Exhibit 10.4



 


QualTek
Services Inc.


 


THE
GUARANTORS PARTY HERETO


 


AND


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of February 14, 2022


 


Senior Unsecured Convertible Notes due 2027


 









     


     


    

  


QUALTEK SERVICES INC.


 


RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
ACT 


OF 1939 AND INDENTURE, DATED AS OF FEBRUARY 14,
2022


 


	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	310	(a)(1)	 	7.08
	 	(a)(2)	 	7.08
	 	(b)	 	7.09
	312	(a)	 	5.01
	 	(c)	 	5.02
	313	(a)	 	5.03
	 	(c)	 	5.03
	314	(a)(4)	 	4.07
	 	(c)(1)	 	17.05
	 	(c)(2)	 	17.05
	 	(e)	 	17.05
	315	(a)	 	7.01
	 	(b)	 	6.10
	 	(c)	 	7.01
	 	(d)	 	7.02
	316	(a)(last sentence)	 	1.01 (“Outstanding”)
	 	(a)(1)(A)	 	6.02, 6.09
	 	(a)(1)(B)	 	6.09
	 	(b)	 	6.06
	 	(c)	 	8.01
	317	(a)(1)	 	6.04
	 	(a)(2)	 	6.04
	 	(b)	 	4.04
	318	(a)	 	17.04



 






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TABLE OF CONTENTS


 


	 	 	PAGE
	Article 1 DEFINITIONS	1
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	References to Interest	35
	Section 1.03	Accounting Terms; Pro Forma Calculations; Limited Condition Transactions	35
	Section 1.04	.	35
	 	 	 
	Article 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES	37
	 	 	 
	Section 2.01	Designation and Amount	37
	Section 2.02	Form of Notes	37
	Section 2.03	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	38
	Section 2.04	Execution, Authentication and Delivery of Notes	39
	Section 2.05	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary.	39
	Section 2.06	Mutilated, Destroyed, Lost or Stolen Notes	46
	Section 2.07	Temporary Notes	46
	Section 2.08	Cancellation of Notes Paid, Converted, Etc.	47
	Section 2.09	CUSIP and ISIN Numbers	47
	Section 2.10	Additional Notes; Repurchases	47
	 	 	 
	Article 3 SATISFACTION AND DISCHARGE	48
	 	 	 
	Section 3.01	Satisfaction and Discharge	48
	 	 	 
	Article 4 PARTICULAR COVENANTS OF THE COMPANY	48
	 	 	 
	Section 4.01	Payment of Principal and Interest	48
	Section 4.02	Maintenance of Office or Agency	48
	Section 4.03	Appointments to Fill Vacancies in Trustee’s Office	49
	Section 4.04	Provisions as to Paying Agent	49
	Section 4.05	Existence	50
	Section 4.06	Annual Reports	51
	Section 4.07	Compliance Certificate; Statements as to Defaults	51
	Section 4.08	Limitation on Certain Restricted Payments	51
	Section 4.09	Limitations on Incurrence of Indebtedness and Issuance of Preferred Stock or Disqualified Stock	55
	Section 4.10	Limitation on Liens	60
	Section 4.11	Transactions with Affiliates	63
	Section 4.12	Material Intellectual Property	66
	Section 4.13	Registration Rights	66
	Section 4.14	Additional Guarantors; Prohibition on Certain Subsidiaries	66
	Section 4.15	Restrictions on Subsidiary Distributions	67
	Section 4.16	Further Instruments and Acts	68



 



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	Article 5 LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE	68
	 	 	 
	Section 5.01	Lists of Holders	68
	Section 5.02	Preservation and Disclosure of Lists	68
	Section 5.03	Reports by Trustee.	68
	 	 	 
	Article 6 DEFAULTS AND REMEDIES	69
	 	 	 
	Section 6.01	Events of Default	69
	Section 6.02	Acceleration; Rescission and Annulment	70
	Section 6.03	Additional Interest	71
	Section 6.04	Payments of Notes on Default; Suit Therefor	71
	Section 6.05	Application of Monies Collected by Trustee	73
	Section 6.06	Proceedings by Holders	73
	Section 6.07	Proceedings by Trustee	74
	Section 6.08	Remedies Cumulative and Continuing	74
	Section 6.09	Direction of Proceedings and Waiver of Defaults by Majority of Holders	75
	Section 6.10	Notice of Defaults	75
	Section 6.11	Undertaking to Pay Costs	75
	 	 	 
	Article 7 CONCERNING THE TRUSTEE	76
	 	 	 
	Section 7.01	Duties and Responsibilities of Trustee	76
	Section 7.02	Reliance on Documents, Opinions, Etc.	77
	Section 7.03	No Responsibility for Recitals, Etc.	79
	Section 7.04	Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes	79
	Section 7.05	Monies and Shares of Common Stock to Be Held in Trust	79
	Section 7.06	Compensation and Expenses of Trustee	79
	Section 7.07	Officer’s Certificate as Evidence	80
	Section 7.08	Eligibility of Trustee	80
	Section 7.09	Resignation or Removal of Trustee	80
	Section 7.10	Acceptance by Successor Trustee	81
	Section 7.11	Succession by Merger, Etc.	82
	Section 7.12	Trustee’s Application for Instructions from the Company	82
	 	 	 
	Article 8 CONCERNING THE HOLDERS	83
	 	 	 
	Section 8.01	Action by Holders	83
	Section 8.02	Proof of Execution by Holders	83
	Section 8.03	Who Are Deemed Absolute Owners	83
	Section 8.04	Company-Owned Notes Disregarded	83
	Section 8.05	Revocation of Consents; Future Holders Bound	84
	 	 	 
	Article 9 HOLDERS’ MEETINGS 	84
	 	 	 
	Section 9.01	Purpose of Meetings	84
	Section 9.02	Call of Meetings by Trustee	84
	Section 9.03	Call of Meetings by Company or Holders	85
	Section 9.04	Qualifications for Voting	85



 






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	Section 9.05	Regulations	85
	Section 9.06	Voting	85
	Section 9.07	No Delay of Rights by Meeting	86
	 	 	 
	Article 10 SUPPLEMENTAL INDENTURES	86
	 	 	 
	Section 10.01	Supplemental Indentures Without Consent of Holders	86
	Section 10.02	Supplemental Indentures with Consent of Holders	87
	Section 10.03	Effect of Supplemental Indentures	88
	Section 10.04	Notation on Notes	89
	Section 10.05	Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	89
	 	 	 
	Article 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	89
	 	 	 
	Section 11.01	Company and Guarantors May Consolidate, Etc. on Certain Terms.	89
	Section 11.02	Successor Corporation to Be Substituted	90
	Section 11.03	Opinion of Counsel to Be Given to Trustee	91
	 	 	 
	Article 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	91
	 	 	 
	Section 12.01	Indenture, Notes and Guarantees Solely Corporate Obligations	91
	 	 	 
	Article 13 guarantee 	91
	 	 	 
	Section 13.01	Guarantee	91
	Section 13.02	Guarantee Unconditional	91
	Section 13.03	Discharge; Reinstatement	92
	Section 13.04	Waiver by the Guarantors	92
	Section 13.05	Subrogation and Contribution	92
	Section 13.06	Stay of Acceleration	92
	Section 13.07	Limitation on Amount of Guarantee	92
	Section 13.08	Execution and Delivery of Guarantee	93
	Section 13.09	Benefits Acknowledged	93
	Section 13.10	Release of Guarantee	93
	 	 	 
	Article 14 CONVERSION OF NOTES	93
	 	 	 
	Section 14.01	Conversion Privilege	93
	Section 14.02	Conversion Procedure; Settlement Upon Conversion	94
	Section 14.03	Company’s Mandatory Conversion Option	96
	Section 14.04	Adjustment of Conversion Rate	97
	Section 14.05	Adjustments of Prices	106
	Section 14.06	Shares to Be Fully Paid	106
	Section 14.07	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	106
	Section 14.08	Certain Covenants	108
	Section 14.09	Responsibility of Trustee	108
	Section 14.10	Notice to Holders Prior to Certain Actions	108
	Section 14.11	Stockholder Rights Plans	109



 






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	Section 14.12	Exchange in Lieu of Conversion	109
	Section 14.13	Limits Upon Issuance of Shares of Common Stock Upon Conversion	110
	Section 14.14	Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Mandatory Conversion	111
	 	 	 
	Article 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS	113
	 	 	 
	Section 15.01	[Intentionally Omitted]	113
	Section 15.02	Repurchase at Option of Holders Upon a Fundamental Change	113
	Section 15.03	Withdrawal of Fundamental Change Repurchase Notice	116
	Section 15.04	Deposit of Fundamental Change Repurchase Price	116
	Section 15.05	Repurchase of Notes	117
	 	 	 
	Article 16 NO REDEMPTION	117
	 	 	 
	Section 16.01	No Redemption	117
	 	 	 
	Article 17 MISCELLANEOUS PROVISIONS	117
	 	 	 
	Section 17.01	Provisions Binding on Company’s and the Guarantors’ Successors	117
	Section 17.02	Official Acts by Successor Entity	117
	Section 17.03	Addresses for Notices, Etc.	117
	Section 17.04	Governing Law; Jurisdiction	118
	Section 17.05	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	119
	Section 17.06	Legal Holidays	119
	Section 17.07	No Security Interest Created	119
	Section 17.08	Benefits of Indenture	119
	Section 17.09	Table of Contents, Headings, Etc.	119
	Section 17.10	Authenticating Agent	119
	Section 17.11	Execution in Counterparts	120
	Section 17.12	Severability	121
	Section 17.13	Waiver of Jury Trial	121
	Section 17.14	Force Majeure	121
	Section 17.15	Calculations	121
	Section 17.16	USA PATRIOT Act	121
	Section 17.17	Tax Withholding	122


 


EXHIBIT


 


	Exhibit A	Form of Note	A-1
	 	 	 
	Exhibit B	Form of Supplemental Indenture	B-1


 



    v 


     


    

 


INDENTURE dated as of February 14, 2022 among
QualTek Services Inc., a Delaware corporation, as issuer (the “Company,”
as more fully set forth in Section 1.01), the Guarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION,
a national banking association, as Trustee (the “Trustee,” as more fully set forth in Section 1.01).


 


W I T N E S S E T H:


 


WHEREAS, for its lawful corporate purposes, the
Company has duly authorized the issuance of its Senior Unsecured Convertible Notes due 2027 (the “Notes”), initially
in an aggregate principal amount not to exceed $124,685,000, and each of the Guarantors has duly authorized the issuance of its Guarantee,
and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company and the
Guarantors have duly authorized the execution and delivery of this Indenture; and


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article 1

DEFINITIONS


 


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


 


“60-Day ADTV” means, as
of any date and with respect to any shares of Common Stock, an amount equal to the arithmetic average of the products, for each Trading
Day in the sixty (60) Trading Day period ending on, and including, the Trading Day immediately preceding such date, of (i) the daily
trading volume in such shares of Common Stock on the applicable exchange for such Trading Day and (ii) the Daily VWAP for such Trading
Day; provided that in the case of calculating the amount in this clause (ii) with respect to any shares of Common Stock,
in respect of any Trading Day occurring on or subsequent to the Ex-Dividend Date for such dividend or distribution, such amount shall
be increased by an amount of cash in U.S. dollars per share of Common Stock distributed, or to be distributed, in such dividend or distribution,
net of any applicable withholding taxes, as determined by the Conversion Agent, unless such dividend or distribution does not occur,
in which case such amount shall be reduced to the amount that would then be in effect if such dividend or distribution had not been declared.


 






    	 		 



     


    

 


“Acquired Indebtedness” means,
with respect to any specified Person, (a) Indebtedness of any other Person existing at the time such other Person is merged with
or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with,
or in contemplation of, such other Person merging with or into, or becoming, a Restricted Subsidiary of, such specified Person; and (b) Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


“Acquisition” means the purchase
or other acquisition (in one transaction or a series of transactions, including pursuant to any merger or consolidation) of all or substantially
all the issued and outstanding Capital Stock in, or all or substantially all the assets of (or all or substantially all the assets constituting
a business unit, division, product line or line of business of), any Person.


 


“Acquisition Consideration”
means, with respect to any Acquisition, (a) the purchase consideration for such Acquisition, whether paid in cash or other property
(valued at the fair value thereof, as determined reasonably and in good faith by an Officer of the Company), but excluding any component
thereof consisting of Capital Stock in the Company (other than Disqualified Equity Interests), and whether payable at or prior to the
consummation of such Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the
occurrence of any contingency, and including any earn-outs and other agreements to make any payment the amount of which is, or the terms
of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the
Person or assets acquired, provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration
only to the extent of the reserve, if any, required under GAAP to be established by the Company or any Restricted Subsidiary in respect
thereof at the time of the consummation of such Acquisition, and (b) the aggregate amount of Indebtedness assumed by the Company
or any Restricted Subsidiary in connection with such Acquisition.


 


“Additional Interest” means
all amounts, if any, payable pursuant to Section 6.03.


 


“Additional Shares” shall have
the meaning specified in Section 14.14(a).


 


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


 






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“Applicable Conversion Price”
means the lowest of (i) $10.00 (subject to adjustment in an inverse manner, and at the same time, as the Conversion Rate is adjusted
under Sections 14.04(a)-(e)), (ii) 115% of the arithmetic average of the Daily VWAPs for the 10-Trading Day period commencing on
the first Trading Day after the public release of the Company’s first quarterly earnings announcement following the Issue Date,
(ii) 115% of the arithmetic average of the Daily VWAPs for the 10-Trading Day period commencing on the first Trading Day after the
public release of the Company’s second quarterly earnings announcement following the Issue Date, (iii) 115% of the arithmetic
average of the Daily VWAPs for the 10-Trading Day period commencing on the first Trading Day immediately following the first anniversary
of the date of this Indenture and (iv) 115% of the arithmetic average of the Daily VWAPs for the 10-Trading Day period commencing
on the first Trading Day after the closing date of the applicable Conversion Reset Offering by the Company; provided that the Applicable
Conversion Price may not be less than $5.50 per share (subject to adjustment in an inverse manner, and at the same time, as the Conversion
Rate is adjusted under Sections 14.04(a)-(e)) for purposes of clauses (ii), (iii) or (iv).


 


“Applicable Interest Rate”
means the rate of interest payable on the Notes for any Interest Period, as determined in good faith by the Company based on the table
in the Form of Note attached hereto and set forth in an Officer’s Certificate delivered to the Trustee and written notice
delivered to any paying agent and the Holders of the Notes.


 


“Applicable Procedures” means,
with respect to a Depositary, as to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable
to such matter at such time.


 


“Attribution Parties” means,
collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts,
currently, or from time to time after the issue date of the Notes, directly or indirectly managed or advised by a Holder’s investment
manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of such Holder or any of the foregoing, (iii) any
Person acting or who could be deemed to be acting as a Group together with such Holder or any of the foregoing and (iv) any other
Persons whose beneficial ownership of the Common Stock would or could be aggregated with such Holder’s and the other Attribution
Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively
such Holder and all other Attribution Parties to the Maximum Percentage.


 


“BCA” means the agreement and
plan of merger by and among Roth CH Acquisition III Co., Roth CH III Blocker Merger Sub, LLC, BCP QualTek Investors, LLC, Roth CH III
Merger Sub, LLC, BCP QualTek HoldCo LLC and BCP QualTek, LLC, dated as of June 16, 2021, as amended, restated, amended and restated,
supplemented or otherwise modified on or prior to the date hereof.


 


“Board of Directors” means,
with respect to any Person, the board of directors (or similar body) of such Person or a committee thereof duly authorized to act for
it hereunder.


 


“Board Resolution” means, with
respect to any Person, a copy of a resolution certified by an Officer of such Person to have been duly adopted by the Board of Directors,
and to be in full force and effect on the date of such certification.


 


“Business Day” means any day
other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law or executive
order to close or be closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day


 


“Capital Stock” means, for
any entity, any and all shares, interests (including partnership, limited liability company or membership interests), rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated) equity issued by that entity; provided
that debt securities that are convertible into or exchangeable for Capital Stock (including the Notes) shall not constitute Capital
Stock prior to their conversion or exchange, as the case may be.


 






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“Capitalized Lease Obligation”
means an obligation that is required to be classified and accounted for as a capitalized lease (and, for the avoidance of doubt, not
a straight-line or operating lease) for financial reporting purposes in accordance with GAAP. The amount of Indebtedness represented
by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined
in accordance with GAAP; provided that all obligations of the Company and its Subsidiaries that are or would be characterized
as an operating lease as determined in accordance with GAAP as in effect on January 1, 2015 (whether or not such operating lease
was in effect on such date) shall continue to be accounted for as an operating lease (and not as a Capitalized Lease Obligation) for
purposes of this Indenture regardless of any change in GAAP following January 1, 2015 (that would otherwise require such obligation
to be recharacterized as a Capitalized Lease Obligation).


 


“Cash
Equivalents” means, as at any date of determination, any of the following: (a) marketable securities (i) issued
or directly and unconditionally guaranteed as to interest and principal by the United States of America or (ii) issued by any agency
of the United States of America, in each case maturing within two years after such date; (b) marketable direct obligations issued
by any State of the United States of America or the District of Columbia or any political subdivision of any such State or District or
any public instrumentality thereof, in each case maturing within two years after such date and having, at the time of the acquisition
thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) commercial paper maturing no more than 270 days
from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least
P-1 from Moody’s; (d) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued
or accepted by any commercial bank organized under the laws of the United States of America, any State thereof or the District of Columbia
that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator)
and (ii) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000; (e) fully collateralized repurchase
agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution
satisfying the criteria of clause (d) above; (f) shares of any money market mutual fund that (i) has substantially all
its assets invested continuously in the types of investments referred to in clauses (a) through (d) above, (ii) has net
assets of not less than $5,000,000,000 and (iii) has the highest rating obtainable from either S&P or Moody’s; (g) in
the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality
and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes; and (h) marketable
corporate bonds for which an active trading market exists and price quotations are available, in each case maturing within two years
after such date and issued by Persons that are not Affiliates of the Company and where such Persons have a long-term credit rating of
at least AA- from S&P or Aa3 from Moody’s, provided that the portfolio of any such bonds included as Cash Equivalents at any
time shall have a weighted average maturity of not more than 360 days.


 


“CFC” means a “controlled
foreign corporation” within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended.


 


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


 


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


 


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


 


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


 






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“Commission” means the U.S.
Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution
of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.


 


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


 


“Common Stock” means the Class A
Common Stock of the Company, par value $0.0001 per share, subject to Section 14.07.


 


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


 


“Company Mandatory Conversion Condition”
means the conditions required for the Company to cause Notes to be converted pursuant to ‎Section 14.03(a).


 


“Company Transaction Expenses”
means all accrued fees, costs and expenses of the Company and its Subsidiaries incurred in connection with the negotiation, preparation
and execution of the Transaction Agreements, the performance and compliance with all Transaction Agreements and conditions contained
herein to be performed or complied with at or before the Issue Date, and the consummation of the Transactions, including the fees, costs,
expenses and disbursements of counsel, accountants, advisors and consultants of the Company and its Subsidiaries, whether paid or unpaid
prior to the Issue Date.


 


“Company Order” means a written
order of the Company, signed on behalf of the Company by an Officer.


 


“Consolidated Adjusted EBITDA”
means, for any period:


 


  (a)            Consolidated
Net Income for such period; plus


 


  (b)            an
amount which, in the determination of Consolidated Net Income for such period, has been deducted (or, in the case of amounts pursuant
to clause (viii) below, not already included in Consolidated Net Income) for, without duplication:


 


(i)            total
interest expense determined in conformity with GAAP (including (A) amortization of original issue discount resulting from the issuance
of Indebtedness at less than par, (B) all commissions, discounts and other fees and charges owed with respect to letters of credit
or bankers’ acceptances, (C) non-cash interest payments, (D) the interest component of Capitalized Lease Obligations,
(E) net payments, if any, made (less net payments, if any, received) pursuant to interest rate hedging agreements with respect to
Indebtedness, (F) amortization or write-off of deferred financing fees, debt issuance costs, commissions, fees and expenses, including
commitment, letter of credit and administrative fees and charges with respect to Indebtedness permitted to be incurred hereunder, and
(G) any expensing of commitment and other financing fees) and, to the extent not reflected in such total interest expense, any losses
on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income
and gains on such hedging obligations, and costs of surety bonds in connection with financing activities (whether amortized or immediately
expensed), for such period,


 






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(ii)            provision
for taxes based on income, revenues, profits or capital, including Federal, foreign, state, local, franchise, excise and similar taxes
and foreign withholding taxes paid or accrued during such period, including (A) penalties and interest related to such taxes or
arising from any tax examinations and (B) in respect of repatriated funds, for such period,


 


(iii)           total
depreciation expense and total amortization expense (including amortization of intangible assets and amortization of capitalized consulting
fees and organization costs) for such period,


 


(iv)           extraordinary,
unusual or nonrecurring charges, expenses or losses for such period, (Y) in an amount not to exceed 20% of Consolidated Adjusted
EBITDA in such period and (Z) in an aggregate amount when taken together with amounts under clause (vi) below not to exceed
30% of Consolidated Adjusted EBITDA in such period,


 


(v)            non-cash
charges, expenses or losses for such period, including (A) impairment charges and reserves and any other write-down or write-off
of assets, (B) non-cash fair value adjustments of Investments and (C) non-cash compensation expense, but excluding (1) any
such non-cash charge, expense or loss to the extent that it represents an amortization of a prepaid cash expense that was paid and not
expensed in a prior period or write-down or write-off or reserves with respect to accounts receivable (including any addition to bad
debt reserves or bad debt expense) or inventory and (2) any non-cash charge, expense or loss to the extent it represents an accrual
of or a reserve for cash expenditures in any future period, provided that, at the option of the Company, notwithstanding the exclusion
in this clause (2) any such non-cash charge, expense or loss may be added back in determining Consolidated Adjusted EBITDA for the
period in which it is recognized, so long as any cash expenditure made on account thereof in any future period is deducted pursuant to
clause (d) of this definition,


 


(vi)           restructuring
costs, integration costs, opening, pre-opening, consolidation and closing costs for facilities, transactions fees and expenses, (Y) in
an amount not to exceed 20% of Consolidated Adjusted EBITDA in such period and (Z) in an aggregate amount when taken together with
amounts under clause (iv) above not to exceed 30% of Consolidated Adjusted EBITDA in such period,


 


(vii)          the
amount of pro forma “run rate” net cost savings, operating expense reductions, other operating improvements and synergies
(collectively, “Expected Cost Savings”) projected by the Company in good faith to be realized (calculated on a pro
forma basis as though such items had been realized on the first day of the applicable Four Quarter Period) as a result of actions taken
or to be taken in connection with any Pro Forma Event, net of the amount of actual benefits realized during such period that are otherwise
included in the calculation of Consolidated Adjusted EBITDA from such actions, provided that (A) such cost savings, operating
expense reductions, other operating improvements and synergies are reasonably identifiable, factually supportable and projected by the
Company in good faith to result from actions that have been taken or with respect to which substantial steps have been taken (including
prior to the Issue Date) or are expected to be taken (in the good faith determination of the Company) within 18 months after the
consummation of such Pro Forma Event, which is expected to result in the Expected Cost Savings, (B) no Expected Cost Savings shall
be added pursuant to this clause (viii) to the extent duplicative of any items otherwise added in calculating Consolidated Adjusted
EBITDA for such period (it being understood and agreed that “run rate” shall mean the full annual recurring benefit that
is associated with any action taken) and (C) the aggregate amount of Expected Cost Savings added in reliance on this clause (viii) for
any Four Quarter Period shall not exceed 5% of Consolidated Adjusted EBITDA for such Four Quarter Period (calculated after giving effect
to any such add-backs and excluding from such cap any such add-backs related to the Transactions or add-backs determined on a basis consistent
with Article 11 of Regulation S-X of the Securities Act),


 






    	 	6	 



     


    

 


(viii)         fees,
costs and expenses incurred in connection with the Transactions during such period,


 


(ix)           transaction
fees and expenses incurred, or amortization thereof, during such period in connection with, to the extent permitted hereunder, any Acquisition
or other Investment, any Disposition (other than in the ordinary course of business), any incurrence of Indebtedness (including the Notes),
any issuance of Capital Stock or any amendments or waivers of this Indenture, the Credit Agreements or instruments relating to any other
Indebtedness permitted hereunder, in each case, whether or not consummated,


 


(x)            transaction
fees and expenses incurred, or amortization thereof, during such period in connection with, to the extent permitted hereunder, (X) any
Permitted Investment (other than in the ordinary course of business), in an aggregate amount not to exceed 10% of the transaction value
of such Permitted Investment, (Y) any incurrence of Indebtedness (including the Notes), in an aggregate amount not to exceed 6%
of the principal amount of such incurred Indebtedness, or (Z) any amendments or waivers of this Indenture, the Credit Agreements
or instruments relating to any other Indebtedness permitted hereunder, in an aggregate amount not to exceed 6% of the amount of such
incurred Indebtedness,


 


(xi)            cash
receipts (or any netting arrangements resulting in reduced cash expenses) during such period not included in Consolidated Adjusted EBITDA
in any prior period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated Adjusted
EBITDA pursuant to clause (c) below for any prior period and not added back,


 


(xii)           non-cash
accruals relating to contingent or deferred payments in connection with any Acquisition or other Investment permitted hereunder or any
acquisition or investment consummated prior to the Issue Date (including earn-outs, non-compete payments, consulting payments and similar
obligations) and any adjustments thereof and any purchase price adjustments for such period,


 


(xiii)          any
costs or expenses incurred pursuant to any management equity plan, long term incentive plan or share or unit option plan or any other
management or employee benefit plan or agreement or share or unit subscription or shareholder or similar agreement, during such period,
in each case, to the extent such costs or expenses are non-cash or, if paid in cash, such costs or expenses shall have been funded with
cash proceeds contributed to the Company or the net proceeds of any issuance of Capital Stock (other than Disqualified Stock) in the
Company, and


 






    	 	7	 



     


    

 



 


(xiv)           any
net loss associated with any Restricted Subsidiary that is attributable to any non-controlling interest and/or minority interest of any
third party pursuant to the application of FASB Accounting Standards Codification 810; minus


 


(c)           an
amount which, in the determination of Consolidated Net Income for such period, has been included for, without duplication:


 


(i)               all
extraordinary, unusual or nonrecurring gains and items of income during such period,


 


(ii)              any
non-cash gains or income (other than the accrual of revenue in the ordinary course) during such period, but excluding any such items in
respect of which cash was received in a prior period or will be received in a future period, and


 


(iii)             the
amount of income or gain associated with any Restricted Subsidiary that is attributable to any non-controlling interest and/or minority
interest of any third party; minus


 


(d)           to
the extent not deducted in Consolidated Net Income during such period, all cash payments made during such period on account of non-cash
charges that were added back in calculating Consolidated Adjusted EBITDA for a prior period in reliance on the proviso to clause (b)(vi) above.


 


“Consolidated Net
Income” means, for any period, the net income (or loss) of the Company and its Subsidiaries for such period, determined on a
consolidated basis in conformity with GAAP and to the extent attributable to the Company, provided that:


 


(a)           any
net income (or loss) of any Person (including any Unrestricted Subsidiary or any Person accounted for by the equity method of accounting)
that is not the Company or a Restricted Subsidiary shall be excluded, except to the extent of amount of cash and Cash Equivalents (or
of other assets, but only to the extent of cash and Cash Equivalents received during the same accounting period as such distribution of
such assets as a result of a conversion of such assets into cash or Cash Equivalents) actually distributed during such period by any such
Person to the Company or a Restricted Subsidiary as a dividend or similar distribution (and except that the provisions of this clause
(a) will not apply to the extent inclusion of such net income (or loss) of such Person is required for any calculation of Consolidated
Adjusted EBITDA on a Pro Forma Basis),


 


(b)           the
net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged or consolidated with or into
the Company or any Restricted Subsidiary shall be excluded (except to the extent inclusion of such net income (or loss) of such Person
is required for any calculation of Consolidated Adjusted EBITDA on a Pro Forma Basis),


 


(c)           the
cumulative effect of a change in accounting principles during such period shall be excluded,


 


(d)           the
accounting effects during such period of adjustments to inventory, property and equipment, goodwill and other intangible assets and deferred
revenue required or permitted by GAAP (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries),
shall be excluded,


 


(e)            the
net after-tax gains, income, losses, expenses or charges for such period attributable to (i) disposed, abandoned or discontinued
operations (other than assets held for sale) and (ii) any Disposition of assets by the Company or any Restricted Subsidiary, other
than Dispositions of inventory and other Dispositions in the ordinary course of business as determined in good faith by an authorized
officer of the Company, shall be excluded,


 






    	 	8	 



     


    

 


(f)            any
impairment charge or asset write-off or write-down (including related to intangible assets (including goodwill), long-lived assets, and
investments in debt and equity securities), in each case pursuant to GAAP, and the amortization of intangible assets arising pursuant
to GAAP, shall be excluded,


 


(g)           any
non-cash charges or expenses resulting from any employee benefit or management compensation plan, other non-cash compensation or the grant
of stock and stock options or other equity and equity based interests to employees of the Company (or any direct or indirect parent thereof)
or any Restricted Subsidiary pursuant to a written plan or agreement or the treatment of such options or other equity and equity based
interests under variable plan accounting, for such period shall be excluded,


 


(h)           any
charges, expenses, losses and lost profits for such period to the extent indemnified or insured by a third party, including expenses covered
by indemnification provisions in connection with any Acquisition or Disposition permitted by this Indenture and lost profits covered by
business interruption insurance, in each case, shall be excluded to the extent that coverage has not been denied and only so long as such
amounts are either actually reimbursed to the Company or any Restricted Subsidiary during such period,


 


(i)            any
net after-tax income or losses for such period attributable to early extinguishment of Indebtedness or obligations under any hedging agreement
or other derivative instrument shall be excluded, and


 


(j)            any
realized or unrealized gains or losses during such period (i) resulting from fair value accounting required by FASB Accounting Standards
Codification 815, (ii) relating to mark-to-market of amounts denominated in foreign currencies resulting from the application of
FASB Accounting Standards Codification 830 or (iii) attributable to foreign currency translation, in each case, shall be excluded.
For the avoidance of doubt, Consolidated Net Income for any period prior to the Issue Date shall be determined on a Pro Forma Basis giving
effect to the Transactions as if they had been consummated on the first day of such period.


 


“Consolidated Secured Net Debt”
means, as of any date, (a) Consolidated Total Debt as of such date, solely to the extent such Indebtedness is secured by a Lien,
plus (b) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of the type (whether or not secured) described in
clause (a) above of any Person other than the Company or a Restricted Subsidiary, in each case only if such Guarantees are secured
by a Lien, minus (c) the aggregate amount of Unrestricted Cash as of such date (but disregarding the proceeds of Indebtedness that
is incurred on such date).


 


“Consolidated Total Debt” means,
as of any date, the aggregate principal amount of Indebtedness of the Company and the Restricted Subsidiaries outstanding as of such date,
in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in conformity with GAAP (but
without giving effect to any accounting principle that results in the amount of any such Indebtedness (other than zero coupon Indebtedness)
as reflected on such balance sheet to be below the stated principal amount of such Indebtedness), consisting solely of Indebtedness for
borrowed money, unreimbursed drawings under letters of credit, obligations evidenced by bonds, debentures, notes or similar instruments,
Capitalized Lease Obligations and purchase money Indebtedness.


 






    	 	9	 



     


    

 


“Consolidated Total Net Debt”
means, as of any date, (a) Consolidated Total Debt as of such date, plus (b) Guarantees by the Company or any Restricted Subsidiary
of Indebtedness of the type described in clause (a) of any Person other than the Company or a Restricted Subsidiary, minus (c) the
aggregate amount of Unrestricted Cash as of such date (but disregarding the proceeds of Indebtedness that is incurred on such date).


 


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


 


(a)           to
purchase any such primary obligation or any property constituting direct or indirect security therefor;


 


(b)           to
advance or supply funds:


 


(i)            for
the purchase or payment of any such primary obligation; or


 


(ii)           to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor;
or


 


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


 


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


 


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


 


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


 


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


 


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


 


“Conversion Reset Offering”
means any offering or series of related offerings of Common Stock by the Company with gross proceeds to the Company of at least $10,000,000
in cash (or, in the case of non-cash consideration, consideration with a fair market value of at least $10,000,000, as determined by the
Company in good faith), other than (a) registered offerings pursuant to a registration on Form S-4 or Form S-8 promulgated
by the SEC or any successor or similar forms and (b) for the avoidance of doubt, any offering described in Sections 14.04(j)(i),
(ii) or (iii).


 


“Convertible Note Subscription Agreement”
means, collectively, the Subscription Agreements dated as of February 14, 2022, each between the Company and the Subscriber defined
therein.


 


“Corporate Trust Office” means
the corporate trust office of the Trustee at which at any time its corporate trust business shall be administered, which office at the
date hereof is located at a) for the purposes of presentment of Notes for registration, transfer, exchange and payment, Wilmington Trust,
National Association, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Workflow Management, 5th Floor and b) for all other
purposes, Wilmington Trust, National Association, Global Capital Markets, 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota
55402, Attention: QualTek Notes Administrator, or such other address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor trustee (or such other address as such successor trustee may
designate from time to time by notice to the Holders and the Company).


 






    	 	10	 



     


    

 


“Credit
Agreements” means (i) that certain ABL Credit And Guaranty Agreement dated as of July 18, 2018, among BCP QualTek
Buyer, LLC, a Delaware limited liability company, BCP QualTek Merger Sub, LLC, a Delaware limited liability company, to be merged with
and into QualTek USA, LLC, a Delaware limited liability company, certain subsidiaries of the borrower party hereto, as guarantors, the
lenders party thereto and PNC Bank, National Association, as administrative agent and collateral agent and (ii) the Term Loan Credit
Agreement, each as amended, amended and restated, supplemented, replaced, extended, refinanced, waived and/or otherwise modified.


 


“Credit Facility” or “Credit
Facilities” means, with respect to the Company or its Subsidiaries, one or more debt facilities (including, without limitation,
the Credit Agreements) or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing
for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees,
collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions,
renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund
or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding
or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided
that such increase in borrowings is permitted under Section 4.09) or adds Subsidiaries as additional borrowers or guarantors thereunder
and whether by the same or any other agent, lender or group of lenders.


 


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


 


“Daily VWAP” means the per share
volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “OTEK<equity>
AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading
until the scheduled close of trading of the primary trading session on such Trading Day up to and including the final closing print (which
is indicated by Condition Code “6” in Bloomberg) (or if such volume-weighted average price is unavailable, the market value
of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent
investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard
to after-hours trading or any other trading outside of the regular trading session trading hours.


 


“Default” means any event that
is, or after notice or passage of time, or both, would be, an Event of Default; provided that any Default that results solely from
the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such
previous Default is cured prior to becoming an Event of Default.


 


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


 






    	 	11	 



     


    

 


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


 


“Disposition” means any sale,
transfer, lease or other disposition (including any sale or issuance of Capital Stock in a Restricted Subsidiary) of any property by any
Person, including any sale, transfer or other disposition, with or without recourse, of any notes or accounts receivable or any rights
and claims associated therewith. “Dispose” has the meaning correlative thereto.


 


“Disqualified Stock” means any
Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each
case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking
fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is
91 days after the date on which the Notes mature (other than, in each case, any provision requiring an offer to purchase or redeem such
Capital Stock as a result of a change of control, delisting, asset sale or similar provision or any other provision permitting holders
to convert such Capital Stock so long as any right of the holders thereof upon the occurrence of a change of control, delisting, asset
sale or similar provision shall be subject to the prior repayment in full in cash of the Notes and the other Note Obligations); provided
that if such Capital Stock are issued pursuant to a plan for the benefit of any future, current or former employee, director, officer,
manager, contractor, consultant or advisor (or their respective Immediate Family Members) of the Company or any of its Subsidiaries or
by any such plan to such Persons, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased
by the Company in order to satisfy applicable statutory or regulatory obligations. The amount of Disqualified Stock deemed to be outstanding
at any time for purposes of this Indenture will be the maximum amount that the Company and its Subsidiaries may become obligated to pay
upon maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock or portion thereof, plus accrued dividends.


 


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


 


“Domestic Subsidiary” means
any Subsidiary of the Company incorporated or organized under the laws of the U.S., any state thereof, the District of Columbia.


 


“Effective Date” shall have
the meaning specified in Section 14.14(b), except that, as used in Section 14.04 and Section 14.05, “Effective
Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market,
regular way, reflecting the relevant share split or share combination, as applicable. For the avoidance of doubt, any alternative trading
convention on the applicable exchange or market in respect of shares of the Common Stock under a separate ticker symbol or CUSIP number
will not be considered “regular way” for this purpose.


 


“Eligible Market” means The
New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market.


 






    	 	12	 



     


    

 


“Equity Conditions” means, with
respect to a given date of determination: (i) on each day during the period beginning thirty (30) days prior to such applicable date
of determination and ending on and including such applicable date of determination (the “Equity Conditions Measuring Period”)
either (x) one or more registration statements filed with the Commission pursuant to the Convertible Note Subscription Agreement
shall be effective and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance
of doubt, any shares of Common Stock previously sold pursuant to such prospectus deemed unavailable) for the resale of all shares of Common
Stock to be issued in connection with the event requiring this determination (without regard to any limitations on conversion set forth
herein) (a “Required Minimum Securities Amount”) or (y) all shares of Common Stock issuable upon conversion of
the applicable Notes shall be eligible for sale pursuant to Rule 144 of the Securities Act, and the Company is then current with
its required filings with the Commission; (ii) on each day during the Equity Conditions Measuring Period, the Common Stock (including
all shares of Common Stock issued or issuable upon conversion of the Notes) is listed or designated for quotation (as applicable) on an
Eligible Market and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2) days
and occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting or suspension
by an Eligible Market have been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice,
appeal, compliance and hearing periods) or pending as evidenced by (A) a writing by such Eligible Market or (B) the Company
falling below the minimum listing maintenance requirements of the Eligible Market on which the Common Stock is then listed or designated
for quotation, as applicable; (iii) during the Equity Conditions Measuring Period, the Company shall have delivered all shares of
Common Stock issuable upon conversion of the Notes on a timely basis in accordance herewith and to the extent required hereby in all material
respects; (iv) [reserved]; (v) any shares of Common Stock to be issued in connection with the event requiring determination
(or issuable upon conversion of the portion of the Notes being redeemed in the event requiring this determination (without regards to
any limitations on conversion set forth herein)) may be issued in full without violating the rules or regulations of the Eligible
Market on which the Common Stock is then listed or designated for quotation (as applicable); (vi) on each day during the Equity Conditions
Measuring Period, no public announcement of a pending, proposed or intended Fundamental Change (as defined in the Indenture) shall have
occurred which has not been abandoned, terminated or consummated; (vii) the Company shall have no knowledge of any fact that would
reasonably be expected to cause (1) any registration statement required to be filed with the Commission pursuant to the Convertible
Note Subscription Agreement to not be effective or the prospectus contained therein to not be available for the resale of the applicable
Required Minimum Securities Amount of all shares of Common Stock issuable upon conversion of the applicable Notes in accordance with the
terms of the Convertible Note Subscription Agreement or (2) any shares of Common Stock issuable upon conversion of the applicable
Notes to not be eligible for sale pursuant to Rule 144 and the Company is then current with its filings with the Commission; (viii) [reserved];
(ix) [reserved]; (x) [reserved]; (xi) on the applicable date of determination all shares of Common Stock to be issued in
connection with the event requiring this determination (or issuable upon conversion of the portion of this Note being redeemed in the
event requiring this determination (without regards to any limitations on conversion set forth herein)) may be issued in full from the
authorized and available shares of Common Stock of the Company; (xii) on each day during the Equity Conditions Measuring Period,
there shall not have occurred and there shall not exist an Event of Default (as defined in the Indenture); (xiii) to the knowledge
of the Company, the applicable Holder is not in possession of any information provided by the Company or any of its officers, directors,
employees or agents, that constitutes material non-public information with respect to the Company; or (xiv) the shares of Common
Stock issuable pursuant to the event requiring the satisfaction of the Equity Conditions are duly authorized and will be listed and eligible
upon issuance for trading on an Eligible Market.


 


“Equity Conditions Failure”
means, with respect to any date of determination, the Equity Conditions have not been satisfied (or waived in writing by the applicable
Holder).


 


“Equity Conditions Measuring Period”
shall have the meaning specified in the definition of “Equity Conditions.”


 


“ERISA” means the Employee Retirement
Income Security Act of 1974.


 






    	 	13	 



     


    

 


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


 


“Ex-Dividend Date” means the
first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the
right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock
on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market. For the avoidance of doubt,
any alternative trading convention on the applicable exchange or market in respect of shares 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 Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


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


 


“Excluded Entity” means any
direct or indirect Subsidiary (i) that is (or that is a Subsidiary of) a CFC, (ii) substantially all of the assets of which
consist of equity interest and/or indebtedness of one or more CFCs or other Subsidiaries described in this clause (ii), or (iii) that
is not a Material Subsidiary; provided that any Subsidiary that provides a guarantee of the Obligations of the Company or the Guarantors,
as applicable, under the Credit Agreements or any other Indebtedness of the Company or of any Guarantor shall not be an Excluded Entity.


 


“Expiration Date” shall have
the meaning specified in Section 14.04(e).


 


“Fair Market Value” means the
value that would be paid by a willing buyer to an unaffiliated willing seller in an arm’s length transaction not involving distress
or necessity of either party, determined in good faith by (unless otherwise provided in this Indenture) the Board of Directors of the
Company, taking into account all relevant factors determinative of value, including, without limitation, preference rights, lack of liquidity,
control and restrictions on marketability and transferability.


 


“Foreign Subsidiary” means any
direct or indirect Subsidiary of the Company or any Guarantor that is not a Domestic Subsidiary.


 


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


 


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


 


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


 


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


 


“Four Quarter Period” means
a period of four consecutive full fiscal quarters, treated as one period.


 


“FPAs” means those certain Forward
Share Purchase Agreements, by and between the Company and each of the several investors party thereto.


 






    	 	14	 



     


    

 


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


 


(a)            a
 “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company,
its Wholly Owned Subsidiaries and any Permitted Holders, files a Schedule TO (or any successor schedule, form or report) or any schedule,
form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,”
as defined in Rule 13d-3 under the Exchange Act, of the Common Stock representing more than 50% of the voting power of the Common
Stock or, after the Issue Date, any Permitted Holders file a Schedule TO (or any successor schedule, form or report) or any schedule,
form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,”
as defined in Rule 13d-3 under the Exchange Act, of the Common Stock representing more than 65% of the voting power of the Common
Stock;


 


(b)            the
consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision
or combination or changes solely in par value) as a result of which the Common Stock would be converted into, or exchanged for, stock,
other securities, other property and/or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which
the Common Stock will be converted into or exchanged for cash, securities or other property or assets; or (C) any sale, lease or
other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and
its Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s direct or indirect Wholly Owned Subsidiaries;
provided, however, that neither (x) a transaction described in clause (A) or (B) in which the holders of
all classes of the Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common
Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially
the same proportions (relative to each other) as such ownership immediately prior to such transaction nor (y) any merger of the Company
solely for the purpose of changing its jurisdiction of incorporation that results in a reclassification, conversion or exchange of outstanding
shares of Common Stock solely into shares of Common Stock of the surviving entity shall 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 (or other Common Equity underlying the Notes) ceases to be listed or quoted on any of The New York Stock Exchange, The Nasdaq
Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market (or any of their respective successors);


 


provided,
however, that a transaction or transactions described in clauses (a) or (b) above shall not constitute a Fundamental
Change, if at least 90% of the consideration received or to be received by the common stockholders of the Company, excluding cash payments
for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in connection with such transaction or
transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, The Nasdaq Global Select
Market or The Nasdaq Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in
connection with such transaction or transactions and as a result of such transaction or transactions such consideration becomes Reference
Property for the Notes, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal
rights (subject to the provisions of Section 14.02(a)).


 


Any event, transaction or series of related transactions that constitute
a Fundamental Change under both clause (a) and clause (b) above (determined without regard to the proviso in clause (b) above)
shall be deemed to be a Fundamental Change solely under clause (b) above (and, for the avoidance of doubt, shall be subject to the
proviso in clause (b) above).


 






    	 	15	 



     


    

 


For the avoidance of doubt, the transactions contemplated by the BCA
and the other Transactions shall not constitute a “Fundamental Change.”


 


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


 


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


 


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


 


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


 


“GAAP” means generally accepted
accounting principles in the United States of America, as in effect from time to time; provided, however, that, subject
to Section 1.04, if the Company notifies the Trustee that the Company requests an amendment to any provision hereof to eliminate
the effect of any change occurring after the issuance of the Notes in GAAP or in the application thereof (including through conforming
changes made consistent with IFRS) on the operation of such provision, regardless of whether any such notice is given before or after
such change in GAAP or in the application thereof (including through conforming changes made consistent with IFRS), then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance herewith. The amount of any Indebtedness under GAAP with respect
to Capitalized Lease Obligations shall be determined in accordance with the definition of Capitalized Lease Obligations.


 


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


 


“Governmental Authority” means
any federal, state, provincial, territorial, municipal, national, supranational or other government, governmental department, commission,
board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated
with the United States of America, any State thereof or the District of Columbia or a foreign entity or government.


 


“Group” means a “group”
as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.


 


“Guarantee” means the joint
and several guarantees of the Company’s payment obligations under this Indenture and the Notes, issued by the Guarantors pursuant
to Article 13 of this Indenture.


 


“Guarantor” means each Restricted
Subsidiary of the Company that becomes a guarantor of the Notes pursuant to the provisions of this Indenture, in each case until released
from its Guarantee pursuant to the terms of this Indenture; provided, that an Excluded Entity shall not be required to become a
Guarantor.


 


“Hedging Obligations” of any
Person means the obligations of such person pursuant to any interest rate agreement, currency agreement or commodity agreement.


 






    	 	16	 



     


    

 


“Holder,” as applied to any
Note, or other similar terms, means any Person in whose name at the time a particular Note is registered on the Note Register (and in
the case of a Global Note and solely with respect to Section 6.12 and Section 14.13, the indirect holder of Notes held through
its participant).


 


“Immediate Family Member” means,
with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent,
spouse, former spouse, domestic partner, former domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law
(including adoptive relationships), any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which
are any of the foregoing individuals, such individual’s estate (or an executor or administrator acting on its behalf), heirs or
legatees or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any
such individual is the donor.


 


“Indebtedness” of any Person
means, without duplication:


 


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


 


(b)           all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments,


 


(c)           all
obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (excluding
trade accounts payable incurred in the ordinary course of business and not past due by more than ninety (90) days),


 


(d)           all
obligations of such Person in respect of the deferred purchase price of property or services (excluding (x) current accounts payable
incurred in the ordinary course of business and not past due by more than ninety (90) days and (y) deferred compensation payable
to directors, officers or employees of such Person or any of its Subsidiaries and (z) any purchase price adjustment or earn-out obligation
incurred in connection with an acquisition, except to the extent that the amount payable pursuant to such purchase price adjustment or
earn-out obligation is, or becomes, a liability on the balance sheet of such Person in accordance with GAAP and such amount is not paid
by or on behalf of such Person within thirty (30) days after becoming due and payable),


 


(e)           all
Capitalized Lease Obligations of such Person,


 


(f)            the
maximum aggregate amount (determined after giving effect to any prior drawings or reductions that have been reimbursed) of all letters
of credit and letters of guaranty in respect of which such Person is an account party,


 


(g)           the
principal component of all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances,


 


(h)            all
Indebtedness of others secured by any Lien on any property owned or acquired by such Person, whether or not the Indebtedness secured thereby
has been assumed by such Person, valued, as of any date of determination, at the lesser of (x) the principal amount of such Indebtedness
and (y) the fair market value of such property (as determined in good faith by such Person),


 


(i)            all
Guarantees by such Person of Indebtedness of others, and


 


(j)            all
Disqualified Stock in such Person, valued, as of the date of determination, at the greater of (i) the maximum aggregate amount that
would be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Stock or Indebtedness into which such
Disqualified Stock are convertible or exchangeable) and (ii) the maximum liquidation preference of such Disqualified Stock.


 






    	 	17	 



     


    

 


The Indebtedness of any Person (A) shall include
the Indebtedness of any partnership in which such Person is a general partner to the extent such Person is liable therefor as a result
of such Person’s ownership interest in such other Person, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor, (B) shall exclude (x) trade related letters of credit issued in the ordinary course of business
and Guarantees incurred in the ordinary course of business in respect of obligations of or to (other than obligations for borrowed money)
suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners, (y) prepaid or deferred revenue arising
in the ordinary course of business and (z) purchase price holdbacks arising in the ordinary course of business in respect of a portion
of the purchase price of an asset to satisfy unperformed obligations of the seller of such asset and (C) in the case of the Company
and the Guarantors, shall exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions
of terms) and made in the ordinary course of business.


 


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


 


“Independent Financial Advisor”
means a third-party accounting, appraisal or investment banking firm or consultant, in each case, of national standing, that is, in the
good faith determination of the Company, qualified to perform the task for which it has been engaged; provided that such firm or
appraiser is not an Affiliate of the Company.


 


“Intellectual Property” means
the rights in and to (a) all inventions and discoveries (whether patentable or unpatentable and whether or not reduced to practice),
all improvements thereto, and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part,
revisions, extensions and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names and corporate
names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith,
(c) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith, (d) all
know-how, trade secrets and confidential business information, whether patentable or unpatentable and whether or not reduced to practice
(including ideas, research and development, know-how, formulas, compositions and manufacturing and production process and techniques,
technical data, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and
proposals), (e) designs, (f) all computer software (including data and related documentation), (g) all other proprietary
rights and (h) all licenses and agreements in connection therewith.


 


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


 


“Interest Period” means, with
respect to any Interest Payment Date, the period commencing on the previous Interest Payment Date and ending on the day prior to the applicable
Interest Payment Date.


 


“Investment” means, with respect
to a specified Person, any Capital Stock, evidences of Indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, or any capital contribution or loans or advances (other than advances made in the ordinary course
of business that would be recorded as accounts receivable on the balance sheet of the specified Person prepared in conformity with GAAP)
to, Guarantees of any Indebtedness of (including any such Guarantees arising as a result of the specified Person being a co-maker of any
note or other instrument or a joint and several co-applicant with respect to any letter of credit or letter of guaranty), or any investment
in the form of transfer of property for consideration that is less than the fair value thereof (as determined reasonably and in good faith
by an authorized officer of the Company) to, any other Person that are held or made by the specified Person. The amount, as of any date
of determination, of (a) any Investment in the form of a loan or an advance shall be the aggregate principal amount thereof made
on or prior to such date of determination, minus the amount, as of such date of determination, of any Returns with respect thereto, but
without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such
loan or advance after the date thereof, (b) any Investment in the form of a Guarantee shall be determined in accordance with the
definition of the term “Guarantee”, (c) any Investment in the form of a purchase or other acquisition for value of any
Capital Stock, evidences of Indebtedness or other Securities of any Person shall be the fair value (as determined reasonably and in good
faith by an authorized officer of the Company) of the consideration therefor (including any Indebtedness assumed in connection therewith),
plus the fair value (as so determined) of all additions, as of such date of determination, thereto, and minus the amount, as of such date
of determination, of any Returns with respect thereto, but without any other adjustment for increases or decreases in value of, or write-ups,
write-downs or write-offs with respect to, such Investment after the time of such Investment and (d) any Investment (other than any
Investment referred to in clause (a), (b) or (c) above) in the form of a transfer of Capital Stock or other property by the
investor to the investee, including any such transfer in the form of a capital contribution, shall be the fair value (as determined reasonably
and in good faith by an authorized officer of the Company) of such Capital Stock or other property as of the time of such transfer (less,
in the case of any investment in the form of transfer of property for consideration that is less than the fair value thereof, the fair
value (as so determined) of such consideration as of the time of the transfer), minus the amount, as of such date of determination, of
any Returns with respect thereto, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or
write-offs with respect to, such Investment after the time of such transfer.


 






    	 	18	 



     


    

 


“Issue Date” means February 14,
2022.


 


“Joint Venture” means any joint
venture entity in which the Company or any of its Subsidiaries holds Capital Stock (but which is not a Wholly Owned Subsidiary).


 


“Last Reported Sale Price” of
the Common Stock (or other security for which a closing sale price must be determined) on any date means the closing sale price per share
(or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional
securities exchange on which the Common Stock (or such other security) is traded. If the Common Stock (or such other security) is not
listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price”
shall be the last quoted bid price per share for the Common Stock (or such other security) in the over-the-counter market on the relevant
date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock (or such other security) is not so quoted, the
 “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices per share for the Common
Stock (or such other security) on the relevant date from each of at least three nationally recognized independent investment banking firms
selected by the Company for this purpose. The “Last Reported Sale Price” shall be determined without regard to after-hours
trading or any other trading outside of regular trading session hours.


 


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


 






    	 	19	 



     


    

 


“Limited Condition Transaction”
means any (i) acquisition of any assets, business or Person or Investment not prohibited by this Indenture (including acquisitions
subject to a letter of intent or purchase agreement), in each case, the consummation of which is not conditioned on the availability of,
or on obtaining, financing, (ii) redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring
irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment, (iii) Disposition
or (iv) Restricted Payment.


 


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


 


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


 


“Mandatory Conversion” means
a conversion pursuant to ‎Section 14.03(a).


 


“Mandatory Conversion Date”
means the Conversion Date for a Mandatory Conversion, as provided in ‎Section 14.03(c).


 


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


 


“Master Services Agreements”
means master services agreements or similar agreements that provide the agreed terms of service pursuant to which the Company or any Subsidiary
fulfills purchase orders, service orders or similar orders.


 


“Material Domestic Subsidiary”
means, at any date of determination, each of Domestic Subsidiary of the Company (a) whose total assets at the last day of the most
recent Four Quarter Period for which consolidated financial statements are available were equal to or greater than 5.00% of the consolidated
total assets of the Company and its Subsidiaries at such date or (b) whose gross revenues for such Four Quarter Period were equal
to or greater than 5.00% of the consolidated gross revenues of the Company and its Subsidiaries for such period, in each case, determined
in accordance with GAAP; provided that if, at any time and from time to time after the Issue Date, Domestic Subsidiaries that are
not Guarantors solely because they do not meet the thresholds set forth in clauses (a) or (b) comprise in the aggregate more
than 7.50% of the consolidated total assets of the Company and its Subsidiaries as of the end of the most recently ended fiscal quarter
of the Company for which financial statements are available or more than 7.50% of the consolidated gross revenues of the Company and its
Subsidiaries for the most recent Four Quarter Period for which financial statements are available, then the Company shall, not later than
60 days after the date by which financial statements for such fiscal quarter are available, (i) designate one or more of such Domestic
Subsidiaries as “Material Domestic Subsidiaries” to the extent required such that the foregoing condition ceases to be true
and (ii) comply with the provisions of Section 4.14 applicable to such Subsidiary.


 






    	 	20	 



     


    

 


“Material Foreign Subsidiary”
means, at any date of determination, each Foreign Subsidiary of the Company (a) whose total assets at the last day of the most recent
Four Quarter Period for which consolidated financial statements are available were equal to or greater than 5.00% of the consolidated
total assets of the Company and its Subsidiaries at such date or (b) whose gross revenues for such Four Quarter Period were equal
to or greater than 5.00% of the consolidated gross revenues of the Company and its Subsidiaries for such period, in each case, determined
in accordance with GAAP; provided that if, at any time and from time to time after the Issue Date, Foreign Subsidiaries that are
not Guarantors solely because they do not meet the thresholds set forth in clauses (a) or (b) comprise in the aggregate more
than 7.50% of the consolidated total assets of the Company and its Subsidiaries as of the end of the most recently ended fiscal quarter
of the Company for which financial statements are available or more than 7.50% of the consolidated gross revenues of the Company and its
Subsidiaries for the most recent Four Quarter Period for which financial statements are available, then the Company shall, not later than
60 days after the date by which financial statements for such fiscal quarter are available, (i) designate one or more of such Foreign
Subsidiaries as “Material Foreign Subsidiaries” to the extent required such that the foregoing condition ceases to be true
and (ii) comply with the provisions of Section 4.14 applicable to such Subsidiary.


 


“Material Intellectual Property”
means Intellectual Property that is material to the operation in the ordinary course of business of the Company and its Restricted Subsidiaries,
taken as a whole.


 


“Material Subsidiary” means
any Material Domestic Subsidiary or any Material Foreign Subsidiary.


 


“Maturity Date” means February 15,
2027.


 


“Moody’s” means Moody’s
Investors Service, Inc., or any successor to its rating agency business.


 


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


 


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


 


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


 


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


 


“Obligations” means any principal,
interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to
letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness.


 


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


 


“Officer’s Certificate,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed on behalf of the Company
by an Officer of the Company that meets the requirements of Section 17.05.


 


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


 






    	 	21	 



     


    

 



 


“Opinion of Counsel” means an
opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, that is delivered to the Trustee.


 


“Organizational Documents” means
(a) with respect to any corporation or company, its certificate or articles of incorporation, organization or association, as amended,
and its bylaws, as amended, (b) with respect to any limited partnership, its certificate or declaration of limited partnership, as
amended, and its partnership agreement, as amended, (c) with respect to any general partnership, its partnership agreement, as amended,
and (d) with respect to any limited liability company, its certificate of formation or articles of organization, as amended, and
its operating agreement, as amended, and in the case of any Foreign Subsidiary, any analogous organizational documents.


 


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


 


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


 


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


 


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


 


(d)            Notes
surrendered for purchase in accordance with Article 15 for which Paying Agent holds money sufficient to pay the Fundamental Change
Repurchase Price, in accordance with Section 15.04(b);


 


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


 


(f)            Notes
repurchased by the Company pursuant to the last sentence of Section 2.10 after the Company surrenders them to the Trustee for cancellation
in accordance with Section 2.08.


 


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


 


“Permitted
Acquisition” means any Acquisition by the Company or any of its Restricted Subsidiaries; provided that:


 


(a) (i) on the date the definitive agreement
for such Acquisition is executed, no Event of Default shall have occurred and be continuing or would result therefrom, and (ii) if
such Acquisition constitutes a Limited Condition Transaction, on the date such Acquisition is consummated, no Event of Default under Section 6.01(a),
(b), (h) or (j) shall have occurred and be continuing or would result therefrom; and


 


(b)(i) in the case of any Acquisition of Capital
Stock in a Person, each of such Person and its Subsidiaries will become a Restricted Subsidiary (or will be merged or consolidated with
or into the Company or any Restricted Subsidiary, with the continuing or surviving Person being the Company (in the case of any such transaction
involving the Company) or a Restricted Subsidiary) and (ii) in the case of any Acquisition of other assets, such assets will be owned
by the Company or any Restricted Subsidiary.


 






    	 	22	 



     


    

 


“Permitted Encumbrances” means:


 


(a)            Liens
imposed by law for Taxes, assessments or governmental charges that are (i) not overdue by more than 30 days, (ii) being contested
in good faith, if adequate reserves with respect thereto are maintained by the applicable Person in conformity with GAAP or (iii) not
required to be paid;


 


(b)            carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction contractors’ and other like Liens imposed
by law arising in the ordinary course of business and securing obligations that (i) are not overdue by more than 30 days (or, if
such obligations are more than 30 days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been
taken to enforce such Liens), (ii) are being contested in good faith, if adequate reserves with respect thereto are maintained by
the applicable Person in conformity with GAAP or (iii) with respect to which the failure to make payment could not reasonably be
expected, individually or in the aggregate, to have a material adverse effect on the business of the Company and the Restricted Subsidiaries
(taken as a whole);


 


(c)            Liens
incurred (i) in the ordinary course of business in compliance with workers’ compensation, unemployment insurance or premiums
related thereto and other social security laws pension obligations, vacation pay, health, disability or other employee benefits (other
than any Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA or a violation
of Section 436 of the Internal Revenue Code) and (ii) in respect of letters of credit, bank guarantees or similar instruments
issued for the account of the Company or any Restricted Subsidiary in the ordinary course of business supporting obligations of the type
set forth in clause (i) above;


 


(d)            Liens
incurred (i) in the ordinary course of business securing liability for reimbursement or indemnification obligations of insurance
carriers providing property, casualty or liability or other insurance to the Company or any Restricted Subsidiary and (ii) in respect
of letters of credit, bank guarantees or similar instruments issued for the account of the Company or any Restricted Subsidiary in the
ordinary course of business supporting obligations of the type set forth in clause (i) above;


 


(e)            Liens
incurred (i) in the ordinary course of business to secure the performance of bids, trade contracts (other than for payment of Indebtedness
for borrowed money), governmental contracts, leases (other than capital leases), statutory obligations (other than any Lien imposed pursuant
to Section 430(k) of the Internal Revenue Code or Section 303(k) of ERISA or a violation of Section 436 of the
Internal Revenue Code), surety, stay, customs and appeal bonds, performance and return-of-money bonds, completion guarantees and other
obligations of a like nature (including those to secure health, safety and environmental obligations) and (ii) in respect of letters
of credit, bank guarantees or similar instruments issued for the account of the Company or any Restricted Subsidiary in the ordinary course
of business supporting obligations of the type set forth in clause (i) above;


 


(f)            judgment
liens in respect of judgments that do not constitute an Event of Default under Section 6.01(h);


 


(g)            easements,
zoning restrictions, rights-of-way, encroachments, protrusions and similar encumbrances on real property and minor title defects imposed
by law or arising in the ordinary course of business that do not secure monetary obligations and do not in the aggregate materially interfere
with the ordinary conduct of the business of the Company and the other Restricted Subsidiaries, taken as a whole;


 






    	 	23	 



     


    

 


(h)            (i) zoning,
building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies,
and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of
any real property that does not materially interfere with the ordinary conduct of the business of the Company and the Restricted Subsidiaries,
taken as a whole;


 


(i)            ground
leases in respect of real property on which facilities owned or leased by the Company or any Restricted Subsidiary are located;


 


(j)            banker’s
liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions that
are within the general parameters customary in the banking industry;


 


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


 


(l)            Liens
of a collection bank arising under Section 4-208 of the UCC on the items in the course of collection;


 


(m)            (i) Liens
arising by virtue of precautionary UCC financing statement filings (or similar filings under applicable law) regarding operating leases
entered into by the Company and the Restricted Subsidiaries in the ordinary course of business and (ii) Liens arising from equipment
or other materials which are not owned by the Company or any other Restricted Subsidiary located on the premises of the Company or any
other Restricted Subsidiary (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course
of business;


 


(n)            Liens
representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublessee,
in the property subject to any lease (other than any capital lease), license or sublicense or concession agreement permitted by this Indenture
(and all encumbrances and other matters affecting such interest or title);


 


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


 


(p)            (i) Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of
business and bailment arrangements entered into in the ordinary course of business (excluding any general inventory financing) and permitted
by this Indenture and (ii) Liens arising by operation of law under Article 2 of the UCC (and any similar provision of any other
requirement of law) in favor of a seller or buyer of goods;


 


(q)            Liens
that are customary contractual rights of set-off;


 


(r)            Liens
on specific items of inventory or other goods and proceeds thereof securing obligations in respect of documentary letters of credit issued
to facilitate the purchase, shipment or storage of such inventory or such other goods;


 


(s)            deposits
of cash with the owner or lessor of premises leased and operated by the Company or any Restricted Subsidiary to secure the performance
of its obligations under the lease for such premises, in each case in the ordinary course of business;


 






    	 	24	 



     


    

 


(t)            leases,
nonexclusive licenses, subleases or nonexclusive sublicenses granted to others in the ordinary course of business that do not interfere
in any material respect with the ordinary course of business of the Company and the Restricted Subsidiaries, taken as a whole;


 


(u)            any
Lien deemed to exist in connection with any software escrow arrangements entered into in the ordinary course of business;


 


(v)            Liens
securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar
agreements entered into in the ordinary course of business of the Company and/or the Restricted Subsidiaries;


 


(w)            Liens
on Securities that are the subject of repurchase agreements constituting Investments permitted under Section 4.08 arising out of
such repurchase transaction; and


 


(x)            trustees’
Liens granted pursuant to any indenture governing any Indebtedness not otherwise prohibited by this Indenture in favor of the trustee
under such indenture and securing only obligations to pay compensation to such trustee, to reimburse such trustee of its expenses and
to indemnify such trustee under the terms of such indenture.


 


“Permitted Factoring Transactions”
means, collectively, any factoring program in an aggregate outstanding amount not to exceed the greater of $10,000,000 and 16.7% of Consolidated
Adjusted EBITDA for the last Four Quarter Period (provided that the outstanding amount of such Permitted Factoring Transaction
for the purposes of this definition shall be deemed to be equal to the Permitted Factoring Net Investment for the last Four Quarter Period)
so long as such transactions are (i) non-recourse to the Company and any of the Restricted Subsidiaries (except for any customary
limited recourse obligations and any performance undertaking or Guarantee that is no more extensive in any material respect than customary
performance undertakings) and (ii) subject to lien release agreements.


 


“Permitted Factoring Net Investment”
means the aggregate cash amount paid by the purchasers under any Permitted Factoring Transactions in connection with their purchase of
accounts receivable and customary related assets or interests therein, as the same may be reduced from time to time by collections with
respect to such accounts receivable and related assets or otherwise in accordance with the terms of such Permitted Factoring Transactions
(but excluding any such collections used to make payments of commissions, discounts, yield and other fees and charges incurred in connection
with any Permitted Factoring Transactions which are payable to any Person other than the Company or the Restricted Subsidiaries).


 


“Permitted Holders” means, collectively,
(i) the Sponsor and its Affiliates, including any funds, partnerships or other investment vehicles or Subsidiaries managed or directly
or indirectly controlled by them but not including, however, any portfolio companies of the foregoing, (ii) any Person who is acting
solely as an underwriter in connection with a public or private offering of Capital Stock of the Company, acting in such capacity and
(iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor
provision) of which any of the foregoing are members and any members of such group; provided that, in the case of such group and
without giving effect to the existence of such group or any other group, Persons referred to in clause (i), collectively, have beneficial
ownership of more than 50% of the total voting power of the Capital Stock of the Company held by such group.


 


“Permitted Incurred Acquisition Indebtedness”
means Indebtedness permitted to be incurred under Section 4.09(b)(xv).


 






    	 	25	 



     


    

 


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


 


(a)            Investments
in (a) a Restricted Subsidiary (including the Capital Stock of, or guarantees of obligations of, a Restricted Subsidiary) or the
Company or (b) a Person (including the Capital Stock of any such Person) that will, upon the making of such Investment, become a
Restricted Subsidiary;


 


(b)            Investments
in another Person if such Person is engaged, directly or through entities that will be Restricted Subsidiaries, in any Similar Business
and as a result of such Investment such other Person, in one transaction or a series of transactions, is merged, amalgamated, consolidated
or otherwise combined with or into, or transfers or conveys all or substantially all its assets (or such division, business unit, product
line or business) to, or is liquidated into, the Company or a Restricted Subsidiary, and any Investment held by such Person; provided
that such Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, consolidation, combination,
transfer or conveyance;


 


(c)            Investments
in cash, Cash Equivalents or investment grade securities;


 


(d)            Investments
in receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business or consistent
with past practice;


 


(e)            Investments
in payroll, travel, entertainment, relocation, moving related and similar advances that are made in the ordinary course of business or
consistent with past practice;


 


(f)            Investments
in loans or advances to directors, officers, employees, managers, partners, consultants or independent contractors (or, in the case of
clause (iii) below, any future, current or former officer, director, employee, manager, partner, consultant or independent contractor
(or their respective estates, heirs, family members, spouses and former spouses, domestic partners and former domestic partners or beneficiaries
under their respective estates)) of the Company (or any direct or indirect parent thereof) or any Restricted Subsidiary (i) for travel,
entertainment, relocation and analogous ordinary business purposes in the ordinary course of business, (ii) in connection with such
Person’s purchase of Capital Stock in the Company, provided that no cash or Cash Equivalents are actually advanced pursuant
to this clause (ii) other than to pay Taxes due in connection with such purchase unless such cash or Cash Equivalents are promptly
repaid or contributed to the Company in cash as common equity, and (iii) for other purposes, provided that, in the case of
any such Investment made in reliance on this clause (iii), such Investment shall not cause the aggregate amount of Investments outstanding
in reliance on this clause (iii), measured at the time such Investment is made, to exceed the greater of (x) $3,750,000 and (y) 6.25%
of Consolidated Adjusted EBITDA for the most recently ended Four Quarter Period;


 


(g)            Investments
(including debt obligations and equity interests) (a) received in settlement, compromise or resolution of debts created in the ordinary
course of business or consistent with past practice, (b) in exchange for any other Investment or accounts receivable, endorsements
for collection or deposit held by the Company or any such Restricted Subsidiary, (c) as a result of foreclosure, perfection or enforcement
of any Lien, (d) in satisfaction of judgments or (e) pursuant to any plan of reorganization or similar arrangement including
upon the bankruptcy or insolvency of a debtor or litigation, arbitration or other disputes or otherwise with respect to any secured Investment
or other transfer of title with respect to any secured Investment in default;


 


(h)            Investments
made as a result of the receipt of promissory notes or other non-cash consideration (including earn-outs) from a sale or other disposition
of property or assets;


 






    	 	26	 



     


    

 


(i)            Investments
existing or pursuant to binding commitments, agreements or arrangements in effect on the Issue Date and any modification, replacement,
renewal, reinvestment or extension thereof; provided that the amount of any such Investment may not be increased except (i) as required
by the terms of such Investment or binding commitment as in existence on the Issue Date (including in respect of any unused commitment),
plus any accrued but unpaid interest (including any accretion of interest, original issue discount or the issuance of pay-in-kind securities)
and premium payable by the terms of such Indebtedness thereon and fees and expenses associated therewith as of the Issue Date or (ii) as
otherwise permitted under the Indenture;


 


(j)            permitted
Hedging Obligations;


 


(k)            pledges
or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;


 


(l)            any
Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock) or Capital Stock of any Restricted Subsidiary
as consideration;


 


(m)            Investments
consisting of purchases or other acquisitions of inventory, supplies, materials, equipment and similar assets or leases and subleases
of equipment and similar assets in the ordinary course of business and any other Investments made in connection therewith;


 


(n)            Guarantees
of Indebtedness permitted under Section 4.09, guarantees, keepwells and similar arrangements in the ordinary course of business or
consistent with past practice;


 


(o)            Investments
consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the
extent not otherwise prohibited by the Indenture;


 


(p)            Investments
of a Restricted Subsidiary acquired after the Issue Date or of an entity merged or amalgamated into or consolidated with the Company or
merged or amalgamated into or consolidated with a Restricted Subsidiary after the Issue Date to the extent that such Investments were
not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the
date of such acquisition, merger, amalgamation or consolidation;


 


(q)            any
Investment in any Subsidiary in the ordinary course of business or consistent with past practice in connection with any cash management
arrangements, cash pooling arrangements, intercompany loans and activities related thereto;


 


(r)            repurchases
of Notes;


 


(s)            guaranty
and indemnification obligations arising in connection with surety bonds issued in the ordinary course of business or consistent with past
practice;


 


(t)            Investments
(a) consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with past practice,
(b) made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing
client, franchisee and customer contacts and loans or (c) advances, loans, extensions of credit (including the creation of receivables)
or prepayments made to, and guarantees with respect to obligations of, franchisees, distributors, suppliers, lessors, licensors and licensees
in the ordinary course of business or consistent with past practice;


 


(u)            Investments
in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits
entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice;


 






    	 	27	 



     


    

 


(v)            Investments
consisting of UCC Article 3 endorsements for collection or deposit and Article 4 trade arrangements with customers (or any comparable
or similar provisions in other applicable jurisdictions) in the ordinary course of business or consistent with past practices;


 


(w)            additional
Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause that are at
that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not
consist of cash or have not been subsequently sold or transferred for cash or marketable securities), not to exceed the greater of (i) $10,000,000
and (ii) 16.7% of Consolidated Adjusted EBITDA for the most recently ended Four Quarter Period (with the fair market value of each
Investment being measured at the time made and without giving effect to subsequent changes in value), plus the amount of any Returns in
respect of such Investments with the fair market value of each Investment being measured at the time made and without giving effect to
subsequent changes in value; provided, however, that if any Investment pursuant to this clause is made in any Person that
is not the Company or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Company or a Restricted
Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (a) or (b) above
and shall cease to have been made pursuant to this clause;


 


(x)            Investments
by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsdiary pursuant
to the definition of “Unrestricted Subsidiary”; and


 


(y)            any
other Acquisition or other Investment, provided that (i) no Event of Default under Section 6.01(a), (b), (h) or
(j) shall have occurred and be continuing or would result therefrom and (ii) immediately after giving effect to the making thereof
on a Pro Forma Basis (including any related incurrence of Indebtedness), the Total Net Leverage Ratio, determined as of the last day of
the then most recently ended Four Quarter Period, shall not exceed
3.00:1.00.


 


“Permitted
Ratio Indebtedness” means Indebtedness permitted under Section 4.09(b)(ix).


 


“Permitted Refinancing” and
 “Permitted Refinancing Indebtedness” means, in respect of any Indebtedness (or unutilized commitment in respect of
Indebtedness) existing on the Issue Date or incurred (or established) in compliance with the Indenture (including Permitted Refinancing
Indebtedness) (the “Original Indebtedness”), any Indebtedness that is incurred to refund, refinance, replace, exchange,
renew, repay or extend (including pursuant to any defeasance or discharge mechanism) such Original Indebtedness provided that:


 


(a)            the
principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued and
unpaid interest, dividends, premiums (including tender premiums), defeasance costs, underwriting discounts, fees, costs and expenses (including
original issue discount, upfront fees or similar fees) in connection with such refinancing;


 


(b)            such
Permitted Refinancing Indebtedness has a final maturity date the same as or later than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged;


 






    	 	28	 



     


    

 


(c)            if
the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is Subordinated Indebtedness, such Permitted Refinancing
Indebtedness is subordinated in right of payment on terms at least as favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged (provided that payments necessary
to avoid such Subordinated Indebtedness being classified as applicable high yield discount obligation for purposes of Code Section 163(i) shall
be required even if the Indebtedness being so refinanced did not expressly provide for such payments);


 


(d)            if
the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is unsecured Indebtedness, such Permitted Refinancing
Indebtedness is unsecured Indebtedness;


 


(e)            such
Permitted Refinancing Indebtedness is not incurred by a Person other than the Company and any of the Guarantors to renew refund, refinance,
replace, defease or discharge any Indebtedness of the Company or a Guarantor; and


 


(f)            is
not secured by a Lien on any assets other than the assets securing the Indebtedness being Refinanced plus property and assets affixed
or appurtenant thereto and additions, improvements, accessions, proceeds, dividends or distributions thereof (including after-acquired
property that is (A) affixed or incorporated into the property or assets covered by such Lien, (B) after-acquired property or
assets subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property
or assets and (C) the proceeds and products thereof) that secured (or, under the written arrangements under which such Liens arose,
could secure) the obligations relating to any Indebtedness or other obligations to which such Liens relate, unless otherwise permitted
by Section 4.10;


 


provided,
that clause (b) above will not apply to any refinancing of any Indebtedness secured by a Lien permitted by this Indenture.


 


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


 


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


 


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


 


“Physical Settlement Method”
means, with respect to any conversion of Notes, the Physical Settlement.


 


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


 


“Pro Forma Basis,” “pro
forma effect” and “pro forma adjustments” means, with respect to compliance with any test or covenant or
calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio in accordance with Section 1.03.


 






    	 	29	 



     


    

 


“Pro Forma Event” means (a) any
Acquisition by the Company or a Restricted Subsidiary, whether by merger, consolidation or otherwise, or any other Investment that results
in a Person becoming a Subsidiary, (b) any Disposition of a business unit, division, product line or line of business of the Company
or a Restricted Subsidiary and any other Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary, (c) the
cessation of the operations of a business unit, division, product line or line of business of the Company or a Restricted Subsidiary,
(d) any restructuring, operational change or implementation of any similar initiative (including any cost saving or strategic initiative
and the modification and renegotiation of contracts and other arrangements) by the Company or a Restricted Subsidiary, and (e) any
incurrence or issuance or repayment, retirement, redemption, satisfaction and discharge or defeasance of Indebtedness or any Restricted
Payment where the consummation thereof, or the determination of whether such transaction is permitted to be consummated under this Indenture,
requires that a test be calculated on a Pro Forma Basis or after giving Pro Forma Effect to such transaction.


 


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


 


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


 


“Refunding Capital Stock” shall
have the meaning specified in Section 4.08(b)(xi).


 


“Registrable Securities” shall
have the meaning set forth in the Convertible Note Subscription Agreement.


 


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


 


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


 


“Reset Date” means the 11th
Trading Day after each of (i) the date of the public release of the Company’s quarterly earnings announcement for the fiscal
quarter ending March 31, 2022, (ii) the date of the public release of the Company’s quarterly earnings announcement for
the fiscal quarter ending June 30, 2022, (iii) the first anniversary of the date of this Indenture and (iv) the closing
date of any Conversion Reset Offering.


 


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


 






    	 	30	 



     


    

 


“Restricted Cash” means cash
and Cash Equivalents held by the Company and its Restricted Subsidiaries that would appear as “restricted” on a consolidated
balance sheet of the Company or any of its Subsidiaries.


 


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


 


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


 


“Restricted Subsidiary” means
any Subsidiary that is not an Unrestricted Subsidiary.


 


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


 


“Returns” means (a) with
respect to any Investment in the form of a loan or advance, the repayment to the investor in cash and/or Cash Equivalents of principal
thereof and (b) with respect to any acquisition or other Investment, any return of capital (including dividends, distributions and
similar payments and profits on sale to a Person other than the Company or a Subsidiary) received by the investor in cash and/or Cash
Equivalents in respect of such acquisition or other Investment.


 


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


 


“S&P” means Standard &
Poor’s Financial Services, a division of McGraw-Hill Financial, Inc., or any successor to its rating agency business.


 


“Sale/Leaseback Transaction”
means an arrangement relating to property owned by the Company or any Restricted Subsidiary whereby the Company or such Restricted Subsidiary
Disposes of such property to any Person and the Company or any Restricted Subsidiary leases such property, or other property that it intends
to use for substantially the same purpose or purposes as the property Disposed of, from such Person or its Affiliates.


 


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


 


“Secured Net Leverage Ratio”
means, as of any date, the ratio of (a) Consolidated Secured Net Debt as of such date to (b) Consolidated Adjusted EBITDA for
the Four Quarter Period most recently ended on or prior to such date.


 


“Securities” means any stock,
shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or
arrangement, options, warrants, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated
or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations
in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.


 


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


 


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


 






    	 	31	 



     


    

 


“Share Exchange Event” has the
meaning specified in Section 14.07(a).


 


“Significant
Subsidiary” means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1,
Rule 1-02(w) of Regulation S-X under the Exchange Act as in effect on the date of this Indenture; provided that,
in the case of a Subsidiary of the Company that meets the criteria of clause (3) of the definition thereof but not clause (1) or
(2) thereof, such Subsidiary shall not be deemed to be a Significant Subsidiary.


 


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


 


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


 


“Sponsor” means Brightstar GP
Investors, LLC and its Affiliates.


 


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


 


“Subordinated Indebtedness”
means, with respect to the Notes,


 


(a)            any
Indebtedness of the Company which is by its terms subordinated in right of payment to the Notes, and


 


(b)            any
Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.


 


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


 


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


 


“Swap Agreement” means any agreement
with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial
or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these
transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current
or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap Agreement.


 


“Tax” means all present or future
taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by
any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 






    	 	32	 



     


    

 


“Tax Receivable Agreement” means
that certain Tax Receivable Agreement, by and among the Blocker Owners (as defined in the BCA), the Company Unitholders (as defined in
the BCA) and the Company, dated as of the Closing Date.


 


“Term Loan Credit Agreement”
means that certain Term Credit And Guaranty Agreement dated as of July 18, 2018, among BCP QualTek Buyer, LLC, a Delaware limited
liability company, BCP QualTek Merger Sub, LLC, a Delaware limited liability company, to be merged with and into QualTek USA, LLC, a Delaware
limited liability company, certain subsidiaries of the borrower party hereto, as guarantors, the lenders party thereto and Fifth Third
Bank, as administrative agent and collateral agent.


 


“Total Net Leverage Ratio” means,
as of any date, the ratio of (a) Consolidated Total Net Debt as of such date to (b) Consolidated Adjusted EBITDA for the Four
Quarter Period most recently ended on or prior to such date.


 


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


 


“Transactions” means the Mergers
(as defined in the BCA), any transactions directly or indirectly related to the consummation of the Mergers pursuant to the BCA, the issuance
of the Notes, consummation of the transactions contemplated by the Transaction Agreements, the consummation of any other transaction in
connection with the foregoing and the payment of expenses related to the foregoing.


 


“Transaction Agreements” shall
mean this Indenture, the BCA, the Investor Rights Agreement, the Sponsor Agreement, the Voting and Support Agreement, the Amended and
Restated Note Subscription Agreements, the FPAs, the Amended and Restated Charter of Roth CH Acquisition
III Co., the Amended and Restated Bylaws of Roth CH Acquisition III Co. and the Confidentiality
Agreement (all as defined in the BCA) and all the other written agreements, documents, instruments and certificates entered into in connection
herewith or therewith or required to be delivered hereunder or thereunder and any and all exhibits and schedules hereto or thereto.


 


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


 


“Treasury Capital Stock” shall
have the meaning specified in Section 4.08(b)(xi).


 






    	 	33	 



     


    

 


“Treasury Management Arrangement”
means any agreement or other arrangement governing the provision of treasury or cash management services, including, without limitation,
deposit accounts, overdraft, overnight draft, credit cards, debit cards, p-cards (including purchasing cards, employee credit card programs
and commercial cards), funds transfer, automated clearinghouse, direct debit, zero balance accounts, returned check concentration, controlled
disbursement, lockbox, account reconciliation and reporting and trade finance services, netting services, cash pooling arrangements, credit
and debit card acceptance or merchant services and other treasury or cash management services.


 


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


 


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


 


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


 


“UCC”
means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.


 


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


 


“Unrestricted Cash” means cash
and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of a Person and its Subsidiaries.


 


“Unrestricted
Subsidiary” means (a) any Subsidiary of the Company that is designated as an Unrestricted Subsidiary in the manner
provided below and not subsequently redesignated as a “Restricted Subsidiary” in the manner provided below and (b) each
Subsidiary of an Unrestricted Subsidiary.


 


The
Company may designate any Subsidiary to be an “Unrestricted Subsidiary” by delivering to the Trustee an Officer’s
Certificate of the Company specifying such designation and certifying that such designated Subsidiary satisfies the requirements set forth
in this definition; provided that (i) no Subsidiary may be designated as an Unrestricted Subsidiary unless (a) no Event
of Default has occurred and is continuing or would result therefrom, (b) such Subsidiary does not own any Capital Stock in any of
the Restricted Subsidiaries, (c) such Subsidiary does not own (or hold or control by lease, exclusive license or otherwise) any asset
(including any Intellectual Property) that is material to the operation in the ordinary course of business of the Company and the Restricted
Subsidiaries, taken as a whole, (d) each Subsidiary of such Subsidiary has been designated as (and, for so long as it is a Subsidiary
of the Company, continues as) an “Unrestricted Subsidiary” in accordance with this definition, (e) the Investments in
such Unrestricted Subsidiary by the Company and the Restricted Subsidiaries (including, after giving effect to the next sentence, those
resulting from such designation) are permitted under Section 4.08, and (f) such Subsidiary has not previously been designated
as an Unrestricted Subsidiary and (ii) no Restricted Subsidiary that owns any Material Intellectual Property or Master Services Agreements
may be designated as an Unrestricted Subsidiary. Upon the designation of any Subsidiary as an Unrestricted Subsidiary, the Company and
the Restricted Subsidiaries shall be deemed to have made an Investment in such Unrestricted Subsidiary in an amount equal at the time
of such designation to the fair value of such Subsidiary (as determined reasonably and in good faith by an Officer of the Company). The
Company shall cause each Unrestricted Subsidiary to satisfy at all times the requirements set forth in subclauses (i)(b) and
(i)(c) above.


 






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The
Company may designate any Unrestricted Subsidiary as a “Restricted Subsidiary” by delivering to the Trustee an Officer’s
Certificate of the Company specifying such redesignation and certifying that such redesignation satisfies the requirements set forth in
this paragraph; provided that (a) no Event of Default has occurred and is continuing or would result therefrom and (b) the
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence, at the time of such redesignation,
of any Indebtedness and Liens of such Subsidiary existing at such time.


 


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


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


 


(a)            the
sum of the products obtained by multiplying (i) the amount of each then-remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect of such Indebtedness, by (ii) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by


 


(b)            the
then-outstanding principal amount of such Indebtedness.


 


“Wholly Owned Subsidiary” means,
with respect to any Person, any direct or indirect Subsidiary of such Person, except that, solely for purposes of this definition, the
reference to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference
to “100%,” the calculation of which shall exclude nominal amounts of the voting power of shares of Capital Stock or other
interests in the relevant Subsidiary not held by such person to the extent required to satisfy local minority interest requirements outside
of the United States.


 


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


 


Section 1.03     Accounting
Terms; Pro Forma Calculations; Limited Condition Transactions.


 


(a)            Except
as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in conformity with
GAAP as in effect from time to time; provided that (a) if the Company, by notice to the Trustee, shall request an amendment
to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (b) notwithstanding
any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made, (i) without giving effect to any election under Statement of Financial
Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including
pursuant to the Accounting Standards Codification), to value any Indebtedness of the Company or any Restricted Subsidiary at “fair
value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments
under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having
a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness
shall at all times be valued at the full stated principal amount thereof, and (iii) without giving effect to any change in accounting
for leases pursuant to GAAP resulting from the implementation of FASB ASU No. 2016-02, Leases (Topic 842) to the extent such change
would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement)
would not have been required to be so treated under GAAP as in effect on December 31, 2015. Where reference is made to “the
Company and the Restricted Subsidiaries on a consolidated basis” or similar language, such consolidation shall not include any Subsidiaries
of the Company other than the Restricted Subsidiaries.


 






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(b)           Notwithstanding
anything to the contrary contained herein, for purposes of determining compliance with any test or covenant contained in this Indenture,
the Secured Net Leverage Ratio, the Total Net Leverage Ratio, Consolidated Adjusted EBITDA and any other financial ratio or test shall
be calculated giving pro forma effect to each Pro Forma Event occurring during the applicable Four Quarter Period to which such calculation
relates or after the end of such Four Quarter Period but not later than the date of such calculation (notwithstanding that such ratio
or test may be said to be determined as of the end of a Four Quarter Period).


 


(c)           In
connection with any action being taken solely in connection with a Limited Condition Transaction (including any contemplated incurrence
or assumption of Indebtedness in connection therewith), for the purposes of testing availability under baskets set forth in this Indenture
(including baskets determined by reference to Consolidated Adjusted EBITDA and baskets subject to Default or Event of Default conditions),
at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Transaction,
an “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any such representation,
warranty, requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event
of Default)) shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT
Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction (and the other transactions to be entered
into in connection therewith), the Company or any of its Restricted Subsidiaries would have been permitted to take such action on the
relevant LCT Test Date in compliance with such ratio, test or basket (and any related representations, warranties, requirements and conditions),
such ratio, test or basket (and any related representations, warranties, requirements and conditions) shall be deemed to have been complied
with (or satisfied). For the avoidance of doubt, if the Company has made an LCT Election and any of the ratios, tests or baskets for which
compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in
any such ratio, test or basket, including due to fluctuations in Consolidated Adjusted EBITDA of the Company or the Person subject to
such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios
will not be deemed to have failed to have been complied with as a result of such fluctuations; provided that if such ratios improved
as a result of such fluctuations, the Company may utilize such improved ratios. If the Company has made an LCT Election for any Limited
Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence
of Indebtedness or Liens, the making of Restricted Payments, the consummation of any Acquisition or Investment, mergers, any Disposition,
the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of a Subsidiary as an Unrestricted
Subsidiary or as a Restricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and
prior to the earlier of the date on which such Limited Condition Transaction is consummated (so long as the consummation thereof occurs
within 180 days following the execution of definitive documentation for such Limited Condition Transaction) or the date that the definitive
agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition
Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Indenture, any such ratio, test or
basket shall be required to be satisfied assuming such Limited Condition Transaction and other transactions in connection therewith (including
any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.


 






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Article 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES


 


Section 2.01           Designation
and Amount. The Notes shall be designated as the “Senior Unsecured Convertible Notes due 2027.” The aggregate principal
amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $124,685,000, subject to Section 2.10
and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the
extent expressly permitted hereunder.


 


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


 


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


 


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


 


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


 






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Section 2.03           Date
and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered form without
coupons in minimum denominations of $1,000 principal amount and integral multiples in excess thereof. Each Note shall be dated the date
of its authentication and shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be
computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually
elapsed in a 30-day month. The Company shall pay cash amounts in money of the United States of that at the time of payment is legal tender
for payment of public and private debts.


 


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


 


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


 


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


 






    	 	38	 



     


    

 


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


 


Section 2.04           Execution,
Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual, facsimile
or other electronic signature of one of its Officers.


 


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


 


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


 


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


 


Section 2.05           Exchange
and Registration of Transfer of Notes; Restrictions on Transfer; Depositary.


 


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


 


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


 






    	 	39	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	40	 



     


    

 


Each Global Note shall bear a legend in substantially
the following form (the “Restrictive Legend”) (or any similar legend, not inconsistent with this Indenture, required
by the Depositary for such Global Note):


 


THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE
UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE (NOTWITHSTANDING
THE FOREGOING, THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES). BY ITS ACQUISITION HEREOF
OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF QUALTEK SERVICES INC. (THE “COMPANY”) THAT
IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER
OF (X) TO THE EXTENT RULE 144 IS AVAILABLE ON SUCH DATE, ONE YEAR AFTER THE ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED
BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED
BY APPLICABLE LAW, EXCEPT:


 


(A)           TO
THE COMPANY OR ANY SUBSIDIARY THEREOF;


 


(B)           PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER;


 


(C)           PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT;
OR


 


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


 


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


 


Any Note (or security issued in exchange or substitution
therefor) (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has been
transferred pursuant to a registration statement that has become effective or been declared effective under the Securities Act and that
continues to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from registration provided
by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of such Note for exchange to the
Note Registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate
principal amount, which shall not bear the Restrictive Legend required by this Section 2.05(c) and shall not be assigned (or
deemed assigned) a restricted CUSIP number. The Restrictive Legend set forth above and affixed on any Note will be deemed, in accordance
with the terms of the certificate representing such Note, to be removed therefrom upon the Company’s delivery to the Trustee of
written notice to such effect, without further action by the Company, the Trustee, the Holder(s) thereof or any other Person; at
such time, such Note will be deemed to be assigned an unrestricted CUSIP number as provided in the certificate representing such Note;
provided, however, if such Note is a Global Note and the Depositary thereof requires a mandatory exchange or other process to cause such
Global Note to be identified by an unrestricted CUSIP number in the facilities of such Depositary, then the Company will effect such exchange
or procedures as soon as reasonably practicable. Without limiting the generality of any other provision of this Indenture, the Trustee
will be entitled to receive an instruction letter from the Company before taking any action with respect to effecting any such mandatory
exchange or other process. The Company and the Trustee reserve the right to require the delivery of such legal opinions, certifications
or other evidence as may reasonably be required in order to determine that any proposed transfer of any Note is being made in compliance
with the Securities Act and applicable state securities laws.


 






    	 	41	 



     


    

 


The Company shall be entitled to instruct the Custodian
in writing to so surrender any Global Note as to which any of the conditions set forth in clause (i) through (iii) of the first
sentence of the immediately preceding paragraph have been satisfied, and, upon such instruction, the Custodian shall so surrender such
Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the Restrictive Legend specified in this Section 2.05(c) and
shall not be assigned (or deemed assigned) a restricted CUSIP number (such new unrestricted Global Note, an “Unrestricted Global
Note”).


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


Neither the Company nor the Trustee shall have
any responsibility or liability for any act or omission of the Depositary. All notices and communications to be given to the Holders and
all payments to be made to Holders in respect of the Notes shall be given or made only to, or upon the order of, the registered Holder(s) (which
shall be the Depositary or its nominee in the case of a Global Note).


 


The rights of beneficial owners in any Global Note
shall be exercised only through the Depositary subject to the Applicable Procedures of the Depositary. 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.


 


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


 






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THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE (NOTWITHSTANDING THE FOREGOING, THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES). BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF QUALTEK SERVICES INC. (THE “COMPANY”) THAT IT WILL NOT OFFER,
SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) TO
THE EXTENT RULE 144 IS AVAILABLE ON SUCH DATE, ONE YEAR AFTER THE ISSUE DATE OF THE NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS
ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH
LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A)           TO
THE COMPANY OR ANY SUBSIDIARY THEREOF;


 


(B)           PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER;


 


(C)           PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT;
OR


 


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


 


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


 


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


 






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(e)           Upon
the Issuer’s satisfaction that the Restrictive Legend shall no longer be required in order to maintain compliance with the Securities
Act, beneficial interests in a Global Note bearing the Restricted Legend (a “Restricted Note”) may be automatically
exchanged into beneficial interests in an Unrestricted Global Note without any action required by or on behalf of the Holder (the “Automatic
Exchange”) at any time determined by the Issuer on or after the date that is the 366th calendar day after the Issue Date, if
such day is not a business day, on the next succeeding business day (such date determined by the Issuer, the “Automatic Exchange
Date”). Upon the Issuer’s satisfaction that the Restricted Legend shall no longer be required in order to maintain compliance
with the Securities Act, the Issuer may, but shall not be obligated to, pursuant to the Applicable Procedures (i) provide written
notice to DTC at least fifteen (15) calendar days prior to the Automatic Exchange Date, instructing DTC to exchange all of the outstanding
beneficial interests in a particular Global Note to the Unrestricted Global Note, which the Issuer shall have previously otherwise made
eligible for exchange with the DTC, (ii) provide prior written notice (the “Automatic Exchange Notice”) to each
Holder at such Holder’s address appearing in the register of Holders at least fifteen (15) calendar days prior to the Automatic
Exchange Date (the “Automatic Exchange Notice Date”), which notice must include (x) the Automatic Exchange Date,
the CUSIP number of the Global Note from which such Holder’s beneficial interests will be transferred and (z) the CUSIP number
of the Unrestricted Global Note into which such Holder’s beneficial interests will be transferred, and (iii) on or prior to
the Automatic Exchange Date, deliver to the Trustee for authentication one or more Unrestricted Global Notes, duly executed by the Issuer,
in an aggregate principal amount equal to the aggregate principal amount of Global Notes to be exchanged. Upon receipt by the Trustee
of an Officer’s Certificate of the Issuer setting forth the information to be stated in such Automatic Exchange Notice, which Officer’s
Certificate must be received by the Trustee, on no less than five (5) calendar days prior to the Automatic Exchange Notice Date,
the Trustee shall deliver, in the Issuer’s name and at the Issuer’s expense, the Automatic Exchange Notice to each Holder
at such Holder’s address appearing in the register of Holders. Notwithstanding anything to the contrary in this Section 2.05(e),
during the fifteen (15) day period prior to the Automatic Exchange Date, no transfers or exchanges other than pursuant to this Section 2.05(e) shall
be permitted without the prior written consent of the Issuer. As a condition to any Automatic Exchange, the Issuer shall provide, and
the Trustee shall be entitled to rely upon, an Officer’s Certificate and Opinion of Counsel in form reasonably acceptable to the
Trustee, each to the effect that the Automatic Exchange shall be effected in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Restricted Legend shall no longer be required in order to maintain compliance with the Securities
Act and that the aggregate principal amount of the particular Global Note is to be transferred to the particular Unrestricted Global Note
by adjustment made on the records of the Trustee, as custodian for the Depositary to reflect the Automatic Exchange. Upon such exchange
of beneficial interests pursuant to this Section 2.05(e), the aggregate principal amount of the Global Notes shall be increased or
decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, to reflect the relevant increase or decrease
in the principal amount of such Global Note resulting from the applicable exchange. The Notes from which beneficial interests are transferred
pursuant to an Automatic Exchange shall be canceled following the Automatic Exchange.


 


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


 






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(g)           Notwithstanding
anything contained herein to the contrary, neither the Trustee nor the Note Registrar shall be responsible for ascertaining whether any
transfer complies with the registration provisions of, or exemptions from, the Securities Act, applicable state securities laws or other
applicable law.


 


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


 


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


 


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


 


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


 






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Section 2.08           Cancellation
of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon
a Fundamental Change, registration of transfer or exchange or conversion (other than any Notes exchanged pursuant to Section 14.12),
if surrendered to any Person that the Company controls other than the Trustee, to be surrendered to the Trustee for cancellation and they
will no longer be considered outstanding under this Indenture upon their payment at maturity, registration of transfer or exchange or
conversion. All Notes delivered to the Trustee shall be canceled promptly by it. Except for any Notes surrendered for registration of
transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated
in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of canceled Notes in accordance with
its customary procedures. After such cancellation, the Trustee shall deliver a certificate of such cancellation to the Company, at the
Company’s written request in a Company Order. The Company may not issue new Notes to replace Notes that have been paid or that have
been delivered to the Trustee for cancellation.


 


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


 


Section 2.10           Additional
Notes; Repurchases. The Company may, at any time and from time to time without the consent of the Holders, reopen this Indenture and
issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date,
the issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer of
such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible
with the Notes initially issued hereunder for U.S. federal income tax or securities laws purposes or would cause the Notes initially issued
hereunder to be subject to an extended time period for restrictions on transfer, such additional Notes shall have one or more separate
CUSIP, ISIN or other identifying numbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee
a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to
cover such matters, in addition to those required by Sections 10.05 and 17.05, as the Trustee shall reasonably request. In addition, the
Company may, without the consent of Holders, and directly or indirectly (regardless of whether such Notes are surrendered to the Company),
repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or
exchange offer or through counterparties to private agreements or otherwise, including by cash-settled swaps or other derivatives. The
Company may, at its option, reissue, resell, hold or surrender to the Trustee for cancellation in accordance with Section 2.08 any
Notes that the Company may repurchase, in the case of a reissuance or resale; provided that if any such reissued or resold Notes
are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such reissued or resold
Notes shall have one or more separate CUSIP numbers. Any Notes that the Company may repurchase shall be considered outstanding for all
purposes under this Indenture (other than, at any time when such Notes are held by the Company or any of its Subsidiaries or its Affiliates,
for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent,
waiver or other action under this Indenture) unless and until such time the Company surrenders them to the Trustee for cancellation in
accordance with Section 2.08 and, upon receipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered.


 






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Article 3

SATISFACTION AND DISCHARGE


 


Section 3.01           Satisfaction
and Discharge. This Indenture and the Notes shall upon request of the Company contained in an Officer’s Certificate cease to
be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments reasonably requested by the Company
acknowledging satisfaction and discharge of this Indenture and the Notes, when (a) (i) all Notes theretofore authenticated and
delivered (other than Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in Section 2.06)
have been delivered to the Trustee for cancellation; or (ii) after the Notes have (x) become due and payable, whether on the
Maturity Date, on any Fundamental Change Repurchase Date or otherwise and/or (y) been converted (and the related consideration due
upon conversion has been determined), the Company or any Guarantor has deposited with the Trustee cash and/or has delivered to Holders
shares of Common Stock, as applicable, (in the case of Common Stock, solely to satisfy the Company’s Conversion Obligation) sufficient,
without consideration of reinvestment, to pay all of the outstanding Notes and all other sums due and payable under this Indenture or
the Notes by the Company and the Guarantors; and (b) the Company has delivered to the Trustee an Officer’s Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this
Indenture and the Notes have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of
the Company and the Guarantors to the Trustee under Section 7.06 shall survive.


 


Article 4

PARTICULAR COVENANTS OF THE COMPANY


 


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


 


Notwithstanding
anything to the contrary contained in this Indenture, the Company or Paying Agent may, to the extent it is required to do so by law, deduct
or withhold income or other similar taxes imposed by the United States of America from principal, premium or Interest or Defaulted Amounts
payments hereunder.


 


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


 






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


 


The Company hereby initially designates the Trustee
as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as a place where Notes may be surrendered
for registration of transfer or exchange or for presentation for payment or repurchase (if applicable) or for conversion and where notices
and demands to or upon the Company in respect of the Notes and this Indenture may be made; provided that no office of the Trustee
shall be a place for service of legal process on the Company.


 


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


 


Section 4.04           Provisions
as to Paying Agent.


 


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


 


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


 


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


 


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


 


provided,
that a Paying Agent appointed as contemplated under Section 15.02(f) shall not be required to deliver any such instrument.


 


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


 






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


 


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


 


(d)           Subject
to applicable law, any money deposited with the Trustee, the Conversion Agent or any Paying Agent, or any money and shares of Common Stock
then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable)
of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such
principal (including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become
due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by
the Company) shall be discharged from such trust and the Trustee shall have no further liability with respect to such funds; and the Holder
of such Note shall thereafter, as an unsecured general creditor, look only to the Company and the Guarantors for payment thereof, and
all liability of the Trustee, the Conversion Agent or such Paying Agent with respect to such trust money, and all liability of the Company
as trustee with respect to such trust money and shares of Common Stock, shall thereupon cease.


 


Section 4.05           Existence.
Except as otherwise permitted hereunder, the Company will, and the Company will cause each of its Guarantors to, at all times preserve
and maintain in full force and effect its legal existence under the laws of the jurisdiction of its organization and take all reasonable
action to maintain all rights, franchises, licenses and permits necessary in the normal conduct of its business except to the extent (i) other
than with respect to the preservation of the existence of the Company, that the failure to do so could not reasonably be expected to result
in a material adverse effect on the business of the Company and the Guarantors (taken as a whole) or (ii) pursuant to any merger,
consolidation, liquidation, dissolution, Disposition or other transaction permitted by Article 11; provided that neither the
Company nor any of the Guarantors shall be required to preserve any such existence (other than with respect to the preservation of existence
of the Company), right, franchise, license or permit if an Officer of such Person or such Person’s Board of Directors (or similar
governing body) determines that the preservation thereof is no longer desirable in the conduct of the business of such Person or that
the loss thereof is not disadvantageous in any material respect to the Company and the Guarantors (taken as a whole).


 






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Section 4.06         Annual
Reports. (a) [Reserved.]


 


(b)         The
Company shall deliver to the Trustee, within fifteen (15) days after the same are required to be filed with the Commission, copies of
any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act (giving effect to any grace period, including those provided by Rule 12b-25 under the Exchange Act (or any successor thereto)).
Notwithstanding the foregoing, the Company shall in no event be required to deliver to, or otherwise provide or disclose to, the Trustee
or any Holder any information for which the Company is requesting (assuming such request has not been denied), or has received, confidential
treatment from the Commission, or any correspondence with the Commission. Any such document or report that the Company files with the
Commission via the Commission’s EDGAR system (or any successor thereto) shall be deemed to be delivered to the Trustee for purposes
of this Section 4.06(b) at the time such documents are filed via the EDGAR system (or such successor); provided that
the Trustee shall have no obligation to determine whether such documents or reports have been filed via the EDGAR system.


 


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


 


Section 4.07         Compliance
Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within one hundred twenty (120) days after the end
of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2022) an Officer’s Certificate stating
whether the signers thereof have knowledge of any failure by the Company or its Restricted Subsidiaries to comply with all conditions
and covenants then required to be performed under this Indenture and, if so, specifying each such failure and the nature thereof.


 


In addition, the Company shall deliver to the Trustee
within thirty (30) days after an Officer of the Company becomes aware of the occurrence of any Event of Default or Default, an Officer’s
Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing
to take in respect thereof; provided that the Company is not required to deliver such notice if such Default has been cured.


 


Section 4.08         Limitation
on Certain Restricted Payments.


 


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


 


(i)           declare
or pay any dividend or make any payment or distribution (x) on account of the Company’s or any of its Restricted Subsidiaries’
Capital Stock (including any payment made in connection with any merger or consolidation involving the Company or any of its Restricted
Subsidiaries) or (y) to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Capital
Stock in their capacity as holders, other than (A) dividends, payments or distributions by the Company payable solely in Capital
Stock (other than Disqualified Stock) of the Company or (B) dividends, payments or distributions by a Restricted Subsidiary to the
Company or another Restricted Subsidiary (and in the case of any dividend or distribution payable on or in respect of any class or series
of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives
at least its pro rata share of such dividend or distribution in accordance with its Capital Stock in such class or series of securities);


 






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(ii)         purchase,
redeem, defease or otherwise acquire or retire for value (including any payment made in connection with any merger or consolidation involving
the Company or any of its Restricted Subsidiaries) any Capital Stock of the Company held by Persons other than the Company or any Restricted
Subsidiary;


 


(iii)         purchase,
repay, prepay, repurchase, redeem, defease, acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment, any Subordinated Indebtedness, other than (A) Indebtedness permitted under clause (ii) of Section 4.09(b) or
(B) the purchase, repurchase or other acquisition of Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or


 


(iv)         make
any Restricted Investment;


 


(all
such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted
Payments”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment, the aggregate amount
of such Restricted Payment and all other Restricted Payments made subsequent to the Issue Date (and not returned or rescinded) (including
Permitted Payments made pursuant to clause (b)(i) (without duplication) below, but excluding all other Permitted Payments) would
exceed the Available Basket Amount (as defined in the Term Loan Credit Agreement, as in effect on the Issue Date).


 


(b)         Notwithstanding
anything to the contrary contain herein, so long as no Default shall have occurred and be continuing or would occur as a consequence thereof,
the provisions of this Section 4.08 will not prohibit any of the following (collectively, “Permitted Payments”):


 


(i)           the
payment of any dividend or distribution or consummation of any redemption within sixty (60) days after the date of declaration thereof
or the giving of a redemption notice related thereto, if at the date of declaration or notice such payment would have complied with any
provision of this Section 4.08; provided that the making of such payment will reduce capacity for Restricted Payments pursuant
such provisions when so made;


 


(ii)          a
Restricted Payment to pay for the prepayment, purchase, repurchase, redemption, defeasance, discharge, retirement or other acquisition
of Capital Stock of the Company held by any future, present or former employee, director, officer, member of management, operating partner,
manager, contractor, service provider, consultant or advisor (or their respective Immediate Family Members) of the Company or any of its
Restricted Subsidiaries pursuant to any management equity plan, stock option plan, phantom equity plan or any other management, employee
benefit or other compensatory plan or agreement (and any successor plans or arrangements thereto), employment, termination or severance
agreement, or any stock subscription or equityholder agreement (including, for the avoidance of doubt, any principal and interest payable
on any Indebtedness issued by the Company in connection with such prepayment, purchase, repurchase, redemption, defeasance, discharge,
retirement or other acquisition), including any Capital Stock rolled over, accelerated or paid out by or to any employee, director, officer,
manager, contractor, consultant or advisor (or their respective Immediate Family Members) of the Company or any of its Restricted Subsidiaries
in connection with any transaction; provided, however, that the aggregate Restricted Payments made under this clause do
not exceed $5,500,000 in any fiscal year (with unused amounts in any fiscal year being carried over to succeeding fiscal years); provided,
further, that such amount in any calendar year may be increased by an amount not to exceed:


 






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(A)        the
cash proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Company to any future, present or former employee,
director, officer, manager, contractor, consultant or advisor (or their respective Immediate Family Members) of the Company or any of
its Restricted Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date to the extent the cash
proceeds from the sale of such Capital Stock have not otherwise been applied to the making of Restricted Payments pursuant to this Section 4.08;
plus


 


(B)         the
cash proceeds of key man life insurance policies received by the Company or any Restricted Subsidiary of the Company after the Issue Date;
and in addition, cancellation of Indebtedness owing to the Company or any Restricted Subsidiary from any future, present or former employee,
director, officer, manager, contractor, consultant or advisor (or their respective Immediate Family Members) of the Company or any of
its Restricted Subsidiaries (or any permitted transferees thereof) of the Company or any Restricted Subsidiary of the Company in connection
with a repurchase of Capital Stock of the Company or any Restricted Subsidiary of the Company from such Persons will not be deemed to
constitute a Restricted Payment for purposes of this Section 4.08 or any other provisions of this Indenture;


 


(iii)         cashless
repurchases of Capital Stock deemed to occur upon the exercise of stock options, warrants or other securities convertible into or exchangeable
for Capital Stock if such Capital Stock represent a portion of the exercise, conversion or exchange price thereof;


 


(iv)        each
Restricted Subsidiary of the Company may make Restricted Payments to the Company or any Guarantor or to another Restricted Subsidiary
of the Company which is the immediate parent of the Restricted Subsidiary making such Restricted Payment;


 


(v)         payments
made or expected to be made by the Company or any Subsidiary in respect of withholding or similar taxes payable in connection with the
exercise or vesting of Capital Stock or any other equity award by any future, present or former employee, director, officer, manager,
contractor, consultant or advisor (or their respective Immediate Family Members) of the Company or any Subsidiary and purchases, repurchases,
redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise, conversion or exchange
of stock options, warrants, equity-based awards or other rights in respect thereof if such Capital Stock represents payments in respect
of withholding or similar taxes payable upon exercise or vesting thereof;


 


(vi)         the
making of cash payments in connection with any conversion or redemption of the Notes, in each case, pursuant to the terms of this Indenture;


 


(vii)        any
non-Wholly Owned Subsidiary of the Company may make Restricted Payments (which may be in cash) to its shareholders, members or partners
generally, so long as the Company or the Restricted Subsidiary which owns the Capital Stock in the Restricted Subsidiary making such Restricted
Payment receives at least its proportionate share thereof (based upon its relative holding of the Capital Stock in the Restricted Subsidiary
making such Restricted Payment and taking into account the relative preferences, if any, of the various classes of Capital Stock of such
Restricted Subsidiary);


 






    	 	53	 



     


    

 


(viii)      the
payment of cash in lieu of the issuance of fractional shares of Capital Stock in connection with any dividend or split of, or upon exercise
or conversion of warrants, options or other securities exercisable or convertible into, Capital Stock of the Company or in connection
with the issuance of any dividend otherwise permitted to be made under this Section 4.08;


 


(ix)         any
payments made pursuant to the Tax Receivable Agreement;


 


(x)          any
Restricted Payment made in connection with the Transactions, including any Restricted Payment made in connection with the FPAs;


 


(xi)         (a) any
prepayment, purchase, repurchase, redemption, defeasance, discharge, retirement or other acquisition of Capital Stock, including any accrued
and unpaid dividends thereon (“Treasury Capital Stock”) or Subordinated Indebtedness made by exchange (including any
such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance
of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (in each case,
other than Disqualified Stock or Designated Preferred Stock) (“Refunding Capital Stock”), and (b) the declaration
and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to
a Restricted Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Restricted
Subsidiaries) of Refunding Capital Stock;


 


(xii)        any
prepayment, purchase, repurchase, exchange, redemption, defeasance, discharge, retirement or other acquisition of Subordinated Indebtedness
made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness permitted to be incurred
pursuant to Section 4.09;


 


(xiii)       payments
or distributions to dissenting stockholders pursuant to applicable law (including in connection with, or as a result of, exercise of dissenters’
or appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection
with a merger, amalgamation, consolidation or transfer of assets not prohibited by this Indenture;


 


(xiv)       the
payment by QualTek Holdco, LLC or any of its Subsidiaries of any dividend or distribution described in Section 6.2 of the Amended
and Restated Limited Liability Company Agreement of QualTek Holdco, LLC (and any successor thereto) (in each case as determined without
reference to any restrictions applicable to tax distributions contained in any then applicable bank financing agreements), as in effect
on the Issue Date; and


 


(xv)        any
Restricted Payment provided that (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) immediately
after giving effect to the making thereof on a Pro Forma Basis (including any related incurrence of Indebtedness), the Total Net Leverage
Ratio, determined as of the last day of the then most recently ended Four Quarter Period (or in the case of any Restricted Payment of
the type described in clause (a) of the definition thereof, the Four Quarter Period most recently ended prior to the time of the
declaration thereof), shall not exceed 2.50:1.00.


 


For purposes of determining compliance with this
Section 4.08, if any Restricted Payment (or portion thereof) would be permitted pursuant to one or more provisions described above,
the Company may divide such Restricted Payment in any manner that complies with this covenant.



 






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Section 4.09         Limitations
on Incurrence of Indebtedness and Issuance of Preferred Stock or Disqualified Stock.


 


(a)           The
Company will not, and will not permit any of its Restricted Subsidiaries, in each case, to, directly or indirectly, create, incur, issue,
assume, enter into a guarantee of or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively,
 “incur”) any Indebtedness (including Acquired Indebtedness), and the Company will not issue any Disqualified Stock
and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock.


 


(b)           Notwithstanding
anything to the contrary therein, Section 4.09(a) will not prohibit the incurrence of any of the following items of Indebtedness
or the issuance of any of the following Disqualified Stock or Preferred Stock (collectively, “Permitted Indebtedness”):


 


(i)           (A) the
incurrence of Indebtedness pursuant to Credit Facilities by the Company or any Restricted Subsidiary; provided that, immediately
after giving effect to any such incurrence and the use of proceeds thereof, on a Pro Forma Basis, the aggregate principal amount of all
Indebtedness incurred under this Section 4.09(b)(i) (including any Permitted Refinancing Indebtedness in respect thereof) does
not exceed the sum of $483,500,000 plus (A) if such Indebtedness is secured by Liens, an amount equal to the maximum principal
amount of Indebtedness that could be incurred such that after giving effect to the incurrence of such Indebtedness and the use of proceeds
thereof, on a Pro Forma Basis, the Secured Net Leverage Ratio of the Company for the most recently ended Four Quarter Period as of such
date would not exceed 4.75:1.00 or (B) if such Indebtedness is unsecured, an amount equal to the maximum principal amount of Indebtedness
that could be incurred such that after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, on a Pro
Forma Basis, the Total Net Leverage Ratio for the most recently ended Four Quarter Period as of such date would not exceed 5.25:1.00;
provided that the aggregate principal amount of Indebtedness then outstanding under this clause (i) incurred by Restricted
Subsidiaries that are not Guarantors, together with the aggregate principal amount of Refinancing Indebtedness then outstanding under
clause (xv) below, shall not exceed the greater of (x) $15,000,000 and (y) 25.0% of Consolidated Adjusted EBITDA for the
most recently ended Four Quarter Period, and (B) any Permitted Refinancing Indebtedness in respect of any Indebtedness permitted
under clause (A) above or under this clause (B);


 


(ii)          Indebtedness
of the Company or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary; provided that (i) such Indebtedness
shall not have been transferred to any Person other than the Company or any Restricted Subsidiary, (ii) such Indebtedness owing by
the Company or any Guarantor to a Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment
to the payment in full of the Notes and (iii) such Indebtedness owing by any Restricted Subsidiary that is not a Guarantor to any
Guarantor or the Company is permitted as an Investment under Section 4.08;


 


(iii)         Guarantees
incurred in compliance with clause (n) of the definition of “Permitted Investments”;


 


(iv)         (A) Indebtedness
existing on the Issue Date, or incurred pursuant to Credit Facilities existing on the Issue Date (in an aggregate amount not greater than
the aggregate amount outstanding or available for borrowing under such Credit Facilities on the Issue Date), (B) the Notes and the
Guarantees, and (C) any Permitted Refinancing Indebtedness in respect of any Indebtedness permitted under clauses (A) or (B) above
or under this clause (C);


 






    	 	55	 



     


    

 


(v)         (A) Indebtedness
of the Company or any Restricted Subsidiary (a) incurred to finance the acquisition, construction, repair, replacement or improvement
of any fixed or capital assets of the Company or any Restricted Subsidiary, including Capitalized Lease Obligations, provided that
such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement
and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets,
or (b) assumed in connection with the acquisition of any fixed or capital assets of the Company or any Restricted Subsidiary, provided,
in the case of this clause (A), that at the time of incurrence or assumption of such Indebtedness and after giving pro forma effect thereto
and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding under this clause (A), together with
the aggregate principal amount of Permitted Refinancing Indebtedness then outstanding under clause (B) below, shall not exceed the
greater of (x) $20,000,000 and (y) 33.4% of Consolidated Adjusted EBITDA for the most recently ended Four Quarter Period; and
(B) any Permitted Refinancing Indebtedness in respect of any Indebtedness permitted under clause (A) above or under this clause
(B);


 


(vi)        (A) Indebtedness,
Disqualified Stock or Preferred Stock of any Person that becomes (other than as a result of a redesignation of an Unrestricted Subsidiary)
a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary
in a transaction permitted hereunder) after the Issue Date, or Indebtedness of any Person that is assumed after the Issue Date by any
Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an Acquisition or other Investment
permitted hereunder, provided that (a) such Indebtedness, Disqualified Stock or Preferred exists at the time such Person becomes
a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection
with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired, and (b) immediately
after giving effect to the Company or any Restricted Subsidiary becoming liable with respect to such Indebtedness, Disqualified Stock
or Preferred Stock (whether as a result of such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assumption),
and after giving pro forma effect thereto, (x) if such Indebtedness is secured by Liens, the Secured Net Leverage Ratio of the Company
for the most recently ended Four Quarter Period as of such date would not exceed the greater of 4.75:1.00 and the Secured Net Leverage
Ratio of the Company in effect immediately prior to the assumption or incurrence of such Indebtedness or (y) if such Indebtedness
is unsecured, the Total Net Leverage Ratio for the most recently ended Four Quarter Period as of such date would not exceed the greater
of 5.25:1.00 and the Total Net Leverage Ratio of the Company in effect immediately prior to the assumption or incurrence of such Indebtedness,
and (B) any Permitted Refinancing Indebtedness in respect of any Indebtedness permitted under clause (A) above or under this
clause (B);


 


(vii)        Indebtedness
of the Company or any Restricted Subsidiary arising from any agreement in the form of purchase price adjustments, earn-outs, non-competition
agreements, indemnification obligations or other arrangements representing Acquisition Consideration or deferred payments of a similar
nature incurred in connection with any Acquisition or other Investment permitted by Section 4.08 or any Disposition permitted by
Section 11.01, and Indebtedness arising from guarantees, letters of credit, bank guarantees, surety bonds, performance bonds or similar
instruments securing the performance of the Company or any such Restricted Subsidiary pursuant to any such agreement; provided
that, with respect to any Indebtedness existing or incurred pursuant to this clause (vii) with respect to unpaid earn-outs, the amount
of any unpaid earn-out shall not exceed 35% of the Acquisition Consideration of the Acquisition or Investment to which such unpaid earn-out
relates;


 






    	 	56	 



     


    

 


(viii)      (A) Indebtedness
of Restricted Subsidiaries that are not Guarantors, provided that at the time of incurrence of such Indebtedness and after giving
pro forma effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding under this
clause (A), together with the aggregate principal amount of Permitted Refinancing Indebtedness then outstanding under clause (B) below,
shall not exceed the greater of (x) $15,000,000 and (y) 25.0% of Consolidated Adjusted EBITDA for the most recently ended Four
Quarter Period; and (B) any Permitted Refinancing Indebtedness in respect of any Indebtedness permitted under clause (A) above
or under this clause (B);


 


(ix)         (A) Indebtedness
of the Company and the Restricted Subsidiaries, provided that at the time of incurrence of such Indebtedness and after giving pro
forma effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding under this clause
(A), together with the aggregate principal amount of Permitted Refinancing Indebtedness then outstanding under clause (B) below,
shall not exceed the greater of (x) $15,000,000 and (y) 25.0% of Consolidated Adjusted EBITDA for the most recently ended Four
Quarter Period; and (B) any Permitted Refinancing Indebtedness in respect of any Indebtedness permitted under clause (A) above
or under this clause (B);


 


(x)          Indebtedness
in respect of netting services, overdraft protections and otherwise arising from treasury, depository, credit card, debit cards and cash
management services or in connection with any automated clearing-house transfers of funds, overdraft or any similar services, in each
case in the ordinary course of business;


 


(xi)         Indebtedness
incurred in respect of letters of credit, bank guarantees, bankers’ acceptances, surety bonds, performance bonds or similar instruments
issued or created by the Company or any Restricted Subsidiary in the ordinary course of business and not in connection with the borrowing
of money or any Hedging Obligations, including in respect of workers’ compensation claims, unemployment insurance (including premiums
related thereto), vacation pay, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance,
or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims;


 


(xii)        Indebtedness
in respect of, or in respect of letters of credit, bank guarantees, surety bonds, performance bonds or similar instruments relating to,
tenders, statutory obligations, performance, bid, appeal, stay, customs, surety and return-of-money bonds, performance and completion
guarantees and similar obligations of the Company or any Restricted Subsidiary incurred in the ordinary course of business (including
relating to any litigation being contested in good faith and not constituting an Event of Default hereunder) and not in connection with
the borrowing of money or any Hedging Obligations;


 


(xiii)       Indebtedness
owed to current or former officers, directors or employees of the Company or any Restricted Subsidiary (or their respective estates, heirs,
family members, spouses and former spouses, domestic partners and former domestic partners or beneficiaries under their respective estates)
to finance the purchase or redemption of Capital Stock in the Company permitted by Section 4.08;


 


(xiv)       Indebtedness
consisting of the financing of insurance premiums or take or pay obligations contained in supply arrangements that do not constitute Guarantees,
in each case, incurred in the ordinary course of business;


 






    	 	57	 



     


    

 


(xv)        (A) Indebtedness
of the Company and/or any Restricted Subsidiary incurred in connection with an Acquisition or other Investment permitted hereunder, provided
that, immediately after giving effect to the Company or any Restricted Subsidiary becoming liable with respect to such Indebtedness, Disqualified
Stock or Preferred Stock (whether as a result of such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such
assumption), and after giving pro forma effect thereto, (x) if such Indebtedness is secured by Liens, the Secured Net Leverage Ratio
of the Company for the most recently ended Four Quarter Period as of such date would not exceed the greater of 4.75:1.00 and the Secured
Net Leverage Ratio of the Company in effect immediately prior to the assumption or incurrence of such Indebtedness or (y) if such
Indebtedness is unsecured, the Total Net Leverage Ratio for the most recently ended Four Quarter Period as of such date would not exceed
the greater of 5.25:1.00 and the Total Net Leverage Ratio of the Company in effect immediately prior to the assumption or incurrence of
such Indebtedness; provided that the aggregate principal amount of Indebtedness then outstanding under this clause (xv) incurred
by Restricted Subsidiaries that are not Guarantors, together with the aggregate principal amount of Refinancing Indebtedness then outstanding
under clause ((i) above, shall not exceed the greater of (x) $15,000,000 and (y) 25.0% of Consolidated Adjusted EBITDA
for the most recently ended Four Quarter Period, and (B) any Permitted Refinancing Indebtedness in respect of any Indebtedness permitted
under clause (A) above or under this clause (B);


 


(xvi)       (A) Capitalized
Lease Obligations arising under any Sale/Leaseback Transaction permitted under Section 4.10(n); provided that at the time
of consummation of such Sale/Leaseback Transaction and after giving pro forma effect thereto, the aggregate principal amount of Indebtedness
then outstanding under this clause (A), together with the aggregate principal amount of Permitted Refinancing Indebtedness then outstanding
under clause (B) below, shall not exceed the greater of (x) $5,000,000 and (y) 8.4% of Consolidated Adjusted EBITDA for
the most recently ended Four Quarter Period; and (ii) any Permitted Refinancing Indebtedness in respect of any Indebtedness permitted
under clause (A) above or under this clause (B);


 


(xvii)      Indebtedness
consisting of obligations of the Company or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred
by such Person in connection with the Transactions, Permitted Acquisitions or any other Investment expressly permitted hereunder;


 


(xviii)     to
the extent constituting Indebtedness, all premiums (if any), interest (including post-petition interest), fees, expenses, charges and
additional or contingent interest on obligations described in this Section 4.09;


 


(xix)       (A) Guarantees
by the Company or any Restricted Subsidiary of the obligations of suppliers, customers and licensees in the ordinary course of business,
(B) Indebtedness incurred in the ordinary course of business in respect of obligations of the Company or any Restricted Subsidiary
to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services and (C) Indebtedness
in respect of letters of credit, bankers’ acceptances, bank guarantees or similar instruments supporting trade payables, warehouse
receipts or similar facilities entered into in the ordinary course of business;


 


(xx)        Indebtedness
of the Company or any Restricted Subsidiary consisting of obligations owing under incentive, supply, license or similar agreements entered
into in the ordinary course of business;


 






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(xxi)       Indebtedness
of the Company or any Restricted Subsidiary representing deferred compensation to current or former directors, officers, employees, members
of management, managers and consultants of the Company (or any direct or indirect parent thereof) or any Restricted Subsidiary in the
ordinary course of business;


 


(xxii)      unfunded
pension fund and other employee benefit plan obligations and liabilities incurred by the Company or any Restricted Subsidiary in the ordinary
course of business to the extent that the unfunded amounts would not otherwise cause an Event of Default hereunder;


 


(xxiii)     to
the extent constituting Indebtedness, obligations arising under agreements governing any Permitted Factoring Transactions; and


 


(xxiv)     the
issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of Preferred
Stock; provided, however, that: (x) any subsequent issuance or transfer of Capital Stock that results in any such Preferred
Stock being held by a Person other than the Company or a Restricted Subsidiary; and (y) any sale or other transfer of any such Preferred
Stock to a Person that is not the Company or a Restricted Subsidiary, will be deemed, in each case, to constitute an issuance of such
Preferred Stock by such Restricted Subsidiary that was not permitted by this clause (xxiv).


 


(c)            For
purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness or Disqualified Stock
meets the criteria of more than one of the categories of Permitted Indebtedness described in Section 4.09(b) above, the Company
will be permitted to classify all or a portion of such item of Indebtedness or Disqualified Stock on the date of its incurrence in any
manner that complies with this covenant; provided that any Indebtedness outstanding under the Credit Agreements on the Issue Date
will be treated as incurred on the Issue Date under Section 4.09(b)(i). The accrual of interest, the accrual of dividends, the accretion
or amortization of original issue discount, the amortization of debt discount and the payment of interest or dividends in the form of
additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.


 


(d)           The
amount of any Indebtedness outstanding as of any date will be:


 


(i)           the
accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;


 


(ii)          the
principal amount of the Indebtedness, in the case of any other Indebtedness; and


 


(iii)         in
respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: (x) the Fair Market
Value of such assets at the date of determination; and (y) the amount of the Indebtedness of the other Person.


 


(e)           Accrual
of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment
of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified
Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be deemed to
be an incurrence of Indebtedness for purposes of this Indenture.


 






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For purposes of determining compliance with any
U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated
in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred,
in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness
is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does
not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 4.09,
the maximum amount of Indebtedness that the Company may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely
as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness,
if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable
to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.


 


Section 4.10         Limitation
on Liens.


 


Neither
the Company nor any Restricted Subsidiary will, directly or indirectly, create, incur, assume or permit to exist any Lien on or
with respect to any asset of the Company or any Restricted Subsidiary, whether now owned or hereafter acquired or licensed, or assign
or sell any income, profits or revenues (including accounts receivable and royalties) or rights in respect of any thereof, except (i) in
the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets
or proceeds that is senior in priority to such Liens; and (ii) in all other cases, the Notes or the Guarantees are equally and ratably
secured.


 


The foregoing provisions of this Section 4.10
shall not apply to:


 


(a)           (i) Liens
securing the Notes and the related Guarantees and (ii) Liens securing Indebtedness and other Obligations permitted to be incurred
under (or secured pursuant to) Credit Facilities, including any letter of credit facility relating thereto, that was incurred pursuant
to Section 4.09(b)(i);


 


(b)           Permitted
Encumbrances;


 


(c)           any
Lien on any asset of the Company or any Restricted Subsidiary existing on the Issue Date, and any extensions, renewals and replacements
thereof; provided that (i) such Lien shall not apply to any other asset of the Company or any Restricted Subsidiary, other
than to proceeds and products of, and after-acquired property that is affixed or incorporated into, the assets covered by such Lien (it
being understood that individual financings of the type permitted under Section 4.09(b)(v) provided by any Person (or its Affiliates)
may be cross-collateralized to other such financings provided by such Person (or its Affiliates)), and (ii) such Lien shall secure
only those obligations that it secures on the Issue Date and any extensions, renewals and refinancings thereof that do not increase the
outstanding principal amount thereof (except by an amount not greater than accrued and unpaid interest on such obligations, any original
issue discount and any reasonable fees, premiums and expenses relating to such extension, renewal or refinancing) and, in the case of
any such obligations constituting Indebtedness, that are permitted under Section 4.09(b)(iv) as Permitted Refinancing Indebtedness
in respect thereof;


 


(d)           Liens
on fixed or capital assets acquired, constructed, repaired, replaced or improved by the Company or any Restricted Subsidiary; provided
that (i) such Liens secure only Indebtedness permitted by Section 4.09(b)(v) and obligations relating thereto not constituting
Indebtedness and (ii) such Liens shall not apply to any other asset of the Company or any Restricted Subsidiary, other than to proceeds
and products of, and after-acquired property that is affixed or incorporated into, the assets covered by such Liens; provided further
that individual financings of equipment or other fixed or capital assets otherwise permitted to be secured hereunder provided by any Person
(or its Affiliates) may be cross-collateralized to other such financings provided by such Person (or its Affiliates);


 






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(e)            any
Lien existing on any asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any asset of any Person that
becomes (other than as a result of a redesignation of an Unrestricted Subsidiary) a Restricted Subsidiary (or of any Person not previously
a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Issue
Date prior to the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated), and any extensions, renewals and
replacements thereof; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition
or such Person becoming a Restricted Subsidiary (or such merger or consolidation), (ii) such Lien shall not apply to any other asset
of the Company or any Restricted Subsidiary (other than, in the case of any such merger or consolidation, the assets of any special purpose
merger Restricted Subsidiary that is a party thereto), other than to proceeds and products of, and after-acquired property that is affixed
or incorporated into, the assets covered by such Lien or becomes subject to such Lien pursuant to an after-acquired property clause as
in effect on the date of such acquisition or the date such Person becomes a Restricted Subsidiary (or is so merged or consolidated) (it
being understood that individual financings of the type permitted under Section 4.09(b)(v) provided by any Person (or its Affiliates)
may be cross-collateralized to other such financings provided by such Person (or its Affiliates)), and (iii) such Lien shall secure
only those obligations that it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary (or is
so merged or consolidated), and any extensions, renewals and refinancing thereof that do not increase the outstanding principal amount
thereof (except by an amount not greater than accrued and unpaid interest on such obligations, any original issue discount or upfront
fees and any fees, premiums and expenses relating to such extension, renewal or refinancing);


 


(f)            in
connection with any Disposition permitted under Section 11.01, customary rights and restrictions contained in agreements relating
to such Disposition pending the completion thereof;


 


(g)           in
the case of (A) any Restricted Subsidiary that is not a Wholly Owned Subsidiary or (B) the Capital Stock in any Person that
is not a Restricted Subsidiary (including any Unrestricted Subsidiary), any encumbrance, restriction or other Lien, including any put
and call arrangements, related to the Capital Stock in such Restricted Subsidiary or such other Person set forth in (a) its Organizational
Documents or any related joint venture, shareholders’ or similar agreement, in each case so long as such encumbrance or restriction
is applicable to all holders of the same class of Capital Stock or is otherwise of the type that is customary for agreements of such type,
or (b) in the case of any Person that is not a Restricted Subsidiary, in any agreement or document governing Indebtedness of such
Person;


 


(h)           any
Lien on assets and Capital Stock of Restricted Subsidiaries that are not Guarantors (including Capital Stock owned by such Persons); provided
that such Lien shall secure only Indebtedness or other obligations of Restricted Subsidiaries that are not Guarantors;


 


(i)             Liens
solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the Company or any Restricted Subsidiary
in connection with any letter of intent or purchase agreement for any Acquisition or Investment permitted hereunder;


 






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(j)            nonexclusive
outbound licenses of Intellectual Property granted by the Company or any Restricted Subsidiary in the ordinary course of business that
do not materially detract from the value of the affected asset or interfere with the ordinary conduct of business of the Company or any
Restricted Subsidiary;


 


(k)           any
Lien in favor of the Company or any Restricted Subsidiary (other than Liens on assets of the Company or any Guarantor in favor of a Restricted
Subsidiary that is not a Guarantor);


 


(l)            (A) deposits
made in the ordinary course of business to secure obligations to insurance carriers providing casualty, liability or other insurance to
the Company and the Subsidiaries and (B) Liens on insurance policies and the proceeds thereof securing the financing of the premiums
with respect thereto;


 


(m)           receipt
of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien;


 


(n)           Liens
on fixed or capital assets subject to any Sale/Leaseback Transaction; provided that (i) such Liens secure only Indebtedness
permitted by Section 4.09(b)(xvi) and obligations relating thereto not constituting Indebtedness and (ii) such Liens shall
not apply to any other asset of the Company or any Restricted Subsidiary, other than to proceeds and products of, and after-acquired property
that is affixed or incorporated into, the assets covered by such Liens;


 


(o)           Liens
on cash and Cash Equivalents securing obligations in respect of any Hedging Obligations permitted hereunder and entered into in the ordinary
course of business; provided that at the time of the incurrence of such Liens, the aggregate amount of cash and Cash Equivalents
secured by Liens permitted by this clause does not exceed the greater of (i) $7,500,000 and (ii) 12.5% of Consolidated Adjusted
EBITDA for the most recently ended Four Quarter Period;


 


(p)           Liens
securing Permitted Ratio Indebtedness and obligations relating thereto not constituting Indebtedness;


 


(q)           Liens
securing Permitted Incurred Acquisition Indebtedness and obligations relating thereto not constituting Indebtedness;


 


(r)            Liens
on the Capital Stock of joint ventures or Unrestricted Subsidiaries securing capital contributions to, or obligations of, such Persons;


 


(s)           Liens
on receivables and related assets incurred in connection with Permitted Factoring Transactions (including Liens on such receivables resulting
from precautionary UCC filings or from recharacterization or any such with Permitted Factoring Transactions as a financing or a loan);
and


 


(t)            other
Liens securing Indebtedness or other obligations, provided that at the time of the incurrence of such Liens and the related
Indebtedness and other obligations and after giving pro forma effect thereto and the use of proceeds thereof, the aggregate outstanding
amount of Indebtedness and other obligations secured by Liens permitted by this clause does not exceed the greater of (i) $15,000,000
and (ii) 25.0% of Consolidated Adjusted EBITDA for the most recently ended Four Quarter Period.


 






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Section 4.11         Transactions
with Affiliates.


 


(a)           The
Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or
amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each, an “Affiliate Transaction”) involving aggregate payments or consideration in
excess of $2,000,000, unless:


 


(i)           the
Affiliate Transaction is on terms that are substantially as favorable to the Company or the relevant Restricted Subsidiary, taken as a
whole, as those that would have been obtained at the time in a comparable arms-length transaction by the Company or such Restricted Subsidiary
with a Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries;


 


(ii)          the
Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
payments or consideration in excess of $10,000,000, a resolution of the Board of Directors of the Company accompanied by an Officer’s
Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been
approved by a majority of the disinterested members of the Board of Directors of the Company; and


 


(iii)         with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess
of $25,000,000, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be
paid or received in connection with such Affiliate Transaction or Affiliate Transactions is fair, from a financial point of view, to the
Company and its Subsidiaries, taken as a whole.


 


(b)         The
following items will be deemed not to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a):


 


(i)           any
collective bargaining, consulting or employment agreement or compensation plan, stock option, stock ownership plan, management
equity plan, phantom equity plan or any other management, employee benefit or other compensatory plan or agreement (and any successor
plans or arrangements thereto), termination or severance agreement, or officer or director indemnification arrangement entered into by
the Company or any of its Restricted Subsidiaries in the ordinary course of business for the benefit of any future, current or former
employee, director, officer, member of management, manager, contractor, consultant or advisor (or their respective Immediate Family Members)
of the Company or any of its Restricted Subsidiaries and payments and transactions pursuant thereto, including (A) any issuance,
transfer or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants in
cash, securities or otherwise to any future, current or former employee, director, officer, manager, contractor, consultant or advisor
(or their respective Immediate Family Members,) of the Company or any of its Restricted Subsidiaries; (B) the payment of compensation,
fees, costs and expenses to, and indemnities (including under insurance policies) and reimbursements, employment and severance arrangements,
and employee benefit and pension expenses provided on behalf of, or for the benefit of, future, current or former employees, directors,
officers, members of management, managers, contractors, consultants, distributors or advisors (or their respective Immediate Family Members)
of the Company or any Restricted Subsidiary (whether directly or indirectly and including by their Immediate Family Members); (C) any
subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights
with current or former officers, directors, members of management, managers, employees, consultants or independent contractors; and (D) transactions
pursuant to any employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan
which covers current or former officers, directors, members of management, managers, employees, consultants or independent contractors
or any employment contract or arrangement;


 






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(ii)          transactions
between or among the Company and/or its Restricted Subsidiaries (or a Person that becomes a Restricted Subsidiary as a result of such
transaction);


 


(iii)         payment
of fees and reimbursement of expenses and indemnities provided to any future, current or former employee, director, officer, member of
management, manager, contractor, consultant or advisor (or their respective Immediate Family Members) of the Company or any of its Restricted
Subsidiaries;


 


(iv)        any
transaction in which the only consideration paid by the Company or any Restricted Subsidiary consists of Capital Stock (other than Disqualified
Stock) of the Company or any contribution of capital to the Company;


 


(v)         any
payments made pursuant to the Tax Receivable Agreement;


 


(vi)        Restricted
Payments that do not violate the provisions of Section 4.08 of this Indenture;


 


(vii)       transactions
pursuant to agreements or arrangements as in effect on the Issue Date, or any amendment, modification, or supplement thereto or replacement
thereof (so long as such agreement or arrangement, as so amended, modified or supplemented or replaced, is not materially more disadvantageous,
taken as a whole, than such agreement or arrangement as in effect on the Issue Date, as determined in good faith by the Company);


 


(viii)      purchases
or sales of goods and/or services with customers, clients, suppliers, joint ventures, purchasers, sales agents or sellers of goods and
services or providers of employees or other labor entered into in the ordinary course of business on terms that are no less favorable
to the Company or the relevant Restricted Subsidiary than those that would have been obtained at the time in a comparable transaction
by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company;


 


(ix)         (A) if
such Affiliate Transaction is with an Affiliate in its capacity as a holder of Indebtedness of the Company or any Restricted Subsidiary,
a transaction in which such Affiliate is treated no more favorably than the other holders of Indebtedness of the Company or such Restricted
Subsidiary; (B) any purchases by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any of the
Restricted Subsidiaries, the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Company’s
Affiliates; provided that such purchases by the Company’s Affiliates are on the same terms as such purchases by such Persons
who are not the Company’s Affiliates; and (C) (i) investments by Affiliates in securities or loans of the Company or any
of the Restricted Subsidiaries so long as the investment is being offered by the Company or such Restricted Subsidiary generally to other
non-affiliated third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities
or loans of the Company or any of the Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from
Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans;


 






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(x)            the
formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary
course of business or transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of the Company
or any Restricted Subsidiary and not for the purpose of circumventing any provision of this Indenture;


 


(xi)           to
the extent permitted under this Indenture, including in compliance with Article 11, any merger, consolidation or reorganization
of the Company with an Affiliate of the Company solely for the purpose of (i) forming or collapsing a holding company structure
or (ii) reincorporating the Company in a new jurisdiction;


 


(xii)          entering
into and the payment of costs and expenses and indemnities pursuant to one or more agreements that provide registration rights to the
security holders of the Company or any direct or indirect parent of the Company or amending such agreement with security holders of the
Company or any direct or any indirect parent of the Company and the performance of such agreements on terms that are no less favorable
to the Company or the relevant Restricted Subsidiary than those that would have been obtained at the time in a comparable transaction
by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company and that have been approved by the
Board of Directors of the Company;


 


(xiii)         fees,
indemnities and reimbursements may be paid to directors, officers, employees, members of management, managers, consultants independent
contractors of the Company and its Restricted Subsidiaries;


 


(xiv)         Restricted
Subsidiaries of the Company may pay management fees, licensing fees and similar fees to the Company or to any Guarantor;


 


(xv)          advances
to employees of the Company or any Restricted Subsidiary made in the ordinary course of business, in a manner that is consistent with
past practice;


 


(xvi)         the
Transactions and the payment of all fees, costs and expenses (including all legal, accounting and other professional fees, costs and
expenses) related to the Transactions;


 


(xvii)        the
existence of, or the performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any equityholders,
limited liability company agreement, limited partnership agreement, investor rights or similar agreement (including any registration
rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it
may enter into thereafter; provided that the existence of, or the performance by the Company or any Restricted Subsidiary of its obligations
under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date will only
be permitted under this clause to the extent that the terms of any such amendment or new agreement are not otherwise, when taken as a
whole, more disadvantageous to the Holders in any material respect in the reasonable determination of the Company than those in effect
on the Issue Date;


 


(xviii)       transactions
in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial
Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the
requirements of Section 4.11(a)(i); and


 






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(xix)         transactions
entered into by an Unrestricted Subsidiary with an Affiliate prior to the designation of any such Unrestricted Subsidiary as a Restricted
Subsidiary pursuant to the definition of “Unrestricted Subsidiary”, provided that such transactions were not entered
into in contemplation of or in connection with such designation.


 


In addition, if the Company or any of its Restricted
Subsidiaries (i) purchases or otherwise acquires assets or properties from a Person which is not an Affiliate, the purchase or acquisition
by an Affiliate of the Company of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate
Transaction (or cause such purchase or acquisition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction) or
(ii) sells or otherwise disposes of assets or other properties to a Person who is not an Affiliate, the sale or other disposition
by an Affiliate of the Company of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction
(or cause such sale or other disposition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction).


 


Section 4.12           Material
Intellectual Property. Notwithstanding anything to the contrary set forth in this Indenture, interests in the Material Intellectual
Property shall be held at all times by the Company or a Guarantor and the Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, (a) sell or transfer its interest, in one or a series of transactions, in any of the Material
Intellectual Property to a Person that is not the Company or a Guarantor, (b) exclusively or co-exclusively licenses any Material
Intellectual Property to a Person that is not the Company or a Guarantor (other than (i) non-perpetual licenses that are exclusive
solely with respect to a customized software or software enhancement entered into in the ordinary course of business and in connection
with the provision of services by the Company or any of its Restricted Subsidiaries or the provision, directly or together with the Company,
of services by any third party with whom the Company or any of its Restricted Subsidiaries has a commercial arrangement to provide services
or technology to enable the provision of such services to its customers; provided that, (i) at the time such license is entered
into, in the judgment of the Company, the granting of such license does not materially and adversely affect the business or condition
(financial or otherwise) of the Company and its Restricted Subsidiaries, taken as a whole), or (c) sell or transfer any interest
in any Guarantor holding interests in Material Intellectual Property to a Person that is not the Company or a Guarantor, provided that,
in each case, any Lien permitted by this Indenture shall not be prohibited by this Section 4.12.


 


Section 4.13           Registration
Rights. The Company agrees that the Holders from time to time of Registrable Securities are entitled to the benefits of Section 5
of the Convertible Note Subscription Agreement. By its acceptance thereof, the Holder of Registrable Securities will have agreed to be
bound by the terms of the applicable Convertible Note Subscription Agreement relating to such Registrable Securities.


 


Section 4.14           Additional
Guarantors; Prohibition on Certain Subsidiaries. (a) If, after the date of this Indenture, (i) the Company or any direct
or indirect Restricted Subsidiary of the Company forms or acquires any Restricted Subsidiary which guarantees the Obligations of the
Company and the Guarantors, as applicable, under the Credit Agreements or any Indebtedness of the Company or any Guarantor, other than
an Excluded Entity, then the Company will promptly (and in any event within 60 days) after the date of formation or acquisition cause
such Restricted Subsidiary to provide a Guarantee hereunder by executing a supplemental indenture substantially in the form of Exhibit B;
or (ii) any Restricted Subsidiary of the Company that is an Excluded Entity ceases to be an Excluded Entity, then the Company will
promptly (and in any event within 60 days) thereafter cause such Restricted Subsidiary to provide a Guarantee hereunder by executing
a supplemental indenture substantially in the form of Exhibit B.


 






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(b)           The
Company shall not form or organize any direct or indirect Restricted Subsidiary other than direct or indirect Restricted Subsidiaries
of the Company which, at the time of such formation or organization, become Guarantors pursuant to this Section 4.14 to the extent
required hereby.


 


(c)           If
any Guarantor becomes an Excluded Entity, the Company shall have the right, by delivery of a supplemental indenture executed by the Company
to the Trustee, to cause such Excluded Entity to automatically and unconditionally cease to be a Guarantor, subject to the requirement
described in Section 4.14(a) that such Restricted Subsidiary shall be required to become a Guarantor if it ceases to be an
Excluded Entity; provided that such Excluded Entity shall not be permitted to guarantee the Company’s obligations under the Credit
Agreements or other Indebtedness of the Company or the other Guarantors, unless it again becomes a Guarantor.


 


Section 4.15           Restrictions
on Subsidiary Distributions. Neither the Company nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Restricted
Subsidiary (a) to pay dividends or make other distributions on its Capital Stock owned by the Company or any Restricted Subsidiary,
(b) to repay or prepay any Indebtedness owing by such Restricted Subsidiary to the Company or any Restricted Subsidiary, (c) to
make loans or advances to the Company or any Restricted Subsidiary or to Guarantee the Obligations or (d) to transfer, lease or
license any of its assets to the Company or any other Restricted Subsidiary; provided that the foregoing shall not apply to (i) restrictions
and conditions imposed by law, (ii) restrictions and conditions existing on the Issue Date, and amendments, modifications, extensions
or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness
containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have
been expanded as a result thereof, (iii) in the case of (A) any Restricted Subsidiary that is not a wholly-owned Restricted
Subsidiary or (B) in the case of restrictions and conditions referred to in clause (d) above, the Capital Stock in any Person
that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions imposed by the Organizational Documents of
such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or,
in the case of clause (B), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions
and conditions apply only to such Restricted Subsidiary and to any Capital Stock in such Restricted Subsidiary or to the Capital Stock
in such other Person (including any Unrestricted Subsidiary), as applicable, (iv) in the case of restrictions and conditions referred
to clause in (d) above, restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by Section 4.09
and Section 4.10, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject
to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (v) restrictions
and conditions imposed by any agreement or document governing Indebtedness permitted by Section 4.09(b)(vi), provided that
such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness
and are not less favorable to the Holders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Permitted
Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 4.09,
(vi) in connection with the sale of any Capital Stock in a Subsidiary or any other assets, customary restrictions and conditions
contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only
to the Subsidiary or the other assets to be sold, (vii) restrictions and conditions imposed by any agreement or document governing
Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Guarantor hereunder, provided that such
restrictions and conditions apply only to such Restricted Subsidiary, (viii) in the case of restrictions and conditions referred
to in clause (d) above, restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting
the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder,
(ix) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered
into in the ordinary course of business, (x) in the case of restrictions and conditions referred to in clause (d) above, customary
restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit,
such Intellectual Property, (xi) restrictions contained in any Indebtedness as in effect on the Issue Date and amendments, modifications,
extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded
as a result thereof, (xii) restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary,
or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and
instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from
such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising
as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the
scope of any such restriction shall not have been expanded as a result thereof and (xiii) restrictions permitted under Section 4.10.


 






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Section 4.16           Further
Instruments and Acts. Upon request of the Trustee, Paying Agent or Conversion Agent, the Company will execute and deliver such further
instruments and do such further acts, at its sole expense, as may be reasonably necessary or proper to carry out more effectively the
purposes of this Indenture.


 


Article 5

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 5.01           Lists
of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, quarterly, not more than
ten (10) days after each March 15, June 15, September 15 and December 15 in each year beginning with June 15,
2022, and at such other times as the Trustee may request in writing, within thirty (30) days after receipt by the Company of any such
request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided
by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not
more than ten (10) days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior
to the time such information is furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar.


 


Section 5.02           Preservation
and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the
names and addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by
the Trustee in its capacity as Note Registrar, if so acting. Every Holder, by receiving and holding Notes, agrees with the Company and
the Trustee that none of the Company or the Trustee or any agent of any of them shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source
from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b). The Trustee may destroy any list furnished to it as provided in Section 5.01 upon
receipt of a new list so furnished.


 


Section 5.03           Reports
by Trustee. Within 60 days after February 15 of each year commencing with February 15, 2023, the Trustee shall transmit
to the Holders, in the manner and to the extent provided in TIA Section 313(c), a brief report dated as of such reporting date if
required by TIA Section 313(a).


 






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Article 6

DEFAULTS AND REMEDIES


 


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


 


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


 


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


 


(c)            failure
by the Company to comply with its obligation to convert the Notes in accordance with this Indenture, and such failure continues for three
(3) Business Days;


 


(d)           failure
by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(d) when due, and such failure
continues for five (5) Business Days;


 


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


 


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


 


(g)           default
by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there
may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $25,000,000 (or its
foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists
or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated
maturity or (ii) constituting a failure to pay the principal of any 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,
if such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived,
or such indebtedness shall not have been paid or discharged, as the case may be, within thirty (30) days after written notice to the
Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes then outstanding
in accordance with this Indenture;


 


(h)           a
final judgment or judgments for the payment of $25,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered
by insurance policies issued by insurers believed by the Company in good faith to be credit-worthy) in the aggregate rendered against
the Company or any Significant Subsidiary of the Company, which judgment is not discharged or stayed within 60 days after (i) the
date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal
have been extinguished;


 


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


 






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(j)            an
involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation, reorganization
or other similar relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official
of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of sixty (60) consecutive days; or


 


(k)           any
Guarantee ceases to be in full force and effect, other than in accordance with the terms of this Indenture, or any Guarantor denies or
disaffirms its obligations under its Guarantee or gives notice to such effect.


 


Section 6.02           Acceleration;
Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such
case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company),
unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to
the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, premium, if any, of and accrued and unpaid
interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically
be immediately due and payable. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect
to the Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become
and shall automatically be immediately due and payable.


 


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


 






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Section 6.03           Additional
Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole
remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall
after the occurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the Notes at a rate
equal to 2.00% per annum of the principal amount of the Notes outstanding for each day during the period beginning on, and including,
the date on which such Event of Default first occurs and ending on the earlier of (x) the date on which such Event of Default is
cured or validly waived in accordance with this Article 6 and (y) the three hundred sixtieth (360th) day immediately
following, and including, the date on which such Event of Default first occurs. If the Company so elects, such Additional Interest shall
be payable in the same manner and on the same dates as the stated interest payable on the Notes and shall accrue on all outstanding Notes
from, and including, the date on which the Event of Default relating to the Company’s failure to comply with its obligations as
set forth in Section 4.06(b) first occurs to, and including, the three hundred sixtieth (360th) day thereafter (or
such earlier date on which such Event of Default is cured or validly waived in accordance with this Article 6). On the three hundred
sixty-first (361st) day after such Event of Default (if the Event of Default relating to the Company’s failure to comply
with its obligations as set forth in Section 4.06(b) is not cured or validly waived in accordance with this Article 6
prior to such three hundred sixty-first (361st) day), such Additional Interest shall cease to accrue and the Notes shall be
immediately subject to acceleration as provided in Section 6.02. The provisions of this paragraph will not affect the rights of
Holders in the event of the occurrence of any Event of Default other than the Company’s failure to comply with its obligations
as set forth in Section 4.06(b). In the event the Company does not elect to pay Additional Interest following an Event of Default
in accordance with this Section 6.03 or the Company has elected to make such payment but does not pay the Additional Interest when
due, the Notes shall be immediately subject to acceleration as provided in Section 6.02.


 


In order to elect to pay Additional Interest as
the sole remedy during the first three hundred sixty (360) days after the occurrence of any Event of Default described in the immediately
preceding paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent in an Officer’s Certificate
of such election on or before the open of business on the Business Day immediately succeeding the date on which such Event of Default
first occurs. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.02.
The Officer’s Certificate under this Section 6.03 shall state (i) the amount of such Additional Interest that is payable
and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at
the Corporate Trust Office such Officer’s Certificate, the Trustee may assume without inquiry that no such Additional Interest
is payable.


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


First,
to the payment of all amounts due the Trustee, including its agents and counsel, under Section 7.06;


 


Second,
in case the principal of the outstanding Notes shall not have become due and be unpaid, to the payment of any interest on, and any cash
due upon conversion of, the Notes in default in the order of the date due of the payments of such interest and cash due upon conversion,
as the case may be, with interest (to the extent that such interest has been collected by the Trustee) payable upon such overdue payments
at the rate borne by the Notes at such time, such payments to be made ratably to the Holders based on the aggregate principal amount
of Notes held thereby;


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


Notwithstanding any other provision of this Indenture
and any provision of any Note, each Holder shall have the contractual right to receive payment or delivery, as the case may be, of (x) the
principal (including the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and
(z) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such
Note or in this Indenture, and the contractual right to institute suit for the enforcement of any such payment or delivery, as the case
may be, on or after such respective dates, shall not be amended without the consent of each Holder.


 


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


 


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


 






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


 


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


 


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


 






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Article 7

CONCERNING THE TRUSTEE


 


Section 7.01           Duties
and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all
Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs; provided that 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 the Trustee against any loss, liability or expense that
might be incurred by it in compliance with such request or direction.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)            Any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate
(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee
by a copy thereof certified by the Secretary or an Assistant Secretary of the Company. Before the Trustee acts or refrains from acting,
it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall 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.


 






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


 


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


 


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


 


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


 


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


 


(h)               
The Trustee shall not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event
of Default in payment of scheduled principal of, premium, if any, or interest on, any Note) unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default (and stating the
occurrence of a Default or Event of Default) is actually received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture and states that it is a “Notice of Default”.


 


(i)                
The Trustee shall not be responsible or liable for any action it takes or omits to take in good faith which it reasonably
believes to be authorized or within its rights or powers.


 


(j)                
The Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction of the
holders of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for
any remedy available to the Trustee or the exercising of any power conferred by this Indenture.


 


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


 






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(l)                
In no event shall the Trustee be responsible or liable for punitive, special, indirect, incidental or any consequential
loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action other than any such loss or damage caused by the Trustee’s willful misconduct
or gross negligence as determined by a final order of a court of competent jurisdiction. The Trustee shall not be charged with knowledge
of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such
Default or Event of Default or (2) written notice of such Default or Event of Default shall have been actually received by the Trustee
at the Corporate Trust Office of the Trustee, from the Company or any Holder of the Notes, and such notice references the Notes and this
Indenture and states that is a “Notice of Default.”


 


(m)             
Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.


 


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


 


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


 


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


 


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


 






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


 


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


 


Section 7.08           
Eligibility of Trustee. There shall be at all times a Trustee hereunder which
shall be eligible to act as Trustee under TIA Section 310(a), and which shall have a combined capital and surplus of at least $100,000,000
(or in the case of a corporation included in a bank holding company system, the related bank holding company shall have a combined capital
and surplus of at least $100,000,000). If such Person publishes reports of condition at least annually, pursuant to law or to the requirements
of any supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


 


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


 






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


 


(i)                
the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or
by any Holder who has been a bona fide Holder for at least six months, or


 


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


 


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


 


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


 


(b)               
The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance
with Section 8.04, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor
trustee unless within ten (10) days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee
so removed or any Holder, upon the terms and conditions and otherwise as in Section 7.09(a) provided, may petition any court of competent
jurisdiction for an appointment of a successor trustee.


 


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


 


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


 






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


 


Upon acceptance of appointment by a successor trustee
as provided in this Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense of the
Company shall deliver or cause to be delivered notice of the succession of such trustee hereunder to the Holders. If the Company fails
to deliver such notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause
such notice to be delivered at the expense of the Company.


 


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


 


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


 


Section 7.12           
Trustee’s Application for Instructions from the Company. Any application
by the Trustee for written instructions from the Company (other than with regard to any action proposed to be taken or omitted to be
taken by the Trustee that affects the rights of the Holders of the Notes under this Indenture) may, at the option of the Trustee, set
forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such
action shall be taken or such omission shall be effective. The Trustee shall not be liable to the Company for any action taken by, or
omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application
(which date shall not be less than three (3) Business Days after the date any officer that the Company has indicated to the Trustee should
receive such application actually receives such application, unless any such officer shall have consented in writing to any earlier
date), unless, prior to taking any such action (or the effective date in the case of any omission), the Trustee shall have received written
instructions in accordance with this Indenture in response to such application specifying the action to be taken or omitted.


 






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Article
8

CONCERNING THE HOLDERS


 


Section
8.01           
Action by Holders. Whenever in this Indenture it is provided that the Holders
of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action,
the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar
tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof
at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument
or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action
by the Holders of the Notes, the Company or the Trustee, as applicable, may, but shall not be required to, fix in advance of such solicitation,
a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more
than fifteen (15) days prior to the date of commencement of solicitation of such action.


 


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


 


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


 


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


 






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


 


Article
9

HOLDERS’ MEETINGS


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


Section 9.03           
Call of Meetings by Company or Holders. In case at any time the Company or the
Holders of at least twenty-five (25%) of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee
to call a meeting of Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have delivered the notice of such meeting promptly and in any event within twenty (20) days after receipt of such
request, then the Company or such Holders may determine the time and the place for such meeting and may call such meeting to take any
action authorized in Section 9.01, by delivering notice thereof as provided in Section 9.02.


 


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


 


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


 


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


 


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


 


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


 






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


 


Section 9.07           
No Delay of Rights by Meeting. Nothing contained in this Article 9 shall
be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee
or to the Holders under any of the provisions of this Indenture or of the Notes. Nothing contained in this Article 9 shall be deemed
or construed to limit any Holder’s actions pursuant to the applicable procedures of the Depositary so long as the Notes are Global
Notes. 


 


Article
10

SUPPLEMENTAL INDENTURES


 


Section 10.01       
Supplemental Indentures Without Consent of Holders. Without the consent of any
Holder, the Company and the Guarantors, when authorized by the resolutions of their respective Boards of Directors (or similar governing
body) and the Trustee, at the Company’s sole expense, may from time to time and at any time amend or supplement this Indenture
or the Notes in writing for one or more of the following purposes:


 


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


 


(b)               
to provide for the assumption by a successor Person of the obligations of the Company or a Guarantor under this Indenture
or the Notes in accordance with this Indenture or to provide for the release of any Guarantor in accordance with Section 13.10;


 


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


 


(d)               
to secure the Notes or the Guarantees;


 


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


 


(f)                
to make any change that, as determined by the Board of Directors of the Company in good faith, does not adversely affect
the rights of any Holder;


 


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


 









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(h)               
 comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture
Act to the extent this Indenture is qualified thereunder;


 


(i)                
[reserved];


 


(j)                
provide for the appointment of a successor Trustee, Note Registrar, Paying Agent or Conversion Agent;


 


(k)               
comply with the rules of any applicable securities depositary in a manner that does not adversely affect the rights of any
Holder;


 


(l)                
[reserved];


 


(m)             
increase the Conversion Rate as provided in this Indenture; or


 


(n)               
to make any change to comply with rules of the Depositary, so long as such change does not adversely affect the rights of
any Holder, as certified in good faith by the Company in an Officer’s Certificate.


 


Upon the written request of the Company and subject
to Section 10.05, the Trustee is hereby authorized to, and shall, join with the Company and the Guarantors in the execution of any
such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee
shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


 


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


 


Section 10.02       
Supplemental Indentures with Consent of Holders. With the consent (evidenced as
provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined
in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender
or exchange offer for, Notes), the Company and the Guarantors, when authorized by the resolutions of their respective Boards of Directors
(or similar governing body) and the Trustee, at the Company’s sole expense, may from time to time and at any time enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture, any supplemental indenture or the Notes or of modifying in any manner the rights of the Holders;


 


provided, however, that, without the consent of (i) in
the case of clause (j) below, holders of at least 75% of the aggregate principal amount of the Notes then Outstanding (determined in accordance
with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer
for, Notes) or (y) in all other cases, each Holder of an outstanding Note affected, no such supplemental indenture shall:


 


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


 


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


 









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(c)               
 reduce the principal amount of any Notes, reduce the premium payable upon the conversion of the Notes, or extend the Maturity
Date of any Note;


 


(d)               
make any change that adversely affects the conversion rights of any Notes other than as expressly permitted or required
by this Indenture;


 


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


 


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


 


(g)               
change the ranking or priority of the Notes;


 


(h)               
impair the right of any Holder to institute suit for the enforcement right to receive payment or delivery, as the case may
be, of the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest, if any, on, and
the consideration due upon conversion of, its Notes, on or after the respective due dates expressed or provided for in the Notes or this
Indenture;


 


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


 


(j)                
release any Guarantor from any of its obligations under its Guarantee otherwise than in accordance with the terms contained
in this Indenture; or


 


(k)               
provide for the issuance of additional Notes except as permitted herein.


 


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


 


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


 


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


 






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


 


Section 10.05       
Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition
to the documents required by Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article 10 and
is permitted or authorized by this Indenture and such Opinion of Counsel shall include a customary legal opinion stating that such supplemental
indenture is the valid and binding obligation of the Company and the Guarantors, subject to customary exceptions and qualifications.


 


Article
11

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


 


Section 11.01       
Company and Guarantors May Consolidate, Etc. on Certain Terms.


 


(a)               
Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey,
transfer or lease, all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a
whole, to another Person, unless:


 


(i)                
the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation
organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor
Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and
this Indenture;


 


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


 


(iii)            
if the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate
and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture
and that such supplemental indenture is authorized or permitted by this Indenture and an Opinion of Counsel stating that the supplemental
indenture is the valid and binding obligation of the Successor Company, subject to customary exceptions and qualifications.


 


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


 









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(b)               
 Subject to the provisions of Section 13.10, no Guarantor shall consolidate with, merge with or into, or sell, convey,
transfer or lease, all or substantially all of its assets to, another Person, unless:


 


(i)                
the other Person is the Company or a Guarantor or becomes a Guarantor concurrently with the transaction;


 


(ii)              
either (x) the Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes
all of the obligations of the Guarantor under this Indenture by the execution of a supplemental indenture; or


 


(iii)            
the transaction constitutes a sale or other disposition or transfer (including by way of consolidation, merger or amalgamation)
of the Guarantor or the sale, conveyance, transfer or lease of all or substantially all the assets of the Guarantor (in each case other
than to the Company or a Guarantor) otherwise not prohibited by this Indenture.


 


Notwithstanding the foregoing, any Guarantor may
(a) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the
Company, (b) consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the
legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction or changing the legal form of the Guarantor, (c)
convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws
of the jurisdiction of organization of such Guarantor and (d) liquidate or dissolve or change its legal form if the Company determines
in good faith that such action is in the best interests of the Company and its Subsidiaries.


 


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


 






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


 


Section 11.03       
Opinion of Counsel to Be Given to Trustee. The Company shall deliver, or cause
to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation,
merger, combination, sale, lease or other transfer or disposition complies with the requirements of this Indenture. 


 


Article
12

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


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


 


Article
13

guarantee


 


Section 13.01       
Guarantee. Subject to the provisions of this Article 13, each Guarantor hereby irrevocably and unconditionally
guarantees, jointly and severally, on a senior basis, the full and punctual payment (whether at the Maturity Date, by acceleration, upon
repurchase or otherwise) of the principal of and interest on the Notes and the Settlement Amounts upon conversion, and all other payment
obligations of the Company under this Indenture. Upon failure by the Company to pay punctually any such amount, each Guarantor shall
forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.


 


Section 13.02       
Guarantee Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:


 


(a)               
any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this
Indenture or any Note, by operation of law or otherwise;


 


(b)               
any modification or amendment of or supplement to this Indenture or any Note;


 









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(c)               
 any change in the existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained
in this Indenture or any Note;


 


(d)               
the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee
or any other Person, whether in connection with this Indenture or any unrelated transactions; provided that nothing herein
prevents the assertion of any such claim by separate suit or compulsory counterclaim;


 


(e)               
any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Note, or any
provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note
or any other amount payable by the Company under this Indenture; or


 


(f)                
any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance
whatsoever which might, but for the provisions of this Section 13.02, constitute a legal or equitable discharge of or defense to
such Guarantor’s obligations hereunder.


 


For the avoidance of doubt, the Guarantees with respect to a Note are
not exchangeable and shall automatically terminate when such Note is exchanged in accordance with this Indenture.


 


Section 13.03       
Discharge; Reinstatement. Subject to Section 13.10, each Guarantor’s obligations hereunder shall
remain in full force and effect until the principal of, premium, if any, and interest, if any, on the Notes and all other amounts payable
by the Company under this Indenture have been paid in full. If at any time any payment of the principal of, premium, if any, or interest
on any Note or any other amount payable by the Company under this Indenture is rescinded or must be otherwise restored or returned upon
the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor’s obligations hereunder with respect to
such payment shall be reinstated as though such payment had been due but not made at such time.


 


Section 13.04       
Waiver by the Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest
and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company
or any other Person.


 


Section 13.05       
Subrogation and Contribution. Upon making any payment with respect to any obligation of the Company under this
Article 13, the Guarantor making such payment shall be subrogated to the rights of the payee against the Company with respect to such
obligation; provided that the Guarantor may not enforce either any right of subrogation, or any right to receive payment
in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by
the Company hereunder or under the Notes remains unpaid.


 


Section 13.06       
Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Company under this
Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject
to acceleration under the terms of this Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee
or the Holders.


 


Section 13.07       
Limitation on Amount of Guarantee. Notwithstanding anything to the contrary in this Article 13, each Guarantor
and, by its acceptance of Notes, each Holder hereby confirms that it is the intention of all such parties that the Guarantee of such
Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the Bankruptcy Law or any comparable
provision of state law. To effectuate that intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations
of each Guarantor under its Guarantee are limited to the maximum amount that would not render the Guarantor’s obligations subject
to avoidance under applicable fraudulent conveyance provisions of the Bankruptcy Law or any comparable provision of state law.


 






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Section 13.08       
Execution and Delivery of Guarantee. The execution by each Guarantor of this Indenture (or a supplemental indenture)
evidences the Guarantee of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at
the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the
Guarantee set forth in this Indenture on behalf of each Guarantor.


 


Section 13.09       
Benefits Acknowledged. Each Guarantor acknowledges that it shall receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly
made in contemplation of such benefits.


 


Section 13.10       
Release of Guarantee. The Guarantee of a Guarantor shall terminate, and the Guarantee shall be automatically
and unconditionally released and discharged:


 


(a)               
upon a sale, transfer, exchange or other disposition (including by way of consolidation or merger) of Capital Stock of such
Guarantor following which the applicable Guarantor ceases to be a Restricted Subsidiary or the sale, transfer, exchange or other disposition
of all or substantially all the properties and assets of the applicable Guarantor (other than to the other Guarantors) otherwise not prohibited
by this Indenture,


 


(b)               
upon the release or discharge of such Guarantor’s obligations under the Credit Agreements or other Indebtedness that
resulted in the creation of such Guarantee other than, in each case, a release or discharge through payment thereon,


 


(c)               
upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor or upon the
liquidation of such Guarantor, in each case, in compliance with the this Indenture,


 


(d)               
upon the discharge of the Notes, as provided in Article 3, or


 


(e)               
as provided in Article 10.


 


Article
14

CONVERSION OF NOTES


 


Section 14.01       
Conversion Privilege. Subject to and upon compliance with the provisions of this
Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion
to be converted is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on
the second Scheduled Trading Day immediately preceding the Maturity Date, at an initial conversion rate of 100.0000 shares of Common
Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount
of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).


 






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Section 14.02       
Conversion Procedure; Settlement Upon Conversion.


 


(a)               
 Subject to this Section 14.02, Section 14.07(a) and Section 14.14(b), upon conversion of any Note, the Company
shall pay or deliver, as the case may be, to the converting Holder no later than two (2) Business Days following the applicable conversion
of the Notes, in respect of each $1,000 principal amount of Notes being converted, shares of Common Stock, together with cash, if applicable,
in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical
Settlement”) as set forth in this Section 14.02. The Company shall use the Physical Settlement Method for all conversions,
subject to the last sentence of Section 14.14.


 


(i)                
The shares of Common Stock and cash the Company shall pay and/or deliver, as the case may be, in respect of any conversion of Notes
(the “Settlement Amount”) shall be computed as follows in respect of each $1,000 principal amount of Notes being converted:
a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date (plus cash in lieu of any fractional
share of Common Stock issuable upon conversion).


 


(ii)              
[Reserved.]


 


(b)               
Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such
Holder shall (i) in the case of a Global Note, comply with the Applicable Procedures of the Depositary in effect at that time and, if
required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth
in Section 14.02(h) and, if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e) and (ii) in the
case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form
of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and
state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes
the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered,
(2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents),
at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents, (4) if required, pay
funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h)
and (5) if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e). The Trustee (and if different, the
Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion.
No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental
Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice
in accordance with Section 15.03. Notwithstanding anything to the contrary contained herein, to the extent that an indirect holder
of a Global Note held indirectly through a participant submits irrevocable instructions to convert any portion of such Note, such Holder
shall be deemed for purposes of Regulation SHO to have converted the applicable portion of such Note at the time of delivery of such instructions,
regardless of when shares of Common Stock are delivered to such Holder or its participant.


 


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


 


(c)                A
Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion
Date”) that the Holder has complied with the requirements set forth in subsection (ii) above. Except as set forth in
Section 14.07(a) and Section 14.14(b), the Company shall pay or deliver, as the case may be, the consideration due in
respect of the Conversion Obligation on the second (2nd) Business Day immediately following the relevant Conversion Date.
Notwithstanding the foregoing, with respect to the Company’s satisfaction of its Conversion Obligation through Physical
Settlement for which the relevant Conversion Date occurs after the Regular Record Date immediately preceding the Maturity Date, the
settlement shall occur on the Maturity Date. If any shares of Common Stock are due to a converting Holder, the Company shall issue
or cause to be issued, and deliver (if applicable) to the Conversion Agent or to such Holder, or such Holder’s nominee or
nominees, the full number of shares of Common Stock to which such Holder shall be entitled, in book-entry format through the
Depositary or on the Transfer Agent’s books if the shares of Common Stock are not then held through the facilities of DTC, in
satisfaction of the Company’s Conversion Obligation.


 






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


 


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


 


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


 


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


 


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


 






    	 	95	 



     


    

 


(i)                
The Person in whose name the shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder
of record as of the close of business on the relevant Conversion Date. Upon a conversion of Notes, such Person shall no longer be a Holder
of such Notes surrendered for conversion. Prior to conversion of a Holder’s Note, such Holder (in such capacity) shall not have
any rights as a stockholder of the Company.


 


(j)                
The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash
in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion
Date.


 


Section 14.03       
Company’s Mandatory Conversion Option.


 


(a)               
On or after February 14, 2024 and prior to the close of business on December 12, 2026, the Company may, at its option, elect
to convert the outstanding Notes, in whole or in part, if (x) the Last Reported Sale Price of the Common Stock (i) for at least twenty
(20) Trading Days (whether or not consecutive) during the period of thirty (30) consecutive Trading Days ending on, and including, the
Trading Day immediately preceding the date the Company sends a Mandatory Conversion Notice (the “Mandatory Conversion Notice Date”)
and (ii) on the Trading Day immediately preceding the Mandatory Conversion Notice Date is greater than or equal to $14.00 per share; (y)
the 60-Day ADTV ending on, and including, the Trading Day immediately preceding the Mandatory Conversion Notice Date is greater than or
equal to $15,000,000; and (z) the shares of Common Stock to be delivered upon such conversion, together with all shares of Common Stock
previously delivered in connection with the conversion of any Notes, equal no more than 20% of the free-float of the Common Stock on a
pro forma basis taking into account such conversion (together, the “Company Mandatory Conversion Condition”); provided that
the Company may not elect to convert Notes under this Section 14.03 in part unless it converts the same proportion of the principal amount
of all outstanding Notes across all Holders.


 


(b)               
To exercise the Company Mandatory Conversion Right, the Company will send notice of the Company’s election (a “Mandatory
Conversion Notice”) to Holders, the Trustee and the Conversion Agent.


 


Such Mandatory Conversion Notice must
state:


 


(i) that the Notes have been called for Mandatory Conversion, briefly describing the Company Mandatory Conversion Right under this Indenture;


 


(ii) the Mandatory Conversion Date;






 






    	 	96	 



     


    

 


(iii) the current Conversion Rate;


 


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


 


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


 



(c)               
If the Company exercises the Company Mandatory Conversion Right in accordance with this ‎Section 14.03, then
a Conversion Date will automatically, and without the need for any action on the part of any Holder, the Trustee or the Conversion Agent,
be deemed to occur, with respect to each Note then outstanding, on the Mandatory Conversion Date. The Mandatory Conversion Date will be
a Business Day of the Company’s choosing that is no more than thirty (30), nor less than ten (10), Business Days after the Company
sends the Mandatory Conversion Notice; provided that the Mandatory Conversion Date shall be no later than the second Scheduled Trading
Day prior to the Maturity Date. The Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion
Obligation on the second (2nd) Business Day immediately following the Mandatory Conversion Date.


 


(d)               
Each share of Common Stock delivered upon a Mandatory Conversion of any Note will 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. If the
Common Stock is then listed on any securities exchange and has been registered on an effective registration statement with the Commission,
then the Company will cause each share of Common Stock, when delivered upon a Mandatory Conversion of any Note, to be admitted for listing
on such exchange. Notwithstanding anything herein to the contrary, the Company (1) shall not be permitted to effect any Company Mandatory
Conversion hereunder unless as of such Mandatory Conversion Date no Equity Conditions Failure then exists.


 


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


 


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


 


	CR1 = CR0 ×	
    OS1

	OS0


 


where,


 


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



 


		CR1	=	the Conversion Rate in effect immediately after the open of business on such Record Date or Effective Date, as applicable;



 






    	 	97	 



     


    

 





		OS0	=	the number of shares of Common Stock outstanding immediately prior to the open of business on such Record Date or Effective Date, as
applicable, before giving effect to such dividend, distribution, share split or share combination; and



 


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



 


Any adjustment made under this Section 14.04(a) shall become effective
immediately after the open of business on the Record Date for such dividend or distribution, or immediately after the open of business
on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described
in this Section 14.04(a) is declared but not so paid or made, or any share split or combination of the type described in this Section 14.04(a)
is announced but the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately
readjusted, effective as of the date the Board of Directors of the Company determines in good faith not to pay such dividend or distribution,
or not to split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect
if such dividend or distribution had not been declared or such share split or combination had not been announced.


 


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


 


	CR1 = CR0 ×	
    OS0
    + X

	OS0 + Y


 


where,


 


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



 


		CR1	=	the Conversion Rate in effect immediately after the open of business on such Record Date;



 


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



 


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



 


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



 






    	 	98	 



     


    

 


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


 


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


 


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


 


	CR1 = CR0
    ×	SP0

	SP0 - FMV


where,


 


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



 


		CR1	=	the Conversion Rate in effect immediately after the open of business on such Record Date;



 


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



 


		FMV	=	the fair market value (as determined by the Board of Directors of the Company in good faith) of the Distributed Property with respect
to each outstanding share of the Common Stock on the Record Date for such distribution.



 









    	 	99	 



     


    

 


Any increase made under the portion of this Section 14.04(c)
above shall become effective immediately after the open of business on the Record Date for such distribution. If such distribution is
not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution had
not been declared. If the Company issues rights, options or warrants to acquire Capital Stock or other securities that are exercisable
only upon the occurrence of certain triggering events, the Company shall not adjust the conversion rate pursuant to the clauses above
until the earliest of these triggering events occurs. Notwithstanding the foregoing, if “FMV” (as defined above) is
equal to or greater than “SP0” (as defined above), then, in lieu of the foregoing increase, each Holder
of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the
Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder
owned a number of shares of Common Stock equal to the Conversion Rate in effect immediately prior to the open of business on the Record
Date for the distribution. If the Board of Directors of the Company determines in good faith the “FMV” (as defined
above) of any distribution for purposes of this Section 14.04(c) by reference to the actual or when-issued trading market for any
securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices
of the Common Stock over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the
Record Date for such distribution.


 


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


 


	CR1 = CR0 ×	
    FMV0
    + MP0

	MP0  


where,


 


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



 


		CR1	=	the Conversion Rate in effect immediately after the end of the
Valuation Period;



 


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



 


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



 


The increase to the Conversion Rate under the preceding
paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided that if the relevant Conversion
Date occurs during the Valuation Period, references to “10” in the preceding paragraph shall be deemed to be replaced with
such lesser number of Trading Days as have elapsed between the Record Date of such Spin-Off and the Conversion Date in determining the
Conversion Rate. If any dividend or distribution that constitutes a Spin-Off is declared but not so paid or made, the Conversion Rate
shall be immediately decreased, effective as of the date the Board of Directors of the Company determines in good faith not to pay or
make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been
declared or announced.


 






    	 	100	 



     


    

 



 


For purposes of this Section 14.04(c) (and
subject in all respect to Section 14.11), rights, options or warrants distributed by the Company to all holders of the Common Stock
entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under
certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”):


 


(i) are deemed to be transferred with such shares
of the Common Stock;


 


(ii) are not exercisable; and


 


(iii) are also issued in respect of future issuances
of the Common Stock,


 


shall be deemed not to have been distributed for purposes of this Section 14.04(c)
(and no adjustment to the Conversion Rate under this Section 14.04(c) will be required) until the occurrence of the earliest Trigger
Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required)
to the Conversion Rate shall be made under this Section 14.04(c). If any such right, option or warrant, including any such existing
rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such
rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date
of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights,
options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on
such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights,
options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto
that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 14.04(c)
was made:


 


(1) in the case of any such rights, options or
warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase
(x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and the Conversion Rate shall then
again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a
cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to
such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock
as of the date of such redemption or purchase, and


 


(2) in the case of such rights, options or warrants
that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such
rights, options and warrants had not been issued.


 


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


 


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


 


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


 






    	 	101	 



     


    

 


then, in either case,


 


(1) such dividend or distribution, other than the
Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(c)
is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 14.04(c)
with respect to such Clause C Distribution shall then be made, and


 


(2) the Clause A Distribution and Clause B Distribution
shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 14.04(a) and
Section 14.04(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Record Date”
of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Record Date of the Clause C Distribution and (II)
any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding
immediately prior to the open of business on such Record Date or Effective Date” within the meaning of Section 14.04(a) or
 “outstanding immediately prior to the open of business on such Record Date” within the meaning of Section 14.04(b).


 


(d)               
If the Company pays or makes any cash dividend or distribution to all or substantially all holders of the Common Stock,
the Conversion Rate shall be increased based on the following formula:


 


	CR1 = CR0 ×	
    SP0

	SP0 – C


 


where,


 


	CR0	=	the
    Conversion Rate in effect immediately prior to the open of business on the Record Date for such dividend or distribution;
	 	 	 
	CR1	=	the
    Conversion Rate in effect immediately after the open of business on the Record Date for such dividend or distribution;
	 	 	 
	SP0	=	the
    Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Record Date for such dividend or distribution;
    and




 


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



 


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


 






    	 	102	 



     


    

 


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


 


	CR1 = CR0 ×	
    AC + (SP1
    x OS1)

	OS0 x SP1


where,


 


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



 


	CR1	=	the Conversion Rate in effect immediately after the close of business on the tenth (10th) Trading Day immediately following,
and including, the Trading Day next succeeding the Expiration Date;



 


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



 


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



 


	SP1	=	the average of the Last Reported Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period commencing on, and
including, the Trading Day next succeeding the Expiration Date.



 


The increase to the Conversion Rate under this
Section 14.04(e) shall occur at the close of business on the tenth (10th) Trading Day immediately following, and including,
the Trading Day next succeeding the date such tender or exchange offer expires; provided that if the relevant Conversion Date occurs
during the ten (10) Trading Days immediately following, and including, the Trading Day next succeeding the Expiration Date of any tender
or exchange offer, references to “ten (10)” or “tenth (10th)” in the preceding paragraph shall be deemed
replaced with such lesser number of Trading Days as have elapsed between the Expiration Date of such tender or exchange offer and the
Conversion Date in determining the Conversion Rate. In addition, if the Trading Day next succeeding the date such tender or exchange offer
expires is after the tenth (10th) Trading Day immediately preceding, and including, the date immediately preceding the relevant
Conversion Date in respect of a conversion of Notes, references to “ten (10)” or “tenth (10th)” in
the preceding paragraph and this paragraph shall be deemed to be replaced, solely in respect of that conversion of Notes, with such lesser
number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date such tender or exchange offer expires
to, and including, the last Trading Day immediately preceding the relevant Conversion Date.


 


In the event that the Company or one of its
Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company
is, or such Subsidiary is, permanently prevented by applicable law from consummating any such purchases, or all such purchases are
rescinded, then the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such tender offer
or exchange offer had not been made or had been made only in respect of the purchases that have been consummated.


 






    	 	103	 



     


    

 


(f)                
Upon the occurrence of Reset Date, the Conversion Rate shall be increased based on the following formula:


 


	CR1 = CR0 ×	
    $1,000 / CR0

	ACP


where,


 


		CR0	=	the Conversion Rate in effect immediately prior to the close of business on the Trading Day immediately preceding the Reset Date;



 


		CR1	=	the Conversion Rate in effect immediately after the open of business on Reset Date;



 


		ACP	=	the Applicable Conversion Price.



 


For the avoidance of doubt, the Conversion Rate
may not be decreased pursuant to this Section 14.04(f).


 


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


 


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


 


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


 


(j)                
Except as stated in this Indenture, the Company shall not adjust the Conversion Rate for the issuance of shares of Common
Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or
such convertible or exchangeable securities. For illustrative purposes only and without limiting the generality of the preceding sentence,
the Conversion Rate shall not be adjusted:


 






    	 	104	 



     


    

 


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


 


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


 


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


 


(iv)             
upon the repurchase of any shares of Common Stock pursuant to an open market share repurchase program or other buy-back transaction,
including structured or derivative transactions, that is not a tender or exchange offer of the nature described in Section 14.04(e);


 


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


 


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


 


In addition, for the avoidance of doubt, none of
the foregoing shall constitute a Conversion Reset Offering.


 


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


 


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


 


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


 






    	 	105	 



     


    

 


(n)               
 For the avoidance of doubt, the closing of the transactions contemplated by the BCA to occur on the date of this Indenture
shall not result in any adjustment of the Conversion Rate, Conversion Price or any other terms of the Notes.


 


Section 14.05       
Adjustments of Prices. Whenever any provision of this Indenture requires the Company
to calculate the Last Reported Sale Prices or the Daily VWAPs over a span of multiple days, the Board of Directors of the Company shall
make appropriate adjustments (without duplication in respect of any adjustment made pursuant to Section 14.04) to each to account
for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the
Ex-Dividend Date, Record Date, Effective Date or Expiration Date, as the case may be, of the event occurs, at any time during the period
when the Last Reported Sale Prices or the Daily VWAPs are to be calculated.


 


Section 14.06       
Shares to Be Fully Paid. The Company shall reserve, out of its authorized but
unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the Notes from time to time
as such Notes are presented for conversion (assuming the delivery of the maximum number of Additional Shares pursuant to Section 14.14).


 


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


 


(a)               
In the case of:


 


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


 


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


 


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


 


(iv)             
any statutory share exchange,


 


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


 






    	 	106	 



     


    

 


If the Share Exchange Event causes the Common Stock
to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any
form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted
average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property
for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share
of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which
the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon conversion of
each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date
(as may be increased by any Additional Shares pursuant to Section 14.14), multiplied by the price paid per share of Common
Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting
Holders on the second (2nd) Business Day immediately following the relevant Conversion Date. The Company shall notify in writing
Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as reasonably practicable after
such determination is made.


 


If the Reference Property in respect of any Share
Exchange Event includes, in whole or in part, shares of common equity, such supplemental indenture described in the second immediately
preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments
provided for in this Article 14 with respect to the portion of the Reference Property consisting of such common equity. If, in the
case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (including any
combination thereof), other than cash and/or Cash Equivalents, of a Person other than the Company or the successor or purchasing corporation,
as the case may be, in such Share Exchange Event, then such supplemental indenture shall also be executed by such other Person, if such
other Person is an affiliate of the Company or the successor or acquiring company, and shall contain such additional provisions to protect
the interests of the Holders of the Notes as the Board of Directors of the Company shall reasonably consider necessary by reason of the
foregoing, including the provisions providing for the purchase rights set forth in Section 15.02.


 


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


 


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


 


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


 






    	 	107	 



     


    

 


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


 


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


 


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


 


Section 14.09       
Responsibility of Trustee. The Trustee and any other Conversion Agent shall not
at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether
any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent
or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided
to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity
or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued
or delivered upon the conversion of any Note; and the Trustee and any other Conversion Agent make no representations with respect thereto.


 


Neither the Trustee nor any Conversion Agent shall be responsible for
any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property
or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants
of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent
shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into
pursuant to Section 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable
by Holders upon the conversion of their Notes after any event referred to in such Section 14.07 or to any adjustment to be made with
respect thereto, but, subject to the provisions of Section 7.01, may accept (without any independent investigation) as conclusive
evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officer’s Certificate
(which the Company shall be obligated to deliver to the Trustee prior to the execution of any such supplemental indenture) with respect
thereto. The Trustee and the Conversion Agent may conclusively rely upon any notice with respect to the commencement or termination of
such conversion rights.


 


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


 


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


 


(b)               
Share Exchange Event; or


 


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


 






    	 	108	 



     


    

 


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


 


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


 


Section
14.12        Exchange
in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its election
(an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the first (1st) Trading
Day following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion.
In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver,
in exchange for such Notes, the shares of Common Stock (plus any cash in lieu of fractional shares) due upon conversion as described
in Section 14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first (1st)
Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent and the Holder surrendering its
Notes for conversion that it has made the Exchange Election, and the Company shall promptly notify the designated financial institution
of the Physical Settlement Method with respect to such conversion and the relevant deadline for payment and/or delivery of shares of
Common Stock, any cash in lieu of fractional shares.


 


Any Notes exchanged by the designated financial
institution shall remain outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely
pay and/or deliver the required shares of Common Stock and any cash in lieu of fractional shares, or if such designated financial institution
does not accept the Notes for exchange, the Company shall notify in writing the Trustee, the Conversion Agent and the Holder surrendering
its Notes for conversion, and pay and/or deliver the required shares of Common Stock, together with cash in lieu of any fractional shares
to the converting Holder at the time and in the manner required under this Indenture as if the Company had not made an Exchange Election.


 


The Company’s designation of a
financial institution to which the Notes may be submitted for exchange does not require that financial institution to accept any
Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be
obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such
transaction.


 






    	 	109	 



     


    

 


Section
14.13        Limits
Upon Issuance of Shares of Common Stock Upon Conversion. The Company shall not effect the conversion
of any of the Notes held by a Holder, and such Holder shall not have the right to convert any of the Notes held by such Holder pursuant
to the terms and conditions of this Indenture and any such conversion shall be null and void and treated as if never made, to the extent
that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially
own in excess of 9.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving
effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned
by such Holder and the other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all other
Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Notes with respect to which the determination
of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining,
nonconverted Notes beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised
or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred
stock or warrants, including the Notes) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion
or exercise analogous to the limitation contained in this Section 14.13. For purposes of this Section 14.13, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding
shares of Common Stock a Holder may acquire upon the conversion of such Notes without exceeding the Maximum Percentage, such Holder may
rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K,
Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission, as the case may be, (y) a more
recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth
the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives
a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding
Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent
that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 14.13,
to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be delivered pursuant
to such Conversion Notice. For any reason at any time, upon the written or oral request of any Holder, the Company shall within one (1)
Business Day confirm orally and in writing or by electronic mail to such Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including such Notes, by such Holder and any other Attribution Party since the date as of which the Reported
Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Notes
results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage
of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares
so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage
(the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have
the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, any Holder may from time to time
increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage
of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the
Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any
such increase or decrease will apply only to such Holder and the other Attribution Parties and not to any other Holder that is not an
Attribution Party of such Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this
Indenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for
purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert such Notes pursuant to this paragraph
shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of
this Section 14.13 to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or
inconsistent with the intended beneficial ownership limitation contained in this Section 14.13 or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall
apply to a successor holder of such Notes. Neither the Trustee nor the Conversion Agent shall have any responsibility to determine the
Maximum Percentage or whether the issuance of any shares results in a Holder or Attribution Party having Excess Shares or otherwise determine
or monitor compliance with the terms of this Section 14.13. Notwithstanding anything to contrary herein, if in connection with any
Mandatory Conversion of a Holder’s Notes there would be Excess Shares or unconverted Notes with respect to such Holder, all such
Holder’s Notes (including any unconverted Notes) shall nevertheless be deemed to have been converted, discharged, satisfied and
repaid in full on the applicable Conversion Date and thereafter shall not accrue any interest, provided that, upon request by
such Holder, such Holder shall be entitled to receive a number of shares of Common Stock equal to such Excess Shares subject to the foregoing
provisions of this Section 14.13.


 






    	 	110	 



     


    

 


Section 14.14       
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes
or Mandatory Conversion.


 


(a)                If
(i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes
in connection with such Make-Whole Fundamental Change or (ii) the Company delivers a Mandatory Conversion Notice in connection with
such conversion as provided under Section 14.03, as the case may be, the Company shall, under the circumstances described
below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock
(the “Additional Shares”), to the extent and as described below. A conversion of Notes shall be deemed for these
purposes to be “in connection with” such Make-Whole Fundamental Change (i) if the relevant Conversion Date occurs during
the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day
immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would
have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the thirty-fifth (35th)
Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole
Fundamental Change Period”), or (ii) if it is a Mandatory Conversion. Upon surrender of Notes for conversion in connection
with a Make-Whole Fundamental Change or Mandatory Conversion in connection with a Make-Whole Fundamental Change, the Company shall
satisfy the related Conversion Obligation by Physical Settlement in accordance with Section 14.02; provided, however,
that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change,
the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes
following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on
the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal
to the Conversion Rate (including any increase to reflect the Additional Shares), multiplied by such Stock Price. In such
event, the Conversion Obligation shall be determined and paid to Holders in cash on the second (2nd) Business Day
following the Conversion Date. The Company shall notify in writing the Holders, the Trustee and the Conversion Agent (if other than
the Trustee) of the Effective Date of any Make-Whole Fundamental Change no later than five (5) Business Days after such Effective
Date.


 






    	 	111	 



     


    

 


(b)               
The number of Additional Shares, if any, by which the Conversion Rate shall be increased for conversions in connection with
a Make-Whole Fundamental Change or Mandatory Conversion shall be determined by reference to the table below, based on the date on which
the Make-Whole Fundamental Change occurs or becomes effective or the date the Company delivers the Mandatory Conversion Notice, as the
case may be (in each case, the “Effective Date”) and the price (the “Stock Price”) paid (or deemed
to be paid) per share of the Common Stock in the Make-Whole Fundamental Change or determined with respect to the Mandatory Conversion
Notice, as the case may be. If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental
Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise,
the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five (5) consecutive Trading Day period
ending on, and including, the Trading Day immediately preceding the applicable Effective Date. The Board of Directors of the Company shall
make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate
that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Record Date, Effective Date (as such term
is used in Section 14.04) or Expiration Date of the event occurs during such five (5) consecutive Trading Day period. If a Mandatory
Conversion would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of any such Notes to be converted will
be entitled to a single increase to the Conversion Rate with respect to the first to occur of the Effective Date of the Mandatory Conversion
Notice or the Make-Whole Fundamental Change, as applicable, and the later event shall be deemed not to have occurred for purposes of this
Section 14.14.


 


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


 


(d)               
The following table sets forth the number of Additional Shares of Common Stock by which the Conversion Rate shall be increased
per $1,000 principal amount of Notes pursuant to this Section 14.14 for each Stock Price and Effective Date set forth below:


 


	Stock
    Price	 
	Effective
    Date	 	$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.50	 	 	$20.00	 	 	$25.00	 	 	$30.00	 	 	$60.00	 
	February 14, 2022	 	37.2035	 	 	31.0727	 	 	26.2683	 	 	22.4528	 	 	19.3862	 	 	16.8950	 	 	14.8312	 	 	12.4198	 	 	9.5408	 	 	6.2146	 	 	4.4251	 	 	0.0000	 
	February 14, 2023	 	31.4918	 	 	25.1871	 	 	20.3141	 	 	16.5295	 	 	13.5800	 	 	11.2738	 	 	9.4387	 	 	7.4394	 	 	5.2767	 	 	3.1852	 	 	2.2446	 	 	0.0000	 
	February 14, 2024	 	26.9978	 	 	20.0466	 	 	14.3090	 	 	9.5600	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 
	February 14, 2025	 	23.9195	 	 	17.6538	 	 	12.5519	 	 	8.3649	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 
	February 14, 2026	 	18.0288	 	 	12.8594	 	 	8.9162	 	 	5.8382	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 
	February 14, 2027	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 	 	0.0000	 



 


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


 


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


 






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(ii)              
if the Stock Price is greater than $60.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in
the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate;
and


 


(iii)            
if the Stock Price is less than $10.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the
column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.


 


Notwithstanding the foregoing, in no event shall
the Conversion Rate per $1,000 principal amount of Notes exceed 137.2035 shares of Common Stock, subject to adjustment in the same manner
as the Conversion Rate pursuant to Section 14.04.


 


Nothing in this Section 14.14 shall prevent
an adjustment to the Conversion Rate that would otherwise be required pursuant to Section 14.04 in respect of a Make-Whole Fundamental
Change.


 


Notwithstanding anything to the contrary in this
Indenture, any obligation to deliver Additional Shares in accordance with this Section 14.14 may be satisfied by the Company delivering
cash in lieu of delivering any Additional Shares based on the Daily VWAP for the relevant Conversion Date.


 


Article
15

REPURCHASE OF NOTES AT OPTION OF HOLDERS


 


Section 15.01       
[Intentionally Omitted].


 


Section 15.02       
Repurchase at Option of Holders Upon a Fundamental Change.


 


(a)               
If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s
option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof
properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or an integral multiple of $1,000,
on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than twenty (20) Business
Days or more than thirty-five (35) Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus any remaining amounts that would be owed to, but
excluding, the Maturity Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase
Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which
case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to Holders
of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of
Notes to be repurchased pursuant to this Article 15. The Fundamental Change Repurchase Date shall be subject to postponement in order
to allow the Company to comply with applicable law.(b) Repurchases of Notes under this Section 15.02
shall be made, at the option of the Holder thereof, upon:


 


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


 






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


 


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


 


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


 


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


 


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


 


provided, however, that if the Notes are Global Notes,
the Fundamental Change Repurchase Notice must comply with the Applicable Procedures.


 


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


 


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


 


(c)               
On or before the twentieth (20th) Business Day after the occurrence of the effective date of a Fundamental Change,
the Company shall provide to all Holders of Notes, the Trustee, the Conversion Agent (if other than the Trustee) and the paying agent
(in the case of a paying agent other than the Trustee) a written notice (the “Fundamental Change Company Notice”) of
the occurrence of the effective date of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result
thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be
delivered in accordance with the Applicable Procedures of the Depositary. Each Fundamental Change Company Notice shall specify:


 


(i)                
the events causing the Fundamental Change;


 


(ii)              
the effective date of the Fundamental Change;


 


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


 






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(iv)             
 the Fundamental Change Repurchase Price;


 


(v)               
the Fundamental Change Repurchase Date;


 


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


 


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


 


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


 


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


 


No failure of the Company to give the foregoing
notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase
of the Notes pursuant to this Section 15.02. Simultaneously with providing such notice, the Company will publish such information
on its website or through such other public medium as the Company may use at that time.


 


At the Company’s written request, given at
least (5) five days prior to the date the Fundamental Change Company Notice is to be sent, the Trustee shall give such notice in the Company’s
name and at the Company’s expense; provided, however, that, in all cases, the text of such Fundamental Change Company
Notice shall be prepared by the Company.


 


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


 


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


 






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(f)                
For purposes of this Article 15, the paying agent may be any agent, depositary, tender agent, paying agent or other agent
appointed by the Company to accomplish the purposes set forth herein.


 


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


 


(i)                
the principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which must be $1,000 or an
integral multiple thereof,


 


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


 


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


 


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


 


Section 15.04       
Deposit of Fundamental Change Repurchase Price. 


 


(a)               
The Company will deposit with the Trustee (or other paying agent appointed by the Company), or if the Company is acting
as its own paying agent, set aside, segregate and hold in trust as provided in Section 4.04 on or prior to 11:00 a.m., New York City
time, on the Fundamental Change Repurchase Date (subject to extension in order to allow the Company to comply with applicable law) an
amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject
to receipt of funds and/or Notes by the Trustee (or other paying agent appointed by the Company), payment for Notes surrendered for repurchase
(and not validly withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase
Date) will be made on the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.02)
and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other paying agent appointed by the Company)
by the Holder thereof in the manner required by Section 15.02 by mailing checks or by making a wire transfer in accordance with the
provisions of Section 2.03(b) for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register;
provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the
Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company
any funds in excess of the Fundamental Change Repurchase Price.


 






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(b)               
 If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other paying agent appointed
by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental
Change Repurchase Date, or, if extended in order to allow the Company to comply with applicable law, such later date, then, with respect
to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn in accordance with the provisions
of this Indenture and the Applicable Procedures of the Depositary, (i) such Notes will cease to be outstanding, (ii) interest will cease
to accrue on such Notes on the Fundamental Change Repurchase Date or, if extended in order to allow the Company to comply with applicable
law, such later date (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or
paying agent) and (iii) all other rights of the Holders of such Notes with respect to the Notes will terminate on the Fundamental Change
Repurchase Date or, if extended in order to allow the Company to comply with applicable law, such later date (other than (x) the right
to receive the Fundamental Change Repurchase Price and (y) to the extent not included in the Fundamental Change Repurchase Price, accrued
and unpaid interest, if applicable).


 


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


 


Section 15.05       
Repurchase of Notes. To the extent that the provisions of any securities laws
or regulations conflict with the provisions of this Indenture relating to the Company’s obligations to purchase the Notes upon
a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached
its obligations under such provisions of this Indenture by virtue of such conflict.


 


Article
16

NO REDEMPTION


 


Section 16.01       
No Redemption. The Notes shall not be redeemable by the Company prior to the Maturity
Date, and no sinking fund is provided for the Notes.


 


Article
17

MISCELLANEOUS PROVISIONS


 


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


 


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


 


Section 17.03       
Addresses for Notices, Etc. Any notice or demand that by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by the Holders on the Company or any Guarantor shall be deemed
to have been sufficiently given or made, for all purposes if given or served by being deposited postage prepaid by registered or certified
mail in a post office letter box addressed (until another address is delivered by the Company or any Guarantor to the Trustee) to QualTek
Services Inc., 475 Sentry Parkway E, Suite 200, Blue Bell, Pennsylvania 19422,
Attention: Secretary, with a copy sent to Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Timothy
Cruickshank, P.C. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if it is in writing and actually received by the Trustee at the Corporate Trust Office. In no event
shall the Trustee or the Conversion Agent be obligated to monitor any website maintained by the Company or any press releases issued
by the Company.


 






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


 


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


 


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


 


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


 


Notwithstanding any other provision of this Indenture
or any Note, where this Indenture or any Note provides for notice of any event to a Holder of a Global Note (whether by mail or otherwise),
such notice shall be properly delivered if delivered to The Depository Trust Company (“DTC”) (or its designee) in accordance
with the applicable procedures of DTC.


 


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


 


THIS INDENTURE SHALL BE SUBJECT TO THE PROVISIONS
OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.


 


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


 


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


 






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Section 17.05       
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee.
Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture (other
than, with respect to an Opinion of Counsel, in connection with the issuance and authentication of the Notes on the date of this Indenture),
the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such action is permitted
by the terms of this Indenture and that all conditions precedent to such action have been complied with. With respect to matters of fact,
an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.


 


Each Officer’s Certificate and Opinion of
Counsel provided for, by or on behalf of the Company or any of the Guarantors in this Indenture and delivered to the Trustee with respect
to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.07) shall include (a) a
statement that the person signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as
to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement
that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express
an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the
judgment of such person, such action is permitted by this Indenture and that all conditions precedent to such action have been complied
with.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


______________________________,

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

in the within-named Indenture.


 


By: __________________________________________

Authorized Signatory


 


Section 17.11       
Execution in Counterparts. This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of
copies of this Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution
and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile, PDF or other electronic means shall be deemed to be their original signatures for all
purposes. Unless otherwise provided in this Indenture or in any Note, the words “execute,” “execution,” “signed”
and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture,
any Note or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall
be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to
the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act and any other similar state laws based on the Uniform Electronic Transactions
Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept
electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to procedures approved by the Trustee.


 






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


 


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


 


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


 


Section 17.15       
Calculations. The Company shall be responsible for making all calculations called
for under the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common
Stock, the Daily VWAPs, accrued interest payable on the Notes, any Additional Interest on the Notes, the Conversion Rate of the Notes,
Maximum Percentage, Excess Shares, Secured Net Leverage Ratio, Total Net Leverage Ratio and the Applicable Interest Rate. The Company
shall make all these calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding
on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each
of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent
verification. The Trustee will forward the Company’s calculations to any registered Holder of Notes upon the written request of
that Holder at the sole cost and expense of the Company. Neither the Trustee nor the Conversion Agent will have any responsibility to
make calculations under this Indenture, nor will either of them have any responsibility to monitor the Company’s stock or trading
price, determine whether the conditions to convertibility of the Notes have been met, determine whether the Applicable Interest Rate
is correct or determine whether the circumstances requiring changes to the Conversion Rate have occurred. 


 


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


 






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Section 17.17       
Tax Withholding. The Company or the Trustee, as the case may be, shall be entitled
to make a deduction or withholding from any payment which it makes under this Indenture for or on account of any present or future taxes,
duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder
or official interpretations thereof or any law implementing an intergovernmental approach thereto, in each case, that a Holder is subject
to pursuant to the Indenture (“Applicable Tax Law”), or by virtue of the relevant Holder failing to satisfy any certification
or other requirements under Applicable Tax Law in respect of the Notes, in which event the Company or the Trustee, as the case may be,
shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount
so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such
withholding tax.


 


Notwithstanding any other provision of this Indenture,
if the Company or other applicable withholding agent pays withholding taxes or backup withholding on behalf of the Holder as a result
of an adjustment or the nonoccurrence of an adjustment to the Conversion Rate, the Company or other applicable withholding agent may,
at its option, withhold from or set off such payments against payments of cash and shares of Common Stock on the Note (or any payments
on the Common Stock) or sales proceeds received by or other funds or assets of the Holder.


 


[Remainder of page intentionally left blank]


 






    	 	122	 



     


    

 


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


 


	 	QUALTEK SERVICES INC., as Issuer
	 	 
	 	By: 	/s/ Adam Spittler
	 	Name: Adam Spittler
	 	Title: Chief Financial Officer
	 	 
	 	QUALTEK LLC
	 	BCP QUALTEK BUYER, LLC
	 	QUALTEK MIDCO, LLC
	 	QUALTEK MANAGEMENT, LLC
	 	QUALTEK WIRELINE LLC
	 	QUALSAT, LLC
	 	ADVANTEK ELECTRICAL CONSTRUCTION, LLC
	 	QUALTEK WIRELESS LLC
	 	SITE SAFE, LLC
	 	NX UTILITIES ULC
	 	QUALTEK RECOVERY LOGISTICS LLC
	 	QUALTEK FULFILLMENT LLC
	 	QUALTEK RENEWABLES LLC,
	 	each as a Guarantor
	 	 
	 	By: 	/s/ Adam Spittler             
	 	Name: Adam Spittler
	 	Title: Chief Financial Officer




 


	WILMINGTON TRUST, NATIONAL ASSOCIATION,
    as Trustee	 
	 	 
	By: 	/s/ Quinton M. DePompolo	 
	 	Name: Quinton M. DePompolo	 
	 	Title: Banking Officer	 




 


[Signature Page to Indenture]


 






    


     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]


 


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


 


[INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]


 


[THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE
UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE (NOTWITHSTANDING THE FOREGOING,
THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES). BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
THE ACQUIRER AGREES FOR THE BENEFIT OF QUALTEK SERVICES INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) TO THE EXTENT RULE 144 IS
AVAILABLE ON SUCH DATE, ONE YEAR AFTER THE ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES
ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A)       TO
THE COMPANY OR ANY SUBSIDIARY THEREOF;


 


(B)       PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER;


 


(C)       PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT;
OR


 


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


 






    	 	A-1	 



     


    

 


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


 






    	 	A-2	 



     


    

 


QualTek Services Inc.


 


Senior Unsecured Convertible Notes due 2027


 


No. [     ]


 


[Initially]1
$[      ]


 


CUSIP No. 77867Q AB82


 


QualTek Services Inc., a corporation duly organized
and validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor corporation
or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [Cede & Co.]3
[ ]4, or registered assigns, the principal sum [as set forth
in the “Schedule of Exchanges of Notes” attached hereto]5
[of $[ ]]6, which amount, taken together with the principal
amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $124,685,000 in aggregate at any time, in
accordance with the rules and procedures of the Depositary, on February 15, 2027, and interest thereon as set forth below.


 


This Note shall bear interest at the rate shown
in the table below, based on the Total Net Leverage Ratio of the Company as of the end of the most recent Four Quarter Period for which
consolidated financial statements are available from February 14, 2022, or from the most recent date to which interest had been paid or
provided for to, but excluding, the next scheduled Interest Payment Date until February 15, 2027.


 


	Total Net Leverage Ratio	 	Applicable Interest Rate	 
	Less than 4.25 to 1	 	 	9.50	%
	4.25x or greater but less than 4.75 to 1	 	 	10.00	%
	4.75x or greater but less than 5.25 to 1	 	 	10.75	%
	5.25 to 1 or greater	 	 	11.75	%



 


At least five (5) Business Days prior to the commencement
of each Interest Period, the Company shall deliver an Officer’s Certificate to the Trustee and written notice to any paying agent
and the Holders of the Notes setting forth the Applicable Interest Rate for the next succeeding Interest Period. If the Company does not
deliver such notice, the Applicable Interest Rate from the immediately preceding Interest Period shall apply to the next succeeding Interest
Period.


 


Interest is payable quarterly in arrears on
each March 15, June 15, September 15 and December 15 of each year (or, if such day is not a Business Day, the next succeeding
Business Day), commencing on June 15, 2022, to Holders of record at the close of business on the preceding March 1, June 1,
September 1 or December 1 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set
forth in Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein
shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to
Section 6.03, and any express mention of the payment of Additional Interest in any provision
therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not
made.


 


 






1
Include if a global note.


2
Subject to the procedures of the Depositary, at such time as the Company notifies the Trustee that the Restrictive Legend is to be removed
in accordance with the Indenture, the CUSIP number for this Note shall be deemed to be 77867Q AA0.


3
Include if a global note.


4
Include if a physical note.


5
Include if a global note.


6
Include if a physical note.


 






    	 	A-3	 



     


    

 


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


 


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


 


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


 


This Note, and any claim, controversy or dispute
arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of New York (without
regard to the conflicts of laws provisions thereof).


 


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


 


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


 


[Remainder of page intentionally left blank]


 






    	 	A-4	 



     


    

 


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


 


	 	QUALTEK SERVICES INC., as Issuer
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated: February                 , 2022


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, certifies that
this is one

of the Notes described in the within-named Indenture.


  


	By:	                               	 
	 	Authorized Signatory	 






 






    	 	A-5	 



     


    

 


 



 


[FORM OF REVERSE OF NOTE]


 


QualTek Services Inc.


 


Senior Unsecured Convertible Notes due 2027


 


This Note is one of a duly authorized issue of
Notes of the Company, designated as its Senior Unsecured Convertible Notes due 2027 (the “Notes”), initially limited
to the aggregate principal amount of $125,000,000 all issued or to be issued under and pursuant to an Indenture dated as of February
14, 2022 (the “Indenture”), among the Company, the Guarantors party thereto and Wilmington Trust, National Association,
as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for
a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the
Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified
in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the
Indenture.


 


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


 


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


 


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


 


Notwithstanding any other provision of the Indenture
or any provision of this Note, each Holder shall have the contractual right to receive payment or delivery, as the case may be, of (x)
the principal (including the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and
(z) the consideration due upon conversion of, this Note, on or after the respective due dates expressed or provided for in this Note
or in the Indenture, and the contractual right to institute suit for the enforcement of any such payment or delivery, as the case may
be, on or after such respective dates, shall not be amended without the consent of each Holder.


 


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


 






    	 	A-6	 



     


    

 


The Notes are not subject to redemption through
the operation of any sinking fund or otherwise.


 


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


 


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


 






    	 	A-7	 



     


    

 


ABBREVIATIONS


 


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


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


JT TEN = joint tenants with right of survivorship and not as tenants
in common Additional abbreviations may also be used though not in the above list.


 






    	 	A-8	 



     


    

 


Schedule
A7


 


SCHEDULE OF EXCHANGES OF NOTES


 


QualTek Services Inc.


 


Senior Unsecured Convertible Notes due 2027


 


The initial principal amount of this Global Note
is ONE HUNDRED TWENTY FIVE MILLION DOLLARS ($125,000,000). The following increases or decreases in this Global Note have been made:


 


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

    authorized
 signatory of 
 Trustee or 
 Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 


 





 



7 Include if a
global note.


 






    	 	A-9	 



     


    

 


Attachment
1


 


[FORM OF NOTICE OF CONVERSION]


 


		To:	Wilmington Trust, National Association

                                            Global Capital Markets



50 South Sixth Street, Suite 1290

Minneapolis, Minnesota 55402

Attention: QualTek Notes Administrator


 


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


 


	Dated:	 	 	 
	 	 	 
	 	 	 
		 	Signature
	 	 	 
	Signature Guarantee	 	 





 


Signature(s) must be guaranteed by

an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares of Common Stock are to

be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.


 






    1 


     


    

 


Fill in for registration of shares if to be issued,

and Notes if to be delivered, other than to and in the name

of the registered holder:


 


	 	 
	(Name)	 
	 	 
	 	 
	(Street Address)	 
	 	 
	 	 
	(City, State and Zip Code)	 
	Please print name and address	 
	 	 
	 	Principal amount to be converted (if less than all):
	 	$__________,000
	 	NOTICE: The above signature(s) of the Holder(s) hereof
    must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change
    whatever.
	 	 
	 	Social Security or Other Taxpayer
		Identification Number



 






    2 


     


    

 


Attachment
2


 


[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]


 


To: Paying Agent


 


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


 


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


 


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



 






    1 


     


    

 


Attachment
3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


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


 






    1 


     


    

 


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



 






    2 


     


    

 








EXHIBIT B


 


[  ]
supplemental indenture 


 


QualTek
Services Inc.


 


THE GUARANTORS
PARTY HERETO


 


AND


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


 


as Trustee


 


Dated as of [     ], 202[
  ]


 


Senior Unsecured Convertible Notes due 2027


 






    	 	B-1	 



     


    

 


THIS [     
] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of        [       
, 202     ], among QualTek Services Inc., a Delaware corporation (the “Company”), [insert each
Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an “Undersigned”)
and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company, the Guarantors
party thereto and the Trustee entered into an Indenture, dated as of February 14, 2022 (the “Indenture”), relating
to the Company’s Senior Unsecured Convertible Note due 2027 (the “Notes”);


 


WHEREAS, the Company agreed
pursuant to the Indenture to cause any Subsidiary (with certain exceptions) that guarantees certain Indebtedness of the Company or any
Guarantor following the Issue Date to provide a Guarantee;


 


WHEREAS, pursuant to Section 10.01(c),
the Company and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of Holders.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby
agree as follows:


 


Section 1.         Capitalized
terms used herein and not otherwise defined herein are used as defined in the Indenture.


 


Section 2.         Each
Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms
of the Indenture applicable to Guarantors, including, but not limited to, Article 13 thereof.


 


Section 3.         This
Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.


 


Section 4.         This
Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.


 


Section 5.         This
Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth
be read together.


 


Section 6.         The
recitals and statements herein are deemed to be those of the Company and the Undersigned and not 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 the Guarantees
provided by the Guarantors party to this Supplemental Indenture.


 






    	 	B-2	 



     


    

 


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


 


	 	QUALTEK SERVICES INC., as Issuer
	 	 	 
	 	By: 	         
	 	Name:
	 	Title:
	 	 	 
	 	[•], as a Guarantor
	 	 	 
	 	By:	      
	 	Name:
	 	Title:



 






    	 	B-3	 



     


    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	                 
	 	 	Name:
	 	 	Title:



 






    	 	B-4