Form 8-K

8-K — PureCycle Technologies, Inc.

Accession: 0001193125-26-271316

Filed: 2026-06-15

Period: 2026-06-10

CIK: 0001830033

SIC: 2821 (PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d120518d8k.htm (Primary)

EX-1.1 (d120518dex11.htm)

EX-1.2 (d120518dex12.htm)

EX-4.1 (d120518dex41.htm)

EX-4.2 (d120518dex42.htm)

EX-5.1 (d120518dex51.htm)

EX-5.2 (d120518dex52.htm)

EX-10.1 (d120518dex101.htm)

EX-99.1 (d120518dex991.htm)

GRAPHIC (g120518dsp77.jpg)

GRAPHIC (g120518dsp78.jpg)

GRAPHIC (g120518dsp80a.jpg)

GRAPHIC (g120518dsp80b.jpg)

GRAPHIC (g120518g0614041308585.jpg)

GRAPHIC (g120518g0614094328593.jpg)

GRAPHIC (g120518snap83a.jpg)

GRAPHIC (g120518snap83b.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d120518d8k.htm · Sequence: 1

8-K

false 0001830033 0001830033 2026-06-10 2026-06-10 0001830033 us-gaap:CommonStockMember 2026-06-10 2026-06-10 0001830033 pcttu:WarrantsEachExercisableForOneShareOfCommonStockParValue0.001PerShareAtAnExercisePriceOf11.50PerShareMember 2026-06-10 2026-06-10 0001830033 pcttu:UnitsEachConsistingOfOneShareOfCommonStockParValue0.001PerShareAndThreeQuartersOfOneWarrantMember 2026-06-10 2026-06-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2026

PureCycle Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40234

86-2293091

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

20 North Orange Avenue, Suite 106

Orlando, Florida

32801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (877) 648-3565

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

PCT

The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of common stock, par value $0.001 per share, at an exercise price of $11.50 per share

PCTTW

The Nasdaq Stock Market LLC

Units, each consisting of one share of common stock, par value $0.001 per share, and three quarters of one warrant

PCTTU

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Convertible Senior Notes Offering

Underwriting Agreement

On June 10, 2026, PureCycle Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Notes Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative (in such capacity, the “Notes Representative”) of the several underwriters named in Schedule I thereto (the “Notes Underwriters”) pursuant to which the Company agreed to issue and sell to the Notes Underwriters $250.0 million aggregate principal amount of the Company’s 4.75% convertible senior notes due 2032 (the “Initial Notes”) in a registered offering under the Securities Act (as defined below) (the “Notes Offering”). The Company also granted the Notes Underwriters an option under the Notes Underwriting Agreement to purchase up to an additional $37.5 million in aggregate principal amount of the Company’s 4.75% convertible senior notes due 2032 (the “Additional Notes”, and together with the Initial Notes, the “Notes”), solely to cover over-allotments, which the Notes Underwriters exercised in full on June 11, 2026, bringing the total aggregate principal amount of the Notes issued and sold to the Notes Underwriters in the Notes Offering to $287.5 million. The Notes Offering closed on June 15, 2026.

The Notes Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides customary indemnification by each of the Company and the Notes Representative for losses, claims, damages or liabilities arising out of or in connection with the Notes Offering, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In addition, pursuant to the terms of the Notes Underwriting Agreement, the Company’s directors, executive officers and specified affiliates of such directors entered into lock-up agreements providing for a 60-day “lock-up” period with respect to sales of the Company’s common stock, par value $0.001 per share (the “common stock”), and securities that are convertible into or exchangeable or exercisable for common stock, subject to certain exceptions.

The Notes Offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-296672) (the “Registration Statement”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2026 and became effective upon filing pursuant to Rule 462(e) of the Securities Act, as supplemented by a prospectus supplement, dated June 10, 2026, and filed with the SEC on June 12, 2026.

The net proceeds from the Notes Offering were approximately $278.3 million, after deducting the Notes Underwriters’ discounts and commissions and estimated offering expenses, and after giving effect to the exercise of the option to purchase the Additional Notes.

The foregoing description of the Notes Underwriting Agreement is qualified in its entirety by the full text of the Notes Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Indenture

In connection with the issuance of the Notes, the Company entered into an Indenture, dated June 15, 2026 (the “Base Indenture”), among the Company and U.S. Bank Trust Company, National Association, as trustee, as supplemented by a first supplemental indenture, dated June 15, 2026 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

The Notes will mature on July 1, 2032, unless earlier converted, redeemed or repurchased. The Notes will bear interest at a rate of 4.75% per annum from June 15, 2026, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027.

Holders of the Notes may convert all or any portion of their Notes at their option at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election. The conversion rate will initially be 90.2242 shares of common

stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $11.08 per share of common stock, which represents a conversion premium of approximately 35.0% above the Offering Price (as defined below) per share of common stock). The conversion rate will be subject to adjustment upon the occurrence of certain events. In addition, following certain corporate events described in the Indenture that occur prior to the maturity date, or upon the issuance of a notice of redemption (as described below), the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or elects to convert its Notes called (or deemed called) for optional redemption during the related redemption period, as the case may be.

The Company may not redeem the Notes prior to July 6, 2029. The Company may redeem for cash all or any portion of the Notes (subject to certain limitations specified in the Indenture), at its option, on a redemption date on or after July 6, 2029, if the last reported sale price per share of common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption to the holders of the Notes, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.

On July 8, 2030, or if the Company undergoes a “Fundamental Change” (as defined in the Indenture), then, subject to certain conditions and exceptions, holders may require the Company to repurchase for cash all or any portion of their notes at a Specified Repurchase Date Repurchase Price or Fundamental Change Repurchase Price (each as defined in the Indenture), as applicable, equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date.

The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The events of default, as set forth in the Indenture and subject in certain cases to customary grace and cure periods, include customary events including a default in the payment of principal or interest, failure to comply with the obligation to deliver amounts due upon conversion, failure to give certain notices, failure to comply with the obligations in respect of certain merger transactions, failure to comply with certain other covenants, defaults under certain other indebtedness and judgments and certain events of bankruptcy and insolvency.

The descriptions of the Indenture and the Notes contained herein are qualified in their entirety by reference to the text of the Base Indenture filed as Exhibit 4.1 and the First Supplemental Indenture filed as Exhibit 4.2 (including the form of the Notes included in Exhibit 4.2) to this Current Report on Form 8-K, each of which is incorporated herein by reference.

Common Stock Offering

Underwriting Agreement

On June 10, 2026, the Company entered into an underwriting agreement (the “Equity Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative (in such capacity, the “Equity Representative”) of the underwriters named in Schedule I thereto (the “Equity Underwriters”) pursuant to which the Company agreed to issue and sell to the Equity Underwriters 17,570,200 shares of common stock at a public offering price of $8.21 per share of common stock (the “Offering Price”), less the underwriting discounts of $0.416 per share of common stock, in a registered offering under the Securities Act (the “Equity Offering” and, together with the Notes Offering, the “Offerings”). The Company also granted the Equity Underwriters an option under the Equity Underwriting Agreement to purchase up to an additional 2,283,800 shares of common stock (the “Additional Shares”), which the Equity Underwriters exercised in full on June 11, 2026, bringing the total number of shares issued and sold to the Equity Underwriters in the Equity Offering to 19,854,000 shares of common stock. The Equity Offering closed on June 15, 2026.

The Equity Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides customary indemnification by each of the Company and the Equity Representative for losses, claims, damages or liabilities arising out of or in connection with the Equity Offering, including for liabilities under the Securities Act.

In addition, pursuant to the terms of the Equity Underwriting Agreement, the Company’s directors, executive officers and specified affiliates of such directors entered into lock-up agreements providing for a 60-day “lock-up” period with respect to sales of the Company’s common stock, and securities that are convertible into or exchangeable or exercisable for common stock, subject to certain exceptions.

The Equity Offering was made pursuant to the Registration Statement, as supplemented by a prospectus supplement, dated June 10, 2026, and filed with the SEC on June 12, 2026.

The net proceeds from the Equity Offering were approximately $154.2 million, after deducting the Equity Underwriters’ discounts and commissions and estimated offering expenses, and after giving effect to the exercise of the option to purchase the Additional Shares.

The foregoing description of the Equity Underwriting Agreement is qualified in its entirety by the full text of the Equity Underwriting Agreement, a copy of which is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Repurchase Agreements

On June 10, 2026, the Company entered into privately negotiated note repurchase agreements (the “Repurchase Agreements”) with certain holders (the “Holders”) of its outstanding 7.25% Green Convertible Senior Notes due 2030 (the “Green Convertible Notes”), including investment entities affiliated with Daniel Gibson and Sylebra Capital Management (the “Affiliated Investors”), pursuant to which the Company agreed to repurchase (the “Repurchases”) approximately $216.0 million in aggregate principal amount at maturity of the Green Convertible Notes held by the Holders (including $50.0 million in aggregate principal amount at maturity of the Green Convertible Notes held by the Affiliated Investors) for an aggregate of approximately $246.3 million in cash (including approximately $57.0 million payable to the Affiliated Investors). Investment entities affiliated with Daniel Gibson and Sylebra Capital Management are greater than 5% beneficial owners of the common stock.

The Company anticipates that the Repurchases will settle on or about June 15, 2026. Upon settlement of the Repurchases, the aggregate principal amount at maturity of the Green Convertible Notes outstanding is expected to be reduced to approximately $34.0 million.

The foregoing description of the Repurchase Agreements is qualified in its entirety by reference to the form of repurchase agreement filed as Exhibit 10.1 of this Current Report on Form 8-K, which is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On June 15, 2026, the Company issued a press release announcing the closing of the Offerings and the Company’s use of a portion of the proceeds from the Offerings to repurchase of a portion of the Green Convertible Notes, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibit

1.1*

Underwriting Agreement, dated as of June 10, 2026, by and between PureCycle Technologies, Inc. and Morgan Stanley & Co. LLC, as representative of the underwriters named therein, with respect to the Notes Offering

1.2*

4.1

Indenture, dated as of June 15, 2026, between PureCycle Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee

4.2

First Supplemental Indenture, dated as of June 15, 2026, between PureCycle Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee

4.3

Form of 4.75% Convertible Senior Notes due 2032 (included in Exhibit 4.2)

5.1

Opinion of Jones Day, with respect to the Notes Offering

5.2

Opinion of Jones Day, with respect to the Equity Offering

10.1

Form of Repurchase Agreement

23.1

Consent of Jones Day (included in Exhibit 5.1)

23.2

Consent of Jones Day (included in Exhibit 5.2)

99.1

Press Release issued by PureCycle Technologies, Inc. dated June 15, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PURECYCLE TECHNOLOGIES, INC.

June 15, 2026

By: /s/ Donald Carpenter

Name: Donald Carpenter

Title: Chief Financial Officer

EX-1.1

Filename: d120518dex11.htm · Sequence: 2

EX-1.1

Exhibit 1.1

$250,000,000 4.75% Convertible Senior Notes Due 2032

PURECYCLE TECHNOLOGIES, INC.

UNDERWRITING AGREEMENT

June 10,

2026

June 10, 2026

Morgan Stanley & Co. LLC

c/o Morgan Stanley &

Co. LLC

1585 Broadway

New

York, New York 10036

Ladies and Gentlemen:

PureCycle Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters

named in Schedule I hereto (the “Underwriters”) $250,000,000 aggregate principal amount of 4.75% Convertible Senior Notes due 2032 (the “Firm Securities”). The Company also proposes to issue and sell to the

several Underwriters not more than an additional $37,500,000 aggregate principal amount of 4.75% Convertible Senior Notes due 2032 (the “Additional Securities”), if and to the extent that Morgan Stanley & Co. LLC

(“Morgan Stanley”), as representative of the Underwriters (the “Representative”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Securities granted to the

Underwriters in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities.” The Securities will be convertible into cash, shares of the Company’s

common stock, par value $0.001 per share (the “Common Stock”), or a combination of cash and shares of Common Stock, at the Company’s election, in accordance with the terms of the Securities and the Indenture (as defined

below). The Securities will be issued pursuant to an indenture (the “Base Indenture”), as supplemented by a supplemental indenture (the Base Indenture, as so supplemented, the

“Indenture”), in each case, to be dated as of the Closing Date (as defined below) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

Substantially concurrently with the offering of the Securities, the Company will, among other things, issue and sell up to 19,854,000 shares

of its Common Stock pursuant to a separate underwriting agreement and separate prospectus supplement, subject to customary closing conditions (such offering, the “Concurrent Offering”). The offering of the Securities is not

contingent upon the completion of the Concurrent Offering, the Concurrent Offering is not contingent upon the completion of the offering of the Securities, and the Securities are not being offered together with the shares of Common Stock.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-296672), including a prospectus, relating to the securities (the “Shelf Securities”), including the Securities, to be issued from

time to time by the Company. The registration statement as amended to the date of this Underwriting Agreement (“Agreement”), including the information (if any) deemed to be part of the registration statement at the time of

effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement,” and the related prospectus

covering the Shelf Securities, dated June 10, 2026, in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule

173 under the Securities Act) is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to

the Securities in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to

as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus.

For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act,

“Time of Sale Prospectus” means the documents and pricing information set forth opposite the caption “Time of Sale Prospectus” in Schedule I hereto, “Time of Sale” means the first time when sales of

the Securities are made, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person.

As used herein, the terms “Registration Statement,” “Base Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated

by reference therein as of the date hereof. The terms “supplement,” “amendment” and “amend” as used herein with respect to the Registration Statement, the Base Prospectus, the Time of Sale

Prospectus, any preliminary prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are

deemed to be incorporated by reference therein.

1. Representations and Warranties. The Company represents and warrants to and

agrees with each of the Underwriters that, as of the date hereof, the Time of Sale and the Closing Date (as defined in Section 4):

(a) The Registration Statement has become effective, no stop order suspending the effectiveness of the Registration Statement

is in effect, and no proceedings for such purpose or pursuant to Section 8A under the Securities Act are pending before or, to the Company’s knowledge, threatened by the Commission. If the Registration Statement is an automatic shelf

registration statement as defined in Rule 405 under the Securities Act, the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf registration

statement and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement.

(b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of

Sale Prospectus or the Prospectus complied, or will comply when so filed, in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and the Trust Indenture Act of 1939, as amended, and the

rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), (ii) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not

contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the

Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and

the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in

connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue

statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each broadly available road show, if any, does not

conflict with the Time of Sale Prospectus and, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (a) that part of the

Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (b) statements or omissions in the Registration Statement,

the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by, or on behalf of, such Underwriter through the Representative expressly for use

therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Underwriter Information (as defined in Section 8(b)).

under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and

the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or

referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any,

identified in Schedule II hereto, and electronic road shows, if any, each furnished to the Representative before first use, the Company has not prepared, used or referred to, and will not, without the Representative’s prior consent,

prepare, use or refer to, any free writing prospectus.

(d) Each of the Company and the Company’s “significant

subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X, the “Subsidiaries”) has been duly incorporated or organized and is

validly existing as a corporation, a limited liability company or a limited partnership in good standing (to the extent such concepts exist in the applicable jurisdiction) under the laws of its respective jurisdiction of incorporation or

organization with full corporate or other power and authority to own, lease or operate its respective properties and to conduct its respective businesses as described in each of the Registration Statement, the Time of Sale Prospectus and the

Prospectus, and, in the case of the Company, to execute and deliver this Agreement and to consummate the transactions contemplated herein

(including the issuance, sale and delivery of the Securities). Each of the Company and the Subsidiaries is duly qualified or licensed by, and is in good standing in, each jurisdiction in which it

conducts its respective business or in which it owns or leases property or otherwise maintains an office (to the extent such concepts exist in the applicable jurisdiction) except where the failure, individually or in the aggregate, to be so

qualified or licensed or in good standing or have such power or authority, would not reasonably be expected to have a material adverse effect on (i) the business, condition (financial or otherwise), results of operations or prospects of the

Company and the Subsidiaries, taken as a whole, or (ii) the consummation of the transactions contemplated hereby or of the other transactions contemplated by the Time of Sale Prospectus and the Prospectus (any such effect or change, where the

context so requires is hereinafter called a “Material Adverse Effect”).

(e) All of the outstanding

shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable, and have not been issued in violation of or subject to any preemptive right or

other similar right of stockholders arising by operation of law, under the certificate of incorporation or bylaws, as amended, of the Company, under any agreement to which the Company is a party or otherwise, except in the case of any agreement

only, where the violation, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and all of the outstanding shares of capital stock of each corporate Subsidiary of the Company and all of the membership

interests of each Subsidiary that is a limited liability company, and limited partnership interests of each Subsidiary that is a limited partnership have been duly and validly authorized and issued, and are fully paid, and, in the case of the

corporate Subsidiaries, non-assessable, and all of the outstanding shares of capital stock, membership interests or limited partnership interests, as applicable, of the Subsidiaries, except as provided in the

Time of Sale Prospectus and the Prospectus, are directly or indirectly owned of record and beneficially by the Company; except as disclosed in the Time of Sale Prospectus and the Prospectus, there are no outstanding (i) securities or

obligations of the Company or any of the Subsidiaries convertible into or exchangeable for any capital stock, membership interests or limited partnership interests, as applicable, of the Company or any such Subsidiary, (ii) warrants, rights or

options to subscribe for or purchase from the Company or any such Subsidiary any such capital stock, membership interests or limited partnership interests or any such convertible or exchangeable securities or obligations, or (iii) obligations

of the Company or any such Subsidiary to issue or sell any shares of capital stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The Securities and all other outstanding shares of capital

stock or other equity interests of the Company conform in all material respects to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(f) This Agreement and the performance by the Company of its obligations hereunder has been duly authorized by all necessary

corporate action, and this Agreement has been duly executed and delivered by the Company.

(g) The Indenture has been duly

authorized by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its

terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the

“Enforceability Exceptions”), and the Indenture conforms in all material respects to the requirements of the Trust Indenture Act.

(h) Upon issuance and delivery of the Securities in accordance with this

Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at the Company’s election, in accordance with the terms

of the Securities and the Indenture. On the Closing Date and each Option Closing Date, if any, a number of shares of Common Stock equal to the product of (x) the quotient obtained by dividing the principal amount of Securities by $1,000 and

(y) the conversion rate for the Securities (assuming the maximum increase to such conversion rate for a conversion of Securities in connection with a “make-whole fundamental change,” as described in the Indenture) (the

“Maximum Number of Underlying Securities”) for Securities then outstanding or otherwise to have been issued on such date will have been duly authorized and reserved for issuance by the Company upon any conversions of the

Securities in accordance with the terms of the Securities and the Indenture and, if and when issued upon any conversion of the Securities in accordance with the terms of the Securities and the Indenture, will be validly issued, fully paid and non-assessable; no holder of such shares will be subject to personal liability by reason of being such a holder; and the issuance of such shares upon any such conversion will not be subject to the preemptive or

other similar rights under the General Corporation Law of the State of Delaware (the “DGCL”), the charter of the Company or any agreement to which the Company or any of its Subsidiaries is a party, or otherwise created by the

Company.

(i) The Securities have been duly authorized and, when duly executed, authenticated, issued and delivered as

provided in the Indenture and paid for in accordance with the terms of this Agreement, will be validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with

their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(j) Except

as disclosed in the Time of Sale Prospectus and the Prospectus, no Subsidiary is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such Subsidiary’s

capital stock or from repaying to the Company or any other Subsidiary any amounts that may from time to time become due under any loans or advances to such Subsidiary from the Company or such other Subsidiary, or from transferring any such

Subsidiary’s property or assets to the Company or to any other Subsidiary; except as disclosed the Time of Sale Prospectus and the Prospectus, the Company does not own, directly or indirectly, any capital stock or other equity securities of

any other corporation or any ownership interest in any partnership, joint venture or other association.

(k) Each of the

Company and the Subsidiaries is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under) (i) its certificate of incorporation, bylaws, or other

organizational documents (collectively, the “Charter Documents”), (ii) the performance or observance of

any obligation, agreement, covenant or condition contained in any contract, license, indenture, mortgage, deed of trust, loan, credit agreement or other agreement or instrument to which it is a

party or by which any of them or their respective properties may be bound or affected, or (iii) any federal, state, local or foreign law, regulation or rule or any decree, or judgment, permit or order (each a “Law”)

applicable to any of them, except, in the case of clauses (ii) and (iii) above, (A) for such breaches or defaults which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or (B) as

disclosed in the Time of Sale Prospectus and the Prospectus.

(l) (i) The execution, delivery and performance of this

Agreement and the Indenture, (ii) the issuance, sale and delivery of the Securities (including the issuance of any shares of Common Stock upon conversion thereof), (iii) the use of the proceeds from the sale of the Securities as described in

the Time of Sale Prospectus and the Prospectus, and (iv) the consummation by the Company of the transactions contemplated hereby, and the compliance by the Company and the Subsidiaries with the terms and provisions hereunder will not

(A) (1) conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) any provision of any contract, license,

indenture, mortgage, deed of trust, loan, credit agreement or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or its respective properties may be bound or affected, (2) result in any violation of

the provisions of the Charter Documents of the Company or any Subsidiary, or (3) result in any violation of any Law applicable to the Company or any Subsidiary, except in the case of clauses (1) and (3) for such conflicts, breaches,

violations or defaults that have been validly waived or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (B) result in the creation or imposition of any lien, charge, claim or encumbrance

upon any property or asset of the Company or any Subsidiary, except for any liens, charges, claims or encumbrances which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. There are no outstanding

securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance and sale of the Securities (including the issuance of any shares of Common Stock upon conversion thereof) or the Common Stock to be

issued and sold in the Concurrent Offering.

(m) Each of the Company and the Subsidiaries has all necessary licenses,

permits, certificates, authorizations, consents and approvals and has made all necessary filings required under any Law, and has obtained all necessary licenses, permits, certificates, authorizations, consents and approvals from other persons, and

has not received any written notice of any proceedings relating to the revocation or modification thereof, required in order to conduct their respective businesses as described in each of the Registration Statement, the Time of Sale Prospectus and

the Prospectus, except to the extent that any failure to have any such licenses, permits, certificates, authorizations, consents or approvals, to make any such filings or to obtain any such licenses, permits, certificates, authorizations, consents

or approvals would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor

any of the Subsidiaries is required by any applicable Law to obtain accreditation or certification from any governmental agency or authority in order to provide the products and services that it currently provides or that it proposes to provide as

set forth in each of the Registration Statement, the Time of Sale

Prospectus and the Prospectus, except to the extent such failure would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any

of the Subsidiaries is in violation of, in default under, or has received any notice regarding a possible violation, default or revocation of any such license, permit, certificate, authorization, consent or approval or any Law applicable to the

Company or any of the Subsidiaries, the effect of which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and no such license, permit, certificate, authorization, consent or approval contains a

materially burdensome restriction (at the sole discretion of the Company) that is not adequately disclosed in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(n) No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or

regulatory commission, board, body, arbitral panel, authority or agency (collectively, “Governmental Authority”) is required to be obtained by the Company in connection with the Company’s execution, delivery and performance

of this Agreement and the Indenture, its consummation of the transactions contemplated herein, and the Company’s issuance and sale and delivery of the Securities (including the issuance of any shares of Common Stock upon conversion thereof),

other than (i) such as have been obtained, or will have been obtained at the Closing Date or any Option Closing Date, as the case may be, under the Securities Act and/or the Exchange Act (other than any filings on Form 8-K, which may be filed on or after the Closing Date), (ii) the listing of the shares of Common Stock issuable upon conversion of the Securities on the NASDAQ Stock Market (“Nasdaq”), (iii) any

necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Securities are being offered and sold, and (iv) in each case such as would not reasonably be expected to have, individually or in the

aggregate, a Material Adverse Effect.

(o) Neither the Company nor any of the Subsidiaries has sustained, since the

respective dates as of which such information is given in the Time of Sale Prospectus and the Prospectus, (i) any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by

insurance, or from any labor dispute or action, order or decree of any court or governmental or regulatory authority, otherwise than as set forth or contemplated in the Time of Sale Prospectus, (ii) any material change in the capital stock

(other than (A) the issuance of shares of Common Stock upon exercise of stock options and warrants described as outstanding in, (B) the grant of options, restricted stock, performance shares and other awards under existing equity incentive

plans described in, or (C) pursuant to other agreements described in, the Time of Sale Prospectus and the Prospectus) or long-term debt of the Company or any of the Subsidiaries, or any dividend or distribution of any kind declared, set aside

for payment, paid or made by the Company on any class of capital stock (except regular quarterly dividends), or (iii) any material adverse change in or affecting the business, condition (financial or otherwise), results of operations or

prospects of the Company and the Subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Time of Sale Prospectus or the Prospectus.

(p) Except as set forth in each of the Time of Sale Prospectus and the

Prospectus, there are no actions, suits, proceedings, inquiries or investigations pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary or controlled affiliate, or any of their respective officers and

directors in such capacity, or to which the properties, assets or rights of any such entity are subject, at law or in equity, or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a

Material Adverse Effect.

(q) Each preliminary prospectus filed as part of the Registration Statement as originally filed

or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when filed and, at the Time of Sale and on the Closing Date, will comply, in all material respects with the Securities Act and the applicable

rules and regulations of the Commission thereunder.

(r) The Company is not and, after giving effect to the offering and

sale of the Securities and the shares of Common Stock in the Concurrent Offering and the application of the net proceeds therefrom as described in the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”, will

not be, required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations promulgated thereunder.

(s) None of the Company, any Subsidiary, or to the Company’s knowledge, its directors, officers, representatives or

controlled affiliates, has taken, and none will take, directly or indirectly, any action that is designed to, that has constituted, or that is reasonably expected to cause or result in stabilization or manipulation of the price of any security of

the Company to facilitate the sale or resale of the Securities in violation of Regulation M.

(t) None of the transactions

contemplated by this Agreement and the Indenture (including the application of the proceeds of the offering of the Securities) will violate or result in a violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System or

any other regulation of such Board of Governors.

(u) The Company (i) does not have any material lending or other

relationship with any bank or lending affiliate of any Underwriter, and (ii) does not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.

(v) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,

(i) neither the Company nor any Subsidiary is in violation of any Law, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of the environment (including, without limitation, ambient

air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of pollutants, contaminants, toxic wastes, hazardous wastes, toxic

substances, hazardous substances, petroleum or petroleum products or asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal,

transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (ii) the Company and each Subsidiary have all permits, authorizations and approvals required under any applicable Environmental Laws and are each

in compliance with their requirements and (iii) there are no pending or, to the knowledge of the Company or any Subsidiary, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of

noncompliance or violation or proceedings relating to any Environmental Law against the Company or any Subsidiary.

(w) There are no contracts, agreements or understandings between the Company

and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Securities

registered pursuant to the Registration Statement.

(x) Neither the Company nor any of its Subsidiaries or its controlled

affiliates, nor any director, officer, or employee thereof, nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Subsidiaries or controlled affiliates, has taken or will take any action in furtherance of

an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any person to improperly influence official action by that person for

the benefit of the Company or its Subsidiaries or controlled affiliates, or to otherwise secure any improper advantage, or to any person in violation of (a) the U.S. Foreign Corrupt Practices Act of 1977, (b) the UK Bribery Act 2010, or

(c) any other applicable law, regulation, order, decree or directive having the force of law and relating to bribery or corruption (collectively, the “Anti-Corruption Laws”).

(y) The operations of the Company and each of its Subsidiaries are and have been conducted at all times in compliance with all

applicable anti-money laundering laws, rules, and regulations, including the financial recordkeeping and reporting requirements contained therein, and including the Bank Secrecy Act of 1970, applicable provisions of the USA PATRIOT Act of 2001, the

Money Laundering Control Act of 1986, and the Anti-Money Laundering Act of 2020 (collectively, the “Anti-Money Laundering Laws”).

(z) (i) Neither the Company nor any of its Subsidiaries, nor any director, officer, employee, agent, controlled affiliate, or

representative of the Company or any of its Subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are:

(A) the subject of any sanctions administered or enforced by the United States Government (including the U.S. Department of

the Treasury’s Office of Foreign Assets Control and the U.S. Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury, or any other relevant sanctions authority (collectively,

“Sanctions”), or

(B) located, organized or resident in a country or territory that is the subject of

comprehensive territorial Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or any

other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria (prior to July 1, 2025)).

(ii) The Company and each of its Subsidiaries (a) have not, since the

more recent of April 24, 2019 or 10 years prior to the date of the Agreement, engaged in, (b) are not now engaged in, and (c) will not engage in, any dealings or transactions with any Person, or in any country or territory, that at

the time of the dealing or transaction is or was, or whose government is or was, the subject of Sanctions in violation of Sanctions.

(aa) The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make

available such proceeds to any Subsidiary, joint venture partner or other Person:

(i) to fund or facilitate any activities

or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is, or whose government is, the subject of Sanctions;

(ii) to fund or facilitate any money laundering or terrorist financing activities; or

(iii) in any other manner that would cause or result in a violation of any Anti-Corruption Laws, Anti-Money Laundering Laws, or

Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(bb) The Company and its Subsidiaries have conducted and will conduct their businesses in material compliance with the

Anti-Corruption Laws, the Anti-Money Laundering Laws, and Sanctions, and no investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its

Subsidiaries with respect to the Anti-Corruption Laws, the Anti-Money Laundering Laws, or Sanctions is pending or, to the knowledge of the Company, threatened. The Company and its Subsidiaries and controlled affiliates have instituted and maintained

and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with the Anti-Corruption Laws, the Anti-Money Laundering Laws, Sanctions, and with the representatives and warranties contained herein.

(cc) The Company will not, and will not permit any of its Subsidiaries to, (a) be or become a “covered foreign

person”, as that term is defined in the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar

law or regulation; as of the date of this Agreement, and as codified at 31 C.F.R. §850.101 et seq (the “Outbound Investment Rules”), or (b) engage, directly or indirectly, in (i) a “covered activity” or

a “covered transaction”, as such term is defined in the Outbound Investment Rules, (ii) with respect to any Subsidiary of the Company that is not a U.S. Person (as defined in the Outbound Investment Rules), or any activity that

would constitute a “covered activity” or “covered transaction”, as each such term is defined in the Outbound Investment Rules, if such Subsidiary were a U.S. Person, of (iii) any other activity that would cause the

Underwriters to be in violation of the Outbound Investment Rules or cause the Underwriters to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.

(dd) Each of the Company and the Subsidiaries has good and marketable title

to all material real property, if any, and good and marketable title to all material personal property owned by it (whether through fee ownership or similar rights of ownership), in each case free and clear of all liens, security interests, pledges,

charges, encumbrances, mortgages and defects, except such as are disclosed in the Time of Sale Prospectus and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and any

material real property or material personal property held under lease by the Company or any Subsidiary is held under a lease that is valid, existing and enforceable by the Company or such Subsidiary, in each case with such exceptions as are

disclosed in the Time of Sale Prospectus and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and neither the Company nor any Subsidiary has received any notice of any claim

of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any such lease, except for any such claim that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse

Effect.

(ee) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect, the Company and each Subsidiary owns or possesses such licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible

property rights and know-how (collectively “Intangibles”), as are necessary to entitle the Company and each Subsidiary to conduct the Company’s and each Subsidiary’s business as

described in the Time of Sale Prospectus and the Prospectus, and neither the Company nor any Subsidiary has received written notice of any infringement of or conflict with asserted rights of others with respect to any Intangibles, which would

reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and neither the Company nor any Subsidiary has knowledge of any infringement of or conflict of any Intangibles of any third party. The Intangibles owned by

the Company and its subsidiaries and, to the Company’s knowledge, the Intangibles licensed to the Company and its subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened

action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intangibles. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all employees or

individual contractors engaged in the development of Intangibles on behalf of the Company or any subsidiary of the Company have executed an invention assignment agreement whereby such employees or individual contractors presently assign all of their

right, title and interest in and to such Intangibles to the Company as are necessary to entitle the Company and each Subsidiary to conduct the Company’s and each Subsidiary’s business as described in the Time of Sale Prospectus and the

Prospectus, and to the Company’s knowledge no such agreement has been breached or violated. The Company and its subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be

maintained as a trade secret.

(ff) (i)(x) There has been no material security breach or attack or other compromise of or

relating to any of the Company’s and the Subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party

data maintained by or on behalf of them),

equipment or technology (“IT Systems and Data”), and (y) the Company and the Subsidiaries have not been notified of, and have no knowledge of any event or condition that

would reasonably be expected to result in any material security breach, attack or compromise to their IT Systems and Data, and (ii) the Company and the Subsidiaries have complied in all material respects, and are presently in compliance in all

material respects with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual obligations

relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.

(gg) Neither the Company nor any Subsidiary has violated or has received notice of any violation with respect to any federal or

state law relating to the employment of labor the violation of any of which would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(hh) There are no existing or, to the knowledge of the Company, threatened labor disputes with the employees of the Company or

any of the Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(ii) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect

(i) the Company and each of the Subsidiaries have complied with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder

(“ERISA”) and each employee benefit plan, within the meaning of Section 3(3) of ERISA, that is currently sponsored, maintained, or administered by the Company or any of its Subsidiaries for employees or former employees of

the Company or any of its Subsidiaries has been maintained in compliance in all material respects with its terms and the requirements of any applicable statutes, rules and regulations, including, but not limited to, ERISA and the Internal Revenue

Code of 1986, as amended (the “Code”); (ii) the Company and the Subsidiaries have no direct or contingent liability with respect to any plan subject to Section 412 of the Code or Title IV of ERISA; (iii) each

“pension plan” within the meaning of Section 3(2) of ERISA for which the Company and each of the Subsidiaries would reasonably be expected to have any liability that is intended to be qualified under Section 401(a) of the Code

has received a favorable determination letter as to its qualified status or is comprised of a pre-approved plan that has received a favorable opinion letter from the IRS and nothing has occurred, whether by

action or by failure to act, which would reasonably be expected to cause the loss of such qualification; and (iv) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with

respect to any pension plan excluding transactions effected pursuant to a statutory or administrative exemption.

(jj) The

Company and each Subsidiary carries, or is covered by, insurance (issued by insurers of recognized financial responsibility to the best knowledge of the Company) in such amounts and covering such risks as the Company reasonably believes is standard

for the conduct of their respective businesses and are consistent with insurance coverage maintained by companies engaged in the same or similar business, all of which insurance is in full force and effect. Neither the Company nor any of the

Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage in all material respects as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue

its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

(kk) Neither the Company nor any of the Subsidiaries is in violation, or has

received notice of any violation with respect to, any applicable safety or similar law applicable to the business of the Company or any of the Subsidiaries; the Company and the Subsidiaries have received all permits, licenses or other approvals

required of them under applicable federal and state occupational safety and health laws and regulations to conduct their respective businesses; and the Company and the Subsidiaries are in compliance with the terms and conditions of any such permit

license or approval, except any such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals that would not reasonably

be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its Subsidiaries are and have at all times, to the extent applicable to them and their business or products: (a) been in material compliance with

(i) the applicable provisions of the Federal Food, Drug, and Cosmetic Act, as amended, and the applicable regulations and requirements adopted by the Food and Drug Administration (“FDA”) thereunder, and any applicable

requirements established by any state, local or foreign Governmental Authority responsible for regulating the production of plastic to be used for, among other things, food packaging products (together with the FDA, collectively, the “Food

Authorities”) and (ii) all terms and conditions imposed in any governmental letters of no objection, licenses, permits, certificates, approvals and authorizations granted to the Company or any of its Subsidiaries by any Food

Authority; and (b) not been subject to any material legal proceeding, order, claim, investigation, or notice of violation or liability, arising under or related to any Food Authority regulations, in each case, which remains pending or

unresolved, or is the source of ongoing obligations or requirements as of the date hereof.

(ll) Except as would not

reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and each Subsidiary have accurately prepared and timely filed any and all U.S. federal, state, local and foreign tax returns that are

required to be filed by them, and have paid, withheld and paid over or made adequate provision for the payment of all taxes, assessments, governmental charges or other similar amounts, including without limitation, all sales and use taxes and all

taxes that the Company or the Subsidiaries are obligated to withhold from amounts owing to employees, creditors and third parties (whether or not such amounts are shown as due on any tax return); (ii) no deficiency assessment or proposed adjustment

of the Company’s or a Subsidiary’s federal, state, local or foreign taxes is pending or, to the best of the Company’s knowledge, threatened; (iii) all tax liabilities are adequately provided for on the audited financial

statements of the Company and the Subsidiaries in accordance with United States generally accepted accounting principles (“GAAP”); (iv) since the date of the most recent financial statements in the Time of Sale Prospectus and the

Prospectus, neither the Company nor any Subsidiary has incurred any liability for taxes other than in the ordinary course of its business; and (v) there is no tax lien, whether imposed by any federal, state, foreign or other taxing authority,

outstanding against the assets, properties or business of the Company or any Subsidiary.

(mm) The consolidated financial statements of the Company, including the

notes thereto, incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus (i) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated

subsidiaries as of the dates indicated and the consolidated results of their operations and changes in their financial position and cash flows for the periods specified and (ii) have been prepared in conformity with GAAP applied on a consistent

basis during the periods involved and in accordance with Regulation S-X promulgated by the SEC; the financial statement schedules incorporated by reference in the Registration Statement, the Time of Sale

Prospectus and the Prospectus; no other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; the unaudited financial

information (including the related notes) included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus complies, as of the date that they were prepared, as to form in all material respects with

the applicable accounting requirements of the Securities Act.

(nn) The Company and its Subsidiaries are in compliance in

all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder that are effective and applicable to the Company as of the Closing Date and any Option Closing Date.

(oo) Grant Thornton LLP, whose reports on the consolidated financial statements of the Company and the Subsidiaries are filed

with the Commission and incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, is, and was during the periods covered by its reports, an independent public accountant as required by the Securities

Act and, to the knowledge of the Company, is registered with the Public Company Accounting Oversight Board.

(pp) The

Company has established and maintains a system of “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) of the General Rules and Regulations under the Exchange Act)

that is designed to comply with the requirements of the Exchange Act applicable to the Company and has been designed by the Company’s principal executive and principal financial officers, or under their supervision, to provide reasonable

assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to

maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at

reasonable intervals and appropriate action is taken with respect to any differences and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Time of Sale Prospectus and

the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the SEC’s rules and guidelines applicable thereto. Since the end of the Company’s most recent reported period, there

has been (i) no material weaknesses in the Company’s internal controls over financial reporting (whether or not remediated) and (ii) no material change in the Company’s internal controls over financial reporting; and the

Company is not aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

(qq) The Company has established and maintains effective disclosure controls

and procedures (as such term is defined under Rule 13a-15 and 15d-15 under the rules and regulations of the Exchange Act), which are designed to ensure that

material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the

periods in which the periodic reports required under the Exchange Act are being prepared. The Company has conducted evaluations of the effectiveness of its disclosure controls as required by Rule 13a-15 of the

Exchange Act.

(rr) The Company (i) has not alone engaged in any Testing-the-Waters Communication with any person and (ii) has not authorized anyone other than the Representative to engage in

Testing-the-Waters Communications. The Company reconfirms that the Representative has been authorized to act on its behalf in undertaking

Testing-the-Waters Communications. The Company has not distributed any Testing-the-Waters

Communication that is a written communication within the meaning of Rule 405 under the Securities Act other than those listed on Schedule III hereto.

“Testing-the-Waters Communication” means any communication with potential investors undertaken in reliance on Section 5(d) or Rule 163B of the

Securities Act.

(ss) As of the time of each sale of the Securities in connection with the offering when the Prospectus is

not yet available to prospective purchasers, none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered together with the Time of Sale Prospectus, and (C) any individual Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a

material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(tt) Neither the Company nor any of its Subsidiaries has any securities rated by any “nationally recognized statistical

rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act.

2. Agreements to Sell and Purchase.

The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not

jointly, to purchase from the Company the respective principal amount of Firm Securities set forth in Schedule I hereto opposite its name at a price equal to 97.0% of the principal amount thereof (the “Purchase Price”) plus

accrued interest, if any, from June 15, 2026 to the Closing Date.

On the basis of the representations and warranties contained in

this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to $37,500,000 principal amount

of Additional Securities at the Purchase Price plus accrued

interest, if any, from June 15, 2026 to the date of payment and delivery. Such option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters.

The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part on or before the 30th day following the date of this Agreement, by giving written notice. Any exercise notice shall specify the principal

amount of Additional Securities to be purchased by the Underwriters and the date on which such Additional Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier

than the Closing Date (as defined below) nor later than ten business days after the date of such notice. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees,

severally and not jointly, to purchase the principal amount of Additional Securities (subject to such adjustments to eliminate Securities in denominations other than $1,000 as the Representative may determine) that bears the same proportion to the

total principal amount of Additional Securities to be purchased on such Option Closing Date as the principal amount of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total principal amount of

Firm Securities.

3. [Reserved.]

4. Payment and Delivery. Payment for the Firm Securities shall be made to the Company in Federal or other funds immediately available

in New York City against delivery of such Firm Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on June 15, 2026, or at such other time on the same or such other date, not later than

June 23, 2026, as shall be designated in writing by the Representative. The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for any Additional Securities shall be made to the Company in Federal or other funds immediately available in New York City against

delivery of such Additional Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on

such other date, in any event not later than July 24, 2026, as shall be designated in writing by the Representative.

The Securities

shall be registered in such names and in such denominations as the Representative shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Securities and

Additional Securities shall be delivered to the nominee of The Depository Trust Company (“DTC”) on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters in the form

of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly paid by the Company, against

payment of the Purchase Price therefor. The Global Note will be made available for inspection by the Representative at the office of Morgan Stanley & Co. LLC set forth above not later than 1:00 P.M., New York City time, on the business day

prior to the Closing Date or the Option Closing Date, as the case may be.

5. Conditions to the Underwriters’ Obligations. The obligations

of the Company to sell the Securities to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Securities on the Closing Date are subject to the condition that the Registration Statement shall remain effective

as of the date hereof.

The several obligations of the Underwriters are subject to the following further conditions:

(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose

or pursuant to Section 8A under the Securities Act shall be pending before or, to the knowledge of the Company, threatened by the Commission; and

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial

or otherwise, or in the earnings, business, operations or prospects of the Company and its Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the Representative’s judgment, is material and adverse and

that makes it, in the Representative’s judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive

officer of the Company, to the effect set forth in Sections 5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has

complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Jones Day, outside

counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representative.

(d)

The Underwriters shall have received on the Closing Date an opinion of Vedder Price, intellectual property counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representative.

(e) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Cooley LLP, counsel

for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Representative.

In giving the opinions

to be delivered pursuant to Section 5(c) and Section 5(e), counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the DGCL and the federal securities laws of the United

States, upon the opinions of counsel satisfactory to the Representative. Such counsel may also state that, insofar as such opinions involve factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other

representatives of the Company and its Subsidiaries and certificates of public officials.

With respect to the negative assurance letters to be delivered pursuant to Section 5(c)

and Section 5(e) above, counsel may state, to the extent applicable, that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus, the Prospectus and any

amendments or supplements thereto (other than the documents incorporated by reference) and upon review and discussion of the contents thereof (including the documents incorporated by reference), but are without independent check or verification,

except as specified.

(f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter

dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Grant Thornton LLP, independent public accountants, containing statements and information of the type ordinarily included in

accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that

the letter delivered on the Closing Date shall use a “cut-off date” not earlier than two business days prior to the Closing Date.

(g) The “lock-up” agreements, each substantially in the form of Exhibit A

hereto, between the Representative and the executive officers, directors and specified affiliates of such directors, as applicable, of the Company relating to restrictions on sales and certain other dispositions of or activities in respect of shares

of Common Stock or certain other securities, delivered to the Representative on or before the date hereof, shall be in full force and effect on the Closing Date.

(h) A “Listing of Additional Shares Notification Form” related to the conversion of up to the Maximum Number of

Underlying Securities shall have been submitted to Nasdaq.

(i) The Securities shall be eligible for clearance and

settlement through DTC.

(j) The several obligations of the Underwriters to purchase Additional Securities hereunder are

subject to the delivery to the Representative on the applicable Option Closing Date of the following:

(i) a certificate,

dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date;

(ii) an opinion and negative assurance letter of Jones Day, outside counsel for the Company, dated the Option Closing Date,

relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof;

(iii) an opinion of Vedder Price, intellectual property counsel for the Company, dated the Option Closing Date, relating to the

Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof;

(iv) an opinion and negative assurance letter of Cooley LLP, counsel for the

Underwriters, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof;

(v) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Grant Thornton LLP,

independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date; and

(vi) such other documents as the Representative may reasonably request with respect to the good standing of the Company, the

due authorization and issuance of the Additional Securities to be sold on such Option Closing Date and other matters related to the issuance of such Additional Securities.

6. Covenants of the Company. The Company covenants with each Underwriter as follows:

(a) To furnish to the Representative, without charge, two signed copies of the Registration Statement (including exhibits

thereto and documents incorporated by reference) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto but including documents incorporated by reference) and to furnish to the

Representative in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 6(f) or 6(g) below, as many copies of the

Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as the Representative may reasonably request.

(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to

the Representative a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representative reasonably objects, and to file with the Commission within the applicable period specified

in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

file with the Commission pursuant to Rule 424(b), as promptly as possible and in any event no later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, the Prospectus

setting forth the amount of Securities covered thereby and the terms thereof not otherwise specified in the preliminary prospectus.

(d) To furnish to the Representative a copy of each proposed free writing

prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which the Representative reasonably objects.

(e) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission

pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not

yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of

counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer

upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is

delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will

comply with applicable law.

(g) If, during such period after the first date of the public offering of the Securities as in

the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall

occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule

173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with

the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representative will furnish to the Company) to which Securities may have been sold by the Representative on behalf of the

Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu

thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(h) If required by applicable law, to endeavor to qualify the Securities for offer and sale under the securities or Blue Sky

laws of such jurisdictions as the Representative shall reasonably request; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that

would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, or taxation in any jurisdiction where it is not now so subject.

(i) To make generally available (which may be satisfied by filing with the

Commission on its Electronic Data Gathering, Analysis and Retrieval System) to the Company’s security holders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the

first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or

cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the

registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus,

any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies

thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the authorization, issuance, sale, preparation, transfer and delivery of the Securities to the Underwriters, including any

transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with

the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(h) hereof, including filing fees and the reasonably incurred fees and disbursements of counsel for the Underwriters in connection with

such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonably incurred fees and disbursements of counsel to the Underwriters incurred in connection with the review and

qualification of the offering of the Securities by the Financial Industry Regulatory Authority in an aggregate amount, together with the reasonably incurred fees and disbursements of counsel for the Underwriters in clause (iii), not to exceed

$35,000, (v) all costs and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties), (vi) all expenses and application fees incurred in connection with the approval of the Securities for

book-entry transfer by DTC, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses incident to listing the Common Stock in an amount equal to the Maximum Number of Underlying Securities on

Nasdaq in connection with the issuance of the Securities, (ix) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the

Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged

in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and

any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (x) the document production charges and expenses associated with printing this Agreement

and (xi) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section,

Section 8 entitled “Indemnity and Contribution” and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes

payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

(k) If at any time following the distribution of any

Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act there occurred or occurs an event or development

as a result of which such Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own

expense, such Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(l) The Company will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly

completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Underwriter may

reasonably request in connection with the verification of the foregoing Certification.

(m) The Company will prepare a

final term sheet relating to this offering of the Securities and the Concurrent Offering in a form approved by the Representative (as set forth in Schedule IV hereto) and will file such term sheet pursuant to and within the time required by Rule

433(d) under the Securities Act.

The Company also covenants with each Underwriter that, without the prior written consent of the

Representative on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period ending 60 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell,

contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any

securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap, loan or other arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or

combination thereof, forward or any other derivative transaction or instrument, however described or defined) that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Common Stock,

whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) file or confidentially submit any registration statement with the

Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

The restrictions contained in the preceding paragraph shall not apply to (A) the

Securities to be sold hereunder and any shares of Common Stock issued upon conversion of the Securities, (B) the shares of Common Stock to be issued and sold in the Concurrent Offering, (C) grants of equity-based awards pursuant to the

Company’s equity incentive plan described in the Time of Sale Prospectus and the Prospectus, (D) any shares of Common Stock issued by the Company upon the exercise of an option, the vesting of any restricted stock or restricted class of

similar units, or other equity award outstanding on the date hereof and referenced in each of the Time of Sale Prospectus and Prospectus, (E) any shares of Common Stock issued by the Company in connection with the exercise of the Series A

warrants or public warrants of the Company, each referenced in each of the Time of Sale Prospectus and Prospectus, whether in connection with a redemption of such warrants by the Company or otherwise, (F) the filing by the Company of any

registration statement on Form S-8 with the Commission relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement or any assumed benefit plan pursuant to an

acquisition or similar strategic transaction, (G) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange

Act, for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange

Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the

Restricted Period, or (H) the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock in connection with the acquisition by the Company of the securities, businesses, property or

other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (H), (i) the aggregate number of shares of Common Stock does not exceed 10% of the outstanding shares of Common

Stock of the Company immediately following the issuance and sale of the Securities to be sold pursuant to this Agreement and the shares of Common Stock to be sold pursuant to the underwriting agreement related to the Concurrent Offering and

(ii) the recipient of such shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock shall enter into a “lock up” agreement, substantially in the form of Exhibit A hereto, with the

Representative.

(n) The Company will reserve and keep available at all times, free of preemptive rights, a number of

shares of Common Stock equal to the Maximum Number of Underlying Securities of the Securities then outstanding. The Company will use its best efforts to effect and maintain the listing of a number of shares of Common Stock issuable upon conversion

of the Securities equal to the Maximum Number of Underlying Securities of the Securities then outstanding on Nasdaq.

(o)

The Company will assist the Underwriters in arranging for the Securities to be eligible for clearance and settlement through DTC.

7. Covenants of the Underwriters. Each Underwriter, severally and not jointly,

covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that

otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter; provided that Underwriters may use the term sheet as set forth in Schedule IV hereto.

8. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who

controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and their

respective directors, officers and employees from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such

action or claim) that (i) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale

Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the

Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements

therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any

information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through

the Representative consists of the information described as such in paragraph (b) below or (ii) relate to or arise out of the repurchase of the 7.25% Green Convertible Senior Notes due 2030 in privately negotiated transactions effected

through Morgan Stanley or its affiliates, as the Company’s agent.

(b) Each Underwriter agrees, severally and not

jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or

Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter

through the Representative expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any amendment or supplement thereto, it being

understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the the concession figure in the third paragraph and the information

set forth in the thirteenth paragraph, other than in the third, eighth and tenth sentences thereof, in each case under the caption “Underwriting” (the “Underwriter Information”).

be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought

(the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the

indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and

expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such

proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It

is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one

separate firm (in addition to one local counsel in any jurisdiction) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representative, in

the case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its

written consent, but if settled with such consent or if there be a final judgment, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the

foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the

indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid

request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified

party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an

unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, does not include a statement as to, or an admission of fault, wrongdoing, culpability or a failure to act by or on behalf of

any indemnified party.

(d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to

an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the

amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters

on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to

in clause 8(d)(i)

above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims,

damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to

be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set

forth in the table on the cover of the Prospectus, bear to the aggregate Purchase Price of the Securities. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other

things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent,

knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal

amount of Securities they have purchased hereunder, and not joint.

(e) The Company and the Underwriters agree that it

would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not

take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include,

subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no

Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such

Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)

shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available

to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this

Section 8 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any

investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and

(iii) acceptance of and payment for any of the Securities.

9. Termination. The Underwriters may terminate this Agreement by notice given by the

Representative to the Company, if after the execution and delivery of this Agreement and prior to or on the Closing Date or any Option Closing Date, as the case may be, (i) trading generally shall have been suspended or materially limited on,

or by, as the case may be, any of the New York Stock Exchange or Nasdaq, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any

over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any

moratorium on commercial banking activities shall have been declared by U.S. federal or New York state authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or

crisis that, in the Representative’s judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the Representative’s judgment, impracticable or inadvisable to

proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

10. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties

hereto.

If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse

to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Firm Securities set

forth opposite their respective names in Schedule I bears to the aggregate principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other

proportions as the Representative may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of

Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities

without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the aggregate principal amount of Firm Securities with respect to which such default

occurs is more than one-tenth of the aggregate principal amount of Firm Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such

Firm Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the

Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus

or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregated principal amount of Additional Securities with

respect to which such default occurs is more than one-tenth of the aggregate principal amount of Additional Securities to be purchased on such Option Closing Date, the

non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Option Closing Date or (ii) purchase not less

than the principal amount of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not

relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any

failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will

reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the

fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

11. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements

(to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale

Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Securities.

(b) The Company

acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the

Company only those duties and obligations set forth in this Agreement, any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement), if any, (iii) the Underwriters may have interests that

differ from those of the Company, and (iv) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters

with respect to any entity or natural person. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the

Securities.

12. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered

Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer

would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a

proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.

Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section a “BHC Act Affiliate” has the meaning

assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is

defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or

382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer

Protection Act and the regulations promulgated thereunder.

13. Counterparts; Electronic Signatures. This Agreement may be signed

in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic

signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

14. Applicable Law. This

Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

15. Headings. The

headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

16. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be

delivered, mailed or sent to Morgan Stanley in care of Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal and Compliance Division; and if to the

Company shall be delivered, mailed or sent to PureCycle Technologies, Inc., 20 North Orange Avenue, Suite 106, Orlando, Florida 32801, Attention: Brad Kalter, Email: [***], with a copy to Joel May, Email: [***] and Thomas Short, Email: [***], Jones

Day, 1221 Peachtree Street, N.E., Suite 400, Atlanta, Georgia 30361.

[Signature pages follow]

Very truly yours,

PURECYCLE TECHNOLOGIES, INC.

By:

/s/ Donald Carpenter

Name: Donald Carpenter

Title: Chief Financial Officer

[Signature Page to

Underwriting Agreement]

Accepted as of the date hereof

Morgan Stanley & Co. LLC

Acting severally on behalf of

themselves

and the several Underwriters named in

Schedule I hereto.

By:

Morgan Stanley & Co. LLC

By:

/s/ Dowling, Brendan Richard

Name: Brendan Richard Dowling

Title: Executive Director

[Signature Page to

Underwriting Agreement]

SCHEDULE I

Underwriter

Principal Amount of Firm

Securities To Be Purchased

Morgan Stanley & Co. LLC

225,000,000

Cantor Fitzgerald & Co.

25,000,000

Total:

250,000,000

I-1

SCHEDULE II

Time of Sale Prospectus

Preliminary Prospectus issued June 10, 2026

Free Writing Prospectus:

Free Writing Prospectus, dated June 10, 2026, relating to the pricing term sheet

II-1

SCHEDULE III

Testing-the-Waters Communications

PureCycle Presentation, dated June 2026.

III-1

SCHEDULE IV

Pricing Term Sheet

IV-1

EXHIBIT A

[FORM OF LOCK-UP AGREEMENT]

_____________, 2026

Morgan Stanley &

Co. LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Ladies and Gentlemen:

The undersigned

understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into (i) an Underwriting Agreement (the “Equity Underwriting Agreement”) with PureCycle Technologies, Inc., a

Delaware corporation (the “Company”), providing for a public offering (the “Equity Offering”) of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share

(the “Common Stock”), and/or (ii) an Underwriting Agreement (together with the Equity Underwriting Agreement, the “Underwriting Agreements”) with the Company, providing for a public offering (together with

the Equity Offering, the “Offerings”) of Convertible Senior Notes Due 2032 of the Company (the “Notes” and, together with the Shares, the “Securities”). The Notes will be convertible into

Shares. In the event that the Company and Morgan Stanley determine to only commence the Equity Offering, then references herein to the term “Offerings” and “Securities” shall mean the “Equity Offering” and

“Shares”, respectively, while if such parties determine to only commence the Debt Offering, then references herein to the term “Offerings” and “Securities” shall mean the “Debt Offering” and

“Notes”, respectively.

To induce Morgan Stanley to continue its efforts in connection with the Offerings, the undersigned

hereby agrees that, without the prior written consent of Morgan Stanley, it will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending immediately after the close of the Trading Day occurring

on the 60th day after the date of the final prospectus supplements relating to the Offerings (the “60th Day”)

or, if the 60th Day is not a Trading Day, ending immediately after the close of the last Trading Day immediately preceding the 60th Day (such

period of time between the date hereof and, as the case may be, the 60th Day or the last Trading Day immediately preceding the 60th Day,

referred to herein as the “Restricted Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,

lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without

limitation, Common Stock or such other securities which may be deemed to be beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) and securities which may be issued upon exercise of a stock option or warrant by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock

A-1

(collectively with the Common Stock, the “Lock-Up Securities”) or (ii) enter into any hedging, swap, loan or other arrangement

(including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward or any other derivative transaction or instrument, however described or defined) that transfers to

another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or

such other securities, in cash or otherwise. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions designed or intended, or which could reasonably be expected to lead

to or result in, a sale or disposition of any Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of

someone other than the undersigned. For purposes of this lock-up agreement (this “Lock-Up Agreement”), a “Trading Day” is a day on

which the Nasdaq Stock Market is open for the buying and selling of securities.

Notwithstanding the foregoing, subject to applicable

securities laws and the restrictions contained in the Company’s charter, the undersigned may transfer any securities of the Company (including, without limitation, Lock-Up Securities) as follows:

(i) pursuant to the exercise and issuance of an option or the vesting of any restricted stock, restricted class of similar units or other

equity awards outstanding on the date hereof or granted under equity incentive plans in effect as of the date hereof or described in the final prospectus supplements for the Offerings, provided that any securities underlying such options

continue to be subject to the terms of this Lock-Up Agreement (other than as provided under clause (ix) below);

(ii) by will or under the laws of descent, provided that the transferee agrees to be bound in writing by the restrictions set forth

herein;

(iii) transfers as a bona fide gift or gifts, including to charitable organizations or charitable trusts, provided that

the donee or donees thereof agree to be bound in writing by the restrictions set forth herein;

(iv) transfers by the undersigned to an

immediate family member of the undersigned or to a trust, the beneficiaries of which are exclusively the undersigned or a member or members of his or her immediate family, provided that the trustee of the trust agrees to be bound in writing

by the restrictions set forth herein;

(v) transfers to a partnership, limited liability company or other entity of which the undersigned

and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interest, provided that the transferee agrees to be bound in writing by the restrictions set forth herein;

(vi) transfers to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses

(ii) through (v) above, provided that the transferee agrees to be bound in writing by the restrictions set forth herein;

A-2

(vii) transfers by operation of law, such as pursuant to a qualified domestic order, divorce

settlement, divorce decree or separation agreement, provided that the transferee agrees to be bound in writing by the restrictions set forth herein;

(viii) transfers to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such

employee;

(ix) (a) transfers or sales of Common Stock pursuant to any contract, instruction or plan complying with Rule 10b5-1 of the Exchange Act, that has been entered into by the undersigned prior to the date hereof, or (b) the entry into any contract, instruction or plan complying with Rule

10b5-1 of the Exchange Act, provided that sales under any such new trading plan do not occur during the Restricted Period, any required public disclosure, announcement or filing under the Exchange Act

made by the Company or any person regarding the establishment of such plan during the Restricted Period shall include a statement that the undersigned is not permitted to transfer, sell or otherwise dispose of securities under such plan during the

Restricted Period in contravention of this Lock-Up Agreement, and no public announcement, report or filing under the Exchange Act, or any other public filing, report or announcement, shall be voluntarily made

regarding the establishment of such plan during the Restricted Period;

(x) transfers made as a distribution to stockholders, partners or

members of the undersigned, provided that such stockholders, partners or members agree to be bound in writing by the restrictions set forth herein;

(xi) transfers required under any benefit plans of the Company;

(xii) transfers to the Company in connection with the vesting, settlement or exercise of restricted stock units, performance stock units,

options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a

result of the vesting, settlement, or exercise of such restricted stock units, performance stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be

subject to the terms of this Lock-Up Agreement;

(xiii) transactions in any securities acquired by

the undersigned after the Closing Date (as defined in the Underwriting Agreements) in the open market;

(xiv) transfers made pursuant to a

bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined

below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or

group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)) (including,

without limitation, the entry into any lock-up, voting or similar agreement pursuant to which the

A-3

undersigned may agree to transfer, sell, tender or otherwise dispose of Lock-Up Securities in connection with such transaction, or vote any Lock-Up Securities in favor of any such transaction); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the

Lock-Up Securities owned by the undersigned shall remain subject to the provisions of this Lock-Up Agreement;

(xv) with the prior written consent of Morgan Stanley; or

(xvi) the exercise by the undersigned of any Series A Warrants or Public Warrants of the Company (including by way of “net” or

“cashless” exercise), in connection with a redemption of such warrants by the Company; provided that any shares of Common Stock received upon such exercise shall remain subject to the provisions of this

Lock-Up Agreement;

provided, however, that, in each case, no filing under Section 16 of the Exchange

Act, or other public announcement is required or otherwise made (other than a filing on Form 5 made after the expiration of the Restricted Period or, with respect to clauses (i), (iii) and (x)-(xvi), a filing on Form 4 required to be filed under the

Exchange Act; provided, however, that if such Form 4 is filed during the Restricted Period, such Form 4 shall indicate by footnote disclosure or otherwise the nature of such transfer, that no shares of Common Stock are being sold or otherwise

disposed of by the undersigned in connection therewith and/or that such shares of Common Stock received by any transferee are subject to the terms of this Lock-Up Agreement; provided further, that the

undersigned shall notify Morgan Stanley at least one (1) business day prior to such required filing under the Exchange Act), and in the case of any such transfer contemplated by clauses (ii)-(vii), (x), (xi) and (xiv), a copy of the required

agreement of the transferee or transferees is furnished promptly to Morgan Stanley; provided further, that in the case of any transfer or distribution pursuant to clauses (ii)-(viii) and (x), any such transfer shall not involve a disposition

for value.

For purposes of this Lock-Up Agreement, “immediate family” shall mean any

relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin.

For the avoidance

of doubt, nothing shall prevent the undersigned from, or restrict the ability of the undersigned to, (i) purchase Common Stock on the open market or (ii) exercise any options or other convertible securities granted under any benefit plan

of the Company (but not the sale or transfer of the shares of Common Stock issued upon exercise of such options or conversion of such securities).

In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley, it will not, during the Restricted Period, make

any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop

transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

A-4

The undersigned hereby represents and warrants that the undersigned has full power, capacity

and authority to enter into this Lock-Up Agreement. The undersigned understands that the Company and Morgan Stanley are relying upon this Lock-Up Agreement in proceeding

toward consummation of the Offerings. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors

and assigns.

The undersigned acknowledges and agrees that Morgan Stanley has not provided any recommendation or investment advice nor has

Morgan Stanley solicited any action from the undersigned with respect to the Offerings of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The

undersigned further acknowledges and agrees that, although Morgan Stanley may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection with the Offerings, Morgan Stanley is not making a

recommendation to you to participate in the Offerings or sell any Securities at the price determined in the Offerings, and nothing set forth in such disclosures or documentation is intended to suggest that Morgan Stanley is making such a

recommendation.

Whether or not the Offerings actually occur depends on a number of factors, including market conditions. Any Offering

will only be made pursuant to the Underwriting Agreements, the terms of which are subject to negotiation between the Company and Morgan Stanley.

The undersigned understands that, if (i) Morgan Stanley, on the one hand, or the Company, on the other hand, informs the other in

writing, prior to the execution of the Underwriting Agreements, that it has determined not to proceed with the Offerings, (ii) the Underwriting Agreements (other than the provisions thereof which survive termination) shall terminate or be

terminated prior to payment for and delivery of the Securities to be sold thereunder, or (iii) the Underwriting Agreements are not executed on or before June 30, 2026, then, in each case, this

Lock-Up Agreement shall automatically, and without any action on the part of any other party, be of no further force and effect, and the undersigned shall be automatically released from all obligations under

this Lock-Up Agreement.

This Lock-Up Agreement shall be

governed by and construed in accordance with the laws of the State of New York.

This Lock-Up

Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. Electronic signatures complying with the New York Electronic

Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures for purposes of this

Lock-Up Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this Lock-Up Agreement will constitute due and

sufficient delivery of such counterpart.

A-5

Very truly yours,

[NAME OF STOCKHOLDER / OFFICER/ DIRECTOR]

By:

Name:

Title:

If not signing in an individual capacity:

Name of Authorized Signatory (Print)

Title of Authorized Signatory (Print)

(Indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

[Signature Page to Lock-Up Agreement]

A-6

EX-1.2

Filename: d120518dex12.htm · Sequence: 3

EX-1.2

Exhibit 1.2

17,570,200 Shares

PURECYCLE TECHNOLOGIES, INC.

COMMON STOCK, PAR VALUE $0.001 PER SHARE

UNDERWRITING AGREEMENT

June 10,

2026

June 10, 2026

Morgan Stanley & Co. LLC

c/o Morgan Stanley &

Co. LLC

1585 Broadway

New

York, New York 10036

Ladies and Gentlemen:

PureCycle Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters

named in Schedule I hereto (the “Underwriters”) 17,570,200 shares of its common stock, par value $0.001 per share, as set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called

the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 2,283,800 shares of its common stock, par value $0.001 per share (the “Additional Shares”),

if and to the extent that Morgan Stanley & Co. LLC (“Morgan Stanley”), as representative of the Underwriters (the “Representative”), shall have determined to exercise, on behalf of the Underwriters, the

right to purchase such Additional Shares granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par

value $0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”

Substantially concurrently with the offering of the Shares, the Company will, among other things, issue and sell up to $287,500,000 aggregate

principal amount of its 4.75% Convertible Senior Notes due 2032 (the “Convertible Notes”), pursuant to a separate underwriting agreement and separate prospectus supplement, subject to customary closing conditions (such offering,

the “Concurrent Offering”). The offering of the Shares is not contingent upon the completion of the Concurrent Offering, the Concurrent Offering is not contingent upon the completion of the offering of the Shares, and the Shares

are not being offered together with the Convertible Notes.

The Company has filed with the Securities and Exchange Commission (the

“Commission”) a registration statement on Form S-3 (File No. 333-296672), including a prospectus, relating to the securities (the “Shelf

Securities”), including the Shares, to be issued from time to time by the Company. The registration statement as amended to the date of this Underwriting Agreement (“Agreement”), including the information (if any) deemed

to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the

“Registration Statement,” and the related prospectus covering the Shelf Securities, dated June 10, 2026, in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the

Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to

the Securities in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as

the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus.

For purposes of this Agreement, “free writing prospectus” has the meaning

set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the documents and pricing information set forth opposite the caption “Time of Sale Prospectus” in Schedule I hereto, “Time of

Sale” means the first time when sales of the Securities are made, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been

made available without restriction to any person. As used herein, the terms “Registration Statement,” “Base Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus”

shall include the documents, if any, incorporated by reference therein as of the date hereof. The terms “supplement,” “amendment” and “amend” as used herein with respect to the Registration

Statement, the Base Prospectus, the Time of Sale Prospectus, any preliminary prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), that are deemed to be incorporated by reference therein.

1. Representations and

Warranties. The Company represents and warrants to and agrees with each of the Underwriters that, as of the date hereof, the Time of Sale and the Closing Date (as defined in Section 4):

(a) The Registration Statement has become effective, no stop order suspending the effectiveness of the Registration Statement

statement and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement.

(b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of

effective, did not contain and, as amended or supplemented, if applicable, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading, (iii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and

the applicable rules and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective

purchasers and at the Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a

material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each broadly

available road show, if any, does not conflict with the Time of Sale Prospectus and, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to

make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a

material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not

apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by, or on behalf

of, such Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the Underwriter Information (as defined in Section 8(b)).

prepare, use or refer to, any free writing prospectus.

(d) Each of the Company and the Company’s “significant

subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X, the “Subsidiaries”) has been duly incorporated or organized and is

Prospectus, and, in the case of the Company, to execute and deliver this Agreement and to consummate the transactions contemplated herein (including the issuance, sale and delivery of the Shares). Each of the Company and the Subsidiaries is duly

qualified or licensed by, and is in good standing in, each jurisdiction in which it conducts its respective business or in which it owns or leases property or otherwise maintains an office (to the extent such concepts exist in the applicable

jurisdiction) except where the failure, individually or in the aggregate, to be so qualified or licensed or in good standing or have such power or authority, would not reasonably be expected to have a material adverse effect on (i) the

business, condition (financial or otherwise), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, or (ii) the consummation of the transactions contemplated hereby or of the other transactions contemplated

by the Time of Sale Prospectus and the Prospectus (any such effect or change, where the context so requires is hereinafter called a “Material Adverse Effect”).

(e) All of the outstanding shares of capital stock of the Company have been

duly and validly authorized and issued and are fully paid and non-assessable, and have not been issued in violation of or subject to any preemptive right or other similar right of stockholders arising by

operation of law, under the certificate of incorporation or bylaws, as amended, of the Company, under any agreement to which the Company is a party or otherwise, except in the case of any agreement only, where the violation, individually or in the

aggregate, would not reasonably be expected to have a Material Adverse Effect; and all of the outstanding shares of capital stock of each corporate Subsidiary of the Company and all of the membership interests of each Subsidiary that is a limited

liability company, and limited partnership interests of each Subsidiary that is a limited partnership have been duly and validly authorized and issued, and are fully paid, and, in the case of the corporate Subsidiaries, non-assessable, and all of the outstanding shares of capital stock, membership interests or limited partnership interests, as applicable, of the Subsidiaries, except as provided in the Time of Sale Prospectus and

the Prospectus, are directly or indirectly owned of record and beneficially by the Company; except as disclosed in the Time of Sale Prospectus and the Prospectus, there are no outstanding (i) securities or obligations of the Company or any of

the Subsidiaries convertible into or exchangeable for any capital stock, membership interests or limited partnership interests, as applicable, of the Company or any such Subsidiary, (ii) warrants, rights or options to subscribe for or purchase

from the Company or any such Subsidiary any such capital stock, membership interests or limited partnership interests or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company or any such Subsidiary

to issue or sell any shares of capital stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The Shares and all other outstanding shares of capital stock or other equity interests of the

Company conform in all material respects to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(f) This Agreement and the performance by the Company of its obligations hereunder has been duly authorized by all necessary

corporate action, and this Agreement has been duly executed and delivered by the Company.

(g) The Shares have been duly

authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of the Shares will not be subject to

any preemptive or similar rights.

(h) Except as disclosed in the Time of Sale Prospectus and the Prospectus, no Subsidiary

is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such Subsidiary’s capital stock or from repaying to the Company or any other Subsidiary any

amounts that may from time to time become due under any loans or advances to such Subsidiary from the Company or such other Subsidiary, or from transferring any such Subsidiary’s property or assets to the Company or to any other Subsidiary;

except as disclosed the Time of Sale Prospectus and the Prospectus, the Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture

or other association.

(i) Each of the Company and the Subsidiaries is not in breach of, or in

default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under) (i) its certificate of incorporation, bylaws, or other organizational documents (collectively, the

“Charter Documents”), (ii) the performance or observance of any obligation, agreement, covenant or condition contained in any contract, license, indenture, mortgage, deed of trust, loan, credit agreement or other agreement or

instrument to which it is a party or by which any of them or their respective properties may be bound or affected, or (iii) any federal, state, local or foreign law, regulation or rule or any decree, or judgment, permit or order (each a

“Law”) applicable to any of them, except, in the case of clauses (ii) and (iii) above, (A) for such breaches or defaults which would not reasonably be expected, individually or in the aggregate, to have a Material

Adverse Effect or (B) as disclosed in the Time of Sale Prospectus and the Prospectus.

(j) (i) The execution, delivery

and performance of this Agreement, (ii) the issuance, sale and delivery of the Shares, (iii) the use of the proceeds from the sale of the Shares as described in the Time of Sale Prospectus and the Prospectus, and (iv) the consummation

by the Company of the transactions contemplated hereby, and the compliance by the Company and the Subsidiaries with the terms and provisions hereunder will not (A) (1) conflict with, or result in any breach of, or constitute a default under

(nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under) any provision of any contract, license, indenture, mortgage, deed of trust, loan, credit agreement or other agreement or instrument

to which the Company or any Subsidiary is a party or by which it or its respective properties may be bound or affected, (2) result in any violation of the provisions of the Charter Documents of the Company or any Subsidiary, or (3) result

in any violation of any Law applicable to the Company or any Subsidiary, except in the case of clauses (1) and (3) for such conflicts, breaches, violations or defaults that have been validly waived or would not reasonably be expected to have,

individually or in the aggregate, a Material Adverse Effect; or (B) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or asset of the Company or any Subsidiary, except for any liens, charges,

claims or encumbrances which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(k) Each of the Company and the Subsidiaries has all necessary licenses, permits, certificates, authorizations, consents and

approvals and has made all necessary filings required under any Law, and has obtained all necessary licenses, permits, certificates, authorizations, consents and approvals from other persons, and has not received any written notice of any

proceedings relating to the revocation or modification thereof, required in order to conduct their respective businesses as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, except to the extent that

any failure to have any such licenses, permits, certificates, authorizations, consents or approvals, to make any such filings or to obtain any such licenses, permits, certificates, authorizations, consents or approvals would not reasonably be

expected to have, individually or in the aggregate, a Material

Adverse Effect. Except as set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor any of the Subsidiaries is required by any

applicable Law to obtain accreditation or certification from any governmental agency or authority in order to provide the products and services that it currently provides or that it proposes to provide as set forth in each of the Registration

Statement, the Time of Sale Prospectus and the Prospectus, except to the extent such failure would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of the Subsidiaries is in

violation of, in default under, or has received any notice regarding a possible violation, default or revocation of any such license, permit, certificate, authorization, consent or approval or any Law applicable to the Company or any of the

Subsidiaries, the effect of which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and no such license, permit, certificate, authorization, consent or approval contains a materially burdensome

restriction (at the sole discretion of the Company) that is not adequately disclosed in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(l) No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or

of this Agreement, its consummation of the transactions contemplated herein, and the Company’s issuance and sale and delivery of the Shares and its use of proceeds therefrom, other than (i) such as have been obtained, or will have been

obtained at the Closing Date or any Option Closing Date, as the case may be, under the Securities Act and/or the Exchange Act (other than any filings on Form 8-K, which may be filed on or after the Closing

Date), (ii) the listing of the Shares on the NASDAQ Stock Market (“Nasdaq”), (iii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered and sold, and

(iv) in each case such as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(m) Neither the Company nor any of the Subsidiaries has sustained, since the respective dates as of which such information is

given in the Time of Sale Prospectus and the Prospectus, (i) any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or action, order or

decree of any court or governmental or regulatory authority, otherwise than as set forth or contemplated in the Time of Sale Prospectus, (ii) any material change in the capital stock (other than (A) the issuance of shares of Common Stock

upon exercise of stock options and warrants described as outstanding in, (B) the grant of options, restricted stock, performance shares and other awards under existing equity incentive plans described in, or (C) pursuant to other

agreements described in, the Time of Sale Prospectus and the Prospectus) or long-term debt of the Company or any of the Subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any

class of capital stock (except regular quarterly dividends), or (iii) any material adverse change in or affecting the business, condition (financial or otherwise), results of operations or prospects of the Company and the Subsidiaries, taken as

a whole, otherwise than as set forth or contemplated in the Time of Sale Prospectus or the Prospectus.

(n) Except as set forth in each of the Time of Sale Prospectus and the

Material Adverse Effect.

(o) Each preliminary prospectus filed as part of the Registration Statement as originally filed

rules and regulations of the Commission thereunder.

(p) The Company is not and, after giving effect to the offering and

sale of the Shares and the offering and sale of the Convertible Notes in the Concurrent Offering and the application of the net proceeds therefrom as described in the Time of Sale Prospectus and the Prospectus under the caption “Use of

Proceeds”, will not be, required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations

promulgated thereunder.

(q) None of the Company, any Subsidiary, or to the Company’s knowledge, its directors,

officers, representatives or controlled affiliates, has taken, and none will take, directly or indirectly, any action that is designed to, that has constituted, or that is reasonably expected to cause or result in stabilization or manipulation of

the price of any security of the Company to facilitate the sale or resale of the Shares in violation of Regulation M.

(r)

The Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter, and (ii) does not intend to use any of the proceeds from the sale of the Shares to repay any outstanding

debt owed to any affiliate of any Underwriter.

(s) Except as would not reasonably be expected, individually or in the

aggregate, to have a Material Adverse Effect, (i) neither the Company nor any Subsidiary is in violation of any Law, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of the

environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of pollutants,

contaminants, toxic wastes, hazardous wastes, toxic substances, hazardous substances, petroleum or petroleum products or asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture,

processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (ii) the Company and each Subsidiary have all permits, authorizations and approvals

required under any applicable Environmental Laws and are each in compliance with their requirements and (iii) there are no pending or, to the knowledge of the Company or any Subsidiary, threatened administrative, regulatory or judicial actions,

suits, demands, demand letters, claims, liens, notices of noncompliance or violation or proceedings relating to any Environmental Law against the Company or any Subsidiary.

(t) There are no contracts, agreements or understandings between the Company

registered pursuant to the Registration Statement.

(u) Neither the Company nor any of its Subsidiaries or its controlled

(c) any other applicable law, regulation, order, decree or directive having the force of law and relating to bribery or corruption (collectively, the “Anti-Corruption Laws”).

(v) The operations of the Company and each of its Subsidiaries are and have been conducted at all times in compliance with all

Money Laundering Control Act of 1986, and the Anti-Money Laundering Act of 2020 (collectively, the “Anti-Money Laundering Laws”).

(w) (i) Neither the Company nor any of its Subsidiaries, nor any director, officer, employee, agent, controlled affiliate, or

representative of the Company or any of its Subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are:

(A) the subject of any sanctions administered or enforced by the United States Government (including the U.S. Department of the

Treasury’s Office of Foreign Assets Control and the U.S. Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury, or any other relevant sanctions authority (collectively,

“Sanctions”), or

(B) located, organized or resident in a country or territory that is the subject of

comprehensive territorial Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or any

other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria (prior to July 1, 2025)).

(ii) The Company and each of its Subsidiaries (a) have not, since the

the time of the dealing or transaction is or was, or whose government is or was, the subject of Sanctions in violation of Sanctions.

(x) The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make

available such proceeds to any Subsidiary, joint venture partner or other Person:

(i) to fund or facilitate any activities

or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is, or whose government is, the subject of Sanctions;

(ii) to fund or facilitate any money laundering or terrorist financing activities; or

(iii) in any other manner that would cause or result in a violation of any Anti-Corruption Laws, Anti-Money Laundering Laws, or

Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(y) The Company and its Subsidiaries have conducted and will conduct their businesses in material compliance with the

(z) The Company will not, and will not permit any of its Subsidiaries to, (a) be or become a “covered foreign

a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (ii) with respect to any Subsidiary of the Company that is not a U.S. Person (as defined in the Outbound Investment Rules), any activity that

would constitute a “covered activity” or “covered transaction”, as each such term is defined in the Outbound Investment Rules, if such Subsidiary were a U.S. Person, (iii) any other activity that would cause the

Underwriters to be in violation of the Outbound Investment Rules or cause the Underwriters to be legally prohibited by the Outbound Investment Rules from performing under this Agreement.

(aa) Each of the Company and the Subsidiaries has good and marketable title

Effect.

(bb) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

property rights and know-how (collectively “Intangibles”), as are necessary to entitle the Company and each Subsidiary to conduct the Company’s and each Subsidiary’s business as

maintained as a trade secret.

(cc) (i)(x) There has been no material security breach or attack or other compromise of or

data maintained by or on behalf of them), equipment or technology (“IT Systems and Data”), and (y) the Company and the Subsidiaries have not been notified of, and have no knowledge of any event or condition that would

reasonably be expected to result in any material security breach, attack or compromise

to their IT Systems and Data, and (ii) the Company and the Subsidiaries have complied in all material respects, and are presently in compliance in all material respects with, all applicable

laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security

of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.

(dd) Neither the Company nor any Subsidiary has violated or has received notice of any violation with respect to any federal or

state law relating to the employment of labor the violation of any of which would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(ee) There are no existing or, to the knowledge of the Company, threatened labor disputes with the employees of the Company or

any of the Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(ff) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect

respect to any pension plan excluding transactions effected pursuant to a statutory or administrative exemption.

(gg) The

its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

(hh) Neither the Company nor any of the Subsidiaries is in violation, or has

unresolved, or is the source of ongoing obligations or requirements as of the date hereof.

(ii) Except as would not

outstanding against the assets, properties or business of the Company or any Subsidiary.

(jj) The consolidated financial statements of the Company, including the

the applicable accounting requirements of the Securities Act.

(kk) The Company and its Subsidiaries are in compliance in

(ll) Grant Thornton LLP, whose reports on the consolidated financial statements of the Company and the Subsidiaries are filed

Act and, to the knowledge of the Company, is registered with the Public Company Accounting Oversight Board.

(mm) The

Company has established and maintains a system of “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) of the General Rules and Regulations under the Exchange

Act) that is designed to comply with the requirements of the Exchange Act applicable to the Company and has been designed by the Company’s principal executive and principal financial officers, or under their supervision, to provide reasonable

Company is not aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

(nn) The Company has established and maintains effective disclosure controls

and procedures (as such term is defined under Rule 13a-15 and 15d-15 under the rules and regulations of the Exchange Act), which are designed to ensure that

Exchange Act.

(oo) The Company (i) has not alone engaged in any Testing-the-Waters Communication with any person and (ii) has not authorized anyone other than the Representative to engage in

Testing-the-Waters Communications. The Company reconfirms that the Representative has been authorized to act on its behalf in undertaking

Testing-the-Waters Communications. The Company has not distributed any Testing-the-Waters

Communication that is a written communication within the meaning of Rule 405 under the Securities Act other than those listed on Schedule III hereto.

“Testing-the-Waters Communication” means any communication with potential investors undertaken in reliance on Section 5(d) or

Rule 163B of the Securities Act.

(pp) As of the time of each sale of the Shares in connection with the offering when

the Prospectus is not yet available to prospective purchasers, none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered together with the Time of Sale Prospectus, and (C) any individual Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or

omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(qq) Neither the Company nor any of its Subsidiaries has any securities rated by any “nationally recognized statistical

rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act.

2. Agreements to Sell and Purchase.

jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $7.794 a share (the “Purchase Price”).

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to

sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,283,800 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters

for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such

Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of

this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the

written notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of

covering sales of shares in excess of the number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the

number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the

number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

3. Terms of Public Offering. The Company is advised by the Representative that the Underwriters propose to make a public offering of

their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in the Representative’s judgment is advisable. The Company is further advised by the Representative that the Shares

are to be offered to the public initially at $8.21 a share (the “Public Offering Price”) and to certain dealers selected by the Representative at a price that represents a concession not in excess of $0.250 a share under the

Public Offering Price.

4. Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds

immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on June 15, 2026, or at such other time on the same or such other date, not

later than June 23, 2026, as shall be designated in writing by the Representative. The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against

delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such

other date, in any event not later than July 24, 2026, as shall be designated in writing by the Representative.

The Shares shall be

registered in such names and in such denominations as the Representative shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares

shall be delivered to the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the

Underwriters duly paid, against payment of the Purchase Price therefor.

5. Conditions to the Underwriters’

Obligations. The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration

Statement shall remain effective as of the date hereof.

The several obligations of the Underwriters are subject to the following

further conditions:

(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose

or pursuant to Section 8A under the Securities Act shall be pending before or, to the knowledge of the Company, threatened by the Commission; and

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial

that makes it, in the Representative’s judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive

complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings

threatened.

Day, outside counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representative.

(d) The Underwriters shall have received on the Closing Date an opinion of Vedder Price, intellectual property counsel for the

Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representative.

(e) The Underwriters

shall have received on the Closing Date an opinion and negative assurance letter of Cooley LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Representative.

In giving the opinions to be delivered pursuant to Section 5(c) and Section 5(e), counsel may rely, as to all matters governed by

the laws of jurisdictions other than the law of the State of New York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representative. Such

counsel may also state that, insofar as such opinions involve factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and its Subsidiaries and certificates of public

officials.

With respect to the negative assurance letters to be delivered pursuant to Section 5(c)

except as specified.

(f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter

the letter delivered on the Closing Date shall use a “cut-off date” not earlier than two business days prior to the Closing Date.

(g) The “lock-up” agreements, each substantially in the form of Exhibit A

of Common Stock or certain other securities, delivered to the Representative on or before the date hereof, shall be in full force and effect on the Closing Date.

(h) A “Listing of Additional Shares Notification Form” related to the Shares shall have been submitted to Nasdaq.

(i) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to the

Representative on the applicable Option Closing Date of the following:

(i) a certificate, dated the Option Closing Date

and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date;

(ii) an opinion and negative assurance letter of Jones Day, outside counsel for the Company, dated the Option Closing Date,

relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof;

(iii) an opinion of Vedder Price, intellectual property counsel for the Company, dated the Option Closing Date, relating to the

Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof;

(iv) an opinion and negative assurance letter of Cooley LLP, counsel for the

Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(e) hereof;

(v) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Grant Thornton LLP,

(vi) such other documents as the Representative may reasonably request with respect to the good standing of the Company, the

due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

6. Covenants of the Company. The Company covenants with each Underwriter as follows:

(a) To furnish to the Representative, without charge, two signed copies of the Registration Statement (including exhibits

(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to

in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

setting forth the amount of Shares covered thereby and the terms thereof not otherwise specified in the preliminary prospectus.

(d) To furnish to the Representative a copy of each proposed free writing prospectus to be prepared by or on behalf of, used

by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which the Representative reasonably objects.

(e) Not to take any action that would result in an Underwriter or the

Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file

thereunder.

(f) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the

Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of

the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if,

in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and

to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale

Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or

supplemented, will comply with applicable law.

(g) If, during such period after the first date of the public offering of

the Shares as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any

event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to

in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file

with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representative will furnish to the Company) to which Shares may have been sold by the Representative on behalf of the

thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(h) If required by applicable law, to endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws

of such jurisdictions as the Representative shall reasonably request; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would

subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, or taxation in any jurisdiction where it is not now so subject.

(i) To make generally available (which may be satisfied by filing with the

(j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or

registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any

free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof

to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the

cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under

state securities laws as provided in Section 6(h) hereof, including filing fees and the reasonably incurred fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or

Legal Investment memorandum, (iv) all filing fees and the reasonably incurred fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry

Regulatory Authority in an aggregate amount, together with the reasonably incurred fees and disbursements of counsel for the Underwriters in clause (iii), not to exceed $35,000, (v) all costs and expenses incident to listing the Shares on Nasdaq,

(vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any

“road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the

production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the

Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and

expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled “Indemnity

and Contribution” and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by

them and any advertising expenses connected with any offers they may make.

(k) If at any time following the distribution of any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act there occurred or occurs an event or development as a

result of which such Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact

necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense,

such Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(l) The Company will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly

reasonably request in connection with the verification of the foregoing Certification.

(m) The Company will prepare a

final term sheet relating to this offering of the Shares and the Concurrent Offering in a form approved by the Representative (as set forth in Schedule IV hereto) and will file such term sheet pursuant to and within the time required by Rule 433(d)

under the Securities Act.

The Company also covenants with each Underwriter that, without the prior written consent of the Representative

on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period ending 60 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to

sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities

convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap, loan or other arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or

Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the Convertible

Notes to be sold in the Concurrent Offering and any shares of Common Stock issued upon conversion of the Convertible Notes, (C) grants of equity-based awards pursuant to the Company’s equity incentive plan described in the Time of Sale

Prospectus and the Prospectus, (D) any shares of Common Stock issued by the Company upon

the exercise of an option, the vesting of any restricted stock or restricted class of similar units, or other equity award outstanding on the date hereof and referenced in each of the Time of

Sale Prospectus and Prospectus, (E) any shares of Common Stock issued by the Company in connection with the exercise of the Series A warrants or public warrants of the Company, each referenced in each of the Time of Sale Prospectus and

Prospectus, whether in connection with a redemption of such warrants by the Company or otherwise, (F) the filing by the Company of any registration statement on Form S-8 with the Commission relating to

securities granted or to be granted pursuant to any plan in effect on the date of this Agreement or any assumed benefit plan pursuant to an acquisition or similar strategic transaction, (G) facilitating the establishment of a trading plan on

behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act, for the transfer of shares of Common Stock, provided that (i) such plan does not provide

for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan,

such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, or (H) the issuance of shares of Common Stock or any securities convertible into or

exercisable or exchangeable for Common Stock in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided

that, in the case of subclause (H), (i) the aggregate number of shares of Common Stock does not exceed 10% of the outstanding shares of Common Stock of the Company immediately following the issuance and sale of the Shares to be sold pursuant to this

Agreement and the Convertible Notes to be sold pursuant to the underwriting agreement related to the Concurrent Offering and (ii) the recipient of such shares of Common Stock or securities convertible into or exercisable or exchangeable for

Common Stock shall enter into a “lock up” agreement, substantially in the form of Exhibit A hereto, with the Representative.

(n) The Company will use its best efforts to effect and maintain the listing of the Shares on Nasdaq.

7. Covenants of the Underwriters. Each Underwriter, severally and not jointly, covenants with the Company not to take any action that

would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company

thereunder, but for the action of the Underwriter; provided that Underwriters may use the term sheet as set forth in Schedule IV hereto.

8. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who

Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as

defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road

show” as defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any amendment or supplement thereto, or any

Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or

necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance

upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information

furnished by the Underwriters through the Representative consists of the information described as such in paragraph (b) below or (ii) relate to or arise out of the repurchase of the 7.25% Green Convertible Senior Notes due 2030 in

privately negotiated transactions effected through Morgan Stanley or its affiliates, as the Company’s agent.

(b)

Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either

Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the

Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any

amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession figure in the

third paragraph and the information set forth in the thirteenth paragraph, other than in the third, eighth and tenth sentences thereof, in each case under the caption “Underwriting” (the “Underwriter Information”).

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect

of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”)

in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such

proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the

expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties)

include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party

shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to

one local counsel in any jurisdiction) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by

the Representative, in the case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any

proceeding effected without its written consent, but if settled with such consent or if there be a final judgment, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement

or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences

of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party

of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of

the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such

settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, does not include a statement as to, or an admission of fault, wrongdoing, culpability or a failure to

act by or on behalf of any indemnified party.

(d) To the extent the indemnification provided for in Section 8(a) or

8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder,

shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one

hand and the Underwriters on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the

relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims,

in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth

in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things,

whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge,

access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective number of Shares they

have purchased hereunder, and not joint.

(e) The Company and the Underwriters agree that it would not be just or

equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the

equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the

limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter

shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has

otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled

to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any

indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 8 and

the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on

behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any

of the Shares.

9. Termination. The Underwriters may terminate this Agreement by notice given by the Representative to the Company,

if after the execution and delivery of this Agreement and prior to or on the Closing Date or any Option Closing Date, as the case may be, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any

of the New York Stock Exchange or Nasdaq, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market,

(iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by U.S. federal or New York state

authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the Representative’s judgment, is material and adverse and which, singly or

together with any other event specified in this clause (v), makes it, in the Representative’s judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in

the Time of Sale Prospectus or the Prospectus.

10. Effectiveness; Defaulting Underwriters. This Agreement shall become effective

upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of

the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to

purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set

forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the

Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed

to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the

Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the

aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate

without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for

longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any

Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate

number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares

to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such

default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to

comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have

so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably

incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

11. Entire Agreement.

(a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the

Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.

(b) The Company acknowledges that in connection with the offering of the

Shares: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this

Agreement, any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement), if any, (iii) the Underwriters may have interests that differ from those of the Company, and (iv) none of the

activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company

waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.

12. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes

subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective

under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United State.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a

Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes

of this Section a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the

following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12

C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be

interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and

(ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

13.

Counterparts; Electronic Signatures. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be

delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g.,

www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

14. Applicable Law. This Agreement shall be governed by and construed in accordance

with the internal laws of the State of New York.

15. Headings. The headings of the sections of this Agreement have been inserted

for convenience of reference only and shall not be deemed a part of this Agreement.

16. Notices. All communications hereunder

shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to Morgan Stanley in care of Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention:

Equity Syndicate Desk, with a copy to the Legal and Compliance Division; and if to the Company shall be delivered, mailed or sent to PureCycle Technologies, Inc., 20 North Orange Avenue, Suite 106, Orlando, Florida 32801, Attention: Brad Kalter,

Email: [***], with a copy to Joel May, Email: [***] and Thomas Short, Email: [***], Jones Day, 1221 Peachtree Street, N.E., Suite 400, Atlanta, Georgia 30361.

[Signature pages follow]

Very truly yours,

PURECYCLE TECHNOLOGIES, INC.

By:

/s/ Donald Carpenter

Name: Donald Carpenter

Title: Chief Financial Officer

[Signature Page to

Underwriting Agreement]

Accepted as of the date hereof

Morgan Stanley & Co. LLC

Acting severally on behalf of

themselves

and the several Underwriters named in

Schedule I hereto.

By:

Morgan Stanley & Co. LLC

By:

/s/ Dowling, Brendan Richard

Name: Brendan Richard Dowling

Title: Executive Director

[Signature Page to

Underwriting Agreement]

SCHEDULE I

Underwriter

Number of Firm Shares To

Be Purchased

Morgan Stanley & Co. LLC

15,813,180

Cantor Fitzgerald & Co.

1,757,020

Total:

17,570,200

I-1

SCHEDULE II

Time of Sale Prospectus

Preliminary Prospectus issued June 10, 2026

Free Writing Prospectus:

Free Writing Prospectus, dated June 10, 2026, relating to the pricing term sheet

II-1

SCHEDULE III

Testing-the-Waters Communications

PureCycle Presentation, dated June 2026.

III-1

SCHEDULE IV

Pricing Term Sheet

IV-1

EXHIBIT A

[FORM OF LOCK-UP AGREEMENT]

_____________, 2026

Morgan Stanley &

Co. LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Ladies and Gentlemen:

The undersigned

understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into (i) an Underwriting Agreement (the “Equity Underwriting Agreement”) with PureCycle Technologies, Inc., a

Delaware corporation (the “Company”), providing for a public offering (the “Equity Offering”) of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share

the Equity Offering, the “Offerings”) of Convertible Senior Notes Due 2032 of the Company (the “Notes” and, together with the Shares, the “Securities”). The Notes will be convertible into

“Notes”, respectively.

To induce Morgan Stanley to continue its efforts in connection with the Offerings, the undersigned

on the 60th day after the date of the final prospectus supplements relating to the Offerings (the “60th Day”)

or, if the 60th Day is not a Trading Day, ending immediately after the close of the last Trading Day immediately preceding the 60th Day (such

period of time between the date hereof and, as the case may be, the 60th Day or the last Trading Day immediately preceding the 60th Day,

limitation, Common Stock or such other securities which may be deemed to be beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange

A-1

(collectively with the Common Stock, the “Lock-Up Securities”) or (ii) enter into any hedging, swap, loan or other arrangement

someone other than the undersigned. For purposes of this lock-up agreement (this “Lock-Up Agreement”), a “Trading Day” is a day on

which the Nasdaq Stock Market is open for the buying and selling of securities.

Notwithstanding the foregoing, subject to applicable

securities laws and the restrictions contained in the Company’s charter, the undersigned may transfer any securities of the Company (including, without limitation, Lock-Up Securities) as follows:

(i) pursuant to the exercise and issuance of an option or the vesting of any restricted stock, restricted class of similar units or other

continue to be subject to the terms of this Lock-Up Agreement (other than as provided under clause (ix) below);

(ii) by will or under the laws of descent, provided that the transferee agrees to be bound in writing by the restrictions set forth

herein;

(iii) transfers as a bona fide gift or gifts, including to charitable organizations or charitable trusts, provided that

the donee or donees thereof agree to be bound in writing by the restrictions set forth herein;

(iv) transfers by the undersigned to an

by the restrictions set forth herein;

(v) transfers to a partnership, limited liability company or other entity of which the undersigned

(vi) transfers to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses

(ii) through (v) above, provided that the transferee agrees to be bound in writing by the restrictions set forth herein;

A-2

(vii) transfers by operation of law, such as pursuant to a qualified domestic order, divorce

settlement, divorce decree or separation agreement, provided that the transferee agrees to be bound in writing by the restrictions set forth herein;

(viii) transfers to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such

employee;

regarding the establishment of such plan during the Restricted Period;

(x) transfers made as a distribution to stockholders, partners or

members of the undersigned, provided that such stockholders, partners or members agree to be bound in writing by the restrictions set forth herein;

(xi) transfers required under any benefit plans of the Company;

(xii) transfers to the Company in connection with the vesting, settlement or exercise of restricted stock units, performance stock units,

subject to the terms of this Lock-Up Agreement;

(xiii) transactions in any securities acquired by

the undersigned after the Closing Date (as defined in the Underwriting Agreements) in the open market;

(xiv) transfers made pursuant to a

without limitation, the entry into any lock-up, voting or similar agreement pursuant to which the

A-3

Lock-Up Securities owned by the undersigned shall remain subject to the provisions of this Lock-Up Agreement;

(xv) with the prior written consent of Morgan Stanley; or

(xvi) the exercise by the undersigned of any Series A Warrants or Public Warrants of the Company (including by way of “net” or

Lock-Up Agreement;

provided, however, that, in each case, no filing under Section 16 of the Exchange

for value.

For purposes of this Lock-Up Agreement, “immediate family” shall mean any

relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin.

For the avoidance

of the Company (but not the sale or transfer of the shares of Common Stock issued upon exercise of such options or conversion of such securities).

In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley, it will not, during the Restricted Period, make

transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

A-4

The undersigned hereby represents and warrants that the undersigned has full power, capacity

and authority to enter into this Lock-Up Agreement. The undersigned understands that the Company and Morgan Stanley are relying upon this Lock-Up Agreement in proceeding

and assigns.

The undersigned acknowledges and agrees that Morgan Stanley has not provided any recommendation or investment advice nor has

recommendation.

Whether or not the Offerings actually occur depends on a number of factors, including market conditions. Any Offering

will only be made pursuant to the Underwriting Agreements, the terms of which are subject to negotiation between the Company and Morgan Stanley.

The undersigned understands that, if (i) Morgan Stanley, on the one hand, or the Company, on the other hand, informs the other in

terminated prior to payment for and delivery of the Securities to be sold thereunder, or (iii) the Underwriting Agreements are not executed on or before June 30, 2026, then, in each case, this

this Lock-Up Agreement.

This Lock-Up Agreement shall be

governed by and construed in accordance with the laws of the State of New York.

This Lock-Up

Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures for purposes of this

Lock-Up Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this Lock-Up Agreement will constitute due and

sufficient delivery of such counterpart.

A-5

Very truly yours,

[NAME OF STOCKHOLDER / OFFICER/ DIRECTOR]

By:

Name:

Title:

If not signing in an individual capacity:

Name of Authorized Signatory (Print)

Title of Authorized Signatory (Print)

(Indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

[Signature Page to Lock-Up Agreement]

A-6

EX-4.1

Filename: d120518dex41.htm · Sequence: 4

EX-4.1

Exhibit 4.1

PURECYCLE TECHNOLOGIES, INC.

Issuer,

and

U.S. BANK TRUST

COMPANY, NATIONAL ASSOCIATION

as Trustee

INDENTURE

Dated as of

June 15, 2026

TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS

SECTION 1.01.

Certain Terms Defined

ARTICLE 2. SECURITY FORMS

SECTION 2.01.

Forms Generally

ARTICLE 3. ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES

SECTION 3.01.

Amount Unlimited; Issuable in Series

SECTION 3.02.

Authentication and Delivery of Securities

SECTION 3.03.

Execution of Securities

SECTION 3.04.

Certificate of Authentication

SECTION 3.05.

Denomination and Date of Securities; Payments of Interest

SECTION 3.06.

Global Security Legend

SECTION 3.07.

Registration, Transfer and Exchange

SECTION 3.08.

Book-Entry Provisions for Global Securities

SECTION 3.09.

Mutilated, Defaced, Destroyed, Lost and Stolen Securities

SECTION 3.10.

Cancellation of Securities

SECTION 3.11.

Temporary Securities

SECTION 3.12.

CUSIP and ISIN Numbers

SECTION 3.13.

Treasury Securities

SECTION 3.14.

Holder Lists

ARTICLE 4. CERTAIN COVENANTS

SECTION 4.01.

Payment of Principal, Premium and Interest on Securities

SECTION 4.02.

Maintenance of Office or Agency

SECTION 4.03.

Money for Securities Payments to be Held in Trust

SECTION 4.04.

Reports

SECTION 4.05.

Compliance Certificate

SECTION 4.06.

Taxes

SECTION 4.07.

Stay, Extension and Usury Laws

ARTICLE 5. REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

SECTION 5.01.

Events of Default

SECTION 5.02.

Acceleration

SECTION 5.03.

Other Remedies

SECTION 5.04.

Waiver of Past Defaults

SECTION 5.05.

Control by Majority

SECTION 5.06.

Limitation on Suits

SECTION 5.07.

Rights of Holders to Receive Payment

SECTION 5.08.

Collection Suit by Trustee

SECTION 5.09.

Trustee May File Proofs of Claim

SECTION 5.10.

Priorities

SECTION 5.11.

Undertaking for Costs

ARTICLE 6. THE TRUSTEE

SECTION 6.01.

Duties of Trustee

SECTION 6.02.

Rights of Trustee

SECTION 6.03.

Individual Rights of Trustee

SECTION 6.04.

Trustee’s Disclaimer

SECTION 6.05.

Notice of Defaults

SECTION 6.06.

Reports by Trustee to Holders of the Securities

SECTION 6.07.

Compensation and Indemnity

-i-

TABLE OF CONTENTS

(continued)

Page

SECTION 6.08.

Replacement of Trustee

SECTION 6.09.

Successor Trustee by Merger, etc.

SECTION 6.10.

Eligibility; Disqualification

SECTION 6.11.

Preferential Collection of Claims Against Company or any Subsidiary Guarantor

SECTION 6.12.

Trustee’s Application for Instructions from the Company

ARTICLE 7. SUPPLEMENTAL INDENTURES

SECTION 7.01.

Supplemental Indentures Without Consent of Holders

SECTION 7.02.

With Consent of Holders

SECTION 7.03.

Effect of Supplemental Indenture

SECTION 7.04.

Conformity with Trust Indenture Act

SECTION 7.05.

Notation on or Exchange of Securities

SECTION 7.06.

Revocation and Effect of Consents

SECTION 7.07.

Trustee to Sign Amendments, etc.

ARTICLE 8. CONSOLIDATION, MERGER OR SALE OF ASSETS

SECTION 8.01.

Merger, Consolidation or Sale of Assets

SECTION 8.02.

Successor Corporation Substituted

ARTICLE 9. REDEMPTION OF SECURITIES

SECTION 9.01.

Applicability of Article

SECTION 9.02.

Selection of Securities to Be Redeemed

SECTION 9.03.

Notice of Redemption

SECTION 9.04.

Effect of Notice of Redemption

SECTION 9.05.

Deposit of Redemption Price

SECTION 9.06.

Securities Redeemed in Part

ARTICLE 10. DEFEASANCE AND COVENANT DEFEASANCE

SECTION 10.01.

Option to Effect Legal Defeasance or Covenant Defeasance

SECTION 10.02.

Legal Defeasance and Discharge

SECTION 10.03.

Covenant Defeasance

SECTION 10.04.

Conditions to Legal or Covenant Defeasance

SECTION 10.05.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous

Provisions

SECTION 10.06.

Repayment to the Company or Subsidiary Guarantor

SECTION 10.07.

Reinstatement

ARTICLE 11. SATISFACTION AND DISCHARGE

SECTION 11.01.

Satisfaction and Discharge of Indenture

SECTION 11.02.

Application of Trust Money; Reinstatement

ARTICLE 12. MISCELLANEOUS PROVISIONS

SECTION 12.01.

Trust Indenture Act Controls

SECTION 12.02.

Notices

SECTION 12.03.

Communication by Holders with Other Holders

SECTION 12.04.

Certificate and Opinion as to Conditions Precedent

SECTION 12.05.

Statements Required in Certificate or Opinion

SECTION 12.06.

Rules by Trustee and Agents

SECTION 12.07.

No Personal Liability of Directors, Officers, Employees and Stockholders

SECTION 12.08.

Governing Law

SECTION 12.09.

No Adverse Interpretation of Other Agreements

SECTION 12.10.

Successors

-ii-

TABLE OF CONTENTS

(continued)

Page

SECTION 12.11.

Severability

SECTION 12.12.

Counterpart Originals

SECTION 12.13.

Table of Contents, Headings, etc.

SECTION 12.14.

Waiver of Jury Trial

SECTION 12.15.

Force Majeure

SECTION 12.16.

Provisions of Indenture for the Sole Benefit of Parties and Holders

SECTION 12.17.

Payments Due on Saturdays, Sundays and Holidays

-iii-

PURECYCLE TECHNOLOGIES, INC.

Reconciliation and tie between Trust Indenture Act of 1939 and this Indenture

Trust Indenture Act Section

Indenture Section

§310(a)(1)

6.10

(a)(2)

6.10

(a)(3)

Not Applicable

(a)(4)

Not Applicable

(a)(5)

6.10

(b)

6.10

(c)

Not Applicable

§311(a)

6.11

(b)

6.11

(b)(2)

6.06

(c)

Not Applicable

§312(a)

3.14

(b)

12.03

(c)

12.03

§313(a)

6.06

(b)

6.06

(b)(2)

6.06, 6.07

(c)

6.06, 12.02

(d)

6.06

§314(a)

4.04, 4.05, 12.02

(a)(4)

12.05

(b)

Not Applicable

(c)(1)

12.04

(c)(2)

12.04

(c)(3)

Not Applicable

(d)

Not Applicable

(e)

12.05

(f)

Not Applicable

§315(a)

6.01

(b)

6.06, 6.05

(c)

6.01

(d)

6.01

(d)(1)

6.01

(d)(2)

6.01

(d)(3)

6.01

(e)

5.11

§316(a)(last sentence)

3.13

(a)(1)(A)

5.05

(a)(1)(B)

5.02, 5.04

(a)(2)

Not Applicable

(b)

5.07

(c)

Not Applicable

§317(a)(1)

5.08

(a)(2)

5.09

(b)

4.03

§318(a)

12.01

This cross-reference table shall not, for any purpose, be deemed to be part of this Indenture.

-iv-

INDENTURE dated as of June 15, 2026, among PureCycle Technologies, Inc., a Delaware

corporation (the “Company”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

W I T N

E S S E T H:

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time

to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as provided in this Indenture; and

WHEREAS, all things necessary to make the Indenture a valid indenture and agreement according to its terms, have been done.

NOW, THEREFORE:

consideration of the premises and the purchases of the Securities by the Holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Securities

as follows:

ARTICLE 1.

DEFINITIONS

SECTION 1.01.

Certain Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective

meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act or the definitions of which in the Securities Act are referred to in the Trust Indenture Act (except as herein otherwise expressly

provided or unless the context otherwise clearly requires) shall have the meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of this Indenture. All accounting terms used herein and not

expressly defined shall have the meanings given to them in accordance with generally accepted accounting principles in the United States (whether or not so indicated herein). The words “herein,” “hereof” and

“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular.

“Agent Members” has the meaning provided in Section 3.08(a).

“Agent” means any Registrar, Paying Agent or co-registrar.

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

“Board of Directors” means, with respect to any Person, the Board of Directors of such Person, or any authorized committee of the

Board of Directors of such Person or any officer of such Person duly authorized by the Board of Directors of such Person to take a specific action.

“Board Resolution” means a copy of a resolution certified by the secretary or an assistant secretary of the Company to have been

duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in the City of New York or place of

payment are authorized or obligated by law or executive order to close.

“Capital Stock” means:

(a)

in the case of a corporation, corporate stock;

(b)

in the case of an association or business entity, any and all shares, interests, participations, rights or

other equivalents (however designated) of corporate stock;

(c)

in the case of a partnership or limited liability company, partnership interests (whether general or limited)

or membership interests; and

(d)

any other interest or participation that confers on a Person the right to receive a share of the profits and

losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under

the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this Indenture until a successor

corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.

“Company Order” means a certificate signed in the name of the Company by any Officer of the Company and delivered to the Trustee.

“Corporate Trust Office” means the designated office of the Trustee at which at any time its corporate trust business

relating to this Indenture shall be administered, which office at the date hereof is located at 333 Thornall St, Edison, NJ 08837, Attention: PureCycle Technologies, Inc. Administrator, or such other address as the Trustee may designate from time to

time by notice to the Holders and the Company, or the corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders, the Company and the Subsidiary

Guarantors, if any).

“Covenant Defeasance” has the meaning provided in Section 10.03.

“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Depositary” means The Depository Trust Company, its nominees, and their respective successors.

“Event of Default” means any event or condition specified as such in Section 5.01 which shall have continued for the period

of time, if any, therein designated.

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

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles

Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the

accounting profession, which are in effect from time to time.

“Global Security” means a Security evidencing all or part of a

series of Securities, which is executed and delivered by the Company and authenticated and held by the Trustee as custodian for the Depositary for that series in accordance with Section 3.05 and bearing the appropriate legend prescribed in

Section 3.06.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of

America, and the payment for which the United States pledges its full faith and credit.

“Guarantee” means the guarantee, if

any, of the Company’s obligations under the Securities of a series by a Subsidiary Guarantor (specified with respect to such series as contemplated by Section 3.01(g)).

“Holder,” “Holder of Securities,” “Securityholder” or other similar terms mean the registered holder of

any Security.

“Indebtedness” means any and all obligations of a Person for money borrowed

which, in accordance with GAAP, would be reflected on the balance sheet of such Person as a liability on the date as of which Indebtedness is to be determined.

“Indenture” means this indenture as originally executed or as it may from time to time be supplemented or amended by one or more

indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated hereunder.

“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such

Security.

“Issue Date” means the date on which the Securities of any series are originally issued under this Indenture.

“Legal Defeasance” has the meaning provided in Section 10.02.

“Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of

principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Officer” means, with respect to a Person, the chairman of the Board of Directors, chief executive officer, president, chief

operating officer, chief financial officer, any vice president, treasurer, any assistant treasurer, controller, any assistant controller, corporate secretary or any assistant secretary of such Person.

“Officer’s Certificate” means a certificate signed in the name of the Company by any Officer of the Company in accordance

with the requirements of Section 12.04.

“Opinion of Counsel” means a written opinion from legal counsel who is

acceptable to the Trustee. Such counsel may be an employee of or counsel to the Company, the Subsidiary Guarantors, if any, or other counsel acceptable to the Trustee. Each such opinion shall include the statements provided for in

Section 12.04, if and to the extent required by the provisions thereof.

“outstanding”, when used with reference to

Securities, subject to Section 3.13, means, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except

(a)

Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(b)

Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall

have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside, segregated and held in trust by the Company (if the Company shall act as its own Paying Agent), provided that if such

Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to a Responsible Officer of the Trustee shall have been made for giving such notice;

(c)

Securities in substitution for which other Securities shall have been authenticated and delivered, or which

shall have been paid, pursuant to the terms of Section 3.09 (unless proof satisfactory to the Trustee and the Company is presented that any of such Securities is held by a person in whose hands such Security is a legal, valid and binding

obligation of the Company); and

(d)

Securities that have been defeased pursuant to Section 10.01.

“Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) and interest, if any, on

any Securities on behalf of the Company. The Company, any Subsidiary Guarantors, if applicable, or any of its other Subsidiaries may act as Paying Agent with respect to any Securities issued hereunder.

“Payment Office,” when used with respect to the Securities of or within any series, means the place or places where the principal

of (and premium, if any) and interest on such Securities are payable as specified as contemplated by Sections 3.01 and 4.01.

“Person” means any individual, corporation, partnership, joint stock company,

business trust, trust, unincorporated association, joint venture or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Physical Securities” means Securities issued pursuant to Section 3.02 in exchange for an interest in the Global Security or

pursuant to Section 3.08(b) in registered form substantially in the form herein recited.

“Registrar” has the meaning

provided in Section 3.07.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities

of any series means the date specified for that purpose as contemplated by Section 3.01.

“Responsible Officer” with

respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee customarily performing

functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the

particular subject and who shall have direct responsibility for the administration of this Indenture.

“Securities Act” means

the Securities Act of 1933, as amended.

“Security” or “Securities” means any Security or Securities, as the case

may be, authenticated and delivered under this Indenture.

“Security Register” has the meaning provided in Section 3.07.

“Significant Subsidiary” means, with respect to any Person, any subsidiary of such Person that would be a “significant

subsidiary” of such Person as defined in Rule 1-02(w) of Regulation S-X, promulgated pursuant to the Exchange Act, as such Regulation is in effect on the Issue

Date of Securities of the applicable series.

“Stated Maturity,” when used with respect to any Security or any installment of

principal thereof or interest thereon, means the date specified in such Security or a coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest is due and

payable.

“Subsidiary” means, when used with respect to any Person:

(a)

any corporation, limited liability company, association or other business entity of which more than 50% of the

total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and 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 of the corporation, association or other business entity that is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a

combination thereof); and

(b)

any partnership (i) the sole general partner or the managing general partner of which is such Person or a

Subsidiary of such Person or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the

management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the

foregoing.

“Subsidiary Guarantors” means, with respect to any series of Securities, the Person or Persons, if any, named in

accordance with Section 3.01(g) as the “Subsidiary Guarantors” with respect to such series until a successor Person or Persons shall have become such pursuant to the applicable provisions of this Indenture, and thereafter

“Subsidiary Guarantors” with respect to such series of Securities shall mean such successor Person or Persons, and any other Subsidiary of the Company who may execute this Indenture, or a supplement thereto, for the purpose of providing

a Guarantee for such series of Securities pursuant to this Indenture. If a series of Securities does not have any Subsidiary Guarantors, all references in this Indenture to Subsidiary Guarantors shall be ignored with respect to such series of

Securities.

“Trade Payables” means accounts payable or any other Indebtedness or monetary

obligations to trade creditors created or assumed by the Company or any Subsidiary of the Company in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities).

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture was

originally executed, and “TIA”, when used in respect of an indenture supplemental hereto, means such Act as in force at the time such indenture supplemental hereto becomes effective.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee

shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder; provided, however, that if at any time there is

more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series.

ARTICLE 2.

SECURITY FORMS

SECTION 2.01. Forms Generally. The Securities of each series shall be in such form as shall be established by or pursuant to a

Board Resolution, by action taken pursuant to a Board Resolution and set forth in an Officer’s Certificate, or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other

variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or

as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy

of such Board Resolution shall be certified by the secretary or an assistant secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.02 for the authentication and delivery

of such Securities.

ARTICLE 3.

ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES

SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and

delivered under this Indenture is unlimited.

The Securities may be issued from time to time in one or more series. Prior to the issuance

of Securities of any series, there shall be established in or pursuant to (i) a Board Resolution, (ii) action taken pursuant to one or more Board Resolutions (which may be adopted prior to the issuance of Securities of any series and may

provide general terms or parameters for such action, including authorizing any Officer or Officers to determine or establish terms within such parameters) and (subject to Sections 3.03 and 3.04) set forth, or determined in the manner provided, in an

Officer’s Certificate, or (iii) one or more indentures supplemental hereto:

(a) the title of the Securities of

the series (which shall distinguish the Securities of the series from all other Securities);

(b) any limit upon the

aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other

Securities of the series pursuant to Sections 3.03, 3.08, 3.09, 7.05 or 9.03);

principal of and premium, if any, on the Securities of the series is payable or the method of determination thereof;

(d) the rate or rates at which the Securities of the series shall bear

interest, if any, or the method of calculating such rate or rates of interest, the date or dates from which such interest shall accrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such

interest shall be payable and the Regular Record Date, if any, for the interest payable on any Interest Payment Date;

(e)

the place or places where the principal of (and premium, if any) and interest, if any, on Securities of the series shall be payable;

(f) the place or places where the Securities may be exchanged or transferred;

(g) whether Securities of the series are entitled to the benefits of any Guarantee of any Subsidiary Guarantor pursuant to this

Indenture, the identity of such Subsidiary Guarantors and any terms of such Guarantee with respect to the Securities of the series, and any terms of such Guarantees with respect to the Securities of any Series;

(h) the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or

units) in which, and the other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option, and, if other than as provided in Section 9.02,

the manner in which the particular Securities of such series (if less than all Securities of such series are to be redeemed) are to be selected for redemption;

(i) the obligation, if any, of the Company to redeem or purchase Securities of the series in whole or in part pursuant to any

sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the other terms and conditions upon which Securities of

the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(j) if other than minimum

denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;

(k) if other than U.S. dollars, the currency or currencies (including currency unit or units) in which payments of principal of

(and premium, if any) and interest, if any, on the Securities of the series shall or may be payable, or in which the Securities of the series shall be denominated, and the particular provisions applicable thereto;

(l) if the payments of principal of (and premium, if any) and interest, if any, on the Securities of the series are to be made,

at the election of the Company or a Holder, in a currency or currencies (including currency unit or units) other than that in which such Securities are denominated or designated to be payable, the currency or currencies (including currency unit or

units) in which such payments are to be made, the terms and conditions of such payments and the manner in which the exchange rate with respect to such payments shall be determined, and the particular provisions applicable thereto;

(m) if the amount of payments of principal of (and premium, if any) and interest, if any, on the Securities of the series shall

be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the Securities of the series

are denominated or designated to be payable), the index, formula or other method by which such amounts shall be determined;

(n) if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be

payable upon declaration of acceleration of the Stated Maturity thereof pursuant to Section 5.02 or the method by which such portion shall be determined;

(o) any modifications of or additions to (i) the Events of Default and any changes in the right of the Trustee or the

Holders to declare the principal, premium, if any, any interest, if any, with respect to the Securities to be due and payable, (ii) the covenants of the Company or a Subsidiary Guarantor, if any, set forth herein with respect to Securities of

the series or (iii) any modifications of or additions to subordination provisions with respect to any Securities that are subordinated;

(p) any modifications, additions or deletions of Section 10.02,

Section 10.03 and any other terms upon which the Securities of such series will be defeasible;

(q) any modifications

of or additions to provisions relating to satisfaction and discharge of this Indenture;

(r) if other than the Trustee, the

identity of the Registrar, any Paying Agent and any other agent appointed in connection with the Securities of such series (including, without limitation, a Calculation Agent, Conversion Agent, Transfer Agent or Bid Solicitation Agent);

(s) if the Securities of the series shall be issued in whole or in part in global form, (i) the Depositary for such global

Securities, (ii) the form of any legend in addition to or in lieu of that in Section 3.06 that shall be borne by such global Security, (iii) whether beneficial owners of interests in any Securities of the series in global form may

exchange such interests for certificated Securities of such series and of like tenor of any authorized form and denomination, and (iv) if other than as provided in Section 3.07, the circumstances under which any such exchange may occur;

(t) if, and the terms and conditions upon which, the Securities of such series may or must be converted into securities of

the Company or a Subsidiary Guarantor, if any, or exchanged for securities of the Company, a Subsidiary Guarantor, if any, or another enterprise;

(u) whether the Securities of the series are subject to subordination in right of payment and, if subordinated, the terms of

such subordination;

(v) whether the Securities of the series will be secured or unsecured and, if secured, the nature and

priority of the security interest and the identity of any collateral agent; and

(w) any other terms of the series (which

terms may modify or delete, or be inconsistent with, any provision of this Indenture insofar as such terms apply solely to such series, and which may include any terms that may be required by or advisable under the laws of the United States of

America or regulations thereunder or advisable (as determined by the Company) in connection with the marketing of Securities of the series).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided

(i) by a Board Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to Sections 3.02 through 3.05 hereof) set forth, or determined in the manner provided, in an Officer’s Certificate or (iii) in any such

indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of such series.

If any of the terms of the Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an

appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth, or providing the manner for

determining, the terms of the Securities of such series, and an appropriate record of any action taken pursuant thereto in connection with the issuance of any Securities of such series shall be delivered to the Trustee prior to the authentication

and delivery thereof.

SECTION 3.02. Authentication and Delivery of Securities. Upon the execution and delivery of this

Indenture, or from time to time thereafter, Securities may be executed by the Company and delivered to the Trustee for authentication, and upon delivery to the Trustee of all documents and certificates as required by this Indenture, the Trustee

shall thereupon authenticate and make available for delivery said Securities to the Company or as may otherwise be set forth in a Company Order without any further action by the Company.

SECTION 3.03. Execution of Securities. An Officer shall sign the Securities for

the Company by manual or facsimile signature. If an Officer of the Company whose signature is on any Security no longer holds that office at the time such Security is authenticated, such Security shall nevertheless be valid.

SECTION 3.04. Certificate of Authentication. Only such Securities as shall bear thereon a certificate of authentication, executed

by the Trustee by manual signature of one of its authorized signatories, shall be entitled to the benefits of this Indenture or the related Guarantees, if any, or be valid or obligatory for any purpose. Such certificate by the Trustee upon any

Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture or the related Guarantees, if any.

SECTION 3.05. Denomination and Date of Securities; Payments of Interest. (a) The Securities shall be issuable in such

denominations as shall be specified as contemplated by Section 3.01 but in any event not less than $2,000 and integral multiples of $1,000 in excess thereof. In the absence of any such provisions with respect to the Securities, the Securities

shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the officers of the

Company executing the same may determine with the approval of the Trustee.

Any of the Securities may be issued with appropriate

insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules

or regulations pursuant thereto, including those required by Section 3.06, or with the rules of any securities market in which the Securities are admitted to trading, or to conform to general usage.

Each Security shall be dated the date of its authentication, shall bear interest from the applicable date and shall be payable on the dates

specified on the face of the form of Security. Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

(b) Global

Securities. If Securities of or within a series are issuable in whole or in part in global form, then any such Security of such series shall be deposited with the Trustee as custodian for the Depositary and registered in the name of Cede &

Co., as nominee for the Depositary. The Global Security shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, as custodian for the Depositary (or with such other custodian as the Depositary may

direct), and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided herein. The aggregate principal amount of the Global Securities may from time to time be

increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as provided herein.

(c) The person in whose name any Security is registered at the close of business on any Regular Record Date with respect to any

Interest Payment Date shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of such Security subsequent to the Regular Record Date and prior to such Interest Payment Date,

except if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date, in which case such defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest, shall be paid

to the persons in whose names outstanding Securities are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of such payment) established by notice given by mail by or on

behalf of the Company to the Holders of Securities not less than 15 days preceding such subsequent record date.

SECTION 3.06.

Global Security Legend. Any Security in global form authenticated and delivered hereunder shall bear a legend in substantially the following form, or in such other form as may be necessary or appropriate to reflect the arrangements with or to

comply with the requirements of any Depositary:

THIS SECURITY IS A GLOBAL SECURITY 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 SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON

IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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 SECURITY SHALL BE LIMITED TO TRANSFERS IN

WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

SECTION 3.07. Registration, Transfer and Exchange. The Securities are issuable only in registered form. The Company will keep at

each office or agency (the “Registrar”) for each series of Securities a register or registers (the “Security Register(s)”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will

register the transfer of, Securities as provided in this Article. Such Security Register or Security Registers shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time.

At all reasonable times such Security Register or Security Registers shall be open for inspection by the Trustee. The initial Registrar shall be the Trustee.

Upon due presentation for registration of transfer of any Security of any series at each such office or agency, the Company shall execute and,

upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery in the name of the designated transferee or transferees a new Security or Securities of the same series, in each case, of any authorized denominations

and of a like aggregate principal amount.

At the option of the Holder, Securities of any series (except a Security in global form) may be

exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and Stated Maturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are

so surrendered for exchange, the Company shall execute, and, upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive.

A Holder may transfer a Security only by written application to the Registrar stating the name of the proposed transferee and otherwise

complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register.

Prior to the registration of any transfer by a Holder as provided herein, the Company, each Subsidiary Guarantor, if any, the Trustee, and any agent of the Company or each Subsidiary Guarantor, if any, shall treat the person in whose name the

Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and neither the Company, any Subsidiary Guarantor, as applicable, the Trustee, nor any such agent shall be affected by notice to the contrary.

Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book entry system maintained by the Depositary (or its

nominee) and that ownership of a beneficial interest in the Security shall be required to be reflected in a book entry. When Securities are presented to the Registrar or a co-Registrar with a request to

register the transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth

herein are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request.

The Company may require payment of a sum sufficient to cover any tax or other governmental

charge that may be imposed in connection with any exchange or registration of transfer of Securities (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 3.11, 7.05 or 9.06). No

service charge to any Holder shall be made for any such transaction.

The Company shall not be required to exchange or register a transfer

of (a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of Securities of that series to be redeemed, or (b) any Securities of any series selected, called or being called for

redemption except, in the case of any Security of any series where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed.

All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt, and

entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

The Trustee shall have

no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers

between or among Agent Members or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly

required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 3.08. Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in

the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06.

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any

Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner

of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other

authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.

(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the

Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be

represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver

Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of

beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary.

In addition,

Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for

such Global Security, and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of

such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of

which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securities.

person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and,

accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.

(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant

to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in

such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.

(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this

Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by

the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount of Physical Securities of authorized denominations.

(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members

and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.

(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 3.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall become

mutilated, defaced or be apparently destroyed, lost or stolen, the Company in its discretion may execute, and upon the written request of any officer of the Company and delivery to the Trustee of all documents and certificates as required by this

Indenture, the Trustee shall authenticate and make available for delivery, a new Security of the same series bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and

substitution for the Security so apparently destroyed, lost or stolen. In every case the applicant for a substitute Security shall furnish to the Company, each Subsidiary Guarantor, if any, and the Trustee and any agent of the Company or the Trustee

such security or indemnity as may be required by each of them to indemnify and defend and to save each of them harmless and, in every case of mutilation or defacement, such mutilated or defaced security, and, in every case of destruction, loss or

theft evidence to their satisfaction of the apparent destruction, loss or theft of such Security and of the ownership thereof.

Upon the

issuance of any substitute Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the

Trustee) connected therewith. In case any Security which has matured or is about to mature, or has been called for redemption in full, shall become mutilated or defaced or be apparently destroyed, lost or stolen, the Company may, instead of issuing

a substitute Security of the same series, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Company, each Subsidiary

Guarantor, if any, and to the Trustee and any agent of the Company, each Subsidiary Guarantor, if any, or the Trustee such security or indemnity as any of them may require to save each of them harmless from all risks, however remote, and, in every

case of mutilation or defacement, such mutilated or defaced security, and, in every case of apparent destruction, loss or theft, the applicant shall also furnish to the Company, each Subsidiary Guarantor, if any, and the Trustee and any agent of the

Company, each Subsidiary Guarantor, if any, or the Trustee evidence to their satisfaction of the apparent destruction, loss or theft of such Security and of the ownership thereof.

Every substitute Security issued pursuant to the provisions of this Section by virtue of the fact that any Security is apparently destroyed,

lost or stolen shall constitute an additional contractual obligation of the Company whether or not the apparently destroyed, lost or stolen Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall

be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities duly authenticated and delivered hereunder. All Securities

shall be held and owned upon the express condition that, to the extent permitted by law, with respect to the holder of a substitute Security, the foregoing provisions are exclusive with respect

to the replacement or payment of mutilated, defaced, or apparently destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with

respect to the replacement or payment of negotiable instruments or other securities without their surrender.

SECTION 3.10.

Cancellation of Securities. All Securities surrendered for payment, redemption, registration of transfer or exchange, if surrendered to the Company, a Subsidiary Guarantor, if any, or any agent of the Company, a Subsidiary Guarantor, if any,

or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this

Indenture. The Trustee shall dispose of cancelled Securities in accordance with its customary procedures. If the Company or a Subsidiary Guarantor, if any, shall acquire any of the Securities, such acquisition shall not operate as a redemption or

satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation.

SECTION 3.11. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute and

the Trustee shall authenticate and make available for delivery temporary Securities of such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities shall be issuable

as registered Securities of such series without coupons, of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary

Securities, all as may be determined by the Company with the concurrence of the Trustee. Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the

Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities of such series. Without unreasonable delay the Company shall execute and shall furnish

definitive Securities of such series and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Company for the purpose pursuant to Section 4.02, and

upon delivery to the Trustee of all documents and certificates as required by this Indenture, the Trustee shall authenticate and make available for delivery in exchange for such temporary Securities a like aggregate principal amount of definitive

Securities of such series of authorized denominations. Until so exchanged the temporary Securities of such series shall be entitled to the same benefits under this Indenture as definitive Securities of such series.

SECTION 3.12. CUSIP and ISIN Numbers. The Company in issuing the Securities of any series may use a “CUSIP” and

“ISIN” number (if then generally in use), and, if so, the Trustee shall use the CUSIP numbers or ISIN numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders of such series; provided that any

such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption or exchange and that reliance may be placed only on the other identification

numbers printed on the Securities and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the CUSIP numbers or ISIN numbers.

SECTION 3.13. Treasury Securities. In determining whether the Holders of the required principal amount of Securities have

concurred in any direction, waiver or consent, Securities owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not

outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities that a Responsible Officer of the Trustee actually knows are so owned shall be so

disregarded.

SECTION 3.14. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the

most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business

Days before each Interest Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Securities,

and the Company shall otherwise comply with Trust Indenture Act § 312(a).

ARTICLE 4.

CERTAIN COVENANTS

SECTION 4.01. Payment of Principal, Premium and Interest on Securities. The Company, for the benefit of each series of the

Securities, will duly and punctually pay or cause to be paid the principal of and any premium and any interest on the Securities of that series in accordance with the terms of such Securities and this Indenture. Principal, premium, if any, and

interest, if any, on the Securities of that series shall be considered paid on the date due if the Paying Agent, if other than the Company or a subsidiary thereof, holds as of 10:00 a.m., Eastern Time, on the due date money deposited by the Company

or a Subsidiary Guarantor, if any, in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due on the Securities of that series.

SECTION 4.02. Maintenance of Office or Agency. The Company will maintain a Payment Office where Securities may be presented or

surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Company or a Subsidiary Guarantor, if any, in respect of the Securities and this Indenture may be

served. The Company will give prompt written notice to the Trustee and any Subsidiary Guarantors, if applicable, of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such

required office or agency or shall fail to furnish the Trustee or any Subsidiary Guarantors, if applicable, with the address thereof, such presentations, surrenders, notices, and demands may be made or served at the Corporate Trust Office, and the

Company hereby initially appoints the Trustee at its office or agency as its agent to receive all such presentations, surrenders, notices and demands; provided that the Corporate Trust Office shall not be a place for service of legal process on the

Company.

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more

series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its

obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of

any change in the location of any such other office or agency.

SECTION 4.03. Money for Securities Payments to be Held in

Trust. (a) If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or any interest on any of the Securities of that

series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and any interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as

herein provided and will promptly notify the Trustee of its action or failure so to act.

(b) Whenever the Company shall

have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium or any interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such

sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

(c) The Company will cause each Paying Agent for any series of Securities (other than the Trustee) to execute and deliver to

the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions of this Section 4.03, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a

Paying Agent; (ii) hold all sums held by it for the payment of the principal of (and premium, if any) or interest, if any, on the Securities of that series in trust for the benefit of the Holders until such sums shall be paid to such Holders or

otherwise disposed of as herein provided; (iii) give the Trustee notice of any Default by the Company (or any other obligor upon the Securities) in the making of any payment of principal (and premium, if any) or interest, if any, on the

Securities of that series; and (iv) during the continuance of any Default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, and upon the written

request of that Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

(d) The Company may at any time, for the purpose of obtaining the

satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the

same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such money.

(e) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the

principal of or any premium or any interest on any Security of any series and remaining unclaimed for two years after such principal, premium, or interest has become due and payable will be paid to the Company upon a Company Order (or, if then held

by the Company, will be discharged from such trust); and the Holder of such Security will thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect

to such trust money will thereupon cease.

SECTION 4.04. Reports. The Company shall file with the Trustee and the Commission,

and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act; provided that, any

such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 30 calendar days after the same is filed with the Commission;

provided further that the filing of the reports specified in Section 13 or 15(d) of the Exchange Act by an entity that is the direct or indirect parent of the Company shall satisfy the requirements of this Section 4.04 so

long as such entity is an obligor or Subsidiary Guarantor on the Securities; provided further that the reports of such entity shall not be required to include condensed consolidating financial information for the Company in a footnote

to the financial statements of such entity.

Delivery of such reports, information and documents to the Trustee is for informational

purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of

its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

The Trustee shall not

be obligated to monitor or confirm, on a continuing basis or otherwise, compliance with the covenants in this Indenture or with respect to any reports or other documents filed with the Commission or any website under this Indenture, or participate

in any conference calls. It is expressly understood that materials transmitted electronically by the Company to the Trustee or filed pursuant to the Commission’s EDGAR system (or any successor electronic filing system) shall be deemed filed

with the Trustee and transmitted to Holders for purposes of this Section 4.04.

SECTION 4.05. Compliance Certificate.

(a) The Company and any Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the Trust

Indenture Act) , if applicable, shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company ending after the first date any series of Securities issued under this Indenture is outstanding, an Officer’s

Certificate stating that a review of the activities of the Company or such Subsidiary Guarantor, if any, as the case may be, during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining

whether the Company or such Subsidiary Guarantor, if any, as the case may be, has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his

or her knowledge the Company or such Subsidiary Guarantor, if any, as the case may be, has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of

the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or

proposes to take with respect thereto).

(b) The Company shall, so long as any of the Securities are outstanding,

deliver to the Trustee, within 30 days upon any Officer of the Company becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to

take with respect thereto.

SECTION 4.06. Taxes. The Company will pay, and will cause each of its Subsidiaries to pay, prior

to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment would not result in a material adverse effect on the

Company and its Subsidiaries, taken as a whole.

SECTION 4.07. Stay, Extension and Usury Laws. Each of the Company and any

Subsidiary Guarantors, if applicable, covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law

wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) each of the Company and any Subsidiary Guarantors, if applicable, hereby

expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee for such Notes, but shall suffer and permit the

execution of every such power as though no such law has been enacted.

ARTICLE 5.

REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

SECTION 5.01. Events of Default. The term “Event of Default” with respect to Securities of any series, wherever used

herein, means any one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default), whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,

decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) failure by

the Company to pay interest, if any, on Securities of that series for 30 days after the date payment is due and payable; or

(b) failure by the Company to pay principal of or premium, if any, on the Securities of that series when due, at Stated

Maturity, upon any redemption, by declaration or otherwise; or

covenant or agreement in this Indenture or the Securities of that series (other than a covenant or warranty that has been included in this Indenture solely for the benefit of Securities of any series other than that series), which default continues

uncured for a period of 90 days after written notice given by the Trustee for such Securities or Holders of such Securities of any series, or the Company and the Trustee receive written notice from Holders of not less than a majority in aggregate

principal amount of such Securities outstanding; or

(d) the Company or any Subsidiary Guarantor, if applicable, with

respect to such series that is a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law:

(i)

commences a voluntary case, or

(ii) consents to the entry of an order for relief against it in an involuntary case, or

(iii) consents to the appointment of a custodian of it or for all or substantially all of its property, or

(iv) makes a general assignment for the benefit of its creditors, or

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

(e) a court of competent jurisdiction enters an order or decree under any

Bankruptcy Law that:

(i) is for relief against the Company or any Subsidiary Guarantor, if applicable, with respect to

such series that is a Significant Subsidiary as debtor in an involuntary case, or

(ii) appoints a custodian of the Company

or any Subsidiary Guarantor, if applicable, with respect to such series that is a Significant Subsidiary as debtor, or for all or substantially all of the property of the Company or any Subsidiary Guarantor, if applicable, with respect to such

series that is a Significant Subsidiary, or

(iii) orders the liquidation of the Company or any Subsidiary Guarantor, if

applicable, with respect to such series that is a Significant Subsidiary; and the order or decree remains unstayed and in effect for 90 consecutive days; or

(f) any Guarantee of any Subsidiary Guarantors, if applicable, with respect to such series that is a Significant Subsidiary

ceases to be in full force and effect with respect to Securities of that series (except as otherwise provided in this Indenture) or is declared null and void in a judicial proceeding, or any such Subsidiary Guarantor, if applicable, denies or

disaffirms its material obligations under this Indenture or such Guarantee; or

(g) any other Event of Default with respect

to Securities of that series as provided in the applicable supplemental indenture.

SECTION 5.02. Acceleration.

(a) Subject to Section 5.03, if an Event of Default described in clauses (a) through (c) of Section 5.01 occurs and is continuing with respect to Securities of any series, then, and in each and every such case, either the Trustee

or the Holders of not less than 25% in aggregate principal amount of then outstanding Securities of that series by notice in writing to the Company and any Subsidiary Guarantors, if applicable (and to the Trustee if given by Holders), may declare

the entire principal of all the Securities of the affected series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration, the same shall become immediately due and payable. If an Event of Default

described in clause (d) or (e) of Section 5.01 occurs and is continuing, then the principal amount of all the Securities of the affected series then outstanding, and the interest accrued thereon, if any, shall become and be immediately due

and payable without any declaration or other act on the part of the Trustee or any Holder.

(b) At any time after such a

declaration of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article 5 provided, the Holders of a majority

in principal amount of the outstanding Securities of such series, by written notice to the Company, any Subsidiary Guarantors, if applicable, and the Trustee, may rescind and annul such declaration and its consequences if

(i) the Company or any Subsidiary Guarantor, if applicable, has paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue interest on all of the Securities of that series, (B) the principal of (and premium, if any, on) Securities of that series which has become due otherwise than by such declaration of acceleration and any interest thereon at

the rate or rates prescribed therefor in the Securities of that series, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in the Securities of that series, and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel; and

(ii) all Events of Default with respect to the Securities of that series, other than the

non-payment of the principal of the Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.04. No such rescission

will affect any subsequent default or impair any right consequent thereon.

SECTION 5.03. Other Remedies. If an Event of Default with respect to Securities

of any series occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal amount of, premium, if any, and interest, if any, on the Securities of the affected series or to enforce the performance of any

provision of the Securities of such series or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of

the Securities of such series or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute

a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Notwithstanding the

foregoing, the sole remedy for any breach of the Company’s obligation under this Indenture to file or furnish reports or other financial information pursuant to Trust Indenture Act § 314(a)(1) (or as otherwise required by this

Indenture) shall be the payment of liquidated damages, and the Holders will not have any right under this Indenture to accelerate the Stated Maturity of the Securities of the affected series as a result of any such breach. If any such breach

continues for 180 days after notice thereof is given in accordance with this Indenture, the Company shall pay liquidated damages to all the Holders of the Securities of such series at a rate per annum equal to 0.25% per annum of the principal amount

of the Securities of the affected series from the 180th day following such notice to but not including the date on which the Event of Default relating to the reporting obligations referred to in this paragraph shall have been cured or waived;

provided that in no event shall such liquidated damages accrue for more than 365 days. This paragraph will not affect the rights of the holders of Securities of the affected series in the event of the occurrence of any other Event of Default.

SECTION 5.04. Waiver of Past Defaults. Holders of not less than a majority in aggregate principal amount of the Securities of any

series then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities of such series waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in

the payment of the principal amount, premium, if any, and any accrued and unpaid interest, if any, on any Security of such series or, in the case of the Securities of any series that are convertible or exchangeable, in the payment or delivery of any

consideration due upon conversion or exchange of the Securities of that series (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding

Securities of any series may rescind and annul an acceleration and its consequences, including any related payment default that resulted from such acceleration in accordance with Section 5.02(a). Upon any such waiver, such Default shall cease

to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

SECTION 5.05. Control by Majority. With respect to the Securities of any series, the Holders of a majority in aggregate principal

amount of the then outstanding Securities of that series 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 or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders of that series or that may involve the Trustee in personal liability.

SECTION 5.06. Limitation on Suits. A Holder of any Security of any series may pursue a remedy with respect to this Indenture or

the Securities of the applicable series or the related Guarantees, if any, only if:

(a) the Holder gives to the Trustee

written notice of an Event of Default and the continuance of such Event of Default;

(b) the Holders of at least 25% in

aggregate principal amount of the then outstanding Securities of that series make a written request to the Trustee to pursue the remedy;

satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Trustee does not comply with the request within 60 days after receipt of such notice, request and offer of indemnity;

and

(e) during the 60-day period, the

Trustee has not received direction in consistent with the request by the Holders of a majority in aggregate principal amount of the then outstanding Securities of such series.

Holders may not use this Indenture or any Securities to prejudice the rights of any other such Holders or Holders of Securities of any other

series or to obtain a preference or priority over any other Holders.

SECTION 5.07. Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal (whether at Stated Maturity, upon redemption (if applicable), upon any required repurchase by the Company (if applicable) or otherwise) of

(and premium, if any) and interest, if any, on any Security or, if applicable, payment or delivery of any consideration due upon conversion or exchange of any Security, in each case, on or after the respective due dates expressed in such Security,

or to bring suit for the enforcement of any such payment or delivery on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

SECTION 5.08. Collection Suit by Trustee. If an Event of Default specified in clauses (a) or (b) of Section 5.01 occurs

and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company or any Subsidiary Guarantor, if applicable, for the whole amount of principal of, premium, if any, and interest,

if any, remaining unpaid on any Securities of such series and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable

compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 5.09. Trustee May File Proofs

of Claim. The Trustee is authorized to 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 (including any claim for the reasonable compensation, expenses,

disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company or any Subsidiary Guarantor, if applicable, or their respective creditors or properties and shall be

entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the

Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its

agents and counsel, and any other amounts due the Trustee under Section 6.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the

Trustee under Section 6.07 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, 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 herein contained shall be deemed to authorize the Trustee to authorize or

consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of

the claim of any Holder in any such proceeding.

SECTION 5.10. Priorities. If the Trustee collects any money or property

pursuant to this Article, it shall pay out the money or property in the following order:

First: to the Trustee, its agents and attorneys

for amounts due under Section 6.07, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders for amounts due and unpaid on the Securities of any series for principal, premium, if any, and interest, if any, ratably,

without preference or priority of any kind, according to the amounts due and payable on the Securities of such series for principal, and premium, if any, and interest, if any, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 5.10.

SECTION 5.11. Undertaking for Costs. In any suit for the enforcement of any

right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the

suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the

party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of Securities of the affected series pursuant to Section 5.07 or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding

Securities of any series.

ARTICLE 6.

THE TRUSTEE

SECTION 6.01.

Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of

the rights and powers vested in it by this Indenture with respect to Securities of any series, 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.

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

(i) the duties of the Trustee shall 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 shall 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 certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions specifically

required by any provision hereof to be furnished to it, the Trustee shall examine the certificates and opinions required to be furnished to the Trustee hereunder 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).

may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own gross negligence or willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section;

(ii) the Trustee shall 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; and

(iii) the Trustee shall 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 5.05.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is

subject to paragraphs (a), (b), and (c) of this Section 6.01.

(e) No provision of this Indenture shall require

the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holders shall have offered, and, if

requested, provided to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it

except as the Trustee may agree in writing with the Company and any Subsidiary Guarantors, if applicable. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) The Trustee shall not be responsible for the application of any money by any Paying Agent other than the Trustee.

SECTION 6.02. Rights of Trustee.

(a) The Trustee may conclusively rely upon any document (whether in its original or facsimile form) believed by it to be

genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or

both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the written and oral

advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any

attorney or agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in

good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)

Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or a Subsidiary Guarantor, if applicable, shall be sufficient if signed by an Officer of the Company or such Subsidiary Guarantor, if

applicable, as the case may be.

(f) The Trustee shall not be deemed to have notice of any Default or Event of Default

unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the

Securities and this Indenture.

(g) The Trustee shall not be bound to make any investigation into the facts or matters

stated in any resolution, certificate (including any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document, but the

Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

(h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties

hereunder.

(i) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as

duties.

(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without

limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(k) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind

whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(l) The Trustee may request that the Company deliver a certificate setting

forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture.

SECTION 6.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of

Securities of any series and may otherwise deal with the Company, a Subsidiary Guarantor, if applicable, or any of their respective affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires

any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as trustee or resign, subject to Sections 6.10 and 6.11. Any Agent may do the same with like rights and duties.

SECTION 6.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to

the validity or adequacy of this Indenture or Securities of any series, it shall not be accountable for the Company’s use of the proceeds from the Securities of any series or any money paid to the Company or a Subsidiary Guarantor, if

applicable, or upon the Company’s or such Subsidiary Guarantor’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee,

and it shall not be responsible for any statement or recital herein or any statement in Securities of any series or any other document in connection with the sale of Securities of any series or pursuant to this Indenture other than its certificate

of authentication.

SECTION 6.05. Notice of Defaults. If a Default or Event of Default occurs and is continuing with respect

to the Securities of any series and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to each Holder of Securities of such series a notice of the Default or Event of Default within 90 days after it obtains

knowledge thereof; provided that, prior to mailing any such notice to Holders, the Trustee shall give written notice thereof to the Company not less than 15 Business Days prior to such mailing (or, in the case of a Default or Event of Default

relating to the payment of principal of, premium, if any, or interest, if any, on the Securities of any series, not less than 5 Business Days prior to such mailing), and the Company shall have the opportunity to cure such Default or Event of Default

during such period before any such notice is mailed to Holders. Except with respect to a Default or Event of Default with respect to Securities of any series relating to the payment of principal of, premium, if any, or interest, if any, on the

Securities of that series or in the payment or delivery of any consideration due upon conversion or exchange of any Security of such series (if applicable), the Trustee may withhold the notice if and so long as the Trustee in good faith determines

that withholding the notice is in the interests of the Holders of the Securities of that series.

SECTION 6.06. Reports by Trustee

to Holders of the Securities. Within 60 days after each December 15 beginning with the December 15 following the Issue Date of Securities of any series, and for so long as Securities of such series remain outstanding, the Trustee shall

mail to the Holders of Securities of such series, any Subsidiary Guarantors, if applicable, and the Company a brief report dated as of such reporting date that complies with the Trust Indenture Act § 313(a) (but if no event described in

the Trust Indenture Act § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with the Trust Indenture Act § 313(b). The Trustee shall also

transmit by mail all reports as required by the Trust Indenture Act § 313(c).

A copy of each report at the time of its mailing

to the Holders of Securities of such series shall be mailed to the Company or any Subsidiary Guarantor, if applicable, and filed with the Commission and each stock exchange on which the Securities of that series are listed in accordance with the

Trust Indenture Act § 313(d). The Company shall promptly notify the Trustee when any Securities are listed on any stock exchange or delisted therefrom.

SECTION 6.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its acceptance

of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall

reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and

expenses of the Trustee’s agents and counsel.

The Company shall fully indemnify the Trustee against any and all losses, liabilities,

claims, damages or expenses (including reasonable legal fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this

Indenture against the Company (including this Section 6.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its

powers or duties hereunder, except to the extent any such loss, liability or expense is caused by its own negligence, bad faith or willful misconduct. The Trustee shall notify the Company and any Subsidiary Guarantors, if applicable, promptly of any

claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may

have separate counsel and the Company shall pay the reasonable fees and expenses of such separate counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The obligations of the Company under this Section 6.07 shall survive the satisfaction and discharge of this Indenture and the resignation

or removal of the Trustee.

To secure the Company’s payment obligations in this Section 6.07, the Trustee shall have a lien

prior to the Securities of each series on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities. Such lien shall survive the satisfaction and discharge of this

Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.01(d) or

(e) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The provisions of this Section 6.07 shall survive termination of this Indenture. The Trustee shall comply with the provisions of the

Trust Indenture Act § 313(b)(2) to the extent applicable.

SECTION 6.08. Replacement of Trustee. A resignation or

removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign in writing at any time with regard to Securities of one or more series and be discharged from the trust hereby created

by so notifying the Company and any Subsidiary Guarantors, if applicable. The Holders of a majority in principal amount of the Securities of such series at the time outstanding may remove the Trustee by so notifying the Trustee, the Company and any

Subsidiary Guarantors, if applicable, in writing. The Company may remove the Trustee with regard to Securities of one or more series if:

(a) the Trustee fails to comply with Section 6.10;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any

Bankruptcy Law;

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason with regard to Securities of one or more

series, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Securities of the affected series at the time outstanding may appoint a

successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days

after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, any Subsidiary Guarantor, if applicable, or the Holders of at least 10% in principal amount of the Securities of any series at the time outstanding may petition at

the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six

months, fails to comply with Section 6.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, to the Company and to any Subsidiary

Guarantors, if applicable. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall

mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the lien provided

for in Section 6.07.

Notwithstanding replacement of the Trustee pursuant to this Section 6.08, the Company’s obligations

under Section 6.07 shall continue for the benefit of the retiring Trustee.

SECTION 6.09. 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 entity, the successor entity without any further act shall be the successor Trustee.

SECTION 6.10. Eligibility; Disqualification. There shall at all times be a Trustee hereunder 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 $75.0 million as set forth in its most recent published annual report of condition.

This

Indenture shall always have a Trustee who satisfies the requirements of the Trust Indenture Act § 310(a)(1), (2) and (5). The Trustee is subject to the Trust Indenture Act § 310(b); provided, however, that there

shall be excluded from the operation of Trust Indenture Act § 310(b)(i) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the

requirements for such exclusion set forth in Trust Indenture Act § 310(b)(i) are met.

SECTION 6.11. Preferential

Collection of Claims Against Company or any Subsidiary Guarantor. The Trustee is subject to the Trust Indenture Act § 311(a), excluding any creditor relationship listed in the Trust Indenture Act § 311(b). A Trustee who has

resigned or been removed shall be subject to the Trust Indenture Act § 311(a) to the extent indicated therein.

SECTION 6.12. Trustee’s Application for Instructions from the Company. Any application by the Trustee for

written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such

omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be

less than three Business Days after the date any Officer of the Company actually receives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in

the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

ARTICLE 7.

SUPPLEMENTAL

INDENTURES

SECTION 7.01. Supplemental Indentures Without Consent of Holders. The Company, when authorized by a Board

Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officer’s Certificate), any Subsidiary

Guarantors, if applicable, and the Trustee may from time to time and at any time enter into one or more supplemental indentures (which shall conform to the provisions of the TIA as in force at the date of the execution thereof) for one or more of

the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as

security for the Securities of any series, any property or assets;

(b) to evidence the assumption of the Company’s

obligations to Holders of the Securities in the case of a merger, amalgamation or consolidation of the Company or sale of all or substantially all of the assets of the Company;

(c) to add to the covenants of the Company or a Subsidiary Guarantor, if any, such further covenants, restrictions, conditions

or provisions as the Company and the Trustee shall consider to be for the protection of the Holders of all or any series of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants,

restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional

covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an

immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series

to waive such an Event of Default;

(d) to cure any ambiguity or to correct or supplement any provision contained herein or

in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as the Company may deem necessary or desirable;

(e) to evidence and provide for the acceptance of the appointment of a successor Trustee pursuant to Section 6.08 and to

add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;

(f) to provide for uncertificated Securities of any series in addition to or in place of certificated Securities of such series

or to alter the provisions of Article 3 (including the related definitions) in a manner that does not materially and adversely affect any Holder of Securities of such series;

(g) to conform the text of this Indenture or the Securities of any series to any provision of the “Description of the

Securities” in the related prospectus or prospectus supplement for such series to the extent that such provision in the “Description of the Securities” was intended to be a verbatim recitation of a provision of this Indenture or

the Securities of such series;

(h) to provide for the issuance of additional debt securities of any series in accordance

with the limitations set forth herein as of the date hereof;

(i) to make any change that would provide any additional

rights or benefits to the Holders of all or any series of Securities or that does not adversely affect the legal rights hereunder of any such Holder or any holder of a beneficial interest in the Securities of such series;

(j) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the

Trust Indenture Act;

(k) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and

3.01;

(l) to secure the Company’s obligations in respect of the Securities of any series;

(m) in the case of convertible or exchangeable Securities of any series, subject to the provisions of the supplemental

indenture for such series of Securities, to provide for conversion rights, exchange rights and/or repurchase rights of Holders of such series of Securities in connection with any reclassification or change of the Company’s common stock or in

the event of any amalgamation, consolidation, merger or sale of all or substantially all of the assets of the Company or its Subsidiaries substantially as an entirety occurs;

(n) in the case of convertible or exchangeable Securities of any series, to

reduce the conversion price or exchange price applicable to such series of Securities;

(o) in the case of convertible or

exchangeable Securities of any series, to increase the conversion rate or exchange ratio in the manner described in the supplemental indenture for such series of Securities, provided that the increase will not adversely affect the interests

of the Holders of the Securities of such series in any material respect;

(p) to make any amendment to or supplement of

this Indenture or the Securities of any series that does not adversely affect the rights of Holders of any series of Securities then outstanding in any material respect; or

(q) to add Guarantees with respect to the Securities of any series.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such supplemental

indenture, and upon receipt by the Trustee of the documents described in Section 12.04, the Trustee shall join with the Company and any Subsidiary Guarantors, if applicable, in the execution of any supplemental indenture authorized or permitted

by the terms of this Indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not

be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the

Securities then outstanding, notwithstanding any of the provisions of Section 7.02.

SECTION 7.02. With Consent of

Holders. Except as provided below in this Section 7.02, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of each series then outstanding affected by such supplemental indenture

voting as one class (including, without limitation, consents obtained in connection with purchase of, or tender or exchange offers for, the Securities of such series), the Company, when authorized by a Board Resolution (which resolution may provide

general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officer’s Certificate), any Subsidiary Guarantors, if applicable, and the Trustee may,

from time to time and at any time, amend this Indenture or enter into one or more supplemental indentures (which shall conform to the provisions of the Trust Indenture Act as in force at the date of execution thereof) for the purpose of adding any

provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of such series; and, subject to Sections 5.04

and 5.07, any existing Default or Event of Default (other than an uncured Default or Event of Default in the payment of principal, premium or interest on the Securities of any series, except a payment default resulting from an acceleration that has

been rescinded) and compliance with any provision of the Indenture or the Securities of any series may be waived as to such series of Securities with the consent of the Holders of not less than a majority in principal amount of the outstanding

Securities of such series affected by such waiver, voting as one class (including, without limitation, consents obtained in connection with a purchase of, or tender or exchange offer for, the Securities of such series); provided, however, that

without the consent of each Holder affected, an amendment or waiver under this Section 7.02 may not (but only with respect to any Securities of any series held by a non-consenting Holder):

(a) change the final maturity date of Securities of any series;

(b) reduce the aggregate principal amount of Securities of any series;

(d) reduce or alter the method of computation of any amount payable on any

Security upon redemption, prepayment or purchase of any Security or otherwise alter or waive any of the provisions with respect to the redemption of any Security, or waive a redemption payment with respect to any Security;

(e) make any note payable in money, or at a place of payment other than provided in the Securities of any series or in

accordance with the terms of the Securities of any series, this Indenture and any supplemental indenture;

(f) impair the

right to institute suit for the enforcement of any payment on Securities of any series when due, or otherwise make any change in the provisions of this Indenture or any supplemental indenture relating to waivers of past Defaults or the rights of

Holders of Securities of any series to receive payments of principal of, or premium, if any, or interest on the Securities of any series;

(g) modify any of the provisions of this Section 7.02 or Section 5.04, except to increase the percentage in principal

amount of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby, provided,

however, that this clause (g) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.02 and Section 5.04, or the

deletion of this proviso, in accordance with the requirements of Section 6.08;

(h) reduce the percentage of principal

amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver;

(i) make any change

that adversely affects the conversion rights of Holders of the Securities of any series that are exchangeable or convertible to receive payment or delivery of any consideration due upon the conversion or exchange of the Securities of that series; or

(j) modify or amend any of the provisions of the Indenture or Securities of any series as may be set forth in the

supplemental indenture with respect to the Securities of that series as requiring the consent of each Holder affected thereby.

The

Holders of the Securities of any series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such amendment, waiver or

supplemental indenture shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general terms

or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officer’s Certificate) certified by the secretary or an assistant secretary of the Company authorizing

the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of the Securities of any series as aforesaid, the Trustee shall join with the Company and any Subsidiary Guarantors, if

applicable, in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may at its discretion, but shall

not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Holders of Securities of

any series under this Section 7.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Company, any Subsidiary Guarantors, if applicable, and the Trustee of any supplemental indenture pursuant

to the provisions of this Section 7.02, the Company (or the Trustee at the request and expense of the Company) shall give notice thereof to the Holders of the then outstanding Securities of any series affected thereby, as provided in

Section 12.02. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 7.03. Effect of Supplemental Indenture. Upon the execution of any

supplemental indenture pursuant to the provisions hereof, or any amendment to or waiver of the provisions of the Indenture, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith and the respective rights,

limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company, any Subsidiary Guarantors, if applicable, and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all

respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture, amendment or waiver shall be and shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 7.04. Conformity with Trust Indenture Act. Every amendment or supplement to this Indenture or the Securities of any

series shall be set forth in an amended or supplemental indenture executed pursuant to this Article that shall conform to the requirements of the Trust Indenture Act as then in effect if this Indenture shall then be qualified under the Trust

Indenture Act.

SECTION 7.05. Notation on or Exchange of Securities. Securities authenticated and delivered after the

execution of any supplemental indenture, amendment or waiver pursuant to the provisions of this Article 7 may bear a notation in form approved by the Trustee as to any matter provided for by such supplemental indenture or as to any action taken

by the Holders of Securities of any series. If the Company or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any modification of this Indenture contained in

any such supplemental indenture may be prepared and executed by the Company and any Subsidiary Guarantors, if applicable, authenticated by the Trustee and delivered in exchange for the Securities of such series then outstanding.

Failure to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement or

waiver.

SECTION 7.06. Revocation and Effect of Consents. Until an amendment, waiver or a supplemental indenture becomes

effective, a consent to it by a Holder of a Security is a continuing consent by the Holder of a Security and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even

if notation of the consent is not made on any Security. However, any such Holder of a Security or subsequent Holder of a Security may revoke the consent as to its Security if the Trustee receives written notice of revocation before the date the

waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

SECTION 7.07. Trustee to Sign Amendments, etc. The Trustee shall sign any amended or supplemental indenture authorized

pursuant to this Article 7 if the amendment or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee shall be provided with and

(subject to Section 6.01) shall be fully protected in relying upon, in addition to the documents required by Section 12.04, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental

indenture is authorized or permitted by this Indenture or any relevant supplemental indenture and such supplemental indenture is the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.

ARTICLE 8.

CONSOLIDATION, MERGER

OR SALE OF ASSETS

SECTION 8.01. Merger, Consolidation or Sale of Assets. Neither the Company nor any Subsidiary Guarantors,

if applicable, may consolidate or merge with or into, or sell, lease or convey all or substantially all of its assets in any one transaction or series of related transactions to any other Person (other than a consolidation or merger of the Company

and one or more Subsidiary Guarantors or two or more Subsidiary Guarantors, or a sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the assets of the Company to a Subsidiary Guarantor, a Subsidiary

Guarantor to the Company or of a Subsidiary Guarantor to another Subsidiary Guarantor), unless:

(a) the resulting, surviving or transferee Person (the

“successor”) is either the Company or such Subsidiary Guarantor, as the case may be, or is a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia, and such successor Person

expressly assumes by supplemental indenture all of the Company’s obligations under this Indenture and all the Securities; and

(b) immediately after giving effect to the transaction no Default or Event of Default has occurred and is continuing.

Notwithstanding the foregoing, the provisions of this Section 8.01 shall not apply to (i) any sale, transfer, lease, conveyance or other disposition

of assets between or among the Company and its wholly owned Subsidiaries or between or among wholly owned Subsidiaries of the Company, or (ii) any merger or consolidation of the Company with a wholly owned Subsidiary of the Company solely for

the purpose of reincorporating the Company in another jurisdiction.

SECTION 8.02. Successor Corporation Substituted. Upon any

consolidation or merger of the Company or any Subsidiary Guarantor, as the case may be, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company or such Subsidiary Guarantor in

accordance with Section 8.01 (except in the case of a lease of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets), the successor corporation formed by such consolidation or into or with which the

Company or such Subsidiary Guarantor is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale,

conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company or such

Subsidiary Guarantor, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Company or such Subsidiary Guarantor, as the case may be, herein; provided, however, that the

predecessor Company or Subsidiary Guarantor shall not be relieved from the obligation to pay the principal of and interest on the Securities of any series except in the case of the Company’s or such Subsidiary Guarantor’s consolidation

or merger with or into, or sale or conveyance of all of the Company’s or such Subsidiary Guarantor’s assets to, any other Person that meets the requirements of Section 8.01.

ARTICLE 9.

REDEMPTION OF

SECURITIES

SECTION 9.01. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity

shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article.

SECTION 9.02. Selection of Securities to Be Redeemed. If less than all the Securities of a series are to be redeemed, the Trustee

shall select Securities to be redeemed as follows:

(a) if the Securities to be redeemed are listed on any national

securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed; or

(b) if the Securities to be redeemed are not listed on any national securities exchange, on a pro rata basis (subject to the

procedures of the Depositary) or, to the extent a pro rata basis is not permitted, by lot or in such other manner as the Trustee deems fair and appropriate.

No Securities of $2,000 of principal amount or less will be redeemed in part. Except as provided in the preceding sentence, provisions of this

Indenture that apply to Securities of a series called for redemption also apply to portions of Securities of such series called for redemption.

Securities of a series called for redemption become due on the date fixed for redemption.

SECTION 9.03. Notice of Redemption. At least 10 days but not more than 60 days before a redemption date, the Company shall mail or

cause to be mailed, by first class mail, a notice of redemption to each Holder of Securities of any series to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the

notice is issued in connection with a defeasance of the Securities of such series or a satisfaction and discharge of this Indenture.

The notice shall identify the Securities to be redeemed and shall state:

(1)

the CUSIP and ISIN (if applicable) numbers;

(2)

the redemption date;

(3)

the redemption price;

(4)

if any Security of a series is being redeemed in part, the portion of the principal amount of such Security to

be redeemed and that, after the redemption date upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Security;

(5)

the name and address of the Paying Agent;

(6)

that Securities of such series called for redemption must be surrendered to the Paying Agent to collect the

redemption price;

(7)

that interest, if any, on the Securities of such series or portions of them called for redemption shall cease

to accrue on and after the redemption date;

(8)

the paragraph of the Securities of such series and/or Section of this Indenture pursuant to which such

Securities called for redemption are being redeemed; and

(9)

that no representation is made as to the correctness or accuracy of the CUSIP and ISIN (if applicable) numbers,

if any, listed in such notice or printed on such Securities.

In connection with any redemption of Securities of any

series, any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state

that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived, in the Company’s discretion, or such redemption may not occur and such notice may be

rescinded in the event that any or all such conditions shall not have been satisfied or waived, in the Company’s discretion, by the redemption date, or by the redemption date so delayed. In addition, the Company may provide in such notice that

payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another person.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense;

provided, however, that the Company shall have delivered to the Trustee, at least 45 days (or such shorter time as may be agreed to by the Trustee) prior to the redemption date, 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 the preceding paragraph.

SECTION 9.04. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 9.03, Securities

of any series called for redemption become due and payable on the redemption date at the redemption price (unless such notice was conditional and the conditions specified therein have not been satisfied or waived by the Company on or prior to the

redemption date, in which case such notice shall be of no force and effect and the related redemption shall not be made).

SECTION 9.05. Deposit of Redemption Price. Prior to 10:00 a m., Eastern Time, on a redemption date, the Company or any Subsidiary

Guarantor, if applicable, shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities of a series to be redeemed on that date. The Trustee or the Paying

Agent shall promptly return to the Company or Subsidiary Guarantor, if applicable, any money deposited with the Trustee or the Paying Agent by the Company or such Subsidiary Guarantor in excess of the amounts necessary to pay the redemption price of

and accrued interest, if any, on all Securities of such series to be redeemed.

If the Company or a Subsidiary Guarantor, if applicable, complies with the provisions of the

preceding paragraph, on and after the redemption date, interest, if any, on the Securities or the portions of the Securities called for redemption shall cease to accrue for as long as the Company has deposited with the Trustee or Paying Agent funds

in satisfaction of the applicable redemption price. If a Security is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest, if any, shall be paid to the Person in whose

name such Security was registered at the close of business on such Regular Record Date.

SECTION 9.06. Securities Redeemed in

Part. Upon surrender of any Security that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder thereof, at the expense of the Company a new Security equal in

principal amount to the unredeemed portion of the Security surrendered. If a Global Security is so surrendered, such new Security shall also be a Global Security.

ARTICLE 10.

DEFEASANCE AND

COVENANT DEFEASANCE

SECTION 10.01. Option to Effect Legal Defeasance or Covenant Defeasance. Unless pursuant to

Section 3.01 provision is made for the inapplicability of either or both of (a) defeasance of the Securities of a series under Section 10.02 or (b) covenant defeasance of the Securities of a series under Section 10.03, then

the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article, shall be applicable to the Securities of such series, and the Company may, at the option of its Board of Directors evidenced by a

resolution set forth in an Officer’s Certificate, at any time, elect to have either Section 10.02 or 10.03 be applied to all outstanding Securities of such series upon compliance with the conditions set forth below in this Article 10.

SECTION 10.02. Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 10.01 of the option applicable to defease the outstanding Securities of a particular

series under this Section 10.02, the Company and any Subsidiary Guarantors, if applicable, shall, subject to the satisfaction of the conditions set forth in Section 10.04, be deemed to have been discharged from their respective obligations

with respect to such outstanding Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company or any Subsidiary Guarantor, if applicable,

shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Securities and the related Guarantees, if any, of such series, which shall thereafter be deemed to be “outstanding” only for the purposes

of Section 10.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their respective other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the

expense of the Company, shall execute proper instruments provided to it acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of outstanding Securities of such series to receive payments in respect of the principal amount,

premium, if any, interest, if any, on such Securities when such payments are due from the trust referred to in Section 10.04;

(b) the Company’s and any Subsidiary Guarantors’ respective obligations, if any, with respect to such Securities

under Sections 3.06, 3.07, 3.08(a), 3.09, 3.11, 4.02 and 4.03;

the Trustee and the Company’s obligations in connection therewith; and

(d) this Article 10.

Subject to compliance with this Article 10, the Company may exercise its option under this Section 10.02 notwithstanding the prior

exercise of its option under Section 10.03 with respect to the Securities of such series.

SECTION 10.03. Covenant Defeasance. Upon the Company’s exercise under

Section 10.01 of the option applicable to obtain a covenant defeasance with respect to the outstanding Securities of a particular series under this Section 10.03, the Company and any Subsidiary Guarantors, if applicable, shall, subject to

the satisfaction of the conditions set forth in Section 10.04, be released from their respective obligations under the covenants contained in Article 4 (other than Sections 4.01 and 4.03) and Section 8.01 and the covenants contained in any

supplemental indenture applicable to such series, with respect to the outstanding Securities of such series on and after the date the conditions set forth in Section 10.04 are satisfied (hereinafter, “Covenant Defeasance”), and the

Securities of such series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall

continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to

the outstanding Securities of such series, the Company and any Subsidiary Guarantors, if applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly

or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or

an Event of Default under Section 5.01 with respect to outstanding Securities of such series, but, except as specified above, the remainder of this Indenture and of the Securities of such series shall be unaffected thereby. In addition, upon

the Company’s exercise under Section 10.01 of the option applicable to this Section 10.03, subject to the satisfaction of the conditions set forth in Section 10.04, Sections 5.01(d) and 5.01(e) shall not constitute Events of

Default.

SECTION 10.04. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application

of either Section 10.02 or Section 10.03 to the outstanding Securities of a particular series:

In order to exercise either

Legal Defeasance or Covenant Defeasance:

(a) the Company or any Subsidiary Guarantor, if applicable, must irrevocably

deposit or cause to be deposited with the Trustee, in trust, for the benefit of the Holders of such Securities, cash in United States dollars, non-callable Government Securities, or a combination thereof, in

amounts as will be sufficient, to pay the principal of, premium, if any, interest, if any, on such outstanding Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company or a

Subsidiary Guarantor, if applicable, shall specify whether such Securities are being defeased to maturity or to a particular redemption date;

(b) in the case of an election under Section 10.02, the Company or a Subsidiary Guarantor, if applicable, has delivered to

the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:

(i) the Company has received from,

or there has been published by, the Internal Revenue Service a ruling; or

(ii) since the Issue Date of the Securities of

the applicable series, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Securities of such series will

not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal

Defeasance had not occurred;

Guarantor, if applicable, has delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such

Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default or Event of Default with respect to the Securities of such

series has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under,

any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(f) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that on the 91st day following the

deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(g) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the

Company with the intent of preferring the Holders of the affected Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and

(h) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that

all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

SECTION 10.05. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to

Section 10.06, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this

Section 10.05, the “Trustee”) pursuant to Section 10.04 in respect of the outstanding Securities of a particular series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and

this Indenture, to the payment, either directly or through any Paying Agent (including the Company or a Subsidiary Guarantor, if applicable, acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and

to become due thereon in respect of principal, premium, if any, and interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 10.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of

the Holders of the outstanding Securities of such series. Anything in this Article 10 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 10.04 with respect to the Securities of any series which, are in excess of the amount thereof that would then be required to be deposited to

effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 10.06. Repayment to the Company or Subsidiary

Guarantor. Any money deposited with the Trustee or any Paying Agent, or then held by the Company or a Subsidiary Guarantor, if applicable, in trust for the payment of the principal of, premium, if any, or interest, if any, on any Security and

remaining unclaimed for two years after such principal, and premium, if any, or interest, if any, has become due and payable shall be paid to the Company or a Subsidiary Guarantor, if applicable, on its request or (if then held by the Company or

such Subsidiary Guarantor) shall be discharged from such trust; and the Holder of such Security shall thereafter look only to the Company and any Subsidiary Guarantors, if applicable, for payment thereof, and all liability of the Trustee or such

Paying Agent with respect to such trust money, and all liability of the Company or such Subsidiary Guarantor as trustee thereof, shall thereupon cease.

SECTION 10.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. Dollars or

non-callable Government Securities in accordance with Section 10.02 or 10.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or

otherwise prohibiting such application, then the obligations of the Company and any Subsidiary Guarantors, if applicable, under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to

Section 10.02 or 10.03 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with

Section 10.02 or 10.03, as the case may be; provided, however, that, if the Company or a Subsidiary Guarantor, if applicable, makes any payment of principal of, or interest or

premium, if any, on any Security following the reinstatement of its obligations, the Company or such Subsidiary Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Security to receive such payment from the money

held by the Trustee or Paying Agent.

ARTICLE 11.

SATISFACTION AND DISCHARGE

SECTION 11.01. Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect

with respect to any series of Securities (except, as to any surviving rights of registration of transfer, exchange or conversion of Securities of such series herein expressly provided for or in the form of Security for such series and any rights to

receive payment of interest thereon), and the Trustee, on demand of and at the expense of the Company, shall execute such instruments acknowledging satisfaction and discharge of this Indenture as may be reasonably requested by the Company, when:

(a) either

(i) all Securities of such series that theretofore have been authenticated, except lost, stolen or destroyed Securities that

have been replaced or paid, and Securities for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(ii) all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the

mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or a Subsidiary Guarantor, if applicable, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust

solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government

Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities not delivered to the Trustee for cancellation for the principal amount and premium,

if any, plus accrued interest, if any, on all such Securities;

(b) no Default or Event of Default with respect to such

Securities has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a

party or by which the Company is bound;

paid all sums payable under this Indenture and any applicable supplemental indenture with respect to such Securities; and

(d) the Company has delivered irrevocable instructions to the Trustee under this Indenture and any applicable supplemental

indenture to apply the deposited money toward the payment of such Securities at Stated Maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions

precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money

has been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the provisions of the last paragraph of Section 4.03, Section 10.06 and Section 11.02 shall survive. In addition, nothing in this

Section 11.01 shall be deemed to discharge the provisions of Section 6.07.

SECTION 11.02. Application of Trust Money; Reinstatement. Subject to the

provisions of the last paragraph of Section 4.03 and Section 10.06, all money deposited with the Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this

Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and premium, if any, and interest, if any,

for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 by reason of any

legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and such Securities shall be revived

and reinstated as though no deposit had occurred pursuant to Section 11.01; provided that if the Company has made any payment of principal of and premium, if any, and interest, if any, on Securities of any series because of the

reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12.

MISCELLANEOUS

PROVISIONS

SECTION 12.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts

with the duties imposed by the Trust Indenture Act § 318(c), the imposed duties shall control.

SECTION 12.02.

Notices. Any notice or communication by the Company, a Subsidiary Guarantor, if any, or the Trustee to the others is duly given if in writing and delivered electronically, in person or mailed by first class mail (registered or certified,

return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to

the Company or a Subsidiary Guarantor, if any:

PureCycle Technologies, Inc.

20 N Orange Avenue, Suite 106

Orlando, Florida 32801

Attention: Chief Financial Officer, with a copy to the Corporate Secretary

If to the Trustee:

U.S. Bank

Trust Company, National Association

333 Thornall St

Edison, NJ 08837

Telephone:

(732) 321-2516

Attention: PureCycle Technologies, Inc. Administrator

The Company, a Subsidiary Guarantor, if any, or the Trustee, by notice to the others, may designate additional or different addresses for

subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly

given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the

courier, if sent by overnight air courier guaranteeing next day delivery, and in the case of the Trustee, when receipt is actually received and acknowledged by a Responsible Officer.

Any notice or communication to a Holder shall be sent electronically, 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 kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in the Trust Indenture Act

§ 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

Notwithstanding the foregoing, any notice or communication to be given to Holders may be given

electronically in accordance with the applicable procedures of the Depositary or through any other electronic means generally accepted in the market for communicating with holders of debt securities.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee

receives it.

If the Company or a Subsidiary Guarantor, if any, mails a notice or communication to Holders, it shall mail a copy to the

Trustee and each Agent at the same time.

SECTION 12.03. Communication by Holders with Other Holders. Holders may communicate

pursuant to the Trust Indenture Act § 312(b) with other Holders with respect to their rights under this Indenture or the Securities of any series. The Company, the Subsidiary Guarantors, if any, the Trustee, the Registrar and anyone else

shall have the protection of the Trust Indenture Act § 312(c).

SECTION 12.04. Certificate and Opinion as to Conditions

Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee (except that in the case of any such request or application as to which the furnishing of

such document is specifically required by any provision of this Indenture relating to such particular request or application, no additional certificate or opinion need be furnished):

(a) an Officer’s Certificate (which shall include the statements set forth in Section 12.05) stating that, in the

opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) an Opinion of Counsel (which shall include the statements set forth in Section 12.05) stating that, in the opinion of

such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 12.05. Statements Required in Certificate

or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to the Trust Indenture Act § 314(a)(4)) shall comply with the

provisions of the Trust Indenture Act § 314(e) and shall include:

(a) a statement that the Person making such

certificate or opinion 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 in such certificate or opinion are based;

(c)

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

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 12.06. Rules by Trustee and Agents. 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; provided that no such rule shall conflict with the terms of this Indenture or the Trust Indenture Act.

SECTION 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director,

officer, employee, incorporator, stockholder, other owner or agent of the Company or any Subsidiary Guarantors, if applicable, as such, shall have any liability for any obligations of the Company or such Subsidiary Guarantors under the Securities or

any Guarantee, as applicable, of any series, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and

release are part of the consideration for issuance of the Securities of any series.

SECTION 12.08. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL

GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE SECURITIES AND ANY GUARANTEES OF ANY SERIES.

SECTION 12.09. No Adverse

Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company, a Subsidiary Guarantor, if any, or any of their respective Subsidiaries or of any other Person. Any such

indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.10. Successors. All agreements of

the Company and each Subsidiary Guarantor, if any, in this Indenture and the Securities of any series shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.11. Severability. In case any provision in this Indenture or in the Securities or in any Guarantee of any series shall

be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.12. Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an

original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties

hereto and may be used in lieu of the original Indenture for all purposes. The words “execution,” “signed,” “signature,” and words of like import in this Indenture shall include images of manually executed

signatures transmitted by facsimile, e-mail or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and electronic signatures (including without

limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of

the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National

Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to

the foregoing, and anything in this Indenture to the contrary notwithstanding, (a) any Officer’s Certificate, Company Order, Opinion of Counsel, Security, any Guarantee endorsed on any Security, if any, opinion of counsel, instrument,

agreement or other document delivered pursuant to this Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats, (b) all references in Sections 3.02, 3.03, 3.04 or elsewhere in this Indenture to

the execution, attestation or authentication of any Security, any Guarantee endorsed on any Security, if any, or any certificate of authentication appearing on or attached to any Security by means of a manual or facsimile signature shall be deemed

to include signatures that are made or transmitted by any of the foregoing electronic means or formats, and (c) any requirement in this Indenture that any signature be made under a corporate seal (or facsimile thereof) shall not be applicable

to the Security or any Guarantees endorsed on any Security, if any. The Company agrees to assume all risks arising out of the use of digital signatures, including without limitation the risk of the Trustee acting on unauthorized instructions.

SECTION 12.13. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles

and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 12.14. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OF ANY SERIES, OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 12.15. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance

of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, pandemics,

epidemics, recognized public emergencies, quarantine restrictions, nuclear or

natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, and hacking, cyber-attacks, or other use or

infiltration of the Trustee’s technological infrastructure exceeding authorized access; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance

as soon as practicable under the circumstances.

SECTION 12.16. Provisions of Indenture for the Sole Benefit of Parties and

Holders. Nothing in this Indenture or in the Securities or in any Guarantee of any series, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the

Holders of the Securities of such series, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and

their successors and of the Holders of the Securities.

SECTION 12.17. Payments Due on Saturdays, Sundays and Holidays. If the

Stated Maturity of interest on or principal of the Securities of a particular series or the date fixed for redemption of any Security shall not be a Business Day, then payment of interest or principal with respect to such Securities need not be made

on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date.

[Signatures on following page]

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of June 15, 2026.

PURECYCLE TECHNOLOGIES, INC.,

Company

By:

/s/ Donald Carpenter

Name:

Donald Carpenter

Title:

Chief Financial Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/ Christina Bruno

Name:

Christina Bruno

Title:

Vice President

EX-4.2

Filename: d120518dex42.htm · Sequence: 5

EX-4.2

Exhibit 4.2

PURECYCLE TECHNOLOGIES, INC.

AND

U.S. BANK TRUST

COMPANY, NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of June 15, 2026

4.75% Convertible Senior Notes due 2032

TABLE OF CONTENTS

PAGE

ARTICLE 1

DEFINITIONS; RULES OF CONSTRUCTION; SCOPE AND INTERPRETATION OF

BASE INDENTURE

Section 1.01.

Definitions

Section 1.02.

References to Interest

Section 1.03.

Certain Terms of the Trust Indenture Act

Section 1.04.

Interpretation; Scope of Supplemental Indenture; Suppression of Base Indenture

ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01.

Designation and Amount

Section 2.02.

Form of Notes

Section 2.03.

Date and Denomination of Notes; Payments of Interest and Defaulted Amounts

Section 2.04.

Execution, Authentication and Delivery of Notes

Section 2.05.

Exchange and Registration of Transfer of Notes; Depositary

Section 2.06.

Mutilated, Destroyed, Lost or Stolen Notes

Section 2.07.

Temporary Notes

Section 2.08.

Cancellation of Notes Paid, Converted, Etc.

Section 2.09.

CUSIP Numbers

Section 2.10.

Additional Notes; Repurchases

ARTICLE 3

SATISFACTION AND DISCHARGE

Section 3.01.

Satisfaction and Discharge

ARTICLE 4

PARTICULAR COVENANTS OF THE COMPANY

Section 4.01.

Payment of Principal and Interest

Section 4.02.

Maintenance of Office or Agency

Section 4.03.

Appointments to Fill Vacancies in Trustee’s Office

Section 4.04.

Provisions as to Paying Agent

Section 4.05.

Existence

Section 4.06.

Company Reports

Section 4.07.

Stay, Extension and Usury Laws

Section 4.08.

Compliance Certificate; Statements as to Defaults

Section 4.09.

Further Instruments and Acts

ARTICLE 5

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE

TRUSTEE

Section 5.01.

Lists of Holders

Section 5.02.

Preservation and Disclosure of Lists; Communications With Holders

Section 5.03.

Reports by the Trustee

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01.

Events of Default

Section 6.02.

Acceleration; Rescission and Annulment

Section 6.03.

Additional Interest

Section 6.04.

Payments of Notes on Default; Suit Therefor

Section 6.05.

Application of Monies Collected by Trustee

Section 6.06.

Proceedings by Holders

Section 6.07.

Proceedings by Trustee

Section 6.08.

Remedies Cumulative and Continuing

Section 6.09.

Direction of Proceedings and Waiver of Defaults by Majority of Holders

Section 6.10.

Notice of Defaults

Section 6.11.

Undertaking to Pay Costs

ARTICLE 7

CONCERNING THE TRUSTEE

Section 7.01.

Duties and Responsibilities of Trustee

Section 7.02.

Reliance on Documents, Opinions, Etc.

Section 7.03.

No Responsibility for Recitals, Etc.

Section 7.04.

Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes

Section 7.05.

Monies and Shares of Common Stock to Be Held in Trust

Section 7.06.

Compensation and Expenses of Trustee

Section 7.07.

Officer’s Certificate as Evidence

Section 7.08.

Eligibility of Trustee

Section 7.09.

Resignation or Removal of Trustee

Section 7.10.

Acceptance by Successor Trustee

Section 7.11.

Succession by Merger, Etc.

Section 7.12.

Trustee’s Application for Instructions from the Company

Section 7.13.

Preferential Collection of Claims Against the Company

ARTICLE 8

CONCERNING THE HOLDERS

Section 8.01.

Action by Holders

Section 8.02.

Proof of Execution by Holders

Section 8.03.

Who Are Deemed Absolute Owners

Section 8.04.

Company-Owned Notes Disregarded

Section 8.05.

Revocation of Consents; Future Holders Bound

ARTICLE 9

HOLDERS’ MEETINGS

Section 9.01.

Purpose of Meetings

Section 9.02.

Call of Meetings by Trustee

Section 9.03.

Call of Meetings by Company or Holders

Section 9.04.

Qualifications for Voting

Section 9.05.

Regulations

Section 9.06.

Voting

Section 9.07.

No Delay of Rights by Meeting

ARTICLE 10

SUPPLEMENTAL INDENTURES

Section 10.01.

Supplemental Indentures Without Consent of Holders

Section 10.02.

Supplemental Indentures with Consent of Holders

Section 10.03.

Effect of Supplemental Indentures

Section 10.04.

Notation on Notes

Section 10.05.

Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee

ARTICLE 11

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 11.01.

Company May Consolidate, Etc. on Certain Terms

Section 11.02.

Successor Entity to Be Substituted

ARTICLE 12

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 12.01.

Indenture and Notes Solely Corporate Obligations

iii

ARTICLE 13

[INTENTIONALLY OMITTED]

ARTICLE 14

CONVERSION OF NOTES

Section 14.01.

Conversion Privilege

Section 14.02.

Conversion Procedure; Settlement Upon Conversion

Section 14.03.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Notice of Redemption

Section 14.04.

Adjustment of Conversion Rate

Section 14.05.

Adjustments of Prices

Section 14.06.

Shares to Be Fully Paid

Section 14.07.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock

Section 14.08.

Certain Covenants

Section 14.09.

Responsibility of Trustee

Section 14.10.

[Intentionally Omitted]

Section 14.11.

Stockholder Rights Plans

Section 14.12.

Exchange in Lieu of Conversion

ARTICLE 15

REPURCHASE OF NOTES AT OPTION OF HOLDERS

Section 15.01.

Repurchase at Option of Holders on July 8, 2030

Section 15.02.

Repurchase at Option of Holders Upon a Fundamental Change

Section 15.03.

Withdrawal of Repurchase Notice

Section 15.04.

Deposit of Repurchase Price

Section 15.05.

Covenant to Comply with Applicable Laws Upon Repurchase of Notes

ARTICLE 16

OPTIONAL REDEMPTION

Section 16.01.

Optional Redemption

Section 16.02.

Notice of Redemption; Selection of Notes

Section 16.03.

Payment of Notes Called for Redemption

Section 16.04.

Restrictions on Redemption

ARTICLE 17

MISCELLANEOUS PROVISIONS

Section 17.01.

Provisions Binding on Company’s Successors

Section 17.02.

Official Acts by Successor Entity

Section 17.03.

Addresses for Notices, Etc.

Section 17.04.

Governing Law; Jurisdiction

Section 17.05.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee

Section 17.06.

Legal Holidays

Section 17.07.

No Security Interest Created

Section 17.08.

Benefits of Indenture

Section 17.09.

Table of Contents, Headings, Etc.

Section 17.10.

Authenticating Agent

Section 17.11.

Execution in Counterparts

Section 17.12.

Severability

Section 17.13.

Waiver of Jury Trial

Section 17.14.

Force Majeure

Section 17.15.

Calculations

Section 17.16.

USA PATRIOT Act

Section 17.17.

Electronic Signatures

Section 17.18.

Trust Indenture Act Controls

EXHIBIT

Exhibit A

Form of Note

A-1

TRUST INDENTURE ACT CROSS-REFERENCE TABLE1

Section of Trust Indenture Act of 1939, as amended

Section of Indenture

310(a)

7.08

310(b)

7.08

7.09

310(c)

Inapplicable

311(a)

7.13

311(b)

7.13

311(c)

Inapplicable

312(a)

5.01

5.02(a)

312(b)

5.02(b)

312(c)

5.02(b)

313(a)

5.03(a)

313(b)

5.03(b)

313(c)

5.03(a)

5.03(b)

313(d)

5.03(c)

314(a)

4.06

4.08

314(b)

Inapplicable

314(c)

17.05

314(d)

Inapplicable

314(e)

17.05

314(f)

Inapplicable

315(a)

7.01

315(b)

6.10

315(c)

7.01

315(d)

7.01

315(e)

6.11

316(a)

6.09

8.04

316(b)

6.06

316(c)

8.01

317(a)

6.04

317(b)

4.04

318(a)

17.18

This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the

interpretation of any of its terms or provisions.

FIRST SUPPLEMENTAL INDENTURE, dated as of June 15, 2026 between PURECYCLE TECHNOLOGIES,

INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,”

as more fully set forth in Section 1.01), to the Base Indenture (as defined below).

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.75% Convertible Senior Notes due 2032 (the

“Notes”), initially in an aggregate principal amount not to exceed $287,500,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized

the execution and delivery of this Supplemental Indenture (as defined below) pursuant to Section 3.01 and Section 7.01(k) of the Base Indenture; and

WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note, the Form of Notice of Conversion, the Form of

Fundamental Change Repurchase Notice, the Form of Specified Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and

WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a

duly authorized authenticating agent, as in the Indenture (as defined below) provided, the valid, binding and legal obligations of the Company, and the Indenture a valid agreement according to its terms, have been done and performed, and the

execution of this Supplemental Indenture and the issuance hereunder of the Notes have in all respects been duly authorized.

NOW,

THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which the Notes are, and are to

be, authenticated, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the

respective Holders from time to time of the Notes (except as otherwise provided below), as follows:

ARTICLE 1

DEFINITIONS; RULES OF CONSTRUCTION; SCOPE AND

INTERPRETATION OF BASE INDENTURE

Section 1.01.

Definitions. Subject to the last paragraph of Section 1.03, capitalized terms used in this Supplemental Indenture without definition have the respective meanings ascribed to them in the Base Indenture. For purposes of the Notes, the

following additional definitions will apply and supersede any conflicting definitions in the Base Indenture. The words “herein,” “hereof,” “hereunder” and words of similar import refer to this Supplemental

Indenture as a whole and not to any particular Article, Section or other subdivision. Unless express reference is made to the Base Indenture, each Article, Section, clause, paragraph, other subdivision or exhibit

reference in this Supplemental Indenture refers to the referenced Article, Section, clause, paragraph, other subdivision or exhibit, as applicable, of this Supplemental Indenture. The terms

defined in this Article include the plural as well as the singular (unless the context otherwise requires).

“1%

Exception” shall have the meaning specified in Section 14.04(k).

“Additional Interest” shall have the

meaning specified in Section 6.03.

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

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or

under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the direction of the management and

policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Notwithstanding anything to the contrary herein, the determination of whether one Person is an “Affiliate” of another Person for purposes of the Indenture shall be made based on the facts at the time such determination is made or

required to be made, as the case may be, hereunder.

“Base Indenture” means that certain Indenture, dated as of

June 15, 2026, between the Company and the Trustee.

“Board of Directors” means the board of directors of the

Company or a committee of such board duly authorized to act for it hereunder.

“Board Resolution” means a copy of a

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

“Business Combination Event” shall have the meaning specified in Section 11.01.

“Business Day” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal

Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Called Notes”

means Notes called for Optional Redemption pursuant to Article 16 or subject to a Deemed Redemption.

“Capital Stock”

means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity, but shall not include any debt securities

convertible into or exchangeable for any securities otherwise constituting Capital Stock pursuant to this definition.

“Cash Settlement” shall have the meaning specified in

Section 14.02(a).

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

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

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

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

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

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

“Common Equity” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the

election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

“Common Stock” means the common stock of the Company, par value $0.001 per share, at the date of this Supplemental

Indenture, subject to Section 14.07.

“Company” shall have the meaning specified in the first paragraph of this

Supplemental Indenture, and subject to the provisions of Article 11, shall include its successors and assigns.

“Company

Order” means a written order of the Company signed by any of its Officers and delivered to the Trustee.

“Conversion

Agent” shall have the meaning specified in Section 4.02.

“Conversion Consideration” shall have the

meaning specified in Section 14.12(a).

“Conversion Date” shall have the meaning specified in

Section 14.02(c).

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

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

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

“Corporate Trust Office” means the designated office of the Trustee at which at any time the Indenture shall be

administered, which office at the date hereof is located at U.S. Bank Trust Company, National Association, 333 Thornall St, Edison, NJ 08837, Attention: PureCycle Technology, Inc. Administrator, or such other address in the continental United States

as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust office of any successor trustee (or such other address in the continental United States as such successor trustee may

designate from time to time by notice to the Holders and the Company).

“Custodian” means the Trustee, as custodian for The Depository Trust

Company, with respect to the Global Notes, or any successor entity thereto.

“Daily Conversion Value” means, for each

of the 30 consecutive Trading Days during the relevant Observation Period, one-thirtieth (1/30th) of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading

Day.

“Daily Measurement Value” means the Specified Dollar Amount (if any), divided by 30.

“Daily Settlement Amount,” for each of the 30 consecutive Trading Days during the relevant Observation Period, shall

consist of:

(a) cash in an amount equal to the lesser of (i) the Daily Measurement Value and (ii) the Daily

Conversion Value on such Trading Day; and

(b) if the Daily Conversion Value on such Trading Day exceeds the Daily

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

“Daily VWAP” means, for each of the 30 consecutive Trading Days during the relevant Observation Period, the per share

volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “PCT <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled

open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using

a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other

trading outside of the regular trading session trading hours.

“Deemed Redemption” shall have the meaning specified in

Section 14.01(c).

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

Event of Default.

“Default Settlement Method” means, initially, Physical Settlement.

“Defaulted Amounts” means any amounts on any Note (including, without limitation, the Redemption Price, the Specified

Repurchase Date Repurchase Price on the Specified Repurchase Date, the Fundamental Change Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for.

“Depositary” means, with respect to each Global Note, the Person

specified in Section 2.05(c) as the Depositary with respect to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of the Indenture, and thereafter, “Depositary” shall

mean or include such successor.

“Designated Financial Institution” shall have the meaning specified in

Section 14.12(a).

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

“Effective Date” shall have the meaning specified in Section 14.03(c), except that, as used in Section 14.04 and

Section 14.05, “Effective Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as

applicable. For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of shares of the Common Stock under a separate ticker symbol or CUSIP number will not be considered “regular way”

for this purpose.

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

“Ex-Dividend Date” means the first date on which shares of the Common Stock trade

on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in

the form of due bills or otherwise) as determined by such exchange or market. For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of shares of the Common Stock under a separate ticker symbol

or CUSIP number will not be considered “regular way” for this purpose.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Election” shall have

the meaning specified in Section 14.12(a).

“Exempted Fundamental Change” shall have the meaning specified in

Section 15.02(f).

“Form of Assignment and Transfer” means the “Form of Assignment and Transfer”

attached as Attachment 4 to the Form of Note attached hereto as Exhibit A.

“Form of Fundamental Change Repurchase

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

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

“Form of Notice of Conversion” means the “Form of Notice of

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

“Form of Specified Repurchase

Notice” means the “Form of Specified Repurchase Notice” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.

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

following occurs:

(a) except in connection with transactions described in clause (b) below, a “person” or

“group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its direct or indirect Wholly Owned Subsidiaries and any employee benefit plans of the Company or its Wholly Owned Subsidiaries, has become and

files a Schedule TO (or any successor schedule, form or report) or any schedule, form or report under the Exchange Act that discloses that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock, unless such beneficial ownership arises solely as a result of a revocable proxy

delivered in response to a public proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act and is not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under the

Exchange Act regardless of whether such a filing has actually been made; provided that no “person” or “group” shall be deemed to be the beneficial owner of any securities tendered pursuant to a tender or exchange offer

made by or on behalf of such “person” or “group” until such tendered securities are accepted for purchase or exchange under such offer;

(b) the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than a change to

par value, or from par value to no par value, or changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any

share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of

transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s direct or indirect Wholly Owned Subsidiaries; provided,

however, that a transaction described in clause (A) or clause (B) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes

of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such transaction

shall not be a Fundamental Change pursuant to this clause (b);

proposal for the liquidation or dissolution of the Company; or

(d) the Common Stock (or other common stock underlying the Notes) ceases to

be listed or quoted on any of The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market (or any of their respective successors);

provided, however, that a transaction or transactions described in clause (b) above shall not constitute a Fundamental Change, if at least

90% of the consideration received or to be received by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in connection with such transaction

or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, Nasdaq Global Market or the Nasdaq Capital Market (or any of their respective

successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration, excluding cash payments

for fractional shares and cash payments made in respect of dissenters’ appraisal rights (subject to the provisions of Section 14.02(a)). If any transaction in which the Common Stock is replaced by the common stock or other Common Equity

of another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately

following clause (d) of this definition, following the effective date of such transaction), references to the Company in this definition shall instead be references to such other entity.

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

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

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

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

The terms “given”, “mailed”, “notify” or “sent” with respect to

any notice to be given to a Holder pursuant to the Indenture, shall mean notice (x) given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance

with accepted practices or applicable procedures at the Depositary (in the case of a Global Note) or (y) mailed to such Holder by first class mail, postage prepaid, at its address as it appears on the Note Register (in the case of a Physical

Note), in each case, in accordance with Section 17.03. Notice so “given” shall be deemed to include any notice to be “mailed” or “delivered,” as applicable, under the Indenture.

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

“Holder,” as applied to any Note, or other similar terms (but excluding

the term “beneficial holder”), means any Person in whose name at the time a particular Note is registered on the Note Register.

“Indenture” means the Base Indenture, as amended by this Supplemental Indenture, and as the same may be further amended or

supplemented from time to time as herein provided with respect to the Notes.

“Interest Payment Date” means, each

January 1 and July 1 of each year, beginning on January 1, 2027.

“Irrevocable Election” shall have the

meaning specified in Section 14.02(a)(iii).

“Last Reported Sale Price” of the Common Stock (or any other security

for which a closing sale price must be determined) on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid

and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock (or such other security) is traded. If the Common Stock (or such other security)

is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price for the Common Stock (or such other security) in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock (or such other security) is not so quoted,

the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Common Stock (or such other security) on the relevant date from each of at least

three nationally recognized independent investment banking firms selected by the Company for this purpose. The “Last Reported Sale Price” shall be determined without regard to after-hours trading or any other trading outside of

regular trading session hours.

“Make-Whole Fundamental Change” means any transaction or event that constitutes a

Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

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

“Market Disruption Event” means, for the purposes of determining amounts due upon conversion (a) a failure by the

primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York

City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits

permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.”

“Maturity Date” means July 1, 2032.

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

Supplemental Indenture.

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

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

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

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

“Observation Period” with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the

relevant Conversion Date occurs prior to April 1, 2032, the 30 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; (ii) with respect to any Called Notes, if the

relevant Conversion Date occurs during the related Redemption Period, the 30 consecutive Trading Days beginning on, and including, the 31st Scheduled Trading Day immediately preceding such

Redemption Date; and (iii) subject to clause (ii), if the relevant Conversion Date occurs on or after April 1, 2032, the 30 consecutive Trading Days beginning on, and including, the 31st

Scheduled Trading Day immediately preceding the Maturity Date.

“Officer” means, with respect to the Company, the Chief

Executive Officer, the Chief Financial Officer, the General Counsel, the Treasurer, the Secretary, the Assistant Secretary, any Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or

words added before or after the title “Vice President”).

“Officer’s Certificate,” when used with

respect to the Company, means a certificate that is delivered to the Trustee and that is signed by any Officer of the Company. Each such certificate shall include the statements provided for in Section 17.05 if and to the extent required by the

provisions of such Section. The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be the principal executive, financial or accounting officer of the Company.

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

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the

Company, or other counsel who is reasonably acceptable to the Trustee, which opinion may contain customary exceptions and qualifications as to the matters set forth therein, that is delivered to the Trustee. Each such opinion shall include the

statements provided for in Section 17.05 if and to the extent required by the provisions of such Section 17.05.

“Optional Redemption” shall have the meaning specified in

Section 16.01(a).

“outstanding,” when used with reference to Notes, shall, subject to the provisions of

Section 8.04, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under this Supplemental Indenture, except:

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

(b) Notes, or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall

have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent);

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

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

(e) Notes redeemed pursuant to Article 16.

“Partial Redemption Limitation” shall have the meaning specified in Section 16.02(d).

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

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a

joint stock company, a trust, an unincorporated organization or a government or an agency or a political subdivision thereof.

“Physical Notes” means permanent certificated Notes in registered form issued in denominations of $1,000 principal amount

and integral multiples thereof.

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

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that

evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.06 in lieu of or in exchange for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same

debt as the mutilated, lost, destroyed or stolen Note that it replaces.

“Prospectus Supplement” means the preliminary prospectus supplement dated

June 10, 2026, as supplemented by the related pricing term sheet dated June 10, 2026, relating to the offering and sale of the Notes.

“Qualified Successor Entity” means, with respect to a Business Combination Event, a corporation; provided,

however, that (i) if such Business Combination Event is an Exempted Fundamental Change, then a limited liability company, limited partnership or other similar entity shall also constitute a Qualified Successor Entity with respect to such

Business Combination Event; and (ii) a limited liability company or limited partnership that is the resulting, surviving or transferee person of such Business Combination Event shall also constitute a Qualified Successor Entity with respect to

such Business Combination Event, if each of the following clauses (1), (2), (3) and (4) is satisfied: (1) either (x) such limited liability company or limited partnership is treated as a corporation or an entity disregarded as separate

from a corporation, in each case, for U.S. federal income tax purposes, or (y) the Company has received an opinion of a nationally recognized tax counsel to the effect that such Business Combination Event shall not be treated as an exchange

under Section 1001 of the U.S. Internal Revenue Code of 1986, as amended, for Holders or beneficial owners of the Notes; (2) such limited liability company or limited partnership is a direct or indirect Wholly Owned Subsidiary of a

corporation (or other entity treated as a corporation for U.S. federal income tax purposes) duly organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (3) such Business Combination

Event constitutes a Share Exchange Event whose Reference Property consists solely of any combination of U.S. dollars and shares of common stock or other corporate Common Equity interests of a corporation (or other entity treated as a corporation for

U.S. federal income tax purposes) described in clause (2); and (4) if such limited liability company or limited partnership is disregarded as separate from its owner for U.S. federal income tax purposes, its regarded owner for those purposes is

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) described in clause (2).

“Record

Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the

Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash,

securities or other property (whether such date is fixed by the Board of Directors, by statute, by contract or otherwise).

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

“Redemption Period” means, with respect to any Optional Redemption, the period from, and including, the date on which the

Company delivers a Notice of Redemption for such Optional Redemption until the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date (or, if the Company defaults in the payment of the Redemption

Price, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for).

“Redemption Price” means, for any Notes to be redeemed pursuant to

Section 16.01, 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately

succeeding Interest Payment Date, in which case interest accrued to the Interest Payment Date will be paid by the Company to Holders of record of such Notes as of the close of business on such Regular Record Date on, or at the Company’s

election, before, such Interest Payment Date, and the Redemption Price will be equal to 100% of the principal amount of such Notes).

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

“Regular Record Date,” with respect to any Interest Payment Date, means the December 15 or June 15 (whether or

not such day is a Business Day) immediately preceding the applicable January 1 or July 1 Interest Payment Date, respectively.

“Reporting Event of Default” shall have the meaning specified in Section 6.03.

“Repurchase Date” means a Fundamental Change Repurchase Date or Specified Repurchase Date, as applicable.

“Repurchase Notice” means a Fundamental Change Repurchase Notice or Specified Repurchase Date Repurchase Notice, as

applicable.

“Repurchase Price” means the Fundamental Change Repurchase Price or Specified Repurchase Date Repurchase

Price, as applicable.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the

corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those

performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter relating to the Indenture is referred because of such person’s knowledge of and familiarity with the particular subject and

who, in each case, shall have direct responsibility for the administration of the Indenture.

“Rule 144” means Rule 144

as promulgated under the Securities Act.

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on

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

Business Day.

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

thereunder.

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

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

Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to have been elected) by the Company.

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

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

“Significant Subsidiary” means a Subsidiary of the Company that is a “significant subsidiary” as defined in

Article 1, Rule 1-02(w)(1) of Regulation S-X promulgated by the Commission (or any successor rule); provided that, in the case of a Subsidiary that meets the

criteria of clause (1)(iii) of the definition thereof but not clause (1)(i) or (1)(ii) thereof, in each case as such rule is in effect on the date hereof, such Subsidiary shall be deemed not to be a Significant Subsidiary unless the

Subsidiary’s income from continuing operations before income taxes (after intercompany eliminations), exclusive of amounts attributable to any noncontrolling interests for the last completed fiscal year prior to the date of such determination

exceeds $5,000,000. For the avoidance of doubt, to the extent any such Subsidiary would not be deemed to be a “significant subsidiary” under the relevant definition set forth in Article 1, Rule

1-02(w) of Regulation S-X (or any successor rule) as in effect on the relevant date of determination, such Subsidiary shall not be deemed to be a Significant Subsidiary

under the Indenture irrespective of whether such Subsidiary has greater than $5,000,000 in income from continuing operations as described in the immediately preceding sentence.

“Specified Dollar Amount” means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion

as specified in the Settlement Notice (or deemed specified as provided in Section 14.02(a)(iii)) related to any converted Notes.

“Specified Repurchase” shall have the meaning specified in Section 15.01(a).

“Specified Repurchase Date” shall have the meaning specified in Section 15.01(a).

“Specified Repurchase Date Repurchase Price” shall have the meaning specified in Section 15.01(a).

“Specified Repurchase Notice” shall have the meaning specified in Section 15.01(b).

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

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

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which

more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners

or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

“Successor Entity” shall have the meaning specified in

Section 11.01(a).

“Supplemental Indenture” means this First Supplemental Indenture, as amended or supplemented

from time to time.

“Trading Day” means, except for determining amounts due upon conversion, a day on which

(i) trading in the Common Stock (or other security for which a closing sale price must be determined) generally occurs on the Nasdaq Capital Market or, if the Common Stock (or such other security) is not then listed on the Nasdaq Capital

Market, on the principal other U.S. national or regional securities exchange on which the Common Stock (or such other security) is then listed or, if the Common Stock (or such other security) is not then listed on a U.S. national or regional

securities exchange, on the principal other market on which the Common Stock (or such other security) is then traded and (ii) a Last Reported Sale Price for the Common Stock (or closing sale price for such other security) is available on such

securities exchange or market; provided that if the Common Stock (or such other security) is not so listed or traded, “Trading Day” means a Business Day; and provided further that, for purposes of determining

amounts due upon conversion only, “Trading Day” means a day on which (x) there is no Market Disruption Event and (y) trading in the Common Stock generally occurs on the Nasdaq Capital Market or, if the Common Stock is

not then listed on the Nasdaq Capital Market, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities

exchange, on the principal other market on which the Common Stock is then listed or admitted for trading, except that if the Common Stock is not so listed or admitted for trading, “Trading Day” means a Business Day.

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

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

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Supplemental Indenture

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

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

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

“Wholly Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person, except that, solely for

purposes of this definition, the reference to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%,” the calculation of which shall exclude nominal amounts of the

voting power of shares of Capital Stock or other interests in the relevant Subsidiary not held by such person to the extent required to satisfy local minority interest requirements outside of the United States.

Section 1.02. References to Interest. Unless the context otherwise requires, any

reference to interest on, or in respect of, any Note in the Indenture shall be deemed to include Additional Interest (if, in such context, Additional Interest is, was or would be payable pursuant to Section 6.03 of this Supplemental Indenture).

Unless the context otherwise requires, any express mention of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made.

Section 1.03. Certain Terms of the Trust Indenture Act. For purposes of the Indenture, the following terms of the Trust Indenture

Act have the following meanings:

(i) “indenture securities” means the Notes;

(ii) “indenture security holder” means a Holder;

(iii) “indenture to be qualified” means the Indenture;

(iv) “indenture trustee” or “institutional trustee” means the Trustee; and

(v) “obligor” on the indenture securities means the Company.

All other terms used in the Indenture that are defined by the Trust Indenture Act (including by reference to another statute) or the related

rules of the Commission, and not defined in the Indenture, have the respective meanings so defined by the Trust Indenture Act or such rules.

Section 1.04. Interpretation; Scope of Supplemental Indenture; Suppression of Base Indenture. (a) The amendments to the Base

Indenture made by this Supplemental Indenture will apply solely with respect to the Notes and not with respect to any other class or series of Securities. For purposes of the Notes, if any provision of this Supplemental Indenture conflicts with any

provision of the Base Indenture, then this Supplemental Indenture will control to the extent of such conflict.

(b) Without limiting

Section 1.04(a), for purposes of the Notes:

(i) Section 3.13, Section 4.06, Article 10, Section 12.06 and

Section 12.09 of the Base Indenture will not apply to the Notes;

(ii) Section 2.01 of the Base Indenture will not

apply to the Notes and will instead be deemed to be replaced with Section 2.02 of this Supplemental Indenture;

(iii)

Section 3.01 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.01 of this Supplemental Indenture;

(iv) Sections 3.02, 3.03, 3.04 and 3.05 of the Base Indenture will not apply

to the Notes and will instead be deemed to be replaced with Sections 2.03 and 2.04 of this Supplemental Indenture;

(v)

Sections 3.06, 3.07 and 3.08 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.05 of this Supplemental Indenture;

(vi) Section 3.09 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with

Section 2.06 of this Supplemental Indenture;

(vii) Section 3.10 of the Base Indenture will not apply to the Notes and

will instead be deemed to be replaced with Section 2.08 of this Supplemental Indenture;

(viii) Section 3.11 of the

Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 2.07 of this Supplemental Indenture;

(ix) Section 3.12 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with

Section 2.09 of this Supplemental Indenture;

(x) Section 3.14 of the Base Indenture will not apply to the Notes and

will instead be deemed to be replaced with Section 5.01 of this Supplemental Indenture;

(xi) Section 4.01 of the Base

Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 4.01 of this Supplemental Indenture;

(xii) Section 4.02 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with

Section 4.02 of this Supplemental Indenture;

(xiii) Sections 4.03 and 11.02 of the Base Indenture will not apply to

the Notes and will instead be deemed to be replaced with Sections 4.04 and 7.05 of this Supplemental Indenture;

(xiv)

Section 4.04 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 4.06 of this Supplemental Indenture;

(xv) Section 4.05 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with

Section 4.08 of this Supplemental Indenture;

(xvi) Section 4.07 of the Base Indenture will not apply to the Notes and

will instead be deemed to be replaced with Section 4.07 of this Supplemental Indenture;

(xvii) Article 5 of the Base

Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 6 (other than Section 6.10 hereof) of this Supplemental Indenture;

(xviii) Article 6 of the Base Indenture (other than Section 6.05 or

Section 6.06 thereof) will not apply to the Notes and will instead be deemed to be replaced with Article 7 (other than Section 7.05 thereof) and Section 4.03 of this Supplemental Indenture;

(xix) Section 6.05 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with

Section 6.10 of this Supplemental Indenture;

(xx) Section 6.06 of the Base Indenture will not apply to the Notes and

will instead be deemed to be replaced with Section 5.03 of this Supplemental Indenture;

(xxi) Article 7 of the Base

Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 10 of this Supplemental Indenture;

(xxii) Article 8 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Article 11 of

this Supplemental Indenture;

(xxiii) Article 9 of the Base Indenture will not apply to the Notes and will instead be

deemed to be replaced with Article 16 of this Supplemental Indenture;

(xxiv) Section 11.01 of the Base Indenture will not

apply to the Notes and will instead be deemed to be replaced with Article 3 of this Supplemental Indenture;

(xxv) Section

12.01 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 17.18 of this Supplemental Indenture;

(xxvi) Section 12.02 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with

Section 17.03 of this Supplemental Indenture;

(xxvii) Section 12.03 of the Base Indenture will not apply to the Notes

and will instead be deemed to be replaced with Section 5.02 of this Supplemental Indenture;

(xxviii) Sections 12.04

and 12.05 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 17.05 of this Supplemental Indenture;

(xxix) Section 12.07 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with

Section 12.01 of this Supplemental Indenture;

(xxx) Section 12.08 of the Base Indenture will not apply to the Notes

and will instead be deemed to be replaced with Section 17.04 of this Supplemental Indenture;

(xxxi) Section 12.10 of

the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 17.01 of this Supplemental Indenture;

(xxxii) Section 12.11 of the Base Indenture will not apply to the Notes and

will instead be deemed to be replaced with Section 17.12 of this Supplemental Indenture;

(xxxiii) Section 12.12 of

the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Sections 17.11 and 17.17 of this Supplemental Indenture;

(xxxiv) Section 12.13 of the Base Indenture will not apply to this Supplemental Indenture and will instead be deemed to be

replaced with Section 17.09 of this Supplemental Indenture;

(xxxv) Section 12.14 of the Base Indenture will not apply

to the Notes and will instead be deemed to be replaced with Section 17.13 of this Supplemental Indenture;

(xxxvi)

Section 12.15 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with Section 17.14 of this Supplemental Indenture;

(xxxvii) Section 12.16 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with

Section 17.08 of this Supplemental Indenture;

(xxxviii) Section 12.17 of the Base Indenture will not apply to the

Notes and will instead be deemed to be replaced with Section 17.06 of this Supplemental Indenture; and

Each reference in the Base Indenture to any

Articles or Sections (or part of any Articles or Sections) of the Base Indenture referred to in the preceding clauses of this Section 1.04(b) will, for purposes of the Notes, be deemed instead to be a reference to the respective Articles and

Sections (or corresponding part of the respective Articles or Sections) of this Supplemental Indenture referred to in the preceding clauses of this Section 1.04(b).

ARTICLE 2

ISSUE,

DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01. Designation and Amount. The Notes shall be designated as the “4.75% Convertible Senior Notes due

2032.” The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is initially limited to $287,500,000, subject to Section 2.10 and except for Notes authenticated and delivered upon

registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder.

Section 2.02. Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes

shall be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of the Indenture. To the extent applicable, the Company and the

Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. In the case of any conflict between the Indenture and a Note, the provisions of the Indenture shall

control and govern to the extent of such conflict.

Any Global Note may be endorsed with or have incorporated in the text thereof such legends

or recitals or changes not inconsistent with the provisions of the Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and

regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to

which any particular Notes are subject.

Any of the Notes may have such letters, numbers or other marks of identification and such

notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Indenture, or as may be required to comply with

any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate

any special limitations or restrictions to which any particular Notes are subject.

Each Global Note shall represent such principal amount

of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes

represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or

decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture.

Payment of principal (including the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, a Global

Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.

Section 2.03. Date and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be

issuable in registered form without coupons in minimum denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of

such Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the

number of days actually elapsed in a 30-day month.

(b) The Person in whose name any Note (or its Predecessor Note) is registered on the Note

Register at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The principal amount of any Note (x) in the case of any

Physical Note, shall be payable at the office or agency of the Company maintained by the Company for such purposes in the continental United States of America, which shall initially be the Corporate Trust Office and (y) in the case of any

Global Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Company shall pay, or cause the Paying Agent to pay, interest (i) on any Physical Notes (A) to Holders

holding Physical Notes having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount

of more than $5,000,000, either by check mailed to each such Holder or, upon written application by such a Holder to the Note Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that

Holder’s account within the United States if such Holder has provided the Company, the Trustee or the Paying Agent (if other than the Trustee) with the requisite information necessary to make such wire transfer, which application shall remain

in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.

(c) Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date and shall accrue interest per annum

at the then-applicable rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, such relevant payment date, and such Defaulted Amounts together with any such interest thereon shall be paid by the

Company, at its election in each case, as provided in clause (i) or (ii) below:

(i) The Company may elect to make

payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the

following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of

such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make

arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided.

Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by

the Trustee of the notice of the proposed payment (unless the Trustee shall consent to an earlier date). The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense of the

Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be delivered to each Holder not less than 10 days prior to such special record date. Notice of the proposed payment of such

Defaulted Amounts and the special record date therefor having been so delivered, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such

special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03(c).

(ii) The Company may make payment of any Defaulted Amounts in any other

lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated

quotation system, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. For the avoidance of doubt, the Company may make

payment of any Defaulted Amounts and default interest relating to any amounts due upon conversion of the Notes in a manner other than as provided in Section 2.03(c)(i); provided that such manner would be permitted under the terms of the

Indenture if such amounts due upon conversion were not Defaulted Amounts or default interest.

(iii) The Trustee shall not

at any time be under any duty or responsibility to any Holder of Notes to determine the Defaulted Amounts, or with respect to the nature, extent, or calculation of the amount of Defaulted Amounts owed, or with respect to the method employed in such

calculation of the Defaulted Amounts.

Section 2.04. Execution, Authentication and Delivery of Notes. The Notes

shall be signed in the name and on behalf of the Company by the manual, facsimile or electronic signature of its Chief Executive Officer, Chief Financial Officer, General Counsel, Treasurer or Secretary or any of its Executive or Senior Vice

Presidents.

At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Company may deliver

Notes executed by the Company to the Trustee for authentication, together with a Company Order (such Company Order to include the terms of the Notes) for the authentication and delivery of such Notes, and the Trustee in accordance with such Company

Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the

Company with respect to the issuance, authentication and delivery of such Notes.

Only such Notes as shall bear thereon a certificate of

authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10),

shall be entitled to the benefits of the Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so

authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of the Indenture.

In case any Officer of the Company who shall have signed any of the Notes shall cease to be

such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes

had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the Officers of the Company, although at the date of the execution

of this Supplemental Indenture any such person was not such an Officer.

Section 2.05. Exchange and Registration of Transfer of

Notes; Depositary.

(a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in

such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the

registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the “Note

Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02.

Upon surrender for registration of transfer of any Note to the Note Registrar or any co-Note

Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, in the name of the designated

transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount.

Notes may be

exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes

are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding.

All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the

Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed,

by the Holder thereof or its attorney-in-fact duly authorized in writing.

No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note

Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a

result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer.

None of the Company, the Trustee, the Note Registrar or any

co-Note Registrar shall be required to exchange for other Notes or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion

thereof surrendered for conversion, (ii) any Notes, or a portion of any Note, surrendered for required repurchase upon the Specified Repurchase or a Fundamental Change (and not withdrawn) in accordance with Article 15 or (iii) any Notes

selected for an Optional Redemption in accordance with Article 16, except the unredeemed portion of any Note being redeemed in part pursuant to an Optional Redemption.

All Notes issued upon any registration of transfer or exchange of Notes in accordance with the Indenture shall be the valid obligations of the

Company, evidencing the same debt, and entitled to the same benefits under the Indenture as the Notes surrendered upon such registration of transfer or exchange.

(b) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the fourth

paragraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. Each Global Note

shall bear the legend required on a Global Note set forth in Exhibit A hereto. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary (but not

the Trustee or the Custodian) in accordance with the Indenture and the applicable procedures of the Depositary therefor.

(c)

Notwithstanding any other provisions of the Indenture (other than the provisions set forth in this Section 2.05(c)), a Global Note may not be transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or

by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a

portion thereof for one or more Physical Notes in accordance with the second immediately succeeding paragraph.

The Depositary shall be a

clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the

name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co.

(i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor Depositary is not appointed within 90 days, (ii) the Depositary ceases to be

registered as a clearing agency under the Exchange Act and a successor Depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and, subject to the Depositary’s

applicable procedures, a beneficial owner of any Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall execute, and the Trustee, upon receipt of an Officer’s Certificate and a Company Order for the

authentication and delivery of Notes, shall

authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such

beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate

principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled.

Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.05(c) shall be registered in such names

and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii) of the immediately preceding paragraph, the relevant beneficial owner, shall

instruct the Trustee in writing. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered.

At such time as all interests in a Global Note have been converted, canceled, repurchased upon the Specified Repurchase or a Fundamental

Change, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian. At any time prior to such

cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased upon the Specified Repurchase or a Fundamental Change, redeemed or transferred to a transferee who receives Physical Notes therefor or

any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be

appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase.

None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any act or omission

of the Depositary or for the payment of amounts to owners of beneficial interests in a Global Note, for any aspect of the records relating to or payments made on account of those interests by the Depositary, or for maintaining, supervising or

reviewing any records of the Depositary relating to those interests.

Section 2.06. Mutilated, Destroyed, Lost or Stolen

Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and

deliver, a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a

substituted Note shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless from any loss, claim, liability, cost or expense

caused by or connected with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the

destruction, loss or theft of such Note and of the ownership thereof.

The Trustee or such authenticating agent may authenticate any such substituted Note and

deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required

in connection therewith as a result of the name of the Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case any Note that has matured or is

about to mature or has been surrendered for required repurchase upon the Specified Repurchase or a Fundamental Change or is about to be converted in accordance with Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may,

in its sole discretion, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant

for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, claim, liability, cost or

expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence of their satisfaction of the

destruction, loss or theft of such Note and of the ownership thereof.

Every substitute Note issued pursuant to the provisions of this

Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be

entitled to all the benefits of (but shall be subject to all the limitations set forth in) the Indenture equally and proportionately with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and

owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement, payment, redemption, conversion or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or

remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement, payment, redemption, conversion or repurchase of negotiable instruments or other securities without their surrender.

Section 2.07. Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee or an

authenticating agent appointed by the Trustee shall, upon written request of the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the

form of the Physical Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be executed by the Company and authenticated by the

Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall execute

and deliver to the Trustee or such authenticating agent Physical Notes (other than any Global Note) and thereupon any or all temporary Notes (other than any Global Note) may be surrendered in

exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.02 and the Trustee or such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount

of Physical Notes. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations

under the Indenture as Physical Notes authenticated and delivered hereunder.

Section 2.08. Cancellation of Notes Paid, Converted,

Etc. The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon the Specified Repurchase or a Fundamental Change, Optional Redemption, registration of transfer or exchange or conversion (other than any

Notes exchanged pursuant to Section 14.12), if surrendered to the Company or any of its agents or Subsidiaries, to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly by it in accordance

with its customary procedures upon written request by the Company. Except for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions of the Indenture, no Notes shall be

authenticated in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver evidence of such disposition to

the Company, at the Company’s written request in a Company Order.

Section 2.09. CUSIP Numbers. The Company in

issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that the Trustee shall

have no liability for any defect in the “CUSIP” numbers as they appear on any Note, notice or elsewhere, and, provided, further, that any such notice may state that no representation is made as to the correctness of such numbers

either as printed on the Notes or on such notice and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP”

numbers.

Section 2.10. Additional Notes; Repurchases. The Company may, without the consent of, or notice to, the

Holders and notwithstanding Section 2.01, reopen this Supplemental Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price and

interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not

fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Prior to the issuance of any such additional Notes, the Company shall

deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee

shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are

surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a privately negotiated transaction or public tender or

exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or notice to the Holders of the Notes. The Company may, at its option and to the extent

permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation any Notes that it may repurchase, in the case of a reissuance or resale so long as such Notes do not constitute “restricted securities” (as defined

under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such reissued or resold

Notes shall have one or more separate CUSIP numbers. Any Notes that the Company may repurchase shall be considered outstanding for all purposes under the Indenture (other than, at any time when such Notes are owned by the Company, by any Subsidiary

thereof or by any Affiliate of the Company or any Subsidiary thereof, as set forth in Section 8.04) unless and until such time as the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee

shall cancel all Notes so surrendered.

ARTICLE 3

SATISFACTION AND DISCHARGE

Section 3.01. Satisfaction and Discharge. (a) The Indenture and the Notes shall cease to be of further effect when

(i) all Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in Section 2.06 and (y) Notes for whose payment

money has heretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.04(d)) have been delivered to the Trustee for cancellation;

or (ii) the Company has deposited with the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Redemption Date, the Specified Repurchase Date, any Fundamental Change

Repurchase Date, upon conversion or otherwise, cash or cash and/or shares of Common Stock, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and payable under the

Indenture or the Notes by the Company; and (b) the Trustee upon request of the Company contained in an Officer’s Certificate and at the expense of the Company, shall execute such instruments reasonably requested by the Company

acknowledging such satisfaction and discharge of the Indenture, when the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the

satisfaction and discharge of the Indenture have been complied with. Notwithstanding the satisfaction and discharge of the Indenture or the earlier resignation or removal of the Trustee, the obligations of the Company to the Trustee under

Section 7.06 shall survive.

ARTICLE 4

PARTICULAR COVENANTS OF THE COMPANY

Section 4.01. Payment of Principal and Interest. The Company covenants and agrees that it will cause to be paid the

principal (including the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the

places, at the respective times and in the manner provided herein and in the Notes.

Any applicable withholding taxes (including backup

withholding) may be withheld from payments of interest and payments upon conversion, redemption, repurchase or maturity of the Notes, or if any withholding taxes (including backup withholding) are paid on behalf of a Holder or beneficial owner of

the Notes, those withholding taxes may be withheld from or set off against payments of cash or delivery of shares of Common Stock, if any, in respect of the Notes (or, in some circumstances, any payments on the Common Stock) or sales proceeds

payable to, or other funds or assets of, such Holder or beneficial owner.

Section 4.02. Maintenance of Office or

Agency. The Company will maintain in the continental United States of America an office or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (“Paying

Agent”) or for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Notes and the Indenture may be served. The Company will give prompt written notice to the Trustee of

the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,

surrenders, notices and demands may be made or served at the Corporate Trust Office or the office or agency of the Trustee in the continental United States of America.

The Company may also from time to time designate as co-Note Registrars one or more other offices or

agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its

obligation to maintain an office or agency in the continental United States of America for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such

other office or agency. The terms “Paying Agent” and “Conversion Agent” include any such additional or other offices or agencies, as applicable.

The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate

Trust Office as the office or agency in the continental United States of America where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase or for conversion and where notices and demands to

or upon the Company in respect of the Notes and the Indenture may be served; provided that the Corporate Trust Office shall not be a place for service of legal process for the Company.

Section 4.03. Appointments to Fill Vacancies in Trustee’s

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

Section 4.04. Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee,

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

(i) that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price, the

Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes in trust for the benefit of the Holders;

(ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal

(including the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes when the same shall be due

and payable; and

(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it

will forthwith pay to the Trustee all sums so held in trust.

The Company shall, on or before each due date of the principal (including

the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum

sufficient to pay such principal (including the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest and (unless

such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00

a.m., New York City time, on such date.

(b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the

segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental

Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal

(including the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same shall become

due and payable.

any time, for the purpose of obtaining a satisfaction and discharge of its obligations under the Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent

hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent

shall be released from all further liability but only with respect to such sums or amounts.

(d) Subject to applicable escheatment laws,

any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price, the Specified Repurchase Date Repurchase Price on the

Specified Repurchase Date and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the

Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to

the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the

Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

(e) Upon any Event of Default pursuant to Section 6.01(i) or (j), the Trustee shall automatically be Paying Agent for the Notes.

Section 4.05. Existence. Subject to Article 11, the Company shall do or cause to be done all things necessary to preserve

and keep in full force and effect its corporate existence.

Section 4.06. Company Reports.

(a) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any annual

or quarterly reports (on Form 10-K or Form 10-Q or any respective successor form) that the Company is required to file with the Commission pursuant to Section 13 or

15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission, and after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act (or any successor thereto), which grace period, for the avoidance of doubt, shall be deemed applicable whether or not the Company checks the box in the relevant Rule 12b-25 filing indicating that the Company expects to file such report within the applicable Rule 12b-25 grace period). Any such document or report that the Company files with

the Commission via the Commission’s EDGAR system (or any successor system) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(a) at the time such documents

are filed via the EDGAR system (or such successor), it being understood that the Trustee shall not be responsible for determining whether such filings have been made. The Company shall also comply with the other obligations of the Company under

Section 314(a)(1) of the Trust Indenture Act.

(b) Delivery of the reports, information and documents described in subsection

(a) above to the Trustee is for informational purposes only, and the information and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information

contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).

Section 4.07. Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it

shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal

of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture; and the Company (to the extent it may lawfully do so) hereby expressly

waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such

power as though no such law had been enacted.

Section 4.08. Compliance Certificate; Statements as to Defaults. The

Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2026) an Officer’s Certificate stating whether the signers thereof have knowledge

of any Event of Default that occurred during the previous year and, if so, specifying each such Event of Default and the nature thereof.

In addition, the Company shall deliver to the Trustee, within 30 days after the Company obtains knowledge of the occurrence of any Event of

Default or Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof; provided that the Company is not

required to deliver such notice if such Event of Default or Default has been cured or is no longer continuing.

Section 4.09.

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

Indenture.

ARTICLE 5

LISTS OF HOLDERS AND REPORTS BY THE

COMPANY AND THE TRUSTEE

Section 5.01. Lists of Holders.

The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not more than 15 days after each June 15 and December 15 in each year beginning with December 15, 2026, and at such other

times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it

hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices)

prior to the time such information is furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar.

Section 5.02. Preservation and Disclosure of Lists; Communications With Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the

Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by the Trustee in its capacity as Note Registrar, if so acting. The Trustee may dispose of any list furnished to it as provided in

Section 5.01 upon receipt of a new list so furnished.

(b) Holders may communicate as provided in Section 312(b) of the

Trust Indenture Act with other Holders with respect to their rights under the Indenture or under the Notes, and, in connection with any such communications, the Trustee shall satisfy its obligations under Section 312(b) of the Trust

Indenture Act in accordance with the provisions of Section 312(b) of the Trust Indenture Act. The Company, the Trustee, the Note Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act with

respect to such communications.

Section 5.03. Reports by the Trustee.

(a) If required by Section 313(a) of the Trust Indenture Act, the Trustee, within sixty (60) days after each December 1,

commencing the calendar year after the year in which the first Notes are issued hereunder, shall transmit by mail, first class postage prepaid, to the Holders, as their names and addresses appear upon the Note Register, a brief report dated as of

such December 1, which complies with Section 313(a) of the Trust Indenture Act.

(b) The Trustee shall comply with

Section 313(b) and 313(c) of the Trust Indenture Act.

Holders, be filed by the Trustee with the Company, with each securities exchange upon which any Notes are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee in writing when any Notes become listed on any

securities exchange or of any delisting thereof.

ARTICLE 6

DEFAULTS AND REMEDIES

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

respect to the Notes:

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

30 days;

(b) default in the payment of principal of any Note when due and payable on the Maturity Date, upon Optional Redemption, upon

any required repurchase, upon declaration of acceleration or otherwise;

convert the Notes in accordance with the Indenture upon exercise of a Holder’s conversion right and such failure continues for three Business Days;

(d) failure by the Company to give (i) a Fundamental Change Company Notice in accordance with Section 15.02(c) or notice of a

Make-Whole Fundamental Change in accordance with Section 14.03(b), in either case when due and such failure continues for five Business Days, (ii) a Specified Repurchase Date Right Notice in accordance with Section 15.01(c) when due

or (iii) notice of a specified corporate transaction or event in accordance with Section 14.01(b)(i) or Section 14.01(b)(ii) when due and such failure continues for three Business Days;

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

(f) failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes

then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or the Indenture;

(g)

default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed

with a principal amount in excess of $25,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in

such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at

its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have

been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of

Notes then outstanding in accordance with the Indenture;

(h) a final judgment or judgments for the payment of $25,000,000 (or its foreign currency

equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Company or any of its Significant Subsidiaries, which judgment is not discharged, bonded, paid, waived or stayed within 60 days after (i) the

date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;

(i) the Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other

relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other

similar official of the Company or any such Significant Subsidiary or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other

proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or

(j) an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation,

reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,

custodian or other similar official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 consecutive days.

Section 6.02. Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing,

then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company), unless the principal of, and accrued and unpaid interest, if any, on, all of the Notes

shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the

Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically

be immediately due and payable, anything contained in the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company occurs and is

continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable.

The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have

been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, and if (1) rescission would not conflict with any judgment or decree of a court

of competent jurisdiction and (2) any and all existing Events of Default under the Indenture

(including, for the avoidance of doubt, the failure to pay default interest, if any, due and payable on any Defaulted Amounts), other than the nonpayment of the principal of and accrued and

unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case the Holders of a majority in aggregate principal amount of the Notes

then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any

Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any

right consequent thereon.

For the avoidance of doubt, and without limiting the manner in which any Default or Event of Default can be

cured: (i) a failure by the Company to send a notice in accordance with the Indenture and any related Default (or Event of Default) shall be deemed cured and shall cease to continue upon delivery of such notice to the applicable recipient;

(ii) if the Company fails to make any payment of principal of or interest on the Notes (or delivery of any other consideration in respect thereof) when due, such Default (or Event of Default) shall be deemed cured and shall cease to continue

upon the making of such payment or delivery, as applicable, together with any accrued interest thereon, if applicable; and (iii) a Reporting Event of Default shall be deemed cured and shall cease to continue at such time as the Company files

the applicable report or reports that gave rise to such Reporting Event of Default (it being understood that any report that the Company files with the Commission through the EDGAR system (or any successor thereto) will be deemed to be filed with

the Trustee at the time such report is so filed via the EDGAR system (or such successor)); provided that, for the avoidance of doubt, (x) the cure of any Event of Default shall not invalidate any acceleration of the Notes on account of

such Event of Default that was properly effected prior to such time as such Event of Default was cured and (y) the cure of any Reporting Event of Default shall not affect the Company’s obligation to pay any Additional Interest that

accrues prior to the time of such cure. In addition, if an Event of Default is cured or waived before any related notice of acceleration is delivered, such Event of Default shall be deemed cured and the Notes shall not be subject to acceleration on

account of such Event of Default.

Section 6.03. Additional Interest. Notwithstanding anything in the Indenture or in the

Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(a) (including the Company’s obligations

under Section 314(a)(1) of the Trust Indenture Act) (such default, a “Reporting Event of Default”) shall, for the first 365 days after the occurrence of such an Event of Default, consist exclusively of the right to receive

Additional Interest on the Notes at a rate equal to (x) 0.25% per annum of the principal amount of the Notes outstanding for each day that such Event of Default is continuing during the first 180 days after the occurrence of such Event of Default

and (y) 0.50% per annum of the principal amount of the Notes outstanding from the 181st day to, and including, the 365th day following the occurrence of such Event of Default, as long as such Event of Default is continuing. If the Company so elects,

such Additional Interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 366th day after such Event of Default (if the Event

of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(a) is not cured or waived prior to such 366th day), the Notes shall be

immediately subject to acceleration as provided in Section 6.02. The provisions of this paragraph will not affect the rights of Holders in the event of the occurrence of any Event of Default other than the Company’s failure to comply with

its obligations as set forth in Section 4.06(a). In the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03 or the Company elected to make such payment but does not

pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in Section 6.02 as a result of the Event of Default pursuant to Section 6.01(f) if such Event of Default is then continuing.

In order to elect to pay Additional Interest as the sole remedy during the first 365 days after the occurrence of any Event of Default

relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(a) in accordance with the immediately preceding paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent

(if other than the Trustee) in writing of such election prior to the beginning of such 365-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as

provided in Section 6.02.

Section 6.04. Payments of Notes on Default; Suit Therefor. If an Event of Default

described in clause (a) or (b) of Section 6.01 shall have occurred and be continuing, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on

the Notes for principal and interest, if any, (with interest accruing per annum on any overdue principal, if any, at the then-applicable rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, such

required payment date) and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 7.06. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in

its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any

other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated.

In the event there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes

under Title 11 of the United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the

Company or such other obligor, the property of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor upon the Notes, or to the creditors or property of the Company or such

other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the

provisions of this Section 6.04, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a

claim or claims for the whole amount of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and

other papers or documents and to take such other actions as it may deem necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its

agents and counsel) and of the Holders allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any monies or other property payable

or deliverable on any such claims, and to distribute the same after the deduction of any amounts due to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar

official is hereby authorized by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any

amount due it for reasonable compensation, expenses, advances and disbursements, including agents and counsel fees and expenses, and including any other amounts due to the Trustee under Section 7.06, incurred by it up to the date of such

distribution. To the extent that such payment of reasonable compensation, expenses, advances and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be

paid out of, any and all distributions, dividends, monies, securities and other property that the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or

otherwise.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of

any Holder any plan of reorganization, arrangement, adjustment or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

All rights of action and of asserting claims under the Indenture, or under any of the Notes, may be enforced by the Trustee without the

possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery

of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes.

In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of the Indenture to which the

Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes party to any such proceedings.

In case the Trustee shall have proceeded to enforce any right under the Indenture and such proceedings shall have been discontinued or

abandoned because of any waiver pursuant to Section 6.09 or any rescission and annulment pursuant to Section 6.02 or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the

Holders and the Trustee shall, subject to any determination in such proceeding, be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Holders and the Trustee shall continue

as though no such proceeding had been instituted.

Section 6.05. Application of Monies Collected by Trustee. Any monies or

property collected by the Trustee pursuant to this Article 6 with respect to the Notes shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies or property, upon presentation of the

several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:

First, to the

payment of all amounts due the Trustee in all of its capacities under the Indenture;

Second, in case the principal of the

outstanding Notes shall not have become due and be unpaid, to the payment of interest on, and any cash due upon conversion of, the Notes in default in the order of the date due of the payments of such interest and cash due upon conversion, as the

case may be, with interest (to the extent that such interest has been collected by the Trustee) upon such overdue payments at the rate borne by the Notes at such time, then payable on such Notes, such payments to be made ratably to the Persons

entitled thereto;

Third, in case the principal of the outstanding Notes shall have become due, by declaration or otherwise, and be

unpaid, to the payment of the whole amount (including, if applicable, the payment of the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price and any cash due

upon conversion) then owing and unpaid upon the Notes for principal and interest, if any, with interest on the overdue principal and, to the extent that such interest has been collected by the Trustee, upon overdue installments of interest at the

rate borne by the Notes at such time, and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such principal (including, if applicable, the Redemption Price, the

Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price and any cash due upon conversion) and interest without preference or priority of principal over interest, or of interest over

principal or of any installment of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the Redemption Price, the Specified Repurchase Date

Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price and any cash due upon conversion) and accrued and unpaid interest; and

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

Section 6.06. Proceedings by Holders. Except to enforce the right to

receive payment of principal (including, if applicable, the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price) or interest when due, or the right to receive

payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of the Indenture or the Notes to institute any suit, action or proceeding in equity or at law upon

or under or with respect to the Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:

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

provided;

(b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon

the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder;

if requested, provided, the Trustee such security or indemnity reasonably satisfactory to it against any loss, claim, liability or expense to be incurred therein or thereby;

(d) the Trustee for 60 days after its receipt of such notice, request and offer, or provision, of such security or indemnity, shall have

neglected or refused to institute any such action, suit or proceeding; and

(e) no direction that, in the opinion of the Trustee, is

inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to

Section 6.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by

virtue of or by availing of any provision of the Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder (it being understood that the Trustee does

not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holder), or to enforce any right under the Indenture, except in the manner herein provided and for the equal, ratable and common

benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Notwithstanding any other provision of the Indenture and any provision of any Note, each Holder shall have the right to receive payment or

delivery, as the case may be, of (x) the principal (including the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued

and unpaid interest, if any, on, and (z) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in the Indenture, or to institute suit for the enforcement of any such

payment or delivery, as the case may be.

Section 6.07. Proceedings by Trustee. In case of an Event of Default, the

Trustee may in its discretion proceed to protect and enforce the rights vested in it by the Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by action at law

or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in the Indenture, or to enforce any other legal or equitable

right vested in the Trustee by the Indenture or by law.

Section 6.08. Remedies Cumulative and Continuing. Except as

provided in the last paragraph of Section 2.06, all powers and remedies given by this Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers

and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in the Indenture, and no delay or omission of the Trustee or

of any Holder of any of the Notes to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Default or Event of Default or any acquiescence

therein; and, subject to the provisions of Section 6.06, every power and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or

by the Holders.

Section 6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a

majority of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the

Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with the Indenture, and (b) the Trustee

may take any other action deemed proper by the Trustee and that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder (it being understood

that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder) or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal

amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences (including, for the avoidance of

doubt, any acceleration as a result of such Default or Event of Default) except any continuing defaults relating to (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price, the

Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company to

pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an

outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of

Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes and the Indenture

be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Section 6.10. Notice of Defaults. The Trustee shall, within the later of

90 days after the date on which a Default occurs and is continuing, if known, and promptly after a Responsible Officer obtains actual knowledge of the occurrence of such Default that is then continuing, deliver to all Holders notice of all Defaults

actually known to a Responsible Officer, unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Redemption Price,

the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the

consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as it determines that the withholding of such notice is in the interests of the Holders.

Section 6.11. Undertaking to Pay Costs. All parties to the Indenture agree, and each Holder of any Note by its acceptance

thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under the Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee,

the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in

such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 6.11 (to the extent permitted by law) shall not apply to any suit instituted by

the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in accordance with Section 8.04, or to any suit instituted by any

Holder for the enforcement of the payment of the principal of or accrued and unpaid interest on any Note (including, but not limited to, the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the

Fundamental Change Repurchase Price, if applicable) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note, or receive the consideration due upon conversion, in accordance

with the provisions of Article 14.

ARTICLE 7

CONCERNING THE TRUSTEE

Section 7.01. Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after

the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in the Indenture. In the event an Event of Default has occurred and is continuing, the Trustee

shall exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own

affairs; provided that if an Event of Default

occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the 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 it against any loss, claim, liability or expense that might be incurred by it in compliance with such request or direction.

No provision of the Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly

negligent failure to act or its own willful misconduct, except that:

(a) prior to the occurrence of an Event of Default and after the

curing or waiving of all Events of Default that may have occurred:

(i) the duties and obligations of the Trustee shall be

determined solely by the express provisions of the Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in the Indenture and no implied covenants or obligations shall

be read into the Indenture against the Trustee; and

(ii) in the absence of bad faith and willful misconduct on the part of

the Trustee, the Trustee may, as to the truth of the statements and the correctness of the opinions expressed therein, conclusively rely upon any certificates or opinions furnished to the Trustee and conforming to the requirements of the Indenture;

but, in the case of any such certificates or opinions that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the

requirements of the Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein);

(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless

it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;

respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in

Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the Indenture;

(d) whether or not therein provided, every provision of the Indenture relating to the conduct or affecting the liability of, or affording

protection to, the Trustee shall be subject to the provisions of this Section;

(e) the Trustee shall not be liable in respect of any payment (as to the correctness of

amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the Notes;

(f) if any party fails to deliver a notice relating to an event the fact of which, pursuant to the Indenture, requires notice to be sent to

the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event;

(g) the Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under the Indenture;

(h) in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses, fees, taxes or other charges incurred as a

result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment

direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company; and

(i) in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent or transfer agent hereunder, the

rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent or transfer agent.

None of the provisions contained in the Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal

financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. Prior to taking any action under the Indenture, the Trustee shall receive indemnification or security satisfactory to it against any loss,

liability or expense caused by taking or not taking such action.

Section 7.02. Reliance on Documents, Opinions, Etc. Except

as otherwise provided in Section 7.01:

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining

from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by

the proper party or parties;

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced

by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the

Company;

that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on its part,

conclusively rely upon an Officer’s Certificate;

(d) the Trustee may consult with counsel of its selection, and require an Opinion

of Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(e) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit,

and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no

liability of any kind by reason of such inquiry or investigation;

(f) the Trustee may execute any of the trusts or powers hereunder or

perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed by

it with due care hereunder;

(g) the permissive rights of the Trustee enumerated herein shall not be construed as duties;

(h) the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of the individuals and/or titles

of officers authorized at such times to take specified actions pursuant to the Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so

authorized in any such certificate previously delivered and not superseded; and

(i) neither the Trustee nor any of its directors,

officers, employees, agents, or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the Company, or its directors, members, officers, agents, affiliates, or employees, nor shall they have any liability

in connection with the malfeasance or nonfeasance by such parties. The Trustee shall not be responsible for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission in the records which may result from such

information or any failure by the Trustee to perform its duties or set forth herein as a result of any inaccuracy or incompleteness.

In no event shall the Trustee be liable for any special, indirect, punitive, or

consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged

with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default

shall have been received by a Responsible Officer of the Trustee from the Company or from any Holder.

Section 7.03. No

Responsibility for Recitals, Etc. The recitals contained in the Indenture and in the Notes (except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility

for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of the Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of

any Notes authenticated and delivered by the Trustee in conformity with the provisions of the Indenture.

Section 7.04. Trustee,

Paying Agents, Conversion Agents or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion Agent or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes with the same

rights it would have if it were not the Trustee, Paying Agent, Conversion Agent or Note Registrar.

Section 7.05. Monies and

Shares of Common Stock to Be Held in Trust. All monies and shares of Common Stock received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money and shares of

Common Stock held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money or shares of Common Stock received by it hereunder

except as may be agreed from time to time by the Company and the Trustee.

Section 7.06. Compensation and Expenses of

Trustee. The Company covenants and agrees to pay to the Trustee from time to time and the Trustee shall receive such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of

law in regard to the compensation of a trustee of an express trust) as previously and mutually agreed to in writing between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses,

disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of the Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements of its agents and

counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall have been caused by its gross negligence or willful misconduct. The Company also covenants to indemnify the Trustee or any predecessor

Trustee in any capacity under the Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any loss, claim, damage, liability or expense

incurred without gross negligence or willful misconduct on the part of the Trustee, its officers, directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or

administration of the Indenture or in any other capacity hereunder and the enforcement of the Indenture (including this Section 7.06), including the costs and expenses of defending themselves against any claim of liability in the premises. The

obligations of the Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a

senior claim to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular

Notes, and, for the avoidance of doubt, such claim shall not be extended in a manner that would conflict with the Company’s obligations to its other creditors. The Trustee’s right to receive payment of any amounts due under this

Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation of the Company under this Section 7.06 shall survive the satisfaction and discharge of its obligations with respect to the Notes

under the Indenture and the earlier resignation or removal of the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06

shall extend to the officers, directors, agents and employees of the Trustee.

Without prejudice to any other rights available to the

Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(i) or Section 6.01(j) occurs, the expenses and the

compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws.

Section 7.07. Officer’s Certificate as Evidence. Except as otherwise provided in Section 7.01,

whenever in the administration of the provisions of the Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect

thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and

such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of the Indenture upon the faith

thereof.

Section 7.08. Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person

that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any

supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at

any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign promptly in the manner and with the effect hereinafter specified in this Article. If the Trustee has or shall acquire any

“conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

Section 7.09. Resignation or Removal of Trustee. (a) The Trustee may

at any time resign by giving written notice of such resignation to the Company and by delivering notice thereof to the Holders. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument,

in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted

appointment within 45 days after the giving of such notice of resignation to the Holders, the resigning Trustee may, upon ten Business Days’ notice to the Company and the Holders, petition any court of competent jurisdiction, at the expense of

the Company, for the appointment of a successor trustee, or any Holder who has been a bona fide Holder of a Note or Notes for at least six months (or since the date of this Supplemental Indenture) may, subject to the provisions of Section 6.11,

on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor

trustee.

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

(i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.08 and shall fail to resign

after written request therefor by the Company or by any such Holder, or

(ii) the Trustee shall become incapable of acting,

or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,

conservation or liquidation,

then, in either case, the Company may by a Board Resolution remove the Trustee and appoint a successor trustee by written

instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Holder

who has been a bona fide Holder of a Note or Notes for at least six months (or since the date of Supplemental Indenture) may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the

removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with

Section 8.04, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless within ten days after notice to the Company of such nomination the Company objects thereto, in which

case the Trustee so removed or any Holder, upon the terms and conditions and otherwise as in Section 7.09(a) provided, may petition any court of competent jurisdiction for an appointment of a successor trustee.

(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this

Section 7.09 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.10.

Section 7.10. Acceptance by Successor Trustee. Any successor trustee

appointed as provided in Section 7.09 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee

shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee

herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an

instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing for more fully and certainly

vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such

trustee as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 7.06.

No successor trustee shall accept appointment as provided in this Section 7.10 unless at the time of such acceptance such successor

trustee shall be eligible under the provisions of Section 7.08.

Upon acceptance of appointment by a successor trustee as provided in

this Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense of the Company shall deliver or cause to be delivered notice of the succession of such trustee hereunder to the Holders. If the

Company fails to deliver such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be delivered at the expense of the Company.

Section 7.11. Succession by Merger, Etc. Any organization or other entity into which the Trustee may be merged or converted or

with which it may be consolidated, or any organization or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any organization or other entity succeeding to all or substantially all of the

corporate trust business of the Trustee (including the administration of the Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto;

provided that in the case of any organization or other entity succeeding to all or substantially all of the corporate trust business of the Trustee such organization or other entity shall be eligible under the provisions of Section 7.08.

In case at the time such successor to the Trustee shall succeed to the trusts created by the Indenture, any of the Notes shall have been

authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent appointed by such predecessor trustee, and deliver such Notes so authenticated; and in

case at that time any of the Notes shall not have been authenticated, any successor to the Trustee or an authenticating agent appointed by such successor trustee may

authenticate such Notes either in the name of any predecessor trustee hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it

is anywhere in the Notes or in the Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in

the name of any predecessor trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 7.12. Trustee’s Application for Instructions from the Company. Any application by the Trustee

for written instructions from the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes under the Indenture) may, at the option of the Trustee,

set forth in writing any action proposed to be taken or omitted by the Trustee under the Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable to the Company for

any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any Officer that the

Company has indicated to the Trustee should receive such application actually receives such application, unless any such Officer shall have consented in writing to any earlier date), unless, prior to taking any such action (or the effective date in

the case of any omission), the Trustee shall have received written instructions in accordance with the Indenture in response to such application specifying the action to be taken or omitted.

Section 7.13. Preferential Collection of Claims Against the Company. The Trustee shall comply with Section 311(a) of

the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent

included therein.

ARTICLE 8

CONCERNING THE HOLDERS

Section 8.01. Action by Holders. Whenever in the Indenture it is provided that the Holders of a specified percentage of the

aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the

Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of

the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders.

Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders

entitled to take such action. The record date, if one is selected, shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

Section 8.02. Proof of Execution by Holders. Subject to the provisions of

Section 7.01, Section 7.02 and Section 9.05, proof of the execution of any instrument or writing by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be

prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved by the Note Register or by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the

manner provided in Section 9.06.

Section 8.03. Who Are Deemed Absolute Owners. The Company, the Trustee, any

authenticating agent, any Paying Agent, any Conversion Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such Note (whether or not such

Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal (including any

Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and any Fundamental Change Repurchase Price) of and (subject to Section 2.03) accrued and unpaid interest on such Note, for conversion of such

Note and for all other purposes under the Indenture; and neither the Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected nor incur any liability by any notice to the contrary. The sole

registered holder of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder for the time being, or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid

or delivered, effectual to satisfy and discharge the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything to the contrary in the Indenture or the Notes, any holder of a beneficial interest in a Global Note

may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person (x) such holder’s right to convert a Note in which it holds such beneficial

interest on account of a Deemed Redemption pursuant to Section 14.01(c), and (y) such holder’s right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions of the Indenture following an

Event of Default.

Section 8.04. Company-Owned Notes Disregarded. In determining whether the Holders of the requisite

aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under the Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof

shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other

action only Notes that a Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall

establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof or an Affiliate of the

Company or a Subsidiary thereof. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of

the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above described Persons; and,

subject to Section 7.01, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any

such determination.

Section 8.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not after)

the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in the Indenture in connection with such action, any Holder of a

Note that is shown by the evidence to be included in the Notes the Holders of which have consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in

Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any

Notes issued in exchange or substitution therefor or upon registration of transfer thereof, irrespective of whether any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor or upon registration of

transfer thereof.

ARTICLE 9

HOLDERS’ MEETINGS

Section 9.01. Purpose of Meetings. A meeting of Holders may be called at any time and from time to time pursuant to the

provisions of this Article 9 for any of the following purposes:

(a) to give any notice to the Company or to the Trustee or to give any

directions to the Trustee permitted under the Indenture, or to consent to the waiving of any Default or Event of Default hereunder (in each case, as permitted under the Indenture) and its consequences, or to take any other action authorized to be

taken by Holders pursuant to any of the provisions of Article 6;

(b) to remove the Trustee and nominate a successor trustee pursuant to

the provisions of Article 7;

of Section 10.02; or

(d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate

principal amount of the Notes under any other provision of the Indenture or under applicable law.

Section 9.02. Call of Meetings by Trustee. The Trustee may at any time

call a meeting of Holders to take any action specified in Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and

in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to Section 8.01, shall be delivered to Holders of such Notes. Such notice shall also be delivered to the Company. Such notices

shall be delivered not less than 20 nor more than 90 days prior to the date fixed for the meeting.

Any meeting of Holders shall be valid

without notice if the Holders of all Notes then outstanding are present in person or by proxy or if notice is waived before or after the meeting by the Holders of all Notes then outstanding, and if the Company and the Trustee are either present by

duly authorized representatives or have, before or after the meeting, waived notice.

Section 9.03. Call of Meetings by Company or

Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by

written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may

determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by delivering notice thereof as provided in Section 9.02.

Section 9.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a

Holder of one or more Notes on the record date pertaining to such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining to such meeting. The only Persons who

shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its

counsel.

Section 9.05. Regulations. Notwithstanding any other provisions of the Indenture, the Trustee may make such

reasonable regulations as it may deem advisable for any meeting of Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and

examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the

Company or by Holders as provided in Section 9.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the

meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the outstanding Notes represented at the meeting and entitled to vote at the meeting.

Subject to the provisions of Section 8.04, at any meeting of Holders each Holder or

proxyholder shall be entitled to one vote for each $1,000 principal amount of Notes held or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not

outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by it or instruments in writing as aforesaid duly designating it as the proxy to

vote on behalf of other Holders. Any meeting of Holders duly called pursuant to the provisions of Section 9.02 or Section 9.03 may be adjourned from time to time by the Holders of a majority of the aggregate principal amount of Notes

represented at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Section 9.06. Voting. The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which

shall be subscribed the signatures of the Holders or of their representatives by proxy and the outstanding aggregate principal amount of the Notes held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of

votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of

the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more

Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was delivered as provided in Section 9.02. The record shall show the aggregate principal amount of the Notes voting in favor of

or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by

the Trustee, the latter to have attached thereto the ballots voted at the meeting.

Any record so signed and verified shall be conclusive

evidence of the matters therein stated.

Section 9.07. No Delay of Rights by Meeting. Nothing contained in this Article

9 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred

upon or reserved to the Trustee or to the Holders under any of the provisions of the Indenture or of the Notes.

ARTICLE 10

SUPPLEMENTAL INDENTURES

Section 10.01. Supplemental Indentures Without Consent of Holders. The Company and the Trustee, at the Company’s

expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for one or more of the following purposes:

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

(b) to provide for the assumption by a Successor Entity of the obligations of the Company

under the Indenture pursuant to Article 11;

(d) to secure the Notes;

(e)

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

(f) to make any change that does not adversely affect the rights of any Holder in any material respect, as certified by the Company in an

Officer’s Certificate;

(g) in connection with any Share Exchange Event, to provide that the Notes are convertible into Reference

Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07;

(h) to conform the provisions of the Indenture or the Notes to the “Description of Notes” section of the Prospectus Supplement as

evidenced in an Officer’s Certificate;

(i) to comply with the rules of any applicable Depositary, including The Depository Trust

Company, so long as such amendment does not adversely affect the rights of any Holder in any material respect;

(j) to appoint a successor

trustee with respect to the Notes;

(k) to increase the Conversion Rate as provided in the Indenture;

(l) to provide for the acceptance of appointment by a successor Trustee, Note Registrar, Paying Agent or Conversion Agent to facilitate the

administration of the trusts under the Indenture by more than one trustee;

(m) to comply with any requirement of the Commission in

connection with effecting or maintaining the qualification of the Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or

(n) to irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method

(including at the Company’s option upon an Irrevocable Election); provided, however, that no such election or elimination shall affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note

pursuant to the provisions of Article 14.

Upon the written request of the Company, the Trustee is hereby authorized to join with the

Company in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any

supplemental indenture that affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise.

Any

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

Section 10.02.

Section 10.02. Supplemental Indentures with Consent of Holders. With the consent (evidenced as

provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a

repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the

provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture, the Notes or any supplemental indenture or of modifying in any

manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:

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

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

(d) except as required by the Indenture, make any change that adversely affects the conversion rights of any Notes;

(e) reduce the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date or the Fundamental Change

Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by us;

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

(g) modify the ranking provisions of this Indenture in a manner that is adverse to the rights of the Holders of the Notes;

(h) impair the absolute rights of any Holder of a Note to receive payment or delivery, as applicable, of the principal of, or the Redemption

Price, the Specified Repurchase Date Repurchase Price or the Fundamental Change Repurchase Price for or any interest on, or consideration due upon conversion of such Note on or after the respective due dates therefor, or to bring suit for the

enforcement of any such payment or delivery on or after such respective due dates; or

(i) make any change in this Article 10 that requires each Holder’s consent or in the

waiver provisions in Section 6.02 or Section 6.09.

Upon the written request of the Company, and upon the filing with the

Trustee of evidence of the consent of Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own

rights, duties or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be

sufficient if such Holders approve the substance thereof. After any supplemental indenture under Section 10.01 or this Section 10.02 becomes effective, the Company shall deliver to the Holders a notice briefly describing such supplemental

indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Section 10.03. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the

provisions of this Article 10, the Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties, indemnities, privileges and immunities under the Indenture

of the Trustee, the Company and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be

and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

Section 10.04. Notation on

Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article 10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to any

matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company, to any modification of the Indenture contained in any such

supplemental indenture may, at the Company’s expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to Section 17.10) upon receipt of a Company

Order and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.

Section 10.05.

Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee. In addition to the documents required by Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive

evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized by the Indenture; such Opinion of Counsel to include a customary legal opinion stating that such

supplemental indenture is the valid and binding obligation of the Company, subject to customary exceptions and qualifications. The Trustee shall have no responsibility for determining whether any amendment or supplemental indenture will or may have

an adverse effect on any Holder.

ARTICLE 11

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 11.01. Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company

shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale,

conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) (each, a “Business Combination Event”) unless:

(a) the resulting, surviving or transferee Person (the “Successor Entity”), if not the Company, shall be a Qualified

Successor Entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and the Successor Entity (if not the Company) shall expressly assume, by supplemental indenture (which shall

conform to the provisions of the Trust Indenture Act as then in effect) all of the obligations of the Company under the Notes and the Indenture; and

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

under the Indenture.

For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the

properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the

Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Section 11.02. Successor Entity to Be Substituted. In case of any such Business Combination Event and upon the assumption

by the Successor Entity, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and

punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Company, such Successor

Entity (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, shall be substituted for the Company, with

the same effect as if it had been named herein as the party of the first part, and may thereafter exercise every right and power of the Company under the Indenture. Such Successor Entity thereupon may cause to be signed, and may issue either in its

own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of

such Successor Entity instead of the Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that

previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the

Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the

execution hereof. In the event of any Business Combination Event (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Supplemental Indenture (or any

successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as

obligor and maker of the Notes and from its obligations under the Indenture and the Notes. In case of any Business Combination Event, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may

be appropriate.

ARTICLE 12

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND

DIRECTORS

Section 12.01. Indenture and Notes Solely Corporate Obligations. No recourse for the payment

of the principal of or accrued and unpaid interest on any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or in any

supplemental indenture or in any Note, nor because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, Officer or director or Subsidiary, as such, past, present or future, of

the Company or of any successor entity, either directly or through the Company or any successor entity, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being

expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Supplemental Indenture and the issue of the Notes.

ARTICLE 13

[INTENTIONALLY OMITTED]

ARTICLE 14

CONVERSION OF NOTES

Section 14.01. Conversion Privilege.

(a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s

option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the

Maturity Date, in each case, at an initial conversion rate of 90.2242 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in

accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).

(b) If, prior to the

close of business on the Business Day immediately preceding April 1, 2032, the Company elects to:

(i) distribute to

all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than

60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive

Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or

(ii) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to

purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith,

exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution,

then, in

either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 36 Scheduled Trading Days prior to the Ex-Dividend Date for

such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or

will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for

conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all

conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces

that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice.

Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 29th Scheduled Trading Day immediately preceding the

relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 55 Scheduled Trading Days prior to the related Redemption Date, then prior to close of

business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result thereof, convertible on account of

the related Notice of Redemption in accordance with the provisions of the Indenture), then the Notes converted by such Holder during the related Redemption Period will be deemed to be a Note called for Optional Redemption (“Deemed

Redemption”). Such conversion will be deemed “in connection with” the relevant Notice of Redemption pursuant to Section 14.03(a), and the Company will, under certain circumstances, increase the Conversion Rate for such

Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem less than all of the outstanding Notes in an Optional Redemption pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled

to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period.

Section 14.02. Conversion Procedure; Settlement Upon Conversion.

(a) Subject to this Section 14.02, Section 14.03(b) and Section 14.07(a), upon conversion of any Note, the Company shall

satisfy its Conversion Obligation by paying or delivering, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock,

together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) or a combination of cash and shares of Common

Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Combination Settlement”), at its election, as set forth in

this Section 14.02.

(i) All conversions of Called Notes for which the relevant Conversion Date occurs during the

related Redemption Period, and all conversions for which the relevant Conversion Date occurs on or after April 1, 2032, shall be settled using the same Settlement Method.

(ii) Except for any conversions of Called Notes for which the relevant Conversion Date occurs during the related Redemption

Period, and any conversions for which the relevant Conversion Date occurs on or after April 1, 2032, and except to the extent the Company has irrevocably elected Physical Settlement pursuant to Section 14.01(b) in a notice as described in

such Section or has previously made an Irrevocable Election with respect to all subsequent conversions of the Notes pursuant to the second paragraph of Section 14.02(a)(iii), the Company shall use the same Settlement Method for all conversions

with the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions with different Conversion Dates.

(iii) If, in respect of any Conversion Date (or any conversions of Called

Notes for which the relevant Conversion Date occurs during the related Redemption Period, or any conversions for which the relevant Conversion Date occurs on or after April 1, 2032 or for which the Company has irrevocably elected Physical

Settlement pursuant to Section 14.01(b) in a notice as described in such Section), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date (or such

period, as the case may be), the Company shall deliver such Settlement Notice to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the close of business on the Trading Day immediately following the

relevant Conversion Date (or, in the case of any conversions (A) of Called Notes for which the relevant Conversion Date occurs during the related Redemption Period, in the related Notice of Redemption, (B) of Notes for which the relevant

Conversion Date occurs on or after April 1, 2032, no later than April 1, 2032 or (C) for which the Company has irrevocably elected Physical Settlement pursuant to Section 14.01(b), in a notice as described in such Section or for

which the Company has previously made an Irrevocable Election with respect to all subsequent conversions of the Notes, as described in the next succeeding paragraph). If the Company does not elect a Settlement Method prior to the deadline set forth

in the immediately preceding sentence, the Company shall no longer have the right to elect a Settlement Method with respect to any conversion on such Conversion Date or during such period, and the Company shall be deemed to have elected the Default

Settlement Method with respect to such conversion. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar

Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing (or is deemed to have elected) Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per

$1,000 principal amount of Notes to be converted in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. For the avoidance of doubt, the Company’s failure to timely elect a

Settlement Method or specify as applicable a Specified Dollar Amount shall not constitute a Default under the Indenture.

By written notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee), the Company may, from time to

time, change the Default Settlement Method prior to April 1, 2032. By notice to all Holders, the Company may, prior to April 1, 2032, at its option, irrevocably elect to satisfy its Conversion Obligation with respect to the Notes through

any Settlement Method that the Company is then permitted to elect, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per

$1,000 principal amount of Notes at or above a specific amount set forth in such election notice (any such election, an “Irrevocable Election”). If the Company changes the Default Settlement Method or the Company irrevocably

elects to fix the

Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specific amount, the

Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent (if other than the Trustee), in writing, of such Specified Dollar Amount no later than the

relevant deadline for election of a specified Settlement Method as set forth in the immediately preceding paragraph, or, if the Company does not timely notify Holders, such Specified Dollar Amount will be the specific amount set forth in the change

or election notice or, if no specific amount was set forth in the change or election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. A change in the Default Settlement Method or an Irrevocable Election shall

apply for all conversions of Notes with Conversion Dates occurring subsequent to delivery of such notice; provided, however, that no such change or election will affect any Settlement Method theretofore elected (or deemed to be

elected) with respect to any Note. For the avoidance of doubt, such an Irrevocable Election, if made by the Company, will be effective without the need to amend this Supplemental Indenture or the Notes, including pursuant to Section 10.01(m).

However, the Company may nonetheless choose to execute such an amendment at its option. If the Company changes the Default Settlement Method or if the Company irrevocably fixes the Settlement Method pursuant to this paragraph, then, concurrently

with providing notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such change or election, the Company shall either post the Default Settlement Method or fixed Settlement Method, as the case may be, on its website

or disclose the same in a current report on Form 8-K (or any successor form) that is filed with the Commission.

(iv) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes

(the “Settlement Amount”) shall be computed as follows:

(A) if the Company elects (or is deemed to have

elected) to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common

Stock equal to the Conversion Rate in effect on the Conversion Date;

(B) if the Company elects (or is deemed to have

elected) to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of

the Daily Conversion Values for each of the 30 consecutive Trading Days during the related Observation Period; and

Conversion Obligation in respect of such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, to the converting Holder in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount

equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive Trading Days during the related Observation Period.

(v) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the

Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts (if applicable), the Daily Conversion Values (if applicable) and the amount of cash payable in lieu of delivering

any fractional share of Common Stock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts (if applicable), the Daily Conversion Values (if applicable) and the amount of cash

payable in lieu of delivering any fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

(b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall

(i) in the case of a Global Note, comply with the applicable procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set

forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile, PDF or other

electronic transmission thereof) (a notice pursuant to the applicable procedures of the Depositary or a notice as set forth in the Form of Notice of Conversion, a “Notice of Conversion”) at the office of the Conversion Agent and

state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the

Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish

appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and if

different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notes may be surrendered for conversion by a Holder thereof if such Holder has also delivered a

Specified Repurchase Date Right Notice or a Fundamental Change Repurchase Notice to the Paying Agent or the Company, as applicable, in respect of such Notes and has not validly withdrawn such Specified Repurchase Date Right Notice or Fundamental

Change Repurchase Notice, as applicable, in accordance with Section 15.03.

If more than one Note shall be surrendered for conversion

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

on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 14.03(b) and Section 14.07(a), the Company shall pay or

deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement (provided that, with respect

to any Conversion Date following the Regular Record Date immediately preceding the Maturity Date where Physical Settlement applies to the related conversion, the Company shall settle any such conversion on the Maturity Date), or on the second

Business Day immediately following the last Trading Day of the Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to a converting Holder, the Company shall issue or cause to be issued, and deliver

(if applicable) to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary, in satisfaction of

the Company’s Conversion Obligation.

(d) In case any Note shall be surrendered for partial conversion, the Company shall execute

and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered

Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge

required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion.

(e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue

or delivery of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may

refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the

immediately preceding sentence.

(f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of

Common Stock issued upon the conversion of any Note as provided in this Article 14.

(g) Upon the conversion of an interest in a Global

Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of

Notes effected through any Conversion Agent other than the Trustee.

(h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and

unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any,

to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a

conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close

of business on a Regular Record Date, and prior to the open of business on the corresponding Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on

such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following

Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately

preceding the Maturity Date; (2) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the second Business Day immediately succeeding the corresponding Interest Payment Date; (3) if the

Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any overdue interest, if

any overdue interest exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date shall receive the full interest payment

due on the Maturity Date in cash regardless of whether their Notes have been converted following such Regular Record Date.

(i) The Person

in whose name the shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by

Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no

longer be a Holder of such Notes surrendered for conversion.

(j) The Company shall not issue any fractional share of Common Stock upon

conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement) or based on the

Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected) Combination Settlement, the full

number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in

cash.

Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in

Connection with Make-Whole Fundamental Changes or a Notice of Redemption.

(a) If (i) the Effective Date of a Make-Whole

Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or (ii) the Company delivers a Notice of Redemption as provided under Section 16.02 and a

Holder elects to convert its Called Notes in connection with such Notice of Redemption, as the case may be, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a

number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” a Make-Whole Fundamental Change if the

relevant Conversion Date occurs during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the

case of an Exempted Fundamental Change or a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective

Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). A conversion of Notes shall be deemed for these purposes to be “in connection with” a Notice of Redemption if such

Notes are Called Notes with respect to such Notice of Redemption and the relevant Conversion Date occurs during the related Redemption Period. For the avoidance of doubt, if the Company elects to redeem less than all of the outstanding Notes in an

Optional Redemption pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to an increase in the Conversion Rate for conversions of such Notes (on account of the Notice of Redemption) during the applicable

Redemption Period.

(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Notice of

Redemption, the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02; provided, however, that if, at the

effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes

following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of

converted Notes equal to the Conversion Rate (including any increase to reflect the Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the second

Business Day following the Conversion Date. The Company shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Effective Date of any Make-Whole Fundamental Change no later than five Business Days

after such Effective Date.

for conversions in connection with a Make-Whole Fundamental Change or a Notice of Redemption shall be determined by reference to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective or the date

the Company delivers the Notice of Redemption, as the case may be (in each case, the “Effective Date”), and the price (the “Stock Price”) paid (or deemed to be paid) per share of the Common Stock in the

Make-Whole Fundamental Change or determined with respect to the Notice of Redemption, as the case may be. If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause

(b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five consecutive Trading Day

period ending on, and including, the Trading Day immediately preceding the applicable Effective Date. If a conversion of Called Notes during a Redemption Period would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder

of any such Notes to be converted shall be entitled to a single increase to the Conversion Rate with respect to the first to occur of the Effective Date of the Notice of Redemption or the Make-Whole Fundamental Change, as applicable, and the later

event shall be deemed not to have occurred for purposes of such conversion for purposes of this Section 14.03.

(d) The Stock Prices

set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such

adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number

of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 14.04.

(e) The following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased per $1,000 principal amount

of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date set forth below:

Make-Whole

Fundamental

Change

Effective

Date

Stock Price

$8.21

$9.00

$10.00

$11.08

$12.00

$13.00

$14.41

$15.00

$16.00

$20.00

$30.00

$40.00

June 15, 2026

31.5784

28.9156

23.7820

19.4513

16.4958

13.8615

10.9181

9.8960

8.3900

4.3355

0.5457

0.0000

July 1, 2027

31.5784

28.9156

23.7820

19.4513

16.4958

13.8469

10.7876

9.7347

8.1925

4.1120

0.4583

0.0000

July 1, 2028

31.5784

28.9156

23.7820

19.4513

16.2933

13.4108

10.2748

9.2100

7.6650

3.6800

0.3390

0.0000

July 1, 2029

31.5784

28.9156

23.6900

18.4594

15.0658

12.1731

9.1027

8.0793

6.6144

2.9610

0.1647

0.0000

July 1, 2030

31.5784

26.4767

20.5470

15.7825

12.6883

10.0608

7.2991

6.3900

5.1025

2.0200

0.0200

0.0000

July 1, 2031

31.5784

24.7322

17.9740

12.7996

9.6258

7.0900

4.6315

3.8780

2.8681

0.7845

0.0000

July 1, 2032

31.5784

20.8869

9.7758

0.0000

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

(i) if the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in

the table, the number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier

and later Effective Dates, as applicable, based on a 365-day year;

(ii) if the

Stock Price is greater than $40.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the

Conversion Rate; and

(iii) if the Stock Price is less than $8.21 per share (subject to adjustment in the same manner as

the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.

Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 121.8026 shares of Common Stock, subject to

adjustment in the same manner as the Conversion Rate pursuant to Section 14.04.

(f) Nothing in this Section 14.03 shall prevent

an adjustment to the Conversion Rate that would otherwise be required pursuant to Section 14.04 in respect of a Make-Whole Fundamental Change.

Section 14.04. Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company if any

of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange

offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a

number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

(a) If the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Company

effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:

where,

CR0

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

combination, as applicable;

CR’

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

OS0

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

OS’

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

Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the

type described in this Section 14.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the

Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(b) If the Company distributes to

all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution,

to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day

immediately preceding the date of announcement of such distribution, the Conversion Rate shall be increased based on the following formula:

where,

CR0

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

CR’

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

OS0

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

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

the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive

Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the distribution of such rights, options or warrants.

Any increase made under this Section 14.04(b) shall be made successively whenever any such rights, options or warrants

are distributed and shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. To the extent that shares of the Common Stock are not delivered after the

expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis

of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such distribution had not occurred.

For purposes of this Section 14.04(b) and

for the purpose of Section 14.01(b)(i), in determining whether any rights, options or warrants entitle the holders of Common Stock to subscribe for or purchase shares of the Common Stock at a price per share that is less than such average of

the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, and in determining the aggregate offering

price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if

other than cash, to be determined by the Company in good faith.

its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or

issuances (including share splits) as to which an adjustment was effected (or would have been effected but for the 1% Exception) pursuant to Section 14.04(a) or Section 14.04(b), (ii) except as otherwise provided in Section 14.11,

rights issued pursuant to any stockholder rights plan of the Company then in effect, (iii) distributions of Reference Property in exchange for, or upon conversion of, Common Stock in a Share Exchange Event, (iv) dividends or distributions

paid exclusively in cash as to which the provisions set forth in Section 14.04(d) shall apply, and (v) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital Stock,

evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following

formula:

where,

CR0

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

CR’

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

SP0

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

FMV

the fair market value (as determined by the Company in good faith) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

Any increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of

business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such

distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the

foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed

Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution.

With respect to an adjustment pursuant to this Section 14.04(c) where there has been a payment of a dividend or other distribution on the

Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national

securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula:

where,

CR0

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

CR’

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

FMV0

the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last

Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the

Spin-Off (the “Valuation Period”); and

MP0

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

The increase to the Conversion Rate under the preceding paragraph shall occur at the close of business on the

last Trading Day of the Valuation Period; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period, the reference to

“10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any

Trading Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, the reference to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as

have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, such Trading Day in determining the Conversion Rate as of such Trading Day of

such Observation Period. If any dividend or distribution that constitutes a Spin-Off is declared but not so paid or made, the Conversion Rate shall be immediately decreased, effective as of the date the Board

of Directors determines not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or announced.

For purposes of this Section 14.04(c) (and subject in all respect to Section 14.11), rights, options or warrants distributed by the

Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until

the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances

of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and no adjustment to the Conversion Rate under this Section 14.04(c) will be required) until the occurrence of the earliest Trigger

Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 14.04(c). If any such right, option or

warrant, including any such existing rights, options or warrants distributed prior to the date of this Supplemental Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase

different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect

to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the

holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was

counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 14.04(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or

purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again

be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock

with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights,

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

For purposes of Section 14.04(a), Section 14.04(b) and this Section 14.04(c), if any dividend or distribution to which this

Section 14.04(c) is applicable also includes one or both of:

(A) a dividend or distribution of shares of Common Stock to which

Section 14.04(a) is applicable (the “Clause A Distribution”); or

(B) a dividend or distribution of rights,

options or warrants to which Section 14.04(b) is applicable (the “Clause B Distribution”),

then, in either case, (1) such

dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(c) is applicable (the “Clause C Distribution”) and any

Conversion Rate adjustment required by this Section 14.04(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C

Distribution and any Conversion Rate adjustment required by Section 14.04(a) and Section 14.04(b) with respect thereto shall then be made, except that, if determined by the Company (I) the

“Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and

(II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend

Date or Effective Date” within the meaning of Section 14.04(a) or “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of

Section 14.04(b).

(d) If the Company makes any cash dividend or distribution to all or substantially all

holders of the Common Stock, the Conversion Rate shall be adjusted based on the following formula:

where,

CR0

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

CR’

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

SP0

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

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

Any increase pursuant to this Section 14.04(d) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make or

pay such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than

“SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes it holds, at the same time and upon the

same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the

Ex-Dividend Date for such cash dividend or distribution.

(e) If the Company or any of its

Subsidiaries make a payment in respect of a tender or exchange offer for the Common Stock that is subject to the then applicable tender offer rules under the Exchange Act (other than any odd-lot tender offer),

to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on,

and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be increased based on the following formula:

where,

CR0

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

CR’

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

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

OS0

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

tender or exchange offer);

OS’

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

exchange offer); and

SP’

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

The increase to the Conversion Rate under this Section 14.04(e) shall occur at the close of business on

the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that (x) in respect of any conversion of Notes for which Physical Settlement is

applicable, if the relevant Conversion Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or

“10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date that such tender or exchange offer expires to, and

including, the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation

Period for such conversion and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th” in the

preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date of such tender or exchange offer to, and including, such Trading Day in

determining the Conversion Rate as of such Trading Day of such Observation Period.

If the Company or one of its Subsidiaries is obligated

to purchase shares of Common Stock pursuant to any such tender or exchange offer described in this Section 14.04(e) but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchase or all such

purchases are rescinded, the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made or had been made only in respect of the purchases that have been made.

(f) Notwithstanding this Section 14.04 or any other provision of the Indenture or the

Notes, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or

prior to the related Record Date would be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described under Section 14.02(i) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment provisions in this Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date

shall not be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event

giving rise to such adjustment.

(g) Except as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares

of the Common Stock or any securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such convertible or exchangeable securities.

(h) In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and subject to applicable

exchange listing rules, the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Company determines that such increase would be in the Company’s best interest. In addition,

subject to applicable exchange listing rules, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a

dividend or distribution of shares of Common Stock (or rights to acquire shares of Common Stock) or similar event.

(i) Notwithstanding

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

(i) upon the issuance of any

shares of Common Stock at a price below the Conversion Price or otherwise, other than any such issuance described in clause (a), (b) or (c) of this Section 14.04;

(ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of

dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(iii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or

future employee, director or consultant benefit or incentive plan or program (including pursuant to any evergreen plan) of or assumed by the Company or any of the Company’s Subsidiaries;

(iv) upon the issuance of any shares of the Common Stock pursuant to any

option, warrant, right or exercisable, exchangeable or convertible security (including any adjustment to the conversion rate thereof), including the issuance of any shares of Common Stock upon the redemption, conversion or settlement of any shares

of the Company’s preferred stock (or any securities issued in connection with the redemption or settlement of any such shares of the Company’s preferred stock or similar securities), in each case, not described in clause (iii) of

this subsection and outstanding as of the date the Notes were first issued;

(v) for a third-party tender offer by any

party other than a tender offer by one or more of the Company’s Subsidiaries as described in clause (e) of this Section 14.04;

(vi) upon the repurchase of any shares of Common Stock pursuant to an open market share purchase program or other buy-back transaction, including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives, or other buy-back

transaction, that is not a tender offer or exchange offer of the kind described under clause (e) of this Section 14.04;

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

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

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

(k) If an adjustment to the Conversion Rate otherwise

required by this Section 14.04 would result in a change of less than 1% to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred

adjustments must be given effect immediately upon the earliest to occur of the following: (i) when all such deferred adjustments would result in an aggregate change of at least 1% to the Conversion Rate, (ii) on the Conversion Date for any

Notes (in the case of Physical Settlement), (iii) on each Trading Day of any Observation Period related to any conversion of Notes (in the case of Cash Settlement or Combination Settlement), (iv) April 1, 2032, (v) on any date on which the

Company delivers a Notice of Redemption and (vi) on the effective date of any Fundamental Change and/or Make-Whole Fundamental Change, in each case, unless the adjustment has already been made. The provisions described in the preceding sentence

are referred to herein as the “1% Exception.”

(l) Whenever the Conversion Rate is adjusted as herein provided, the

Company shall promptly file with the Trustee (and the Conversion Agent if not the Trustee) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such

adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officer’s Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that

the

last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate

setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall deliver such notice of such adjustment of the Conversion Rate to each Holder. Failure to deliver such notice shall not affect the legality

or validity of any such adjustment.

(m) For purposes of this Section 14.04, the number of shares of Common Stock at any time

outstanding shall not include shares of Common Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, but shall include

shares of Common Stock issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 14.05. Adjustments of Prices. Whenever any provision of the Indenture requires the Company to calculate the Last

Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including, without limitation, an Observation Period and the period, if any, for determining the Stock Price for

purposes of a Make-Whole Fundamental Change or a Notice of Redemption), the Company shall, in good faith, make appropriate adjustments (without duplication in respect of any adjustment made pursuant to Section 14.04) to each to account for any

adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date, as the case may be, of the

event occurs at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.

Section 14.06. Shares to Be Fully Paid. The Company shall at all times reserve, free from preemptive rights, out of its

authorized but unissued shares or shares held in treasury, a number of shares of Common Stock equal to the product of (a) the number of outstanding Notes and (b) the Conversion Rate (assuming the Conversion Rate has been increased by the

maximum number of Additional Shares pursuant to Section 14.03), to provide for conversion of the Notes from time to time as such Notes are presented for conversion.

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

(a) In the case of:

(i) any recapitalization, reclassification or change of the Common Stock (other than a change to par value, or from par value

to no par value, or changes resulting from a subdivision or combination),

(ii) any consolidation, merger, combination or

similar transaction involving the Company,

(iii) any sale, lease or other transfer to a third party of the consolidated

assets of the Company and the Company’s Subsidiaries substantially as an entirety or

(iv) any statutory share exchange,

in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including

cash or any combination thereof) (any such event, a “Share Exchange Event”), then, at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a

right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the

Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of

Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event and, prior to or at the effective time of such Share Exchange Event, the Company or the successor or acquiring Person, as the case

may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the

effective time of the Share Exchange Event (A) the Company or the successor or acquiring Person, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon

conversion of Notes in accordance with Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that

the Company would have been required to deliver upon conversion of the Notes in accordance with Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would

have received in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property that a holder of one share of Common Stock would have received in such Share Exchange Event.

If the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of

consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration

actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common

Stock. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due

upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied

by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the second Business Day immediately following the relevant

Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made.

If the Reference Property in respect of any such Share Exchange Event includes, in whole or

in part, shares of Common Equity or American depositary receipts (or other interests) in respect thereof, such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that

shall be as nearly equivalent as is possible to the adjustments provided for in this Article 14 with respect to the portion of the Reference Property consisting of such Common Equity or American depositary receipts (or other interests) in respect

thereof. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (including any combination thereof), other than cash and/or cash equivalents, of a Person other than the

Company or the successor or acquiring Person, as the case may be, in such Share Exchange Event, then such supplemental indenture shall also be executed by such other Person, if such Person is an Affiliate of the Company or the successor or acquiring

Person, and shall contain such additional provisions to protect the interests of the Holders as the Company shall in good faith reasonably consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set

forth in Article 15.

(b) When the Company executes a supplemental indenture pursuant to subsection (a) of this Section 14.07,

the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share

Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the

execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

(c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this Section 14.07. None of the

foregoing provisions shall affect the right of a Holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 14.01 and Section 14.02

prior to the effective date of such Share Exchange Event.

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

Share Exchange Events.

Section 14.08. Certain Covenants. (a) The Company covenants that all shares of Common

Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

(b) The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require

registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of

the Commission, secure such registration or approval, as the case may be.

any national securities exchange or automated quotation system the Company will list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock issuable upon conversion of the

Notes.

Section 14.09. Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be

under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or

extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be

accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any

other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or

other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the

foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 14.07 relating either to the kind

or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 14.07 or to any adjustment to be made with respect thereto, but,

subject to the provisions of Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the

Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by

Section 14.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 14.01(b) with respect to

the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the

occurrence of any such event or at such other times as shall be provided for in Section 14.01(b).

Section 14.10.

[Intentionally Omitted].

Section 14.11. Stockholder Rights Plans. If the Company has a stockholder

rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon

such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes,

the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of

separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such

rights.

Section 14.12. Exchange in Lieu of Conversion.

(a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct

the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for

exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common

Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If

the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder

surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of

consideration constituting the Conversion Obligation under the Indenture to be paid and/or delivered, as the case may be.

(b) Any Notes

delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay

and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion

Consideration, as, and at the time, required pursuant to the Indenture as if the Company had not made the Exchange Election.

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

ARTICLE 15

REPURCHASE OF NOTES AT OPTION OF

HOLDERS

Section 15.01. Repurchase at Option of Holders on July 8,

2030.

(a) On July 8, 2030 (the “Specified Repurchase Date”), each Holder shall have the right, at such

Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes (the “Specified Repurchase”), or any portion of the principal amount thereof properly surrendered and not validly withdrawn

pursuant to Section 15.03 that is equal to $1,000 or an integral multiple of $1,000, at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Specified Repurchase Date

(the “Specified Repurchase Date Repurchase Price”).

(b) Repurchases of Notes under this Section 15.01 shall be

made, at the option of the Holder thereof, upon:

(i) delivery to the Paying Agent by a Holder of a duly completed notice

(the “Specified Repurchase Date Right Notice”) in the form set forth in Attachment 3 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s applicable

procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Specified Repurchase Date; and

(ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Specified

Repurchase Date Right Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the applicable procedures

of the Depositary, in each case such delivery or transfer being a condition to receipt by the Holder of the Specified Repurchase Date Repurchase Price therefor.

The Specified Repurchase Date Right Notice in respect of any Physical Notes to be repurchased shall state:

(i) the certificate numbers of the Notes to be delivered for repurchase;

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

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

Indenture;

If the Notes are Global Notes, to exercise the Specified Repurchase right, Holders must surrender their Notes in accordance

with applicable procedures of the Depositary.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent

the Specified Repurchase Date Right Notice contemplated by this Section 15.01 shall have the right to withdraw, in whole or in part, such Specified Repurchase Date Right Notice at any time prior to the close of business on the Business Day

immediately preceding the Specified Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03.

The Paying Agent shall promptly notify the Company of the receipt by it of the Specified

Repurchase Date Right Notice or written notice of withdrawal thereof.

Repurchase Date, the Company shall provide to all Holders and the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee) the Specified Repurchase Date Right Notice and of the repurchase right at

the option of the Holders. In the case of Physical Notes, such notice shall be delivered by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary.

Simultaneously with providing such notice, the Company shall publish such information on the Company’s website or through such other public medium as the Company may use at that time. The Specified Repurchase Date Right Notice shall specify,

among other things:

(i) the last date on which a Holder may exercise the repurchase right pursuant to this

Section 15.01;

(ii) the Specified Repurchase Date Repurchase Price;

(iii) the Specified Repurchase Date;

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

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

No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the

validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.01.

At the Company’s written request

given at least five (5) Business Days before such notice is to be sent (or such shorter period as shall be acceptable to the Trustee), the Trustee shall give such notice in the Company’s name and at the Company’s expense;

provided, however, that, in all cases, the text of such Specified Repurchase Date Right Notice shall be prepared by the Company.

(d) Notwithstanding the foregoing, no Notes may be repurchased by the Company on the Specified Repurchase Date if the principal amount of the

Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Specified Repurchase Date Repurchase Price with

respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the

payment of the Specified Repurchase Date Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the applicable procedures of the Depositary shall be deemed to have been cancelled,

and, upon such return or cancellation, as the case may be, the Specified Repurchase Date Right Notice with respect thereto shall be deemed to have been withdrawn.

Section 15.02. Repurchase at Option of Holders Upon a Fundamental

Change.

(a) Subject to Section 15.02(f), if a Fundamental Change occurs at any time, each Holder shall have the right, at

such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to

$1,000 or an integral multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental

Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase

Price”) (unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of

accrued and unpaid interest to Holders of record as of the close of business on such Regular Record Date on, or at the Company’s election, before such Interest Payment Date, and the Fundamental Change Repurchase Price shall be equal to 100% of

the principal amount of Notes to be repurchased pursuant to this Section 15.02).

(b) Repurchases of Notes under this

Section 15.02 shall be made, at the option of the Holder thereof, upon:

(i) delivery to the Paying Agent by a Holder

of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the

Depositary’s applicable procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date;

and

(ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the

Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the applicable

procedures of the Depositary, in each case, such delivery or transfer being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.

The Fundamental Change Repurchase Notice in respect of any Physical Notes to be repurchased

shall state:

(i) the certificate numbers of the Notes to be delivered for repurchase;

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

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

Indenture.

If the Notes are Global Notes, to exercise the Fundamental Change repurchase right, Holders must surrender their Notes in accordance with

applicable procedures of the Depositary.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the

Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately

preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03.

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

withdrawal thereof.

Company shall provide to all Holders and the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the

effective date of the Fundamental Change and of the resulting repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be delivered by first class mail or, in the case of Global

Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Simultaneously with providing such notice, the Company shall publish such information on the Company’s website or through such other public

medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify:

(i) the events causing

the Fundamental Change;

(ii) the effective date of the Fundamental Change;

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

(iv) the Fundamental Change Repurchase Price;

(v) the Fundamental Change Repurchase Date;

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

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

Conversion Rate as a result of the Fundamental Change (or related Make-Whole Fundamental Change);

(viii) that the Notes

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

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

No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the

validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02.

At the Company’s written request

provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company.

(d) Notwithstanding anything to the contrary in this Article 15, the Company shall not be required to repurchase, or to make an offer to

repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth in this Article 15 and such

third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth above.

(e) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental

Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental

Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a

Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the applicable procedures of the Depositary shall be deemed to

have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

(f) Notwithstanding anything to the contrary in this Section 15.02, the Company shall

not be required to send a Fundamental Change Company Notice, or offer to repurchase or repurchase any Notes, as set forth in this Article 15, in connection with a Fundamental Change occurring pursuant to clause (b)(A) or (B) of the definition

thereof, if: (i) such Fundamental Change constitutes a Share Exchange 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 14.07 and, if applicable, Section 14.03) into consideration that consists solely of U.S. dollars in an amount per $1,000 principal amount of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 principal

amount of Notes (calculated assuming that the same includes the maximum amount of accrued but unpaid interest payable as part of the Fundamental Change Repurchase Price for such Fundamental Change); and (iii) the Company timely sends the notice

required pursuant to Section 14.03(b). Any Fundamental Change with respect to which, in accordance with the provisions described in this Section 15.02(f), the Company does not offer to repurchase any Notes is referred to as herein as an

“Exempted Fundamental Change.” For the avoidance of doubt, the maximum amount of accrued interest referred to in clause (ii) above will be determined (A) by assuming that the Fundamental Change Repurchase Date occurs on

the latest possible date permitted for the applicable Fundamental Change pursuant to the provisions of this Section 15.02; and (B) without regard to the parenthetical in Section 15.02(a) relating to a Fundamental Change Repurchase

Date that falls after a Regular Record Date and prior to the corresponding Interest Payment Date.

Section 15.03. Withdrawal of

Repurchase Notice. (a) A Repurchase Notice may be withdrawn (in whole or in part) in respect of Physical Notes by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent in accordance with

this Section 15.03 at any time prior to the close of business on the Business Day immediately preceding the Specified Repurchase Date or the Fundamental Change Repurchase Date, as applicable, specifying:

(i) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which must be $1,000

or an integral multiple thereof,

(ii) the certificate number of the Note in respect of which such notice of withdrawal is

being submitted, and

(iii) the principal amount, if any, of such Note that remains subject to the original Specified

Repurchase Date Right Notice or Fundamental Change Repurchase Notice, as applicable, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000;

If the Notes are Global Notes, Holders must withdraw their Notes subject to repurchase at any time prior to the close of business on the Business Day

immediately preceding the Specified Repurchase Date or the Fundamental Change Repurchase Date, as applicable, in accordance with applicable procedures of the Depositary.

Section 15.04. Deposit of Repurchase Price. (a) The Company will

deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on

the Specified Repurchase Date or the Fundamental Change Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the applicable Repurchase Price. Subject to receipt of funds and/or Notes by

the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not validly withdrawn prior to the close of business on the Business Day immediately preceding the applicable Repurchase Date) will be

made on the later of (i) the related Repurchase Date (provided the Holder has satisfied the conditions in Section 15.01 or Section 15.02, as applicable), and (ii) the time of book-entry transfer or the delivery of such

Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 15.01 or Section 15.02, as applicable, by mailing checks for the amount payable to the Holders of such Notes

entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee

shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the applicable Repurchase Price.

(b) If by 11:00 a.m. New York City time, on the applicable Repurchase Date, the Trustee (or other Paying Agent appointed by the Company) holds

money sufficient to pay the applicable Repurchase Price (and, to the extent not included in the such Repurchase Price, accrued and unpaid interest, if applicable) of the Notes to be repurchased on such Repurchase Date, then, with respect to the

Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes will cease to be outstanding, (ii) interest, if any, will cease to accrue on such Notes (whether or not book-entry transfer of the

Notes has been made or whether or not the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the applicable Repurchase Price and, to

the extent not included in such Repurchase Price, accrued and unpaid interest, if applicable).

repurchased in part pursuant to Section 15.01 or Section 15.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased

portion of the Note surrendered.

Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In

connection with any repurchase offer upon the Specified Repurchase or a Fundamental Change pursuant to this Article 15, the Company will, if required:

(a) comply with the tender offer rules under the Exchange Act that may then be applicable;

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

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

repurchase the Notes;

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

and in the manner specified in this Article 15.

To the extent that the provisions of any securities laws or regulations enacted or

adopted after the date of this Supplemental Indenture conflict with the provisions of the Indenture relating to the Company’s obligations to repurchase the Notes upon the Specified Repurchase or a Fundamental Change, the Company shall comply

with such securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of the Indenture by virtue of such conflict.

ARTICLE 16

OPTIONAL REDEMPTION

Section 16.01. Optional Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company

prior to July 6, 2029. The Company may, at its option, redeem (an “Optional Redemption”) for cash all or any portion of the Notes (subject to the Partial Redemption Limitation), on a Redemption Date on or after July 6,

2029, at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period

(including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Notice of Redemption in accordance with Section 16.02.

Section 16.02. Notice of Redemption; Selection of Notes.

(a) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes, pursuant to

Section 16.01, it shall fix a date for such Optional Redemption (each a “Redemption Date”) and it or, at its written request received by the Trustee not less than five Business Days prior to the date such Notice of Redemption

is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a written notice of such Optional Redemption (a

“Notice of Redemption”) not less than 35 nor more than 55 Scheduled Trading Days prior to the applicable Redemption Date to each Holder; provided, however, that, if the Company shall give such notice, it shall also

give written notice of the Redemption Date to the Trustee, the Paying Agent (if other than the Trustee) and the Conversion Agent (if other than the Trustee); provided further that if, in accordance with the provisions of

Section 14.02(a)(iii), the Company elects through delivery of a Settlement Notice to settle all conversions of Called Notes with a Conversion Date that occurs during the related Redemption Period by Physical Settlement, then the Company may

instead elect to choose a Redemption Date that is a Business Day not less than 15 calendar days nor more than 55 Scheduled Trading Days after the date the Company sends such Notice of Redemption. The Redemption Date set forth in the relevant Notice

of Redemption must be a Business Day that is scheduled to be a Business Day as of the date of such Notice of Redemption, and the Company may not specify a Redemption Date that falls on or after the

31st Scheduled Trading Day immediately preceding the Maturity Date.

(b) The Notice of Redemption, if delivered in the manner herein provided, shall be

conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Notice of Redemption or any defect in the Notice of Redemption to the Holder of any Note designated for Optional

Redemption (as a whole or in part) shall not affect the validity of the proceedings for the redemption of any other Note.

of Redemption shall specify:

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that

interest thereon, if any, shall cease to accrue on and after payment of the Redemption Price in full on the Redemption Date;

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

(v) that Holders of Called Notes may surrender such Notes for conversion at any time during the related Redemption Period;

(vi) the procedures a converting Holder must follow to convert its Called Notes and the Settlement Method and Specified Dollar

Amount, if applicable;

(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the

Conversion Rate in accordance with Section 14.03;

(viii) the CUSIP, ISIN or other similar numbers, if any, assigned

to such Notes; and

(ix) in case any Note is to be redeemed in part only in an Optional Redemption, the portion of the

principal amount thereof to be redeemed and on and after the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued.

A Notice of Redemption shall be irrevocable.

(d) In connection with an Optional Redemption, if the Company elects to redeem less than all of the outstanding Notes, at least $75,000,000

aggregate principal amount of Notes must be outstanding and not subject to Optional Redemption as of, and after giving effect to the delivery of, the relevant Notice of Redemption (such requirement, the “Partial Redemption

Limitation”). If less than all of the outstanding Notes are to be redeemed in an Optional

Redemption and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected by the Depositary in accordance with the applicable procedures of the Depositary. If less than

all of the outstanding Notes are to be redeemed in an Optional Redemption and the Notes to be redeemed are not Global Notes, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or multiples thereof)

by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate. If any Note selected for partial redemption in an Optional Redemption is submitted for conversion in part after such selection, the portion of

the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption, subject, in the case of Notes represented by a Global Note, to the Depositary’s applicable procedures.

Section 16.03. Payment of Notes Called for Redemption.

(a) If any Notice of Redemption has been given in respect of all or any part of the Notes in accordance with Section 16.02, the Notes so

subject to redemption shall become due and payable on the Redemption Date at the place or places stated in the Notice of Redemption and at the applicable Redemption Price. On presentation and surrender of the Notes to be redeemed at the place or

places stated in the Notice of Redemption, such Notes shall be paid and redeemed by the Company at the applicable Redemption Price. Upon surrender of a Note that is to be redeemed in part in an Optional Redemption pursuant to Section 16.01, the

Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unredeemed portion of the Note surrendered.

(b) Prior to 11:00 a.m. New York City time on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company or a

Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 7.05, an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption

Price of all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such

payment and upon written demand by the Company, return to the Company any funds in excess of the Redemption Price.

Section 16.04.

Restrictions on Redemption. The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of the Indenture, and such acceleration has not been rescinded, on or prior to

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

ARTICLE 17

MISCELLANEOUS PROVISIONS

Section 17.01. Provisions Binding on Company’s Successors. All the covenants, stipulations, promises

and agreements of the Company contained in the Indenture shall bind its successors and assigns whether so expressed or not.

Section 17.02. Official Acts by Successor Entity. Any act or proceeding by any provision of the Indenture authorized or

required to be done or performed by any board, committee or Officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation or other entity that shall at the time be

the lawful sole successor of the Company.

Section 17.03. Addresses for Notices, Etc. Any notice or demand that by any

provision of the Indenture is required or permitted to be given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served by overnight courier or by being

deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another address is filed by the Company with the Trustee) to PureCycle Technologies, Inc., 20 N Orange Avenue, Suite 106, Orlando, Florida,

Attention: Chief Financial Officer, with a copy to the Corporate Secretary. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or served by

being deposited postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF format to an email address specified by the Trustee.

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

Any notice or communication delivered or to be delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage

prepaid, at its address as it appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or communication delivered or to be delivered to a Holder of Global Notes shall be delivered in

accordance with the applicable procedures of the Depositary and shall be sufficiently given to it if so delivered within the time prescribed. Notwithstanding any other provision of the Indenture or any Note, where the Indenture or any Note provides

for notice of any event (including any Notice of Redemption, any Specified Repurchase Date Right Notice or any Fundamental Change Company Notice) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if

given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with the Depositary’s applicable procedures.

Failure to mail or deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other

Holders. If a notice or communication is mailed or delivered, as the case may be, in the manner provided above, it is duly given, whether or not the addressee receives it.

In case by reason of the suspension of regular mail service or by reason of any other cause

it shall be impracticable to give such notice to Holders by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 17.04. Governing Law; Jurisdiction. THE INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING

UNDER OR RELATED TO THE INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal

action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with the Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United

States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive

jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have

to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with the Indenture brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan,

New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 17.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any

application or demand by the Company to the Trustee to take any action under any of the provisions of the Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate stating that such action is

permitted by the terms of the Indenture.

Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the

Company in the Indenture and delivered to the Trustee with respect to compliance with the Indenture (other than the Officer’s Certificates provided for in Section 4.08, Section 7.02(h) and Section 8.04) shall include (a) a

statement that the person signing such certificate is familiar with the requested action and the Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such

certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted

by the Indenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by the Indenture and that all conditions precedent to such action have been complied with; provided that no Opinion of

Counsel shall be

required to be delivered in connection with (1) the original issuance of Notes on the date hereof under the Indenture or (2) a request by the Company that the Trustee deliver a notice

to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public

officials.

Notwithstanding anything to the contrary in this Section 17.05, if any provision in the Indenture specifically provides

that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel.

Section 17.06. Legal Holidays. In any case where any Interest Payment Date, the Specified Repurchase Date, any Fundamental

Change Repurchase Date, any Redemption Date or the Maturity Date is not a Business Day or is a day on which financial institutions located in the state in which the Corporate Trust Office is located are authorized or required by law or executive

order to close or be closed, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day that is not a day on which financial institutions located in the state in which the Corporate

Trust Office is located are authorized or required by law or executive order to close or be closed with the same force and effect as if taken on such date, and no interest shall accrue in respect of the delay.

Section 17.07. No Security Interest Created. Nothing in the Indenture or in the Notes, expressed or implied, shall be

construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

Section 17.08. Benefits of Indenture. Nothing in the Indenture or in the Notes, expressed or implied, shall give to any

Person, other than the Holders, the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under the

Indenture.

Section 17.09. Table of Contents, Headings, Etc. The table of contents and the titles and headings of the articles

and sections of the Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 17.10. Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its

behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Section 2.04, Section 2.05, Section 2.06,

Section 2.07, Section 10.04 and Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by the Indenture and those Sections to authenticate and deliver Notes. For all

purposes of the Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of

the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee

hereunder pursuant to Section 7.08.

Any corporation or other entity into which any authenticating agent may be merged or

converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to all or

substantially all of the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 17.10, without

the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation or other entity.

Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at

any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any

authenticating agent shall cease to be eligible under this Section, the Trustee may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall deliver notice of such

appointment to all Holders.

The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its

services although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable.

The

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

If an authenticating agent is appointed pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the

Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

______________________________,

as Authenticating Agent, certifies that this is one of the Notes described

in the within-named Indenture.

By: __________________________

Authorized Officer

Section 17.11.

Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of

copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the

original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the other

parties hereto shall be deemed to be their original signatures for all purposes.

Section 17.12. Severability. In the event any provision of the Indenture

or in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 17.13. Waiver of Jury Trial. EACH OF THE COMPANY, THE HOLDERS OF THE NOTES, BY THEIR ACCEPTANCE THEREOF, AND THE

TRUSTEE 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 THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 17.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the

performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, pandemics, epidemics, quarantine

restrictions, recognized public emergencies, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being

understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 17.15. Calculations. Except as otherwise provided herein, the Company shall be responsible for making all calculations

called for under the Indenture and the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, the trading price of the Notes, the Daily VWAPs, the Daily Conversion Values, the

Daily Settlement Amounts, accrued interest, if any, payable on the Notes, Additional Interest, if any, payable on the Notes, the Specified Repurchase Date Repurchase Price, the Redemption Price and the Conversion Rate of the Notes. The Company shall

make all these calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee, the Paying Agent

(if other than the Trustee) and the Conversion Agent (if other than the Trustee), and each of the Trustee, the Paying Agent and the Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without

independent verification. The Trustee will forward the Company’s calculations to any Holder of Notes upon the request of that Holder at the sole cost and expense of the Company. The Trustee, Paying Agent and Conversion Agent have no

responsibility for the calculations under the Indenture or the Notes or to verify the Company’s calculations.

Section 17.16. USA PATRIOT Act. The parties hereto acknowledge that in

accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies

each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to the Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the

requirements of the USA PATRIOT Act.

Section 17.17. Electronic Signatures. All notices, approvals, consents, requests and any

communications hereunder must be in writing (provided that any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign (or such other digital

signature provider as specified in writing to Trustee by the authorized representative), in English). The Company agrees 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.

Section 17.18. Trust Indenture Act Controls. If and to the extent that any provision of the Indenture limits, qualifies or

conflicts with the duties imposed by, or another provision included in the Indenture which is required to be included in the Indenture by any of the provisions of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or

incorporated provision shall control.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be

duly executed as of the date first written above.

PURECYCLE TECHNOLOGIES, INC.

By:

/s/ Donald Carpenter

Name: Donald Carpenter

Title: Chief Financial Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/ Christina Bruno

Name: Christina Bruno

Title: Vice President

[Signature Page to

First Supplemental Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

[INCLUDE

FOLLOWING LEGEND IF A GLOBAL NOTE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,

A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

A-1

PureCycle Technologies, Inc.

4.75% Convertible Senior Note due 2032

No. [ ]

[Initially]2 $[ ]

CUSIP No. [ ]

PureCycle Technologies, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the

“Company,” which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]3 [ ]4, or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of Notes”

attached hereto]5 [of $[ ]]6, which amount, taken together with the principal amounts of all other

outstanding Notes, shall not, unless permitted by the Indenture, exceed $287,500,000 in aggregate at any time, in accordance with the rules and applicable procedures of the Depositary, on July 1, 2032, and interest thereon as set forth below.

This Note shall bear interest at the rate of 4.75% per year from June 15, 2026, or from the most recent date to which interest has

been paid or duly provided for to, but excluding, the next scheduled Interest Payment Date until July 1, 2032. Interest is payable semi-annually in arrears on each January 1 and July 1, commencing on January 1, 2027, to Holders

of record at the close of business on the preceding December 15 and June 15 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in Section 6.03 of the within-mentioned

Supplemental Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest (if, in such context, Additional Interest is, was or would be payable pursuant to such Section 6.03),

and any express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made.

Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable

law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance with Section 2.03(c) of the Supplemental Indenture.

The Company shall pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available funds

to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are

Include if a global note.

Include if a physical note.

Include if a global note.

Include if a physical note.

A-2

Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes

and its Corporate Trust Office as a place in the continental United States of America where Notes may be presented for payment or for registration of transfer and exchange.

Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the

Holder of this Note the right to convert this Note into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, on the terms and subject to the limitations set forth in the Indenture. Such further provisions

shall for all purposes have the same effect as though fully set forth at this place.

This Note, and any claim, controversy or dispute

arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of New York.

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

This Note shall

not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating agent under the Indenture.

[Remainder of page intentionally left blank]

A-3

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

PURECYCLE TECHNOLOGIES, INC.

By:

Name:

Title:

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee, certifies that this is one of the Notes described in the within-named Indenture.

By:

Authorized Signatory

A-4

[FORM OF REVERSE OF NOTE]

PureCycle Technologies, Inc.

4.75% Convertible Senior Note due 2032

This Note is one of a duly authorized issue of Notes of the Company, designated as its 4.75% Convertible Senior Notes due 2032 (the

“Notes”), initially limited to the aggregate principal amount of $287,500,000, all issued or to be issued under and pursuant to an Indenture (the “Base Indenture”), dated as of June 15, 2026, and a first

supplemental indenture (as the same may be amended from time to time, the “Supplemental Indenture,” and the Base Indenture, as amended by the Supplemental Indenture, and as the same may be further amended or supplemented from time

to time with respect to the Notes, the “Indenture”), dated as of June 15, 2026, each between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to which Indenture and

all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be

issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.

In case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by

either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set

forth in the Indenture.

Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in

respect of the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date, the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date, the Redemption Price on any Redemption Date and the principal amount on

the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender

for payment of public and private debts.

The Indenture contains provisions permitting the Company and the Trustee in certain

circumstances, without the consent of the Holders of the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced as in the

Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate

principal amount of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences.

A-5

Each Holder shall have the right to receive payment or delivery, as the case may be, of

(x) the principal (including the Redemption Price, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid, if any, interest on,

and (z) the consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful money or shares of Common Stock, as the case may be, herein prescribed, or to institute suit for the enforcement of

any such payment or delivery, as the case may be.

The Notes are issuable in registered form without coupons in denominations of $1,000

principal amount and integral multiples thereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal

amount of Notes of other authorized denominations, without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith as

a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange.

The Notes shall not be redeemable by the Company prior to July 6, 2029. The Notes shall be redeemable at the Company’s option on a

redemption date on or after July 6, 2029 in accordance with the terms and subject to the conditions specified in the Indenture. No sinking fund is provided for the Notes.

On July 8, 2030, the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such

Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Specified Repurchase Date at a repurchase price equal to the Specified Repurchase Date Repurchase Price.

Upon the occurrence of a Fundamental Change (other than an Exempted Fundamental Change), the Holder has the right, at such Holder’s

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

Fundamental Change Repurchase Price.

Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, during

certain periods and upon the occurrence of certain conditions specified in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert any Notes or portion thereof that is

$1,000 or an integral multiple thereof, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the

Indenture.

A-6

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full

according to applicable laws or regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST =

Custodian

TEN ENT = as tenants by the entireties

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

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

A-7

SCHEDULE A7

SCHEDULE OF EXCHANGES OF NOTES

PureCycle Technologies, Inc.

4.75% Convertible Senior Notes due 2032

The initial principal amount of this Global Note is DOLLARS

($[ ]). The following increases or decreases in this Global Note have been made:

Date of exchange

Amount of

decrease in

principal amount

of this Global Note

Amount of

increase in

principal amount

of this Global Note

Principal amount

of this Global Note

following

such

decrease or

increase

Signature of

authorized

signatory of

Trustee or

Custodian

Include if a global note.

A-8

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

To:

U.S. Bank Trust Company, National Association

333 Thornall St ,

Edison, NJ

08837

Attn: PureCycle Technology, Inc. Administrator

The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000

principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and

directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered

to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay

all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Supplemental Indenture. Any amount required to be paid to the undersigned on account of any interest

accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.

Dated:

Signature(s)

Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities

and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder.

Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

Principal amount to be converted (if less than all): $ ,000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Social Security or Other Taxpayer

Identification Number

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

To:

U.S. Bank Trust Company, National Association

333 Thornall St,

Edison, NJ

08837

Attn: PureCycle Technology, Inc. Administrator

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from PureCycle Technologies, Inc. (the

“Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance

with Section 15.02 of the Supplemental Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and

(2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such

Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.

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

Dated:

Signature(s)

Social Security or Other Taxpayer Identification Number

Principal amount to be repaid (if less than all): $ ,000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

ATTACHMENT 3

[FORM OF SPECIFIED REPURCHASE NOTICE]

To:

U.S. Bank Trust Company, National Association

333 Thornall St,

Edison, NJ

08837

Attn: PureCycle Technology, Inc. Administrator

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from PureCycle Technologies, Inc. (the

“Company”) as to the occurrence of Specified Repurchase Date and specifying the Specified Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 15.01 of the

Supplemental Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Specified Repurchase

Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Specified Repurchase Date. Capitalized terms used

herein but not defined shall have the meanings ascribed to such terms in the Indenture.

In the case of Physical Notes, the certificate

numbers of the Notes to be repurchased are as set forth below:

Dated:

Signature(s)

Social Security or Other Taxpayer Identification Number

Principal amount to be repurchased (if less than all): $ ,000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

ATTACHMENT 4

[FORM OF ASSIGNMENT AND TRANSFER]

For value

received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or

Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of

the Company, with full power of substitution in the premises.

Dated:

Signature(s)

Signature Guarantee

and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the registered holder.

NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular

without alteration or enlargement or any change whatever.

EX-5.1

Filename: d120518dex51.htm · Sequence: 6

EX-5.1

Exhibit 5.1

1221 PEACHTREE STREET, N.E., SUITE 400 • ATLANTA, GEORGIA 30361.3580

Telephone: +1.404.521.3939 • jonesday.com

June 15, 2026

PureCycle Technologies, Inc.

20 North Orange Avenue, Suite 106

Orlando, Florida 32801

Re:

$287,500,000 Aggregate Principal Amount of 4.75% Convertible Senior

Notes due 2032 of PureCycle Technologies, Inc.

Ladies and Gentlemen:

We are acting as counsel

for PureCycle Technologies, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $287,500,000 aggregate principal amount of the Company’s 4.75% Convertible Senior

Notes due 2032 (the “Notes”), convertible into cash, shares of the Company’s common stock, par value $0.001 per share (“the “Conversion Shares”), or a combination of cash and Conversion

Shares, pursuant to the Underwriting Agreement, dated as of June 10, 2026 (the “Underwriting Agreement”), by and between the Company and Morgan Stanley & Co. LLC, as representative of the several underwriters

named in the Underwriting Agreement. The Notes are being issued under the Indenture, dated as of June 15, 2026 (the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association (the

“Trustee”), as supplemented by the First Supplemental Indenture, dated as of June 15, 2026 (together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or

necessary for purposes of such opinion. Based upon the foregoing and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

The Notes constitute valid and binding obligations of the Company.

The Conversion Shares initially issuable upon conversion of the Notes have been authorized by all necessary

corporate action of the Company and, when issued and delivered upon conversion of the Notes pursuant to the terms of the Notes and the Indenture, will be validly issued, fully paid and nonassessable.

For purposes of the opinion expressed in paragraph 1, we have assumed that (i) the Trustee has authorized, executed and delivered the

Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.

AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS •

DALLAS DETROIT • DUBAI • DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • LONDON • LOS ANGELES • MADRID MELBOURNE • MEXICO CITY • MIAMI • MILAN • MINNEAPOLIS

• MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH SAN DIEGO • SAN FRANCISCO • SÃO PAULO • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO

• WASHINGTON

PureCycle Technologies, Inc.

June 15, 2026

Page

The opinion expressed in paragraph 1 is limited by bankruptcy, insolvency, reorganization,

fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and by

general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

As to facts material to the opinions expressed herein, we have relied upon oral or written statements and representations of officers and

other representatives of the Company and others. The opinions expressed herein are limited to the General Corporation Law of the State of Delaware and the laws of the State of New York, in each case as currently in effect, and we express no opinion

as to the effect of any other Delaware law or the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as

Exhibit 5.1 to the Current Report on Form 8-K, dated the date hereof, filed by the Company and incorporated by reference into the Registration Statement on Form S-3

(Registration No. 333-296672) (the “Registration Statement”), filed by the Company to effect the registration of the Notes and the Conversion Shares under the Securities Act of 1933 (the

“Act”), and to the reference to us under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in

the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

EX-5.2

Filename: d120518dex52.htm · Sequence: 7

EX-5.2

Exhibit 5.2

1221 PEACHTREE STREET, N.E., SUITE 400 • ATLANTA, GEORGIA 30361.3580

TELEPHONE: +1.404.521.3939 • JONESDAY.COM

June 15, 2026

PureCycle Technologies, Inc.

20 North Orange Avenue, Suite 106

Orlando, Florida 32801

Re:

19,854,000 Shares of Common Stock of PureCycle Technologies, Inc.

Ladies and Gentlemen:

We are acting as counsel

for PureCycle Technologies, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of up to 19,854,000 shares (the “Shares”) of the Company’s

common stock, par value $0.001 per share (the “Common Stock”), pursuant to the Underwriting Agreement, dated as of June 10, 2026 (the “Underwriting Agreement”), by and between the Company and

Morgan Stanley & Co. LLC, as representative of the several underwriters named in the Underwriting Agreement.

In connection with

the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based upon the foregoing and subject to the further assumptions, qualifications and

limitations set forth herein, we are of the opinion that the Shares, when issued and delivered pursuant to the terms of the Underwriting Agreement against payment of the consideration therefor as provided in the Underwriting Agreement, will be

validly issued, fully paid and non-assessable.

As to facts material to the opinion expressed herein, we have relied upon oral or written

statements and representations of officers and other representatives of the Company and others. The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to

the effect of any other Delaware law or the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit

5.2 to the Current Report on Form 8-K, dated the date hereof, filed by the Company and incorporated by reference into the Registration Statement on Form S-3

(Registration No. 333-296672) (the “Registration Statement”) filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”), and to the reference to

us under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under

Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO

• CLEVELAND • COLUMBUS • DALLAS DETROIT • DUBAI • DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • LONDON • LOS ANGELES • MADRID MELBOURNE • MEXICO CITY

• MIAMI • MILAN • MINNEAPOLIS • MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH SAN DIEGO • SAN FRANCISCO • SÃO PAULO • SHANGHAI • SILICON VALLEY •

SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON

EX-10.1

Filename: d120518dex101.htm · Sequence: 8

EX-10.1

Exhibit 10.1

Form of Repurchase Agreement

June 10, 2026

PURECYCLE

TECHNOLOGIES, INC.

7.25% Convertible Senior Notes due 2030

The undersigned investor (the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto

(“Accounts”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party selling Notes (as defined below), a “Holder”), hereby agrees to exchange for cash (the

“Repurchase”), with PureCycle Technologies, Inc., a Delaware corporation (the “Company”), certain 7.25% Convertible Senior Notes due 2030, CUSIP 74623V AB9 and ISIN US74623VAB99 (the “Notes”)

for the Repurchase Consideration (as defined below) pursuant to this repurchase agreement (this “Agreement”). The Holder understands that it is required to be an institutional “accredited investor” within the meaning

of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), that is also a “qualified institutional buyer” within the meaning of Rule 144A under the Securities

Act. Capitalized terms used but not defined in this Agreement have the respective meanings set forth in the Indenture dated as of August 24, 2023 (the “Indenture”), between the Company and U.S. Bank Trust Company, National

Association, as trustee (the “Trustee”). References in this Agreement to “Holder” shall refer to each Holder, individually, and, where the context requires, all of them collectively.

1. Repurchase. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set

forth, the Investor hereby agrees to exchange for itself and on behalf of the Holders, an aggregate principal amount of the Notes set forth on Exhibit A hereto (the “Repurchased Notes”) for:

(a) An amount of cash as set forth on Exhibit A hereto (the “Cash Payment”); and

(b) An amount of cash equal to the accrued and unpaid interest in respect of the Holder’s Repurchased Notes from, and

including, the most recent date on which interest thereon was paid, through but excluding, the Closing Date (together with the Cash Payment, the “Repurchase Consideration”).

The Investor agrees that it and any Holder shall not deliver a Notice of Conversion with respect to any Repurchased Notes and the Investor and each Holder

shall hold the Repurchased Notes until the Closing (as defined below). In consideration for the performance of their obligations hereunder (including as described in the immediately preceding sentence), the Company agrees to deliver the Repurchase

Consideration on the Closing Date (as defined below) to each Holder in exchange for its Repurchased Notes.

The Repurchase shall occur in accordance with

the procedures set forth in Exhibit B.2 hereto (the “Repurchase Procedures”); provided that no delivery of the Repurchase Consideration will be made until the Repurchased Notes have been properly submitted for exchange in

accordance with the Repurchase Procedures and no accrued interest will be payable by reason of any delay in making such delivery. The closing of the Repurchase (the “Closing”) shall take place remotely via the exchange of

documents and signatures at 10:00 a.m., New York City time, on June 15, 2026 (the “Closing Date”), or at such other time and place as the Company and the Investor may mutually agree. On the Closing Date, subject to

satisfaction of the conditions precedent specified herein and the prior receipt by the Company from the Investor of the Repurchased Notes, the Company shall deliver the Repurchase Consideration by

wire transfer to the account specified by the Investor for each relevant Holder in Exhibit B.1. All questions as to the form of all documents and the validity and acceptance of the

Repurchased Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding. Subject to the terms and conditions of this Agreement, upon the Closing, the Investor hereby, for itself and on behalf of

its Accounts, (A) waives any and all other rights with respect to such Repurchased Notes and (B) releases and discharges the Company from any and all claims, actions, causes or rights, whether known or unknown, contingent or matured, that

the Investor and its Accounts may now have, or may have in the future, arising out of, or related to, such Repurchased Notes.

2. Representations and

Warranties and Covenants of the Company. As of the date hereof and the Closing Date, the Company represents and warrants to, and covenants with, the Holders that:

(a) The Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation

and has the requisite power and authority to own its properties and to carry on its business as now being conducted, except as would not reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities,

operations (including results thereof), or financial condition of the Company and its subsidiaries, taken as a whole. The Company is duly qualified as a foreign entity to do business (where such concept exists) and is in good standing in every

jurisdiction (where such concept exists) in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not

reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations (including results thereof), or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole. The

Company has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Repurchase contemplated hereby.

(b) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding

obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting

or relating to enforcement of creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”).

(c) This Agreement and consummation of the Repurchase will not violate, conflict with or result in a breach of or default under

(i) the charter or bylaws of the Company, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) assuming the truth and accuracy of the representations and

warranties and compliance with the covenants of the Investor and each Holder herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (ii) or (iii), where

such violations, conflicts, breaches or defaults are not material and would not, individually or in the aggregate materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions

contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with any court, arbitrator or governmental entity or regulatory authority is required on the part of the Company or any of its

subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Repurchase, except as may be required under any state or federal securities laws or that may be made

or obtained after the Closing without penalty or where such failure to obtain such consent is not material and would not, individually or in the aggregate, reasonably be expected to materially impair the ability of the Company to perform its

obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

(d) The Company agrees that it shall, upon request, execute and deliver any

additional documents deemed by the Trustee or transfer agent to be reasonably necessary to complete the Repurchase.

(e)

Without the prior written consent of the Holder, the Company shall not disclose the name of the Holder in any filing or announcement, unless such disclosure is required by applicable law, rule, regulation or legal process based on advice of counsel.

(f) The Company hereby agrees to publicly disclose on or before 8:30 a.m., New York City time, on the first business day

after the date hereof, the exchange of the Repurchased Notes as contemplated by this Agreement in a press release or Current Report on Form 8-K. The Company hereby acknowledges and agrees that any such press

release or Current Report on Form 8-K will disclose all confidential information communicated by the Company to the Holder in connection with the Repurchase to the extent the Company believes such confidential

information constitutes material non-public information, if any, with respect to the Repurchase or otherwise. Neither the Company nor any other person

acting on its behalf has provided the Holder (or their agents or counsel) with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the

Company or any of its subsidiaries, other than the existence of the transactions contemplated by this Agreement and the transactions referenced in Section 3(u) below.

3. Representations and Warranties and Covenants of the Investor. As of the date hereof and as of the Closing Date (except as otherwise set forth

below), the Investor hereby, for itself and on behalf of the Holders, represents and warrants to, and covenants with, the Company that:

(a) The Investor and each Holder is a corporation, limited partnership, limited liability company or other entity, as the case

may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(b)

The Investor has all requisite power and authority to execute and deliver this Agreement for itself and on behalf of the Holders, to perform its obligations hereunder, and to consummate the Repurchase contemplated hereby. This Agreement has been

duly authorized, executed and delivered by the Investor and constitutes the legal, valid and binding obligation of the Investor and each Holder, enforceable in accordance with its terms, except that such enforcement may be subject to the

Enforceability Exceptions. If the Investor is executing this Agreement on behalf of an Account, (i) the Investor has all requisite discretionary and contractual authority to enter into this Agreement on behalf of, and, bind, each Account, and

(ii) Exhibit A attached to this Agreement contains a true, correct and complete list of (A) the name of each Account and (B) the principal amount of each Account’s Repurchased Notes, as applicable.

(c) As of the date hereof and as of the Closing, each of the Holders is the sole legal and beneficial owner of the Repurchased

Notes set forth on Exhibit A attached to this Agreement. When the Repurchased Notes are repurchased, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, mortgages, pledges, security

interests, restrictions, charges, encumbrances or adverse claims, rights or proxies of any kind. None of the Holders has, nor prior to the Closing, will have, in whole or in part, other than pledges or security interests that a Holder may have

created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker and other than the authority granted by the

Holders to the Investor, (i) assigned, transferred, hypothecated, pledged, exchanged, submitted for conversion pursuant to the Indenture or otherwise disposed of any of its Repurchased Notes

(other than to the Company pursuant hereto), or (ii) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Repurchased Notes.

(d) The execution, delivery and performance of this Agreement and consummation of the Repurchase will not violate, conflict

with or result in a breach of or default under (i) the organizational documents of the Investor or any Holder, (ii) any agreement or instrument to which the Investor or any Holder is a party or by which the Investor or Holder or their

respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Investor or any Holder, except in the case of clauses (ii) or (iii), where such violations, conflicts,

breaches or defaults are not material and would not, individually or in the aggregate, materially impair the ability of the Investor or Holders to consummate the transactions contemplated by this Agreement. No consent, approval, order or

authorization of, or registration, declaration or filing with any governmental entity is required on the part of the Investor or any Holder in connection with the execution, delivery and performance by the Investor or any Holder of this Agreement

and the consummation by the Holders of the Repurchase, except as may be made or obtained after the Closing without penalty or where such failure to obtain consents is not material and would not, individually or in the aggregate, reasonably be

expected to have materially impaired the ability of the Holders to perform their obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

(e) The Investor and each Holder will comply with all applicable laws and regulations in effect necessary for each Holder to

consummate the transactions contemplated hereby and obtain any consent, approval or permission required for the transactions contemplated hereby and the laws and regulations of any jurisdiction to which the Investor and each such Holder is subject,

and the Company shall have no responsibility therefor.

(f) The Investor and each Holder acknowledges that no person has

been authorized to give any information or to make any representation or warranty concerning the Company or the Repurchase other than the information set forth herein in connection with the Investor’s and each Holder’s examination of the

Company and the terms of the Repurchase, and neither the Company nor Morgan Stanley & Co. LLC (“MS”) takes any responsibility for, and neither the Company nor MS can provide any assurance as to the reliability of, any

other information that others may provide to the Investor or any Holder.

(g) The Investor and each Holder has such

knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks with respect to the Repurchase. With the assistance of the Investor’s and each Holder’s own

professional advisors, to the extent that the Investor and such Holder has deemed appropriate, each Holder has made its own legal, tax, accounting and financial evaluation of the consequences of the Repurchase and this Agreement and the Investor and

Holder has made its own independent decision that the Repurchase is suitable and appropriate for the Investor and such Holder.

(h) The Investor confirms that it and each Holder is not relying on any communication (written or oral) of the Company, MS or

any of their respective affiliates or representatives as investment advice or as a recommendation to acquire the Repurchase Consideration in the Repurchase. It is understood that information provided by the Company, MS or any of their respective

affiliates and representatives shall not be considered investment advice or a recommendation to participate in the Repurchase, and that none of the Company, MS or any of their respective affiliates or representatives is acting or has acted as an

advisor to the Investor or any Holder in deciding to participate in the Repurchase.

(i) The Investor confirms that it and each Holder is not relying and has not

relied, upon any statement (written or oral), advice (whether accounting, tax, financial, legal or other), representation or warranty by the Company or any of its affiliates or representatives, including, without limitation, MS, its affiliates and

its directors, officers, employees, representatives and controlling persons, except for the representations and warranties made by the Company in this Agreement, and that the Investor has made its own independent decision that the terms of the

Repurchase are suitable and appropriate for the Investor and the Holders.

(j) The Investor and each Holder is familiar

with the business and financial condition and operations of the Company and the Investor and each Holder has had the opportunity to conduct its own investigation of the Company. The Investor and each Holder has had access to the Securities and

Exchange Commission filings (the “SEC Filings”) of the Company and such other information concerning the Company as it deems necessary to enable it to make an informed investment decision concerning the Repurchase. The Investor

and each Holder has been offered the opportunity to ask such questions of the Company and its representatives and received answers thereto, as it deems necessary to enable it to make an informed investment decision concerning the Repurchase.

(k) Each Holder is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under

the Securities Act and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. Each Holder agrees to furnish any additional information regarding such Holder reasonably requested by the Company or any of its

affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the Repurchase.

(l) The Investor acknowledges that the terms of the Repurchase have been mutually negotiated between the Investor and the

Company. The Investor was given a meaningful opportunity to negotiate the terms of the Repurchase.

(m) The Investor

acknowledges that it and each Holder had a sufficient amount of time to consider whether to participate in the Repurchase and that neither the Company nor MS has placed any pressure on the Investor or any Holder to respond to the opportunity to

participate in the Repurchase.

(n) The Investor will, upon request, execute and deliver, for itself and on behalf of any

Holder, any additional documents deemed by the Company and the Trustee or the transfer agent to be reasonably necessary to complete the transactions contemplated by this Agreement.

(o) No later than one (1) business day after the date hereof, the Investor agrees to deliver to the Company settlement

instructions substantially in the form of Exhibit B.1 attached to this Agreement for each of the Holders and the tax information and forms specified in Section 20.

(p) The Investor acknowledges and agrees that it and each Holder has not disclosed, and will not disclose, to any third party

any information regarding the Repurchase, and has not transacted, and will not transact in any securities of the Company, including, but not limited to, any hedging transactions, from the time the Investor was first contacted by the Company or MS

with respect to the transactions contemplated by this Agreement until after the confidential information (as described in the confirmatory wall-crossing email received by the Investor from MS) is made public.

(q) The Investor and each Holder acknowledges and the Investor agrees that

MS has not acted as a financial advisor or fiduciary to the Investor or any Holder and that MS, its affiliates and its directors, officers, employees, representatives and controlling persons have no responsibility for making, and have not made, any

independent investigation of the information contained herein or in the Company’s SEC Filings and make no representation or warranty to the Investor or any Holder, express or implied, with respect to the Company, the Repurchased Notes or the

accuracy, completeness or adequacy of the information provided to the Investor or any Holder or any other publicly available information, nor shall any of the foregoing persons be liable for any loss or damages of any kind resulting from the use of

the information contained herein or otherwise supplied to the Investor or any Holder or in connection with the Repurchase.

(r) The operations of the Investor and each Holder have been conducted in material compliance with the applicable rules and

regulations administered or conducted by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”), the applicable rules and regulations of the Foreign Corrupt Practices Act (“FCPA”) and the

applicable Anti-Money Laundering (“AML”) rules in the Bank Secrecy Act. The Investor has performed due diligence necessary to reasonably determine that the Holders are not named on the lists of denied parties or blocked persons

administered by OFAC, resident in or organized under the laws of a country that is the subject of comprehensive economic sanctions and embargoes administered or conducted by OFAC (“Sanctions”), are not otherwise the subject of

Sanctions and have not been found to be in violation or under suspicion of violating OFAC, FCPA or AML rules and regulations.

(s) The Investor and each Holder is a resident of the jurisdiction set forth on Exhibit B.1 attached to this Agreement.

(t) The Investor and each Holder understands that the Company, MS and others will rely upon the truth and accuracy of the

representations, warranties, certifications and covenants in this Section 3 and in Section 20, and agrees that if any of the representations, warranties or certifications made or deemed to have

been made by it or the Holders are no longer accurate, the Investor shall promptly notify the Company and MS prior to the Closing. The Investor understands that, unless the Investor notifies the Company in writing to the contrary before the Closing,

each of the Investor’s and Holders’ representations, warranties and certifications contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing. If the Investor is exchanging any Repurchased Notes,

it represents that (i) it has sole investment discretion with respect to each such account, (ii) it has full power to make the foregoing representations, warranties and covenants on behalf of such account and (iii) it has contractual

authority with respect to each such account.

(u) The Investor and each Holder acknowledges that, concurrently with the

Repurchase, the Company is conducting (i) an underwritten public offering of $145,000,000 of shares of common stock, par value $0.001 per share (the “Equity Offering”) and (ii) an underwritten public offering of

$250,000,000 aggregate principal amount of 4.75% Convertible Senior Notes due 2032 (the “Notes Offering”). The Investor and each Holder further acknowledges that upon delivery of the Repurchase Consideration, the obligations of

the Company to the Investor and Holder under the Repurchased Notes have been satisfied in full.

(v) Each Holder

acknowledges and represents that none of MS, any of its affiliates or any of its or their control persons, officers, directors or employees shall be liable with respect to any transaction in connection with the Repurchase.

4. Conditions to Obligations of the Investor and the Company. The obligations of the Investor and the

Holders and of the Company under this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions precedent: (a) prior to or contemporaneously with the Closing, the Company shall have completed the closing

of both the Equity Offering and the Notes Offering, (b) the representations and warranties of the Company contained in Section 2 hereof (with respect to the Investor and Holders) and of the Investor contained in Section 3 hereof (with

respect to the Company) shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing and (c) no provision of any applicable law or any judgment,

ruling, order, writ, injunction, award or decree of any governmental authority shall be in effect prohibiting or making illegal the consummation of the transactions contemplated by this Agreement.

5. Waiver, Amendment. Neither this Agreement nor any provisions hereof or thereof shall be modified, changed or discharged, except by an instrument in

writing, signed by the Company and the Investor.

6. Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising

hereunder or by reason hereof shall be assignable by either the Company or the Investor without the prior written consent of the other.

7. Waiver of

Jury Trial. EACH OF THE COMPANY AND THE INVESTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to such

state’s rules concerning conflicts of laws that might provide for any other choice of law.

9. Submission to Jurisdiction. Each of the

Company and the Investor: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively in the courts of the State of New York located

in the City and County of New York or in the United States District Court for the Southern District of New York; (b) waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding; and

(c) irrevocably consents to the jurisdiction of the aforesaid courts in any such suit, action or proceeding. Each of the Company and the Investor agrees that a final judgment in any such action or proceeding shall be conclusive and may be

enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

10. Venue. Each of the Company and the Investor

irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this

Agreement in any court referred to in Section 9. Each of the Company and the Investor irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or

proceeding in any such court.

11. Service of Process. Each of the Company and the Investor irrevocably consents to service of process in the

manner provided for notices in Section 12. Nothing in this Agreement will affect the right of the Company or the Investor to serve process in any other manner permitted by law.

12. Notices. All notices and other communications to the Company provided for herein shall be in

writing and shall be deemed to have been duly given if delivered personally, sent by prepaid overnight courier (providing written proof of delivery) or sent by confirmed facsimile transmission or electronic mail and will be deemed given on the

date so delivered (or, if such day is not a business day, on the first subsequent business day) to the following addresses, or in the case of the Investor, the address provided on Exhibit B.1 attached to this Agreement (or such other address

as the Company or the Investor shall have specified by notice in writing to the other):

If to the Company:

PureCycle Technologies, Inc.

20 North Orange

Avenue, Suite 106

Orlando, FL 32801

Attention: Brad Kalter

[***]

with copies to (which shall not constitute notice):

Jones Day

1221 Peachtree Street, N.E., Suite

400

Atlanta, GA 30361

Attention: Joel May [***] and Michael

Andreani [***]

AND

Morgan Stanley & Co. LLC

1585 Broadway, 6th Floor

New York, NY 10036

Attention: Mohimun Islam [***]

13. Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the Company,

the Investor and the Holders and their respective heirs, legal representatives, successors and assigns. This Agreement constitutes the entire agreement between the Company and the Investor with respect to the subject matters hereof. This Agreement

may be executed by one or more of the parties hereto in any number of separate counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise), and all of said counterparts taken together shall be deemed to

constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal E-SIGN Act of 2000, the Uniform

Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g. www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid

and effective for all purposes.

14. Notification of Changes. After the date of this Agreement, each of the Company and the Investor hereby

covenants and agrees to notify the other upon the occurrence of any event prior to the Closing of the Repurchase pursuant to this Agreement that would cause any representation, warranty or covenant of the Company or the Investor, as the case may be,

contained in this Agreement to be false or incorrect.

15. Reliance by MS. MS may rely on each representation and warranty of the Company and the

Investor, made on behalf of itself and each Holder, made herein or pursuant to the terms hereof with the same force and effect as if such representation or warranty were made directly to MS. MS shall be a third-party beneficiary of this Agreement to

the extent provided in this Section 15.

16. Severability. If any term or provision of this Agreement (in whole or in

part) is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other

jurisdiction.

17. Survival. The representations and warranties of the Company and the Investor contained in this

Agreement or made by or on behalf of the Holders pursuant to this Agreement shall survive the consummation of the transactions contemplated hereby.

18.

Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned (a) by mutual agreement of the Company and the Investor in writing or (b) by either the Company or the Investor if the

conditions to such party’s obligations set forth herein have not been satisfied (unless waived by the party entitled to the benefit thereof) or by the Investor as specified in Section 1, and the Closing has not

occurred on or before the tenth business day immediately following the date hereof without liability of either the Company or the Investor or the Holders, as the case may be; provided that neither the Company nor the Investor shall be released from

liability hereunder if this Agreement is terminated and the transactions abandoned by reason of the failure of the Company or the Investor or any of the Holders, as the case may be to have performed its obligations hereunder. Except as provided

above, if this Agreement is terminated and the transactions contemplated hereby are not concluded as described above, this Agreement will become void and of no further force and effect.

19. Withholding. The Company and its agents shall be entitled to deduct and withhold from any amounts payable or deliverable pursuant to this Agreement

such amounts as are required (as determined in good faith by the applicable withholding agent) to be deducted or withheld under applicable law. To the extent any such amounts are withheld and remitted to the appropriate taxing authority (including,

for the avoidance of doubt, due to the failure or inability of the Investor (or Account(s) of the Investor, if applicable) to comply with the obligations set forth in Section 20), such amounts shall be treated for all

purposes of this Agreement as having been paid or delivered to the Holder to whom such amounts otherwise would have been paid or delivered. The Investor further acknowledges that any Holder may be subject to U.S. federal withholding or backup

withholding on certain payments made to such Holder unless such Holder properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding.

20. Required Tax Forms and Certifications. Without limiting the generality of Section 19:

(a) if a Holder is a “United States person” (as defined in Section 7701(a) of the Internal Revenue Code of

1986, as amended (the “Code”)), the Investor (on behalf of itself or the relevant Account, as applicable) shall deliver to the Company prior to the Closing an accurately completed and duly executed Internal Revenue Service

(“IRS”) Form W-9 certifying that such Holder is exempt from backup withholding, or written notice of such Holder’s legal inability to provide such certification; or

(b) if a Holder is not a “United States person” (as defined in Section 7701(a) of the Code), the Investor (on

behalf of itself or the relevant Account, as applicable) shall deliver to the Company prior to the Closing the U.S. tax forms set forth in clause (i) or (ii) below, as applicable (and, if applicable, hereby makes the certifications set forth in

such clause), or shall provide the Company with written notice of such Holder’s legal inability to do so:

(i) in the case of such a

Holder that is the beneficial owner of the Repurchased Notes, (A) an accurately completed and duly executed IRS Form W-8BEN or

W-8BEN-E, as applicable, from such Holder, establishing an exemption from Sections 1471 to 1474 of the Code, and, if applicable, properly establishing an exemption from

or reduction in U.S. federal withholding under the “interest” provision of a tax treaty with the United States, and, if such U.S. tax form does not otherwise establish a 0% U.S. withholding tax rate on the Repurchase Consideration paid

or delivered to such Holder, (B) certification that the Holder fulfils the requirements of the “portfolio interest exemption” as set forth in Exhibit C; or

(ii) in the case of such a Holder that is not the beneficial owner of the Repurchased

Notes, (A) an accurately completed and duly executed IRS Form W-8IMY from such Holder, accompanied by all required attachments, including one of the following forms from each partner/member of such

Holder: (x) an accurately completed and duly executed IRS Form W-9 certifying that such partner/member is exempt from backup withholding, (y) an accurately completed and duly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption of such partner/member from Sections 1471 to 1474 of the Code,

and, if applicable, properly establishing an exemption from or reduction in U.S. federal withholding under the “interest” provision of a tax treaty with the United States, or (z) if such partner/member of the Holder is not the

beneficial owner of the Repurchased Notes, an accurately completed and duly executed IRS Form W-8IMY from such partner/member, accompanied by all required attachments, including one of the foregoing from each

of its partners/members as the beneficial owners of the Repurchased Notes, and, if any such U.S. tax forms do not otherwise establish a 0% U.S. withholding tax rate on the Repurchase Consideration paid or delivered to such Holder,

(B) certification that the Holder and each partner/member that is a beneficial owner of the Repurchased Notes fulfil the requirements of the “portfolio interest exemption” as set forth in Exhibit C.

Without limiting the generality of the foregoing, each Holder hereby represents that it is able to receive any Repurchase Consideration hereunder (including

any amounts or entitlements attributable to accrued and unpaid interest) without any U.S. withholding tax and is entitled to provide the U.S. tax forms and required attachments indicating the same, and, where relevant, makes the certifications set

forth in Exhibit C that the Holder and any partner/member thereof fulfil the requirements of the “portfolio interest exemption”, and agrees to hold the Company and its agents harmless for the breach of such representation.

21. Any forms, certificates and other documents required to be delivered to the Company pursuant to Section 20 shall be delivered to

the Company at or prior to the Closing in accordance with Section 12.

22. Section and Other Headings. The section and

other headings contained in Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

PURECYCLE TECHNOLOGIES, INC.

Name: Dustin Olson

Title: Chief Executive

Officer

Please confirm that the foregoing correctly sets forth the agreement between the Company and the Investor by

signing in the space provided below for that purpose.

AGREED AND ACCEPTED:

Investor:

in its capacity as described in the first paragraph hereof

Name:

Title:

EXHIBIT A

Holder Information

Holder Name, Address, Email and Phone

Number

Repurchased

Notes1

Cash Payment2

[A]

Accrued Interest

[B]

Repurchase

Consideration

[A + B]

Insert aggregate principal of Repurchased Notes to be repurchased.

To include cash payable (including in respect of principal and fractional shares) but excluding accrued

interest.

A-1

EXHIBIT B.1

Holder:

Investor Address:

Telephone:

Country of Residence:

Taxpayer Identification Number:

Account for Repurchased Notes:

DTC Participant

Number:

DTC Participant

Name:

DTC Participant Phone

Number:

DTC Participant Contact

Email:

Account # at

Bank/Broker:

Wire instructions for Repurchase Consideration:

Bank Name:

Bank Address:

ABA Routing Number:

Account Name:

Account Number:

Contact Person:

FFC Account Name

FFC Account # at Bank/Broker:

B.1-1

EXHIBIT B.2

Repurchase Procedures

NOTICE TO INVESTOR

These are the

Repurchase Procedures for the settlement of the exchange of 7.25% Convertible Senior Notes due 2030, CUSIP 74623V AB9 and ISIN US74623VAB99 (the “Repurchased Notes”) of PureCycle Technologies Inc., a Delaware corporation (the

“Company”), which is expected to occur on or about June 15, 2026. To ensure timely settlement for the Repurchase Consideration, please follow the instructions as set forth below.

These instructions supersede any prior instructions you received. Your failure to comply with these instructions may delay your receipt of the Repurchase

Consideration.

If you have any questions, please contact Mohimun Islam of Morgan Stanley & Co. LLC at Email: [***]; Phone: [***].

To deliver Repurchased Notes:

You must direct the

eligible DTC participant through which you hold a beneficial interest in the Repurchased Notes on June 15, 2026, no later than 9:00 a.m., New York City time, to post a withdrawal request through DTC for the

aggregate principal amount of Repurchased Notes set forth on Exhibit A of the Agreement to be exchanged for Repurchase Consideration. It is important that this instruction be submitted and the

one-sided DWAC withdrawal (not a deliver vs. payment or free delivery) is posted on June 15, 2026.

To receive Repurchase Consideration:

You must provide

valid wire instructions to the Company.

Closing: On June 15, 2026, after the Company receives your Repurchased Notes and your

delivery instructions and a withdrawal request in respect of the Repurchased Notes has been posted as specified above, and subject to the satisfaction of the conditions to Closing as set forth in your Repurchase Agreement, the Company will deliver

the Repurchase Consideration in respect of the Repurchased Notes in accordance with the delivery instructions above.

B.2-1

EXHIBIT C

Portfolio Interest Tax Certification

Under U.S. federal income tax law, a Holder that exchanges Repurchased Notes for the Repurchase Consideration and is otherwise not eligible to provide an IRS

Form W-9 may be subject to U.S. federal withholding tax on payments or deliveries attributable to accrued and unpaid interest unless such Holder establishes an exemption from such U.S. federal withholding tax.

To the extent required by Section 20 of this Agreement, each Holder hereby claims an exemption under the so-called “portfolio interest exemption” and represents and

certifies as to the statements in clause A below (along with providing the applicable IRS Form W-8 and required attachments). However, if the Holder is an intermediary, a foreign partnership or other

flow-through entity, then the adjustments in clauses B and C will also be made to the statements in clause A below.

The following representation will be provided as applied to the Holder and/or, as applicable, the

partners/members that are the beneficial owners of the Repurchased Notes:

It is the sole record and beneficial owner of the Repurchased Notes in respect of which it is providing this

certification.

II.

It is not a “bank” (within the meaning of Section 881(c)(3)(A) of the Code), is not subject to

regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating

agency or qualification for any exemption from tax, securities law or other legal requirements.

III.

It is not a “10-percent shareholder” of the Company (within

the meaning of Section 881(c)(3)(B) or Section 871(h)(3)(B) of the Code).

IV.

It is not a “controlled foreign corporation” receiving interest from a related person within the

meaning of Section 881(c)(3)(C) of the Code.

The following representation will be provided as applied to the Holder:

•

record ownership under Clause I.

The following representations will be provided as applied to the partners/members that are beneficial owners of

the Repurchased Notes claiming the portfolio interest exemption:

•

beneficial ownership under Clause I,

•

the status in Clause III, and

•

the status in Clause IV.

C-1

EX-99.1

Filename: d120518dex991.htm · Sequence: 9

EX-99.1

Exhibit 99.1

PureCycle Announces Closing of Concurrent Public Offerings of Convertible Senior Notes and Common Stock

ORLANDO, Fla. — June 15, 2026 — PureCycle Technologies, Inc. (“PureCycle” or the

“Company”) (NASDAQ: PCT) today announced the closing of its previously announced public offerings of $287.5 million aggregate principal amount of its 4.75% convertible senior notes due 2032 (the “notes” and, such

offering, the “Notes Offering”) and 19,854,000 shares of the Company’s common stock (the “Stock Offering” and, together with the Notes Offering, the “Offerings”), which included $37.5 million aggregate

principal amount of notes issued to the underwriters in the Notes Offering pursuant to the exercise in full of their over-allotment option, and 2,283,800 shares of common stock issued to the underwriters in the Stock Offering pursuant to the

exercise in full of their option to purchase additional shares of common stock.

Morgan Stanley acted as sole bookrunner for each of the Offerings.

The Offerings were made pursuant to an automatically effective shelf registration statement on Form S-3 (File No. 333-296672), previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2026 that became effective upon filing pursuant to Rule 462(e) of the Securities Act

of 1933 (the “Securities Act”). The Offerings were made only by means of prospectus supplements and accompanying prospectuses. The final prospectus supplements and accompanying prospectuses relating to the Offerings have been filed with

the SEC and are available free of charge on the SEC’s website at http://www.sec.gov. Copies of the final prospectus supplements and accompanying prospectuses relating to the Offerings may also be obtained from: Morgan Stanley & Co.

LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

The notes are general unsecured obligations of PureCycle

and will accrue interest at a rate of 4.75% per annum, from June 15, 2026. The notes are payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027. The notes will mature on July 1,

2032, unless earlier converted, redeemed or repurchased.

Holders may convert their notes at any time prior to the close of business on the second

scheduled trading day immediately preceding the maturity date. PureCycle will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at PureCycle’s

election. The initial conversion rate is 90.2242 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $11.08 per share of common stock. The initial conversion price represents a

premium of approximately 35% above the Offering Price (as defined below) in the Stock Offering. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and

unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if PureCycle delivers a notice of redemption, PureCycle will, in certain circumstances, increase the conversion rate for a holder who elects to

convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the related redemption period, as the case may be.

PureCycle may not redeem the notes prior to July 6, 2029. PureCycle may redeem for cash all or any portion of the notes (subject to certain limitations),

at PureCycle’s option, on a redemption date on or after July 6, 2029, if the last reported sale price per share of PureCycle’s common stock has been at least 130% of the conversion price then in effect for a specified period of

time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, to, but excluding, the redemption date.

On July 8, 2030, or if PureCycle undergoes a “fundamental change” (as defined in the indenture governing the notes), then, subject to certain

conditions and exceptions, holders may require PureCycle to repurchase for cash all or any portion of their notes at a specified repurchase date repurchase price or fundamental change repurchase price, as applicable, equal to 100% of the principal

amount of the notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the relevant repurchase date.

The aggregate net proceeds from the Offerings were approximately $432.5 million, after deducting

underwriting discounts and commissions and estimated offering expenses. The Company expects to use approximately $246.3 million of net proceeds to repurchase approximately $216.0 million aggregate principal amount at maturity of the

Company’s 7.25% Green Convertible Senior Notes due 2030 (the “Green Convertible Notes”) in privately negotiated transactions entered into concurrently with the pricing of the Notes Offering. The Company anticipates that the

repurchases of the Green Convertible Notes will settle on or about June 15, 2026. The Company expects to use the remaining net proceeds to repurchase additional Green Convertible Notes from time to time and for working capital and other general

corporate purposes.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute

an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. This announcement does not constitute an offer to buy, or the solicitation of an offer to sell, any of the Green Convertible Notes.

PureCycle Contact

Christian Bruey

cbruey@purecycle.com

Investor Relations Contact

Eric DeNatale

edenatale@purecycle.com

About PureCycle

PureCycle Technologies LLC., a

subsidiary of PureCycle Technologies, Inc., holds a global license for the only patented dissolution recycling technology, developed by The Procter & Gamble Company (P&G), that is designed to transform polypropylene plastic waste

(designated as #5 plastic) into a continuously renewable resource. The unique purification process removes color, odor, and other impurities from #5 plastic waste resulting in our PureFive®

resin that can be recycled and reused multiple times, changing our relationship with plastic.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities

Exchange Act of 1934, as amended, including statements about PureCycle’s expectations regarding the proposed Offerings, including statements regarding the use of net proceeds from the Offerings. The forward-looking statements are based on the

current expectations of the management of PureCycle and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. There can be no assurance that future

developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or

implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the sections titled “Risk Factors” contained in the final prospectus supplements related to the

Offerings.

GRAPHIC

Filename: g120518dsp77.jpg · Sequence: 14

Binary file (3682 bytes)

Download g120518dsp77.jpg

GRAPHIC

Filename: g120518dsp78.jpg · Sequence: 15

Binary file (4808 bytes)

Download g120518dsp78.jpg

GRAPHIC

Filename: g120518dsp80a.jpg · Sequence: 16

Binary file (4767 bytes)

Download g120518dsp80a.jpg

GRAPHIC

Filename: g120518dsp80b.jpg · Sequence: 17

Binary file (5207 bytes)

Download g120518dsp80b.jpg

GRAPHIC

Filename: g120518g0614041308585.jpg · Sequence: 18

Binary file (2203 bytes)

Download g120518g0614041308585.jpg

GRAPHIC

Filename: g120518g0614094328593.jpg · Sequence: 19

Binary file (10125 bytes)

Download g120518g0614094328593.jpg

GRAPHIC

Filename: g120518snap83a.jpg · Sequence: 20

Binary file (3020 bytes)

Download g120518snap83a.jpg

GRAPHIC

Filename: g120518snap83b.jpg · Sequence: 21

Binary file (3723 bytes)

Download g120518snap83b.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 23

v3.26.1

Document and Entity Information

Jun. 10, 2026

Document And Entity Information [Line Items]

Amendment Flag

false

Entity Central Index Key

0001830033

Document Type

8-K

Document Period End Date

Jun. 10, 2026

Entity Registrant Name

PureCycle Technologies, Inc.

Entity Incorporation State Country Code

Entity File Number

001-40234

Entity Tax Identification Number

86-2293091

Entity Address, Address Line One

20 North Orange Avenue

Entity Address, Address Line Two

Suite 106

Entity Address, City or Town

Orlando

Entity Address, State or Province

Entity Address, Postal Zip Code

32801

City Area Code

(877)

Local Phone Number

648-3565

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common Stock [Member]

Document And Entity Information [Line Items]

Security 12b Title

Common Stock, par value $0.001 per share

Trading Symbol

PCT

Security Exchange Name

NASDAQ

Warrants Each Exercisable For One Share Of Common Stock Par Value 0.001 Per Share At An Exercise Price Of 11.50 Per Share [Member]

Document And Entity Information [Line Items]

Security 12b Title

Warrants, each exercisable for one share of common stock, par value $0.001 per share, at an exercise price of $11.50 per share

Trading Symbol

PCTTW

Security Exchange Name

NASDAQ

Units Each Consisting Of One Share Of Common Stock Par Value 0.001 Per Share And Three Quarters Of One Warrant [Member]

Document And Entity Information [Line Items]

Security 12b Title

Units, each consisting of one share of common stock, par value $0.001 per share, and three quarters of one warrant

Trading Symbol

PCTTU

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- References

No definition available.

+ Details

Name:

pcttu_DocumentAndEntityInformationLineItems

Namespace Prefix:

pcttu_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=pcttu_WarrantsEachExercisableForOneShareOfCommonStockParValue0.001PerShareAtAnExercisePriceOf11.50PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=pcttu_UnitsEachConsistingOfOneShareOfCommonStockParValue0.001PerShareAndThreeQuartersOfOneWarrantMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: