Exhibit 4.4


 


Execution Version





 



 


SEVEN OAKS ACQUISITION CORP.


 


as Issuer


 


and


 


U.S. BANK NATIONAL ASSOCIATION

as Trustee


 







 



 


INDENTURE


 


Dated as of December 8, 2021


 







 



 


7.00% Convertible
Senior Notes due 2026


 







 







     


     


    

 


CONTENTS


 


	 	 	Page
	 	 	 
	Article 1.	DEFINITIONS; RULES OF CONSTRUCTION	1
	 	 	 
	Section 1.01	DEFINITIONS	1
	Section 1.02	OTHER DEFINITIONS	13
	Section 1.03	RULES OF CONSTRUCTION	14
	 	 	 
	Article 2.	THE NOTES	14
	 	 	 
	Section 2.01	FORM, DATING AND DENOMINATIONS	14
	Section 2.02	EXECUTION, AUTHENTICATION AND DELIVERY	15
	Section 2.03	INITIAL NOTES; ADDITIONAL NOTES AND PIK NOTES	15
	Section 2.04	METHOD OF PAYMENT	16
	Section 2.05	ACCRUAL OF INTEREST; DEFAULTED AMOUNTS; WHEN PAYMENT DATE
    IS NOT A BUSINESS DAY	16
	Section 2.06	REGISTRAR, PAYING AGENT AND CONVERSION AGENT	18
	Section 2.07	PAYING AGENT AND CONVERSION AGENT TO HOLD PROPERTY IN TRUST	19
	Section 2.08	HOLDER LISTS	20
	Section 2.09	LEGENDS	20
	Section 2.10	TRANSFERS AND EXCHANGES; CERTAIN TRANSFER RESTRICTIONS	21
	Section 2.11	EXCHANGE AND CANCELLATION OF NOTES TO BE CONVERTED OR TO BE
    REPURCHASED PURSUANT TO A REPURCHASE UPON FUNDAMENTAL CHANGE	25
	Section 2.12	REMOVAL OF TRANSFER RESTRICTIONS	26
	Section 2.13	REPLACEMENT NOTES	26
	Section 2.14	REGISTERED HOLDERS; CERTAIN RIGHTS WITH RESPECT TO GLOBAL
    NOTES	27
	Section 2.15	CANCELLATION	27
	Section 2.16	NOTES HELD BY THE COMPANY OR ITS AFFILIATES	27
	Section 2.17	TEMPORARY NOTES	27
	Section 2.18	OUTSTANDING NOTES	27
	Section 2.19	REPURCHASES BY THE COMPANY	28
	Section 2.20	CUSIP AND ISIN NUMBERS	29
	Section 2.21	[RESERVED]	29
	Section 2.22	TAX TREATMENT OF THE NOTES	29
	 	 	 
	Article 3.	COVENANTS	29
	 	 	 
	Section 3.01	PAYMENT ON NOTES	29
	Section 3.02	EXCHANGE ACT REPORTS	30
	Section 3.03	RULE 144A INFORMATION	30
	Section 3.04	[RESERVED]	30



 






     


     


    

 


	Section 3.05	COMPLIANCE AND DEFAULT CERTIFICATES	30
	Section 3.06	STAY, EXTENSION AND USURY LAWS	31
	Section 3.07	ACQUISITION OF NOTES BY THE COMPANY AND ITS AFFILIATES	31
	Section 3.08	INCURRENCE OF INDEBTEDNESS	31
	 	 	 
	Article 4.	REPURCHASE AND REDEMPTION	31
	 	 	 
	Section 4.01	NO SINKING FUND	31
	Section 4.02	RIGHT OF HOLDERS TO REQUIRE THE COMPANY TO REPURCHASE NOTES
    UPON A FUNDAMENTAL CHANGE	32
	Section 4.03	RIGHT OF THE COMPANY TO REDEEM THE NOTES	36
	 	 	 
	Article 5.	CONVERSION	39
	 	 	 
	Section 5.01	RIGHT TO CONVERT	39
	Section 5.02	CONVERSION PROCEDURES	40
	Section 5.03	SETTLEMENT UPON CONVERSION	42
	Section 5.04	RESERVE AND STATUS OF COMMON STOCK ISSUED UPON CONVERSION	44
	Section 5.05	ADJUSTMENTS TO THE CONVERSION RATE	45
	Section 5.06	VOLUNTARY ADJUSTMENTS.	56
	Section 5.07	ADJUSTMENTS TO THE CONVERSION RATE IN CONNECTION WITH A MAKE-WHOLE
    FUNDAMENTAL CHANGE	57
	Section 5.08	EXCHANGE IN LIEU OF CONVERSION	58
	Section 5.09	EFFECT OF COMMON STOCK CHANGE EVENT	59
	 	 	 
	Article 6.	SUCCESSORS	61
	 	 	 
	Section 6.01	WHEN THE COMPANY MAY MERGE, ETC.	61
	Section 6.02	SUCCESSOR CORPORATION SUBSTITUTED	61
	 	 	 
	Article 7.	DEFAULTS AND REMEDIES	61
	 	 	 
	Section 7.01	EVENTS OF DEFAULT	61
	Section 7.02	ACCELERATION	63
	Section 7.03	SOLE REMEDY FOR A FAILURE TO REPORT	64
	Section 7.04	OTHER REMEDIES	65
	Section 7.05	WAIVER OF PAST DEFAULTS	65
	Section 7.06	CONTROL BY MAJORITY	65
	Section 7.07	LIMITATION ON SUITS	66
	Section 7.08	ABSOLUTE RIGHT OF HOLDERS TO INSTITUTE SUIT FOR THE ENFORCEMENT
    OF THE RIGHT TO RECEIVE PAYMENT AND CONVERSION CONSIDERATION	66
	Section 7.09	COLLECTION SUIT BY TRUSTEE	66
	Section 7.10	TRUSTEE MAY FILE PROOFS OF CLAIM	67



 






     


     


    

 


	Section 7.11	PRIORITIES	67
	Section 7.12	UNDERTAKING FOR COSTS	68
	 	 	 
	Article 8.	AMENDMENTS, SUPPLEMENTS AND WAIVERS	68
	 	 	 
	Section 8.01	WITHOUT THE CONSENT OF HOLDERS	68
	Section 8.02	WITH THE CONSENT OF HOLDERS	69
	Section 8.03	NOTICE OF AMENDMENTS, SUPPLEMENTS AND WAIVERS	70
	Section 8.04	REVOCATION, EFFECT AND SOLICITATION OF CONSENTS; SPECIAL RECORD
    DATES; ETC.	70
	Section 8.05	NOTATIONS AND EXCHANGES	71
	Section 8.06	TRUSTEE TO EXECUTE SUPPLEMENTAL INDENTURES	71
	 	 	 
	Article 9.	GUARANTEES	71
	 	 	 
	Section 9.01	GUARANTEES	71
	Section 9.02	LIMITATION ON GUARANTOR LIABILITY	72
	Section 9.03	EXECUTION AND DELIVERY OF GUARANTEE	73
	Section 9.04	WHEN GUARANTORS MAY MERGE, ETC.	73
	Section 9.05	FUTURE GUARANTOR	74
	Section 9.06	APPLICABLE OF CERTAIN PROVISIONS OF THE GUARANTORS	74
	Section 9.07	RELEASE OF GUARANTEES	74
	 	 	 
	Article 10.	SATISFACTION AND DISCHARGE	75
	 	 	 
	Section 10.01	TERMINATION OF COMPANY’S OBLIGATIONS	75
	Section 10.02	REPAYMENT TO COMPANY	76
	Section 10.03	REINSTATEMENT	76
	 	 	 
	Article 11.	TRUSTEE	76
	 	 	 
	Section 11.01	DUTIES OF THE TRUSTEE	76
	Section 11.02	RIGHTS OF THE TRUSTEE	78
	Section 11.03	INDIVIDUAL RIGHTS OF THE TRUSTEE	79
	Section 11.04	TRUSTEE’S DISCLAIMER	79
	Section 11.05	NOTICE OF DEFAULTS	79
	Section 11.06	COMPENSATION AND INDEMNITY	80
	Section 11.07	REPLACEMENT OF THE TRUSTEE	80
	Section 11.08	SUCCESSOR TRUSTEE BY MERGER, ETC.	81
	Section 11.09	ELIGIBILITY; DISQUALIFICATION	81
	 	 	 
	Article 12.	MISCELLANEOUS	82
	 	 	 
	Section 12.01	NOTICES	82
	Section 12.02	DELIVERY OF OFFICER’S CERTIFICATE AND OPINION OF COUNSEL
    AS TO CONDITIONS PRECEDENT	84



 






     


     


    

 


	Section 12.03	STATEMENTS REQUIRED IN OFFICER’S CERTIFICATE
    AND OPINION OF COUNSEL	85
	Section 12.04	RULES BY THE TRUSTEE, THE REGISTRAR AND THE PAYING AGENT	85
	Section 12.05	NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
    STOCKHOLDERS	85
	Section 12.06	GOVERNING LAW; WAIVER OF JURY TRIAL	86
	Section 12.07	SUBMISSION TO JURISDICTION	86
	Section 12.08	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	86
	Section 12.09	SUCCESSORS	86
	Section 12.10	FORCE MAJEURE	86
	Section 12.11	U.S.A. PATRIOT ACT	87
	Section 12.12	CALCULATIONS	87
	Section 12.13	SEVERABILITY	87
	Section 12.14	COUNTERPARTS	87
	Section 12.15	TABLE OF CONTENTS, HEADINGS, ETC.	88
	Section 12.16	WITHHOLDING TAXES	88




 


Exhibits


 


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




 






     


     


    

 


INDENTURE, dated as of December 8, 2021,
between Seven Oaks Acquisition Corp., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association,
as trustee (the “Trustee” as further defined below).


 


Each party to this Indenture
(as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined
below) of the Company’s 7.00% Convertible Senior Notes due 2026 (the “Notes”). In connection with the purchase
of the Notes, certain Holders have entered into Convertible Note Subscription Agreements, each dated as of June 13, 2021, (the “Subscription
Agreements”), providing for, among other things, certain registration rights in respect of the Common Stock (as defined below)
(if any) issuable upon conversion hereunder to the relevant Subscribers (as defined in the Subscription Agreements) or, in certain circumstances,
to the assignees of such Subscribers.


 


Article
1.                
DEFINITIONS; RULES OF CONSTRUCTION


 


Section
1.01       DEFINITIONS.


 


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


 


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


 


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


 


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


 


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


 


“Capital Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such
time be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP.


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


“Conversion Rate”
initially means 83.3333 shares of Common Stock per $1,000 principal amount of Notes; provided, however, that the Conversion
Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever this Indenture refers to the
Conversion Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to
the Conversion Rate immediately after the Close of Business on such date.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Default Settlement
Method” means Physical Settlement; provided, however, that the Company may, from time to time, change the Default Settlement
Method by sending notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Free Trade Date”
means, with respect to any Note, the date as of which the Company determines, in its reasonable discretion, that such Note is no longer
subject to a Restricted Note Legend.


 


“Fundamental Change”
means any of the following events:


 


(A)            
a Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company or its Wholly
Owned Subsidiaries, or their respective employee benefit plans files any report with the SEC indicating that such Person or group has
become the direct or indirect “beneficial owner” (as defined below) of shares of the Company’s common equity representing
more than fifty percent (50%) of the voting power of all of the Company’s then outstanding Common Stock;


 






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


 


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


 


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


 


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


 


If any transaction in which
the Common Stock is replaced by securities of another entity occurs, following completion of any related Make-Whole Fundamental Change
Conversion Period (od, in the case of a transaction what would have been a Fundamental Change or a Make-Whole Fundamental Change but
for the immediately preceding paragraph, following the effective date of such transaction), references to the Company for purposes of
this definition shall instead be references to such other entity.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indebtedness”
means, with respect to the Company and its Subsidiaries, without duplication: (A) any liability, contingent or otherwise, of such person
(1) for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such person or only to a portion thereof),
(2) evidenced by a note, debenture or similar instrument or letters of credit (but solely to the extent drawn) (including a purchase
money obligation or other obligation relating to the deferred purchase price of property); (B) any liability of others of the kind described
in the preceding clause (A) that the Company or its Subsidiaries has guaranteed or that is otherwise its legal liability; (C) all Capital
Lease Obligations of the Company and its Subsidiaries; and (D) any obligation secured by a lien to which the property or assets of the
Company are subject, whether or not the obligations secured thereby shall have been assumed by or shall otherwise be a legal liability
of the Company or its Subsidiaries.


 


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


 






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“Interest Payment
Date” means, with respect to a Note, each June 15 and December 15 of each year, commencing on June 15, 2022 (or commencing
on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity Date is an Interest
Payment Date.


 


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


 


“Issue Date”
means December 8, 2021.


 


“Last Original Issue
Date” means (A) with respect to any Notes issued on the Issue Date, the Issue Date; and (B) with respect to any Notes issued
pursuant to Section 2.03(B), and any Notes issued in exchange therefor or in substitution thereof, either (i) the date such Notes
are originally issued; or (ii) such other date as is specified in an Officer’s Certificate delivered to the Trustee before the
original issuance of such Notes.


 


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


 


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


 


“Make-Whole Fundamental
Change Conversion Period” means, (A) in the case of a Make-Whole Fundamental Change pursuant to clause (A) of the definition
thereof, the period from, and including, the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change to, and
including, the thirty fifth (35th) Trading Day after such Make-Whole Fundamental Change Effective Date (or, if such Make-Whole Fundamental
Change also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental
Change Repurchase Date); and (B) in the case of a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof,
the period from, and including, the Redemption Notice Date for the related Redemption to, and including, the Business Day immediately
before the related Redemption Date.


 






    6


     


    

 


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


 


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


 


“Maturity Date”
means December 15, 2026.


 


“Merger Agreement”
means that certain Agreement and Plan of Merger, dated as of June 13, 2021, by and among the Company, Blossom Merger Sub, Inc., a Delaware
corporation and direct, wholly-owned subsidiary of the Company (“Blossom Merger Sub”), and Blossom Merger Sub II,
LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company (“Blossom Merger Sub II”)
and Giddy Inc., a Delaware corporation (“Target”).


 


“Mergers”
means pursuant to the Merger Agreement, inter alia, Blossom Merger Sub will be merged with and into the Target, with the Target surviving
as a wholly-owned subsidiary of Acquiror, and immediately thereafter, the Target will be merged with and into Blossom Merger Sub II,
with Blossom Merger Sub II surviving as a wholly-owned subsidiary of Acquiror.


 


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


 


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


 


“Notes”
means the 7.00% Convertible Senior Notes due 2026 issued by the Company pursuant to this Indenture.


 


“Observation Period”
means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion Date for such Note occurs before
August 15, 2026, the forty (40) consecutive VWAP Trading Days beginning on, and including, the third (3rd) VWAP Trading Day
immediately after such Conversion Date; (B), if such Conversion Date occurs on or after the date the Company has sent a Redemption Notice
calling all or any Notes for Redemption pursuant to Section 4.03(F) and before the Close of Business on the Business Day immediately
before the related Redemption Date, the forty (40) consecutive VWAP Trading Days beginning on, and including, the forty-first (41st)
Scheduled Trading Day immediately before such Redemption Date; and (C) subject to clause (B) above, if the Conversion Date for such Note
occurs on or after August 15, 2026, the forty (40) consecutive VWAP Trading Days beginning on, and including, the forty-first (41st)
Scheduled Trading Day immediately before the Maturity Date.


 






    7


     


    

 


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


 


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


 


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


 


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


 


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


 


“Permitted Indebtedness”
means Indebtedness consisting of (without duplication) (A) Indebtedness (including the indebtedness pursuant to the Notes) senior to
or pari passu with the Notes in an aggregate principal amount not to exceed $225,000,000; (B) senior secured Indebtedness in an
aggregate principal amount not to exceed $125,000,000, including any loan secured by all or substantially all of the Company’s
assets; and (C) Indebtedness (other than the Notes) pari passu with the Notes in an aggregate principal amount not to exceed $50,000,000.


 


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


 


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


 


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


 


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


 






    8


     


    

 


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


 


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


 


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


 


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


 


“Reference Price”
means $10.00 (ten dollars).


 


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


 


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


 


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


 


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


 


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


 


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


 






    9


     


    

 


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


 


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


 


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


 


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


 


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


 


“Security”
means any Note or Conversion Share.


 


“Settlement Method”
means Cash Settlement, Physical Settlement or Combination Settlement.


 


“Significant Subsidiary”
means, with respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary” (as defined
in Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person; provided, however, that, if a Subsidiary meets
the criteria of clause (3), but not clause (1) or (2), of the definition of “significant subsidiary” in Rule 1-02(w) of Regulation
S-X under the Exchange Act, then such Subsidiary will be deemed not to be a Significant Subsidiary unless such Subsidiary’s income
from continuing operations before income taxes, exclusive of amounts attributable to any non-controlling interests, for the last completed
fiscal year before the date of determination exceeds ten million dollars ($10,000,000) (with such amount calculated pursuant to numbered
paragraph 3 of computational note 1 with respect to clause (3) of such rule, to the extent the calculation of such Subsidiary’s
income involves combined entities). For purposes of this definition, Rule 1-02(w) of Regulation S-X refers to such rule as in effect
on the Issue Date.


 


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


 


“Specified Dollar
Amount” means, with respect to the conversion of a Note to which Combination Settlement applies, the maximum cash amount per
$1,000 principal amount of such Note deliverable upon such conversion as specified in the Settlement Notice related to any conversion
(excluding cash in lieu of any fractional share of Common Stock).


 


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


 






    10


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    11


     


    

 


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


 


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


 


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


 


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


 






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Section
1.02       OTHER
DEFINITIONS.


 


	Term
	Defined

                                            in Section

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


 






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Section
1.03       RULES
OF CONSTRUCTION.


 


   For purposes of this Indenture:


 


(A)            
“or” is not exclusive;


 


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


 


(C)             
“will” expresses a command;


 


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


 


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


 


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


 


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


 


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


 


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


 


(J)               
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 transaction contemplated hereby (including amendments, waivers, consents and other modifications) will be deemed
to include electronic signatures and the keeping of records in electronic form, each of which will 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 reasonable procedures approved by the Trustee.


 


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


 


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


 


Article
2.                
THE NOTES


 


Section
2.01       FORM,
DATING AND DENOMINATIONS.


 


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


 


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


 


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


 


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


 


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


 






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Section
2.02       EXECUTION,
AUTHENTICATION AND DELIVERY.


 


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


 


(B)             
Authentication by the Trustee and Delivery.


 


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


 


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


 


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


 


Section
2.03       INITIAL
NOTES; ADDITIONAL NOTES AND PIK NOTES.


 


(A)            
Initial Notes. On the Issue Date, there will be originally issued eighty seven million five hundred thousand dollars ($87.5
million) aggregate principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued
pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this
Indenture as the “Initial Notes.”


 


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


 






    15


     


    

 


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


 


Section
2.04       METHOD
OF PAYMENT.


 


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


 


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


 


Section
2.05       ACCRUAL
OF INTEREST; DEFAULTED AMOUNTS; WHEN PAYMENT DATE IS NOT A BUSINESS DAY.


 


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


 






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(B)           PIK
Interest.


 


(i)                
In the event that the Company shall determine to pay PIK Interest (including Partial PIK Interest) for any Interest Period, then
the Company shall deliver a notice (a “PIK Notice”) to the Trustee and the Holders not less than five (5) Business
Days prior to the Interest Payment Date of the relevant Interest Period, which notice shall state the total amount of interest to be
paid on the Interest Payment Date in respect of such Interest Period and the amount of such interest to be paid as PIK Interest or Partial
PIK Interest, as the case may be. For the avoidance of doubt, interest on the Notes in respect of any Interest Period for which a PIK
Notice is not delivered in accordance with the first sentence of this paragraph, in connection with a redemption or repurchase and on
the Maturity Date must be paid entirely in cash.


 


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


 


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


 


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


 






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


 


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


 


(E)             
Special Interest. In the event that any Special Interest is due on any Note, then at least two (2) Business Days prior
to the date on which such Special Interest is to be paid, the Company shall provide written notice to the Trustee, the Paying Agent (if
other than the Trustee) and the Holders setting forth of the amount of such Special Interest and the date on which such Special Interest
is to be paid. The Trustee shall be entitled to assume that no Special Interest is due to Holders unless and until the Trustee receives
such notice from the Company. The Trustee shall have no duty to monitor the circumstances giving rise to the payment of Special Interest.
For the avoidance of doubt, in the event that any Special Interest is due on any Note, the Company shall pay such amounts in the form
of Cash Interest.


 


Section
2.06       REGISTRAR,
PAYING AGENT AND CONVERSION AGENT.


 


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


 






    18


     


    

 


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


 


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


 


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


 


Section
2.07       PAYING
AGENT AND CONVERSION AGENT TO HOLD PROPERTY IN TRUST.


 


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


 






    19


     


    

 


Section
2.08       HOLDER
LISTS.


 


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


 


Section
2.09       LEGENDS.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(F)             
Restricted Stock Legend.


 


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


 


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


 






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Section
2.10       TRANSFERS
AND EXCHANGES; CERTAIN TRANSFER RESTRICTIONS.


 


(A)            
Provisions Applicable to All Transfers and Exchanges.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(B)           Transfers
and Exchanges of Global Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    22


     


    

 


(C)             
Transfers and Exchanges of Physical Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


(3)              
in the case of a transfer:


 


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


 


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


 






    23


     


    

 


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


 


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


 


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


 


(ii)             
remove such Restricted Note Legend; or


 


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


 


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


 






    24


     


    

 



 


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


 


	 	Section 2.11        
  EXCHANGE AND CANCELLATION OF NOTES TO BE CONVERTED OR TO BE REPURCHASED PURSUANT TO A REPURCHASE UPON FUNDAMENTAL CHANGE.




 


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


 


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


 


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


 






    25


     


    

 


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


 


Section
2.12        
REMOVAL OF TRANSFER RESTRICTIONS.


 


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


 


Section
2.13        
REPLACEMENT NOTES.


 


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


 


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


 






    26


     


    

 


Section
2.14        
REGISTERED HOLDERS; CERTAIN RIGHTS WITH RESPECT TO GLOBAL NOTES.


 


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


 


Section
 2.15        
CANCELLATION.


 


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


 


Section
2.16        
NOTES HELD BY THE COMPANY OR ITS AFFILIATES.


 


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


 


Section 2.17        
TEMPORARY NOTES.


 


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


 


Section 2.18        
OUTSTANDING NOTES.


 


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


 






    27


     


    

 


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


 


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


 


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


 


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


 


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


 


Section 2.19        
REPURCHASES BY THE COMPANY.


 


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


 






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Section 2.20        
CUSIP AND ISIN NUMBERS.


 


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


 


Section 2.21        
[RESERVED].


 


Section 2.22        
TAX TREATMENT OF THE NOTES.


 


The Company agrees, and by
acceptance of beneficial ownership of the Notes each beneficial owner of the Notes will be deemed to have agreed, for United States federal
income tax purposes to treat the Notes as indebtedness that is not subject to the contingent payment debt instrument regulations under
Treasury Regulation Section 1.1275-4.


 


Article
3.          COVENANTS


 


Section 3.01        
PAYMENT ON NOTES.


 


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


 


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


 


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


 


(D)            
[Reserved].


 


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


 






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Section 3.02        
EXCHANGE ACT REPORTS.


 


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


 


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


 


Section 3.03        
RULE 144A INFORMATION.


 


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


 


Section 3.04        
[RESERVED].


 


Section 3.05        
COMPLIANCE AND DEFAULT CERTIFICATES.


 


(A)            
Annual Compliance Certificate. Within one hundred and twenty (120) days after December 31, 2021, and each fiscal year of
the Company ending thereafter, the Company will deliver an Officer’s Certificate to the Trustee stating (i) that the signatory
thereto has supervised a review of the activities of the Company and its Subsidiaries during such fiscal year with a view towards determining
whether any Default or Event of Default has occurred during the previous fiscal year; and (ii) whether, to such signatory’s knowledge,
a Default or Event of Default has occurred or is continuing (and, if so, describing all such Defaults or Events of Default and what action
the Company is taking or proposes to take with respect thereto).


 


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


 






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Section 3.06        
STAY, EXTENSION AND USURY LAWS.


 


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


 


Section 3.07        
ACQUISITION OF NOTES BY THE COMPANY AND ITS AFFILIATES.


 


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


 


Section 3.08        
INCURRENCE OF INDEBTEDNESS.


 


The Company covenants and
agrees that so long as any amount of the Notes remains outstanding under this Indenture, neither the Company nor any of its Subsidiaries
shall create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness
(other than the Notes, any additional Notes permitted under this Indenture and any Permitted Indebtedness).


 


Article
4.           REPURCHASE
AND REDEMPTION


 


Section 4.01        
NO SINKING FUND.


 


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


 






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	 	Section 4.02        
  RIGHT OF HOLDERS TO REQUIRE THE COMPANY TO REPURCHASE NOTES UPON A FUNDAMENTAL CHANGE.




 


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


 


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


 


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


 


(D)            
Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase
Upon Fundamental Change following a Fundamental Change is an amount in cash equal to (1) one hundred and one percent (101%) of the principal
amount of such Note plus (2) any and all Stated Interest that would have accrued from, and including, the date to which Stated Interest
has been paid or duly provided for under this Indenture to, but excluding, the Maturity Date (the “Make-Whole Interest Payment”);
provided, however, that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the
next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding
such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before, such Interest Payment Date, the
unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes,
that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is before such Interest
Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding,
such Fundamental Change Repurchase Date. For the avoidance of doubt (and without double-counting), if an Interest Payment Date is not
a Business Day within the meaning of Section 2.05(D) and such Fundamental Change Repurchase Date occurs on the Business Day immediately
after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be
paid, in accordance with Section 2.05(D), on the next Business Day to Holders as of the Close of Business on the immediately preceding
Regular Record Date; and (y) the Fundamental Change Repurchase Price will include interest on Notes to be repurchased from, and including,
such Interest Payment Date.


 


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


 






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Such Fundamental Change Notice
must state:


 


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


 


(ii)             
the effective date of such Fundamental Change;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    34


     


    

 


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


 


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


 


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


 


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


 






    35


     


    

 


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


 


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


 


Section 4.03        
RIGHT OF THE COMPANY TO REDEEM THE NOTES.


 


(A)            
No Right to Redeem Before December 20, 2024. The Company may not redeem the Notes before December 20, 2024.


 


(B)             
Right to Redeem the Notes on or After December 20, 2024. Subject to the terms of this Section 4.03, the Company
has the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time and from time
to time, on a Redemption Date on or after December 20, 2024 and on or before the fortieth (40th) Scheduled Trading Day immediately before
the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if (x) the Last Reported Sale Price per share of
Common Stock exceeds one hundred and thirty percent (130%) of the Conversion Price on (i) each of at least twenty (20) Trading Days (whether
or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately before the
Redemption Notice Date for such Redemption; and (ii) the Trading Day immediately before such Redemption Notice Date, and (y) unless the
Company elects Cash Settlement in respect of the conversions in connection with such Redemption, either (i) a registration statement
covering the resale of shares of Common Stock, if any, issuable upon conversion of the Notes in connection with such Redemption is effective
and available for use and is expected, as of the Redemption Notice Date, to remain effective and available during the period from, and
including, the related Redemption Notice Date to, and including, the Business Day immediately before the related Redemption Date or (ii)
the shares of Common Stock, if any, issuable upon conversion of the Notes in connection with such Redemption are eligible for immediate
resale during the period from, and including, the related Redemption Notice Date to, and including, the Business Day immediately before
the related Redemption Date, by Holders other than the Company’s Affiliates. For the avoidance of doubt, the calling of any Notes
for Redemption will constitute a Make-Whole Fundamental Change with respect to such Notes pursuant to clause (B) of the definition
thereof.


 


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


 






    36


     


    

 


(D)            
Redemption Date. The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that is
no more than seventy (70), nor less than fifty (50), Scheduled Trading Days after the Redemption Notice Date for such Redemption.


 


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


 


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


 


Such Redemption Notice
must state:


 


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


 


(ii)             
the Redemption Date for such Redemption;


 


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


 


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


 


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


 






    37


     


    

 


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


 


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


 


(viii)           that
Notes called for Redemption must be delivered to the Paying Agent (in the case of Physical Notes) or the Depositary Procedures must be
complied with (in the case of Global Notes) for the Holder thereof to be entitled to receive the Redemption Price; and


 


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


 


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


 


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


 


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


 


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


 


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


 






    38


     


    

 


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


 


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


 


Article
5.          
CONVERSION


 


Section 5.01        
RIGHT TO CONVERT.


 


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


 


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


 


(C)             
When Notes May Be Converted.


 


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


 


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


 


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


 


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


 






    39


     


    

 


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


 


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


 


Section 5.02        
CONVERSION PROCEDURES.


 


(A)            
Generally.


 


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


 


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


 


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


 


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


 






    40


     


    

 


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


 


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


 


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


 






    41


     


    

 


Section 5.03        
SETTLEMENT UPON CONVERSION.


 


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


 


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


 


(i)              
subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after August 15, 2026
will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee
and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before August 15, 2026;


 


(ii)             
subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose
Conversion Date occurs before August 15, 2026, then the Company will send notice of such Settlement Method to the Holder of such Note,
the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;


 


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


 


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


 


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


 


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


 


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


 






    42


     


    

 


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


 


(B)             
Conversion Consideration.


 


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


 


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


 


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


 


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


 


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


 






    43


     


    

 


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


 


(iv)            
Notice of Calculation of Conversion Consideration. If Cash Settlement or Combination Settlement applies to the conversion
of any Note, then the Company will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading Day
of the applicable Observation Period and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same and
the calculation thereof in reasonable detail. None of the Trustee, the Conversion Agent or the Paying Agent will have any duty to make
any calculation in connection with any conversion or otherwise under this Indenture, nor shall the Trustee or Conversion Agent have any
liability for any such calculation or any information used in connection with any calculation or determination hereunder.


 


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


 


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


 


Section 5.04        
RESERVE AND STATUS OF COMMON STOCK ISSUED UPON CONVERSION.


 


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


 






    44


     


    

 



 





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


 


Section
5.05       ADJUSTMENTS
TO THE CONVERSION RATE.


 


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


 


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


 





 


where:


 


	 	CR0
    =	the Conversion Rate in
    effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the
    Open of Business on the effective date of such stock split or stock combination, as applicable;
	 	 	 
	 	CR1 =	the Conversion Rate in
    effect immediately after the Open of Business on such Ex-Dividend Date or immediately after the Open of Business on such effective
    date, as applicable;
	 	 	 
	 	OS0 =	the number of shares of
    Common Stock outstanding immediately before the Close of Business on such Record Date or immediately before the Open of Business
    on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock
    combination; and
	 	 	 
	 	OS1 =	the number of shares of
    Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination.



 






    45


     


    

 





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


 


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


 





 


where:


 


	 	CR0
    =	the Conversion Rate in
    effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;
	 	 	 
	 	CR1 =	the Conversion Rate in effect immediately after the
    Open of Business on such Ex-Dividend Date;



 


		OS =	the number
                                            of shares of Common Stock outstanding immediately before the Open of Business on such Ex-
                                            Dividend Date;



 


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



 


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



 


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


 






    46


     


    

 


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


 


(iii)           
Spin-Offs and Other Distributed Property.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    47


     


    

 





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


 





 


where:


 


	 	CR0
    =	the Conversion Rate in
    effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;
	 	 	 
	 	CR1 =	the Conversion Rate in effect immediately after the
    Open of Business on such Ex-Dividend Date;



 


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



 


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



 


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


 


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


 






    48


     


    

 


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


 





 


where:


 


	 	CR0
    =	the Conversion Rate in
    effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off;
	 	 	 
	 	CR1 =	the Conversion Rate in
    effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period;



 


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



 


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



 


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


 






    49


     


    

 





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


 


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


 





 


where:


 


	 	CR0 =	the Conversion Rate in effect immediately before the
    Open of Business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	 	CR1 =	the Conversion Rate in effect immediately after the
    Open of Business on such Ex-Dividend Date;



 


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



 


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



 


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


 


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


 






    50


     


    

 


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


 





 


where:


 


	 	CR0
    =	the Conversion Rate in
    effect immediately before the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period for such tender
    or exchange offer;
	 	 	 
	 	CR1 =	the Conversion Rate in
    effect immediately after the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period;



 


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



 


	 	OS0
    =	the number of shares of
    Common Stock outstanding immediately before the Expiration Time (including all shares of Common Stock accepted for purchase or exchange
    in such tender or exchange offer);
	 	 	 
	 	OS1 =	the number of shares of
    Common Stock outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange
    in such tender or exchange offer); and



 


		SP =	the average of the Last Reported
                                            Sale Prices per share of Common Stock over the ten (10) consecutive Trading Day period Tender/Exchange
                                            Offer Valuation Period;



 


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


 






    51


     


    

 


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


 


(vi)            
If and whenever the Company shall issue any shares of Common Stock (other than any issuance pursuant to the Notes or on the exercise
of any other rights of conversion into, or exchange or subscription for, shares of Common Stock outstanding as of the date hereof) or
issue or grant options, warrants or other rights to purchase, subscribe, convert into, exercise or exchange for shares of Common Stock
(the “Relevant Securities,” which for the purposes of this definition only excludes any shares of Common Stock, option,
warrant or other rights to purchase, subscribe, convert into, exercise or exchange for shares of Common Stock issued or granted in accordance
with any Incentive Equity Plan and ESPP (each, as defined in the Merger Agreement) or any of their respective successor thereto) prior
to the six month anniversary of the Issue Date at a consideration per share of Common Stock (on an as-converted and as-exercised basis,
as applicable) which is less than the Reference Price, excluding:


 


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


 


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


 


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


 


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


 


(z)       any
issuance of the Relevant Securities in connection with the Mergers and any issuance of the Relevant Securities as contemplated by any
of the Transaction Agreements (as defined in the Merger Agreement);


 


the Conversion Rate
shall be adjusted based on the following formula:


 





 






    52


     


    

 





where:


 


	 	CR0
    =	the Conversion Rate in
    effect immediately prior to the issuance of the Relevant Securities;
	 	 	 
	 	CR1 =	the Conversion Rate in effect immediately after the
    issuance of the Relevant Securities;



 


		A =	the number
                                            of shares of Common Stock issued and outstanding immediately prior to the issuance of the
                                            Relevant Securities;



 


		B =	the number of shares of Common Stock
                                            which the aggregate consideration receivable for the issue of the Relevant Securities would
                                            purchase at the price equal to Reference Price; and



 


		C =	the number
                                            of shares of Common Stock issued and outstanding immediately after the issue of the Relevant
                                            Securities;



 


provided that references
to the number of shares of Common Stock in the above formula shall include all the shares of Common Stock to be issued assuming that
all options, warrants or other rights to purchase, subscribe, convert into, exercise or exchange for shares of Common Stock are exercised
in full at the initial exercise price on the date of issue of such options, warrants or other rights.


 


(B)             
No Adjustments in Certain Cases.


 


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


 


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


 


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


 


(2)              
the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends
or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under
any such plan;


 






    53


     


    

 


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


 


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


 


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


 


(6)              
accrued and unpaid interest on the Notes; or


 


(7)              
the Mergers and any transaction contemplated by the Transaction Agreements (as defined in the Merger Agreement).


 


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


 


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


 


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


 


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


 


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


 






    54


     


    

 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    55


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Section
5.06       VOLUNTARY
ADJUSTMENTS.


 


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


 






    56


     


    

 





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


 


Section
5.07       ADJUSTMENTS
TO THE CONVERSION RATE IN CONNECTION WITH A MAKE-WHOLE FUNDAMENTAL CHANGE.


 


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


 


	 	 	Stock Price	 
	Effective Date	 	$	10.00	 	 	$	11.00	 	 	$	12.00	 	 	$	14.00	 	 	$	15.60	 	 	$	20.00	 	 	$	30.00	 	 	$	60.00	 	 	$	100.00	 	 	$	180.00	 
	December 8, 2021	 	 	16.6667	 	 	 	14.7818	 	 	 	13.2550	 	 	 	10.9279	 	 	 	9.5365	 	 	 	6.9345	 	 	 	3.9720	 	 	 	1.1997	 	 	 	0.2929	 	 	 	0.0000	 
	December 8, 2022	 	 	16.6667	 	 	 	13.6900	 	 	 	12.1975	 	 	 	9.9779	 	 	 	8.6808	 	 	 	6.3010	 	 	 	3.6353	 	 	 	1.1272	 	 	 	0.2818	 	 	 	0.0000	 
	December 8, 2023	 	 	16.6667	 	 	 	12.4700	 	 	 	10.9475	 	 	 	8.7857	 	 	 	7.5795	 	 	 	5.4610	 	 	 	3.1763	 	 	 	1.0233	 	 	 	0.2685	 	 	 	0.0000	 
	December 8, 2024	 	 	16.6667	 	 	 	11.0764	 	 	 	9.3775	 	 	 	7.1643	 	 	 	6.0442	 	 	 	4.2630	 	 	 	2.4990	 	 	 	0.8465	 	 	 	0.2390	 	 	 	0.0000	 
	December 8, 2025	 	 	16.6667	 	 	 	9.4182	 	 	 	7.1717	 	 	 	4.7000	 	 	 	3.7096	 	 	 	2.4870	 	 	 	1.4767	 	 	 	0.5287	 	 	 	0.1622	 	 	 	0.0000	 
	December 8, 2026	 	 	16.6667	 	 	 	7.5758	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 



 


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


 


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


 


(ii)             
if the Stock Price is greater than $180.00 (subject to adjustment in the same manner as the Stock Prices set forth in the column
headings of the table above are adjusted pursuant to Section 5.07(B)), or less than $10.00 (subject to adjustment in the same
manner), per share, then no Additional Shares will be added to the Conversion Rate.


 


Notwithstanding
anything to the contrary in this Indenture or the Notes, in no event will the Conversion Rate be increased to an amount that exceeds
100.0000 shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and
at the same time and for the same events for which, the Conversion Rate is required to be adjusted pursuant to Section 5.05(A).


 






    57


     


    

 


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


 


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


 


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


 


Section
5.08       EXCHANGE
IN LIEU OF CONVERSION.


 


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


 


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


 






    58


     


    

 





(B)             
 if such Note is a Global Note, then such designated institution will send written confirmation to the Conversion Agent promptly
after wiring the cash Exchange Consideration, if any, and delivering any other Exchange Consideration, due upon such conversion to the
Holder of such Note; and


 


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


 


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


 


Section
5.09       EFFECT
OF COMMON STOCK CHANGE EVENT.


 


(A)            
Generally. If there occurs any:


 


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


 


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


 


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


 


(iv)            
other similar event,


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


Article
6.          SUCCESSORS


 


Section
6.01       WHEN
THE COMPANY MAY MERGE, ETC.


 


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


 


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


 


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


 


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


 


Section
6.02       SUCCESSOR
CORPORATION SUBSTITUTED.


 


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


 


Article
7.          DEFAULTS
AND REMEDIES


 


Section
7.01       EVENTS
OF DEFAULT.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(2)              
results in such indebtedness becoming or being declared due and payable before its stated maturity, in each case where such default
is not cured or waived within thirty (30) days after notice to the Company by the Trustee or to the Company and the Trustee by Holders
of at least twenty-five percent (25%) of the aggregate principal amount of Notes then outstanding;


 


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


 






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


 





(1)              
 commences a voluntary case or proceeding;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
7.02       ACCELERATION.


 


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


 






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


 


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


 


Section
7.03       SOLE
REMEDY FOR A FAILURE TO REPORT.


 


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


 


(B)             
Amount and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A) will
be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to
one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Special Interest accrues and,
thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof. For the avoidance of doubt,
any Special Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note.


 


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


 


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


 






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


 


Section
7.04       OTHER REMEDIES.


 


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


 


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


 


Section
7.05       WAIVER OF PAST DEFAULTS.


 


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


 


Section
7.06       CONTROL BY MAJORITY.


 


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


 






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Section
7.07       LIMITATION ON SUITS.


 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


	 	Section 7.08      
  ABSOLUTE RIGHT OF HOLDERS TO INSTITUTE SUIT FOR THE ENFORCEMENT OF THE RIGHT TO RECEIVE PAYMENT AND CONVERSION CONSIDERATION.




 


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


 


Section
7.09       COLLECTION SUIT BY TRUSTEE.


 


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


 






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Section
7.10       TRUSTEE MAY FILE PROOFS
OF CLAIM.


 


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


 


Section
7.11       PRIORITIES.


 


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


 


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


 


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


 


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


 


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


 






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Section
7.12       UNDERTAKING FOR COSTS.


 





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


 


Article
8.                
AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


Section
8.01       WITHOUT THE CONSENT OF HOLDERS.


 


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


 


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


 


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


 


(C)             
secure the Notes or any Guarantee;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 





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


 






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Section
8.02       WITH THE CONSENT OF HOLDERS.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


Section
8.03       NOTICE OF AMENDMENTS, SUPPLEMENTS
AND WAIVERS.


 


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


 


Section
8.04       REVOCATION, EFFECT AND SOLICITATION
OF CONSENTS; SPECIAL RECORD DATES; ETC.


 


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


 


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


 


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


 


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


 






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Section
8.05       NOTATIONS AND EXCHANGES.


 


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


 


Section
8.06       TRUSTEE TO EXECUTE SUPPLEMENTAL
INDENTURES.


 


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


 


Article
9.             GUARANTEES


 


Section
9.01       GUARANTEES.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


Section
9.02       LIMITATION ON GUARANTOR LIABILITY.


 


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


 






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Section
9.03       EXECUTION AND DELIVERY OF GUARANTEE.


 


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


 


Section
9.04       WHEN GUARANTORS MAY MERGE, ETC.


 


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


 


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


 


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


 


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


 






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Section
9.05       FUTURE GUARANTOR 


 


The
Company shall cause Blossom Merger Sub II, LLC to become a Guarantor under the Indenture reasonably promptly after the Issue Date (but
in any event within 30 Business Days of the Issue Date) by means of a supplemental indenture in the form attached hereto as Exhibit C
(the “Blossom Merger Sub Guarantee”), upon satisfaction of the following conditions:


 


(A)            
the Company shall have received, in the aggregate, $87.5 million from the Subscribers (the “Aggregate Purchase Price”)
as payment in full for the issuance of the Notes hereunder on the Issue Date; and


 


(B)             
the Mergers shall have been consummated pursuant to the Merger Agreement.


 


For
the avoidance of doubt, Blossom Merger Sub II, LLC shall not be obligated to execute a supplemental indenture and enter into the Blossom
Merger Sub Guarantee unless the Subscribers pay to the Company the Aggregate Purchase Price on the Issue Date.


 


Section
9.06       APPLICABLE OF CERTAIN PROVISIONS
OF THE GUARANTORS.


 


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


 


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


 


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


 


Section
9.07       RELEASE OF GUARANTEES.


 


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


 


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


 






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


 


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


 


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


 


Article
10.            
SATISFACTION AND DISCHARGE


 


Section
10.01   TERMINATION OF COMPANY’S OBLIGATIONS.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section
10.02   REPAYMENT TO COMPANY.


 


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


 


Section
10.03   REINSTATEMENT.


 


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


 


Article
11.            
TRUSTEE


 


Section
11.01   DUTIES OF THE TRUSTEE.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 





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


 






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Section
11.02   RIGHTS OF THE TRUSTEE.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(O)            
Notwithstanding anything to the contrary in this Indenture, the Trustee will have no duty to know or inquire as to the performance
or nonperformance of any provision of any agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable
with, knowledge of the terms and conditions of any other agreement, instrument, or contract, whether or not a copy of such agreement
has been provided to the Trustee.


 


Section
11.03   INDIVIDUAL RIGHTS OF THE TRUSTEE.


 


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


 


Section
11.04   TRUSTEE’S DISCLAIMER.


 


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


 


Section
11.05   NOTICE OF DEFAULTS.


 


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


 






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Section
11.06   COMPENSATION AND INDEMNITY.


 


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


 


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


 


(C)             
The obligations of the Company under this Article 11 will survive the resignation or removal of the Trustee and/or the
discharge of this Indenture.


 


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


 


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


 


Section
11.07   REPLACEMENT OF THE TRUSTEE.


 


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


 






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


 


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


 


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


 


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


 


(iv)            
the Trustee becomes incapable of acting.


 


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


 


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


 


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


 


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


 


Section
11.08   SUCCESSOR TRUSTEE BY MERGER, ETC.


 


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


 


Section
11.09   ELIGIBILITY; DISQUALIFICATION.


 


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


 






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Article
12.            
MISCELLANEOUS


 


Section
12.01   NOTICES.


 


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


 


If
to the Company or any Guarantor:


 


prior
to the effective date of the merger pursuant to the Merger Agreement:


 


Seven Oaks Acquisition Corp.


445 Park Avenue, 17th Floor


New York, NY 10022


Attention: Gary S. Matthews


Telephone: (917) 214-6371


E-mail: gary@sevenoaksacquisition.com


 


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


 


Winston & Strawn LLP


200 Park Avenue


New York, NY 10166


Attention: Dominick DeChiara


Jason D. Osborn


David A. Sakowitz


Facsimile: 212-294-4700


Email: DDeChiara@winston.com


JOsborn@winston.com


DSakowitz@winston.com


 


on
and following the effective date of the merger pursuant to the Merger Agreement:


 


c/o Boxed, Inc.


451 Broadway


New York, NY 10013


Attention: General Counsel


Email: Legal@boxed.com


 


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


 


Latham & Watkins LLP


650 Town Center Drive, 20th
Floor


Costa Mesa, CA 92626


Attention: Drew Capurro





Email: Drew.Capurro@lw.com


 






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If
to the Trustee:


 


U.S. Bank National Association


60 Livingston Avenue

1st Fl.

St. Paul, Minnesota 55107

Attention: Administrator – Seven Oaks Acquisition Corp.


 


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


 


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


 


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


 


The
Trustee agrees to accept and act on instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission
or other similar unsecured electronic methods, provided that the Trustee has received an incumbency certificate listing persons designated
to give such instructions or directions and containing specimen signatures of such designated persons, which incumbency certificate the
Trustee will be entitled to rely as conclusive and up-to-date until such time as it receives an amended certificate containing any additions
thereto or deletions therefrom. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar
electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s reasonable understanding
of such instructions will be deemed controlling. The Trustee will not be liable for any losses, costs or expenses arising directly or
indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding that such instructions may conflict
or be inconsistent with a subsequent written instruction. Any communication sent to the Trustee hereunder that is required to be signed
must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign, AdobeSign (or such other
digital signature provider as specified in writing to Trustee by an Officer of the Company). The Trustee shall not have any duty to confirm
that the person sending any notice, instruction or other communication (a “Notice”) by electronic transmission (including
by e-mail, facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures
believed by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures
and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) shall
be deemed original signatures for all purposes. The Company and the Holders agree to assume all risks arising out of the use of using
digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting
on unauthorized instructions, and the risk of interception and misuse by third parties. Notwithstanding the foregoing, the Trustee may
in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to the Trustee in
lieu of, or in addition to, any such electronic Notice.


 






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Notwithstanding
any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event or any other communication
(including any Redemption Notice or Fundamental Change Repurchase Notice) to a holder of a Global Note (whether by mail or otherwise),
such notice will be sufficiently given if given to the Depositary (or its designee) pursuant to the Depositary Procedures, including
by electronic mail in accordance with the Depositary Procedures. Subject to the requirements of the preceding paragraph, if the Trustee
is then acting as the Depositary’s custodian for the Notes, then, at the reasonable request of the Company to the Trustee, the
Trustee will cause any notice prepared by the Company to be sent to any Holder(s) pursuant to the Depositary Procedures, provided such
request is evidenced in a Company Order delivered, together with the text of such notice, to the Trustee at least two (2) Business Days
before the date such notice is to be so sent. For the avoidance of doubt, such Company Order need not be accompanied by an Officer’s
Certificate or Opinion of Counsel. The Trustee will not have any liability relating to the contents of any notice that it sends to any
Holder pursuant to any such Company Order.


 


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


 


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


 


Section
12.02   DELIVERY OF OFFICER’S CERTIFICATE AND OPINION
OF COUNSEL AS TO CONDITIONS PRECEDENT.


 


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


 






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


 


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


 


Section
12.03   STATEMENTS REQUIRED
IN OFFICER’S CERTIFICATE AND OPINION OF COUNSEL.


 


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


 


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


 


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


 


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


 


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


 


Section 12.04  
RULES BY THE TRUSTEE, THE REGISTRAR AND THE PAYING AGENT.


 


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


 


Section 12.05  
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.


 


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


 






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Section 12.06  
GOVERNING LAW; WAIVER OF JURY TRIAL.


 


THIS INDENTURE, THE GUARANTEES
AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEES OR THE NOTES, WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, EACH GUARANTOR, THE TRUSTEE AND
EACH HOLDER (BY ITS ACCEPTANCE OF ANY NOTE) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS
CONTEMPLATED BY THIS INDENTURE, THE NOTES OR THE GUARANTEES.


 


Section 12.07  
SUBMISSION TO JURISDICTION.


 


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


 


Section 12.08  
NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.


 


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


 


Section 12.09  
SUCCESSORS.


 


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


 


Section 12.10  
FORCE MAJEURE.


 


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


 






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Section 12.11  
U.S.A. PATRIOT ACT.


 





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


 


Section 12.12  
CALCULATIONS.


 


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


 


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


 


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


 


Section 12.13  
SEVERABILITY.


 


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


 


Section 12.14  
COUNTERPARTS.


 


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


 






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Section 12.15  
TABLE OF CONTENTS, HEADINGS, ETC.


 





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


 


Section 12.16  
WITHHOLDING TAXES.


 


Each Holder and beneficial
owner of a Note agrees, to provide, at the time it becomes a party hereto and thereinafter upon reasonable request or as required under
applicable law, tax forms or other documentation (including any applicable IRS Form W-8/W-9 as well as certifications indicating eligibility
for the portfolio interest exemption) reasonably satisfactory to the Company or other applicable withholding agent to establish an exemption
from US withholding tax on payments and deliveries hereunder as well as an exemption from, or a reduction in the rate of, US withholding
that may apply to any constructive dividend (e.g., under Section 305(c) of the Code). The Company shall be entitled to determine the
amount and the timing of any such constructive dividend in its sole discretion. Without duplication of any amounts already withheld or
set off, each Holder of a Note and each beneficial owner of an interest in a Global Note shall pay to, or hold the Company or other applicable
withholding agent harmless for, any US withholding (including, for this purpose, any interest and penalties and additional amounts) on
payments and deliveries as well as constructive dividends hereunder, and the Company or such withholding agent, as applicable, may, at
its option, withhold from or set off such payments against payments of cash or the delivery of other Conversion Consideration on such
Note, any payments on the Common Stock or sales proceeds received by, or other funds or assets of, such Holder or the beneficial owner
of such Note. The provisions of this paragraph shall survive the performance or termination of this Indenture.


 


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








 






    88


     


    

 


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


 


	 	SEVEN OAKS ACQUISITION CORP., AS ISSUER
	 	 
	 	By: 	/s/
    Gary Matthews
	 	 	Name: Gary Matthews
	 	 	Title: Chief Executive Officer
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, AS
    TRUSTEE
	 	 
	 	By:	/s/ Joshua A.
    Hahn
	 	 	Name: Joshua A. Hahn
	 	 	Title: Vice President




 


[Signature Page to Indenture]


 






     


     


    

 





Exhibit
A








 


FORM
OF NOTE


 


[Insert Global
Note Legend, if applicable]


 


[Insert Restricted
Note Legend, if applicable]


 


Seven Oaks Acquisition Corp.


 


7.00% Convertible Senior Notes due 2026


 


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


 


ISIN No.:    [●][Insert
for a “restricted” ISIN number:2]


 


Seven Oaks Acquisition Corp.,
a Delaware corporation, for value received, promises to pay to [Cede & Co.], or its registered assigns, the principal sum of [ ]
dollars ($[ ]) [(as revised by the attached Schedule of Exchanges of Interests in the Global Note)]2 on December 15, 2026
and to pay interest thereon, as provided in the Indenture referred to below, until the principal and all accrued and unpaid interest
are paid or duly provided for.


 


	Interest Payment Dates:	June 15 and December 15 of each year, commencing on June 15, 2022.
	 
	Regular Record Dates:	June 1 and December 1.




 


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


 


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


 





 



 


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


2 Insert bracketed language for Global Notes only.


 


[Signature Page to Indenture]


 



     


     


    

 


IN WITNESS WHEREOF,
Seven Oaks Acquisition Corp. has caused this instrument to be duly executed as of the date set forth below.


 


	 	 	SEVEN OAKS ACQUISITION CORP
	 
	Date:	 	 	By:	 
	 	 	Name:
	 	 	Title:




 









    2


     


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	Date:	 	 	By:	 
	 	 	 	 	Authorized Signatory










 






    3


     


    

 


Seven Oaks Acquisition Corp.


 


7.00% Convertible Senior Notes due 2026


 


This Note is one of a duly
authorized issue of notes of Seven Oaks Acquisition Corp., a Delaware corporation (the “Company”), designated as its
7.00% Convertible Senior Notes due 2026 (the “Notes”), all issued or to be issued pursuant to an indenture, dated
as of December 8, 2021, (as the same may be amended from time to time, the “Indenture”), between the Company[, the
Guarantors that will become party thereto] and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized
terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.


 


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


 


1.                  Interest.
This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture. Stated Interest on this Note
will begin to accrue from, and including, [ ● ], 202[ ● ]. Special Interest is payable on the Notes in certain
circumstances, as provided in the Indenture.


 


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


 


2.                 
Maturity. This Note will mature on December 15, 2026, unless earlier repurchased or converted.


 


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


 


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


 


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


 


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


 


[Signature Page to Indenture]


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


* * *


 






    2


     


    

 





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


 


Seven Oaks Acquisition
Corp.


445 Park Avenue,
17th Floor


New York, NY
10022


Attention: Gary
S. Matthews


Telephone: (917)
214-6371


E-mail: gary@sevenoaksacquisition.com






 






    3


     


    

 


 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE
GLOBAL NOTE3


 


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


 


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


 


	Date	 	Amount of Increase

    (Decrease) in 

    Principal Amount of

    this Global Note	 	Principal Amount
    of

    this Global Note 

    After Such Increase

    (Decrease)	 	Signature of
    

    Authorized Signatory 

    of Trustee
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





  





 



 


3 Insert for Global Notes only.


 






    4


     


    

 









 


CONVERSION NOTICE


 


SEVEN
OAKS ACQUISITION CORP.


 


7.00% Convertible
Senior Notes due 2026


 


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


 


	o	the entire principal amount of




 


	o	$	4
  	 aggregate principal amount of




 


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


 


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


 


	Date:	 	 	By:	 
	 	(Legal Name of Holder)
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	Signature Guaranteed:
	 	 
	 	Participant in a Recognized Signature

  Guarantee Medallion Program
	 	 
	 	By:	 
	 	Authorized Signatory




 





 



 


4 Must be an Authorized Denomination.


 






     5


     


    

 





FUNDAMENTAL CHANGE REPURCHASE NOTICE


 


SEVEN
OAKS ACQUISITION CORP.


 


7.00% Convertible
Senior Notes due 2026


 


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


 





	o	the entire principal amount of





 





	o	$	5	aggregate principal amount of


  


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


 


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


 


 


	Date:	 	 	By:	 
	 	(Legal Name of Holder)
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	Signature Guaranteed:
	 	 
	 	Participant in a Recognized Signature

  Guarantee Medallion Program
	 	 
	 	By:	 
	 	Authorized Signatory





 





 



 


5 Must be an Authorized Denomination.


 






     6


     


    

 





ASSIGNMENT FORM


 


SEVEN
OAKS ACQUISITION CORP.


 


7.00% Convertible
Senior Notes due 2026 


 


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


 


	Name:	 	 
	 	 	 
	Address:	 	 
	 	 	 
	Social security or

  tax identification

  number:	 	 




 


the within Note and all rights thereunder irrevocably
appoints:


 


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


 





	Date:	 	 	By:	 
	 	(Legal Name of Holder)
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	Signature Guaranteed:
	 	 
	 	Participant in a Recognized Signature

  Guarantee Medallion Program
	 	 
	 	By:	 
	 	Authorized Signatory


 


 






     7


     


    







 


TRANSFEROR ACKNOWLEDGEMENT


 


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


 


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



 


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



 


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



 


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



 


	Date:	 	 
	 	 
	 	 
	(Legal Name of Holder)	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	Signature Guaranteed:	 
	 	 
	Participant in a Recognized Signature

  Guarantee Medallion Program	 
	 	 
	By:	 	 
	 	Authorized Signatory	 




 






     8


     


    

 





TRANSFEREE ACKNOWLEDGEMENT


 


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


 


	Date:	 	 
	 	 
	 	 
	 	(Name of Transferee)	 
	 	 
	By:	 	 
	Name:	 
	Title:	 




 






     9


     


    

 





EXHIBIT B-1


 


FORM
OF RESTRICTED NOTE LEGEND


 


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


 


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



 


		(2)	AGREES FOR THE BENEFIT OF THE COMPANY THAT
                                            IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN,
                                            EXCEPT ONLY:



 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 


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



 


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



 


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



 


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



 


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


 





 



 


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


 


[Signature Page to Indenture]


 









     


     


    




 


EXHIBIT B-2


 


FORM
OF GLOBAL NOTE LEGEND


 


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


 


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


 


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


 






    2


     


    

 





EXHIBIT B-3


 


FORM OF NON-AFFILIATE LEGEND


 


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


 


[Signature Page to Indenture]


 






     


     


    

 





EXHIBIT
C


 


FORM
OF SUPPLEMENTAL INDENTURE


 


TO
BE DELIVERED BY SUBSEQUENT GUARANTORS


 


[             ]
Supplemental Indenture (this “Supplemental Indenture”), dated as of         among
Seven Oaks Acquisition Corp, a Delaware corporation (the “Company”),                                 (the
 “Guaranteeing Subsidiary”), a subsidiary of the Company, and U.S. Bank National Association, as trustee (the
 “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has
heretofore executed and delivered to the Trustee an indenture (as amended, modified or supplemented from time to time, the “Indenture”),
dated as of December 8, 2021, providing for the issuance of an unlimited aggregate principal amount of 7.00% Convertible Senior Notes
due 2026 (the “Notes”);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[Signature Page to Indenture]


 






     


     


    

 


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


 


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


 


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


 


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


 


[Signature
pages follow]


 






    2


     


    

 





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


 


	 	SEVEN OAKS ACQUISITION CORP.
	 	 
	 	By:	
	 	Name:
	 	Title:




  


	 	[GUARANTEEING SUBSIDIARY]
	 	 
	 	By:	
	 	Name:
	 	Title:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	
	 	Name:
	 	Title:




  


[Signature Page to Indenture]