Form 8-K

8-K — Ocugen, Inc.

Accession: 0001104659-26-057138

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001372299

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Results of Operations and Financial Condition

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — tm2613898d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2613898d1_ex4-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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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):

May 7, 2026

OCUGEN, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36751

04-3522315

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

11 Great Valley Parkway

Malvern, Pennsylvania

19355

(Address of principal executive offices)

(Zip Code)

(484) 328-4701

Registrant’s telephone

number, including area code:

N/A

(Former name or former address, if changed

since last report.)

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 (see General Instruction

A.2. below):

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 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

OCGN

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

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 ¨

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.

Indenture and Notes

On May 7, 2026, Ocugen, Inc. (the “Company”)

completed its previously announced private offering (the “offering”) of $115.0 million aggregate principal amount of 6.75%

Convertible Senior Notes due 2034 (the “notes”). The notes were issued pursuant to an indenture, dated May 7, 2026 (the

“Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

The notes are general unsecured obligations of the Company and rank

senior in right of payment to all of its future indebtedness that is expressly subordinated in right of payment to the notes, equal in

right of payment to all of its existing and future liabilities that are not so subordinated, and junior to all of its secured indebtedness,

to the extent of the value of the assets securing such indebtedness. The notes bear interest at a rate of 6.75% per year. Interest is

payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The notes mature

on May 15, 2034, unless earlier repurchased, redeemed or converted.

The notes may not be converted prior to the earlier of (i) May 15,

2027 and (ii) the “reserved share effective date” (as defined in the Indenture) (such earlier date, the “conversion

limit end date”). On or after the conversion limit end date, the notes are convertible at the option of the holders at any time

prior to the close of business on the second scheduled trading day immediately preceding the maturity date, as described below. Upon conversion,

the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock, par value $0.01 per share (the

“common stock”), or a combination of cash and shares of common stock, at the Company’s election, in the manner and subject

to the terms and conditions provided in the Indenture, and, in the case of shares of common stock, subject to application of the Exchange

Cap, if applicable; provided that unless and until the reserved share effective date occurs, the Company will settle conversion of notes

solely with cash.

Additionally, until stockholder approval for the issuance of common

stock pursuant to a conversion of the notes is obtained, the maximum number of common stock that the Company can issue pursuant to any

conversion of notes by physical settlement will be 67,629,947 shares of common stock to comply with Nasdaq Rule 5635(d) (the

“Exchange Cap”). The indenture will require that any conversion of notes be settled by cash settlement if settlement by the

issuance of common stock would otherwise violate Nasdaq Rule 5635(d).

The conversion rate of the notes will initially be 372.7866 shares

of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $2.68 per share

of common stock. The initial conversion price of the notes represents a premium of approximately 45% over the last reported sale price

of $1.85 per share of common stock on The Nasdaq Capital Market on May 4, 2026. The conversion rate for the notes is subject to adjustment

under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur

prior to the maturity date or if the Company delivers a notice of redemption in respect of the notes, the Company will, in certain circumstances,

increase the conversion rate of the notes 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 defined in the Indenture), as the case may

be.

The Company may not redeem the notes prior to May 15, 2029. The

Company may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on or after May 15,

2029 and prior to the 41st scheduled trading day immediately preceding the maturity date, if the last reported sale price of

the common stock has been at least 130% of the conversion price for the notes 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 notice of redemption 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. However,

the Company may not redeem less than all of the outstanding notes unless at least $25.0 million aggregate principal amount of notes are

outstanding and not called for redemption as of the time we send the related notice of redemption (and after giving effect to the delivery

of such notice of redemption).

Holders of notes may require the Company to repurchase for cash all

or any portion of their notes on May 15, 2032 at a repurchase price equal to 100% of the principal amount of notes to be repurchased,

plus accrued and unpaid interest to, but excluding, May 15, 2032. In addition, if the Company undergoes a fundamental change (as

defined in the Indenture), then, subject to certain conditions and except as set forth in the Indenture, holders may require the Company

to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be

repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change 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 following events are considered

“events of default” under the Indenture:

· default in any payment of interest on any note when due and payable and the

default continues for a period of 30 days;

· default in the payment of principal of any note when due and payable at its

stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

· failure by the Company to comply with its obligation to convert the notes

in accordance with the Indenture upon exercise of a holder’s conversion right and such failure continues for five business days;

· failure by the Company to give (i) a fundamental change notice or notice

of a make-whole fundamental change (each as described in the Indenture), in either case when due and such failure continues for five business

days, or (ii) notice of a specified distribution (as described in the Indenture) when due and such failure continues for one business

day;

· failure by the Company to comply with its obligations in respect of any consolidation,

merger or sale of assets;

· failure by the Company to comply with any of the Company’s other agreements

in the notes or the Indenture for 60 days after receipt of written notice of such failure from the trustee or the holders of at least

25% in principal amount of the notes then outstanding;

· default by the Company or any of its significant subsidiaries (as defined

in the Indenture) 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 $10.0 million (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 indebtedness 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 the notes then outstanding in accordance

with the Indenture; and

· certain events of bankruptcy, insolvency or reorganization of the Company

or any of the Company’s significant subsidiaries.

In case of certain bankruptcy and insolvency-related events of default

with respect to the Company, the principal of, and accrued and unpaid interest on, all of the then outstanding notes shall automatically

become due and payable. If an event of default, other than certain bankruptcy and insolvency-related events of default with respect to

the Company, occurs and is continuing, the trustee, by written notice to the Company, or the holders of at least 25% in principal amount

of the outstanding notes by written notice to the Company and the trustee, may, declare 100% of the principal of, and accrued and unpaid

interest on, all the outstanding notes to be due and payable.

Notwithstanding the foregoing, the Indenture provides that, to the extent

the Company so elects, the sole remedy for an event of default relating to the failure by the Company to comply with certain reporting

covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right

to receive additional interest on the notes at a rate equal to 0.25% 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 an event of default and 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.

The Indenture provides that the Company shall not consolidate with

or 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), unless: (i) the resulting, surviving or transferee person (if

not the Company) is a “qualified successor entity” (as defined in the Indenture) organized and existing under the laws of

the United States of America, any state thereof or the District of Columbia, and such qualified successor entity (if not the Company)

expressly assumes by supplemental indenture all of the Company’s obligations under the notes and the Indenture; and (ii) immediately

after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.

A copy of the Indenture is attached hereto as Exhibit 4.1 (including

the form of the notes attached hereto as Exhibit 4.2) and is incorporated herein by reference (and this description is qualified

in its entirety by reference to such document).

Proceeds

The offering price of the notes was 90% of the principal amount of

notes. The Company’s net proceeds from the offering were approximately $99.5 million after deducting the initial purchaser’s

discounts and commissions and the estimated offering expenses payable by the Company. The Company used approximately $32.7 million of

the net proceeds from the offering to fully repay the outstanding principal amount, plus accrued and unpaid interest on, the Loan and

Security Agreement that the Company is party to with Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund,

L.P. as lenders and Avenue Capital Management II, L.P. as administrative agent and collateral agent (the “Avenue Loan Agreement”),

including payment of the related prepayment fee and expenses, and terminate the Avenue Loan Agreement and all related loan documents.

The Company intends to use the remaining net proceeds from the offering for general corporate purposes.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 of this Current Report on

Form 8-K is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

After giving effect the issuance of the notes and the full repayment

and termination of the Avenue Loan Agreement as described in Item 1.01, the Company estimates that it would have had, on an as-adjusted

basis, cash, cash equivalents, and restricted cash of $99.0 million as of March 31, 2026.

The preliminary unaudited financial information presented this Item

2.02 is an estimate based on information available to management as of the date of this Current Report on Form 8-K, has not been

reviewed or audited by the Company’s independent registered accounting firm, and is subject to change. It is possible that the final

results may differ from the preliminary unaudited information provided, including differences due to the completion of the financial closing

procedures; changes in facts, circumstances and/or assumptions and/or developments in the interim. The preliminary unaudited financial

information does not present all information necessary for a complete understanding of the Company’s results as of March 31,

2026 and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP.

The information contained in this Item 2.02 shall not be deemed to

be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section,

nor will such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as may

be expressly set forth by specific reference in such filing.

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 herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on

Form 8-K is incorporated herein by reference.

The Company offered and sold the notes to the initial purchaser in

reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

Act”), and for resale by the initial purchaser to persons reasonably believed to be qualified institutional buyers pursuant to the

exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration

based in part on representations made by the initial purchaser in the purchase agreement dated May 4, 2026 by and among the Company

and the initial purchaser.

The notes and the shares of common stock issuable upon conversion of

the notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration

or an applicable exemption from registration requirements.

To the extent that any shares of common stock are issued upon conversion

of the notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof

because no commission or other remuneration is expected to be paid in connection with conversion of the notes and any resulting issuance

of shares of common stock. Initially, a maximum of 62,162,162 shares of common stock may be issued upon conversion of the notes based

on the initial maximum conversion rate of 540.5405 shares of common stock per $1,000 principal amount of notes, which is subject to customary

anti-dilution adjustment provisions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

4.1

Indenture, dated as of May 7, 2026, between Ocugen, Inc. and U.S. Bank Trust Company, National Association.

4.2

Form of 6.75% Convertible Senior Notes due 2034 (included as Exhibit A to Exhibit 4.1).

104

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

SIGNATURE

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.

OCUGEN, INC.

Date: May 7, 2026

By:

/s/ Shankar Musunuri

Name: Shankar Musunuri

Title: Chairman, Chief Executive Officer, & Co-Founder

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2613898d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

Execution

Version

OCUGEN, INC.

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of May 7, 2026

6.75% Convertible Senior Notes due 2034

TABLE OF CONTENTS

PAGE

Article 1 DEFINITIONS

Section 1.01.

Definitions

Section 1.02.

References to Interest

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; Restrictions on Transfer; 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.

Rule 144A Information Requirement and Annual 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

Section 4.10.

Increase of Authorized and Unissued Shares

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

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

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 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

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 May 15, 2032

Section 15.02.

Repurchase at Option of Holders Upon a Fundamental Change

Section 15.03.

Withdrawal of Fundamental Change Repurchase Notice or Specified Repurchase Date Repurchase Notice

Section 15.04.

Deposit of Fundamental Change Repurchase Price and Specified Repurchase Date 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 Optional Redemption; Selection of Notes

Section 16.03.

Payment of Notes Called for Redemption

Section 16.04.

Restrictions on Redemption

iii

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

EXHIBIT

Exhibit A

Form of Note

A-1

INDENTURE dated as of May 7, 2026 between

OCUGEN, 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).

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 6.75% Convertible Senior Notes due 2034 (the “Notes”), initially in

an aggregate principal amount not to exceed $130,000,000, and in order to provide the terms and conditions upon which the Notes are to

be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture;

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 Date Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are

to be substantially in the forms hereinafter provided; and

WHEREAS, all acts and things necessary to make

the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as in

this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement according to its

terms, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes have in all respects

been duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions

upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase

and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate

benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows:

Article 1

DEFINITIONS

Section 1.01.      Definitions.

The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires)

for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01.

The words “herein,” “hereof,” “hereunder” and words of similar import refer to this Indenture as a

whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural

as well as the singular.

“Additional Interest” means

all amounts, if any, payable pursuant to Section 4.06(d), Section 4.06(e) and Section 6.03, as applicable.

“Additional Shares” shall have

the meaning specified in Section 14.03(a).

“Affiliate” of any specified

Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such

specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the

power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership

of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative

to the foregoing. Notwithstanding anything to the contrary herein, the determination of whether one Person is an “Affiliate”

of another Person for purposes of this Indenture shall be made based on the facts at the time such determination is made or required to

be made, as the case may be, hereunder.

“Authorized Share Stockholder Approval”

shall have the meaning specified in Section 4.10.

“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 $0.01 per share, at the date of this Indenture, subject to Section 14.07.

“Company” shall have the meaning

specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, shall include its successors and

assigns.

“Company Order” means a written

order of the Company signed by 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 Limit End Date”

means the earlier of (i) May 15, 2027 and (ii) the Reserved Share Effective Date.

“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 this Indenture shall be administered, which office at the date hereof is located

at U.S. Bank Trust Company, National Association, West Side Flats St Paul – 60 Livingston Ave, Saint Paul, MN 55107, Attention:

J. Hahn (Ocugen, Inc. Administrator), or such other address in the contiguous 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

as such successor trustee may designate from time to time by notice to the Holders and the Company).

“Custodian” means the Trustee,

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

“Daily Conversion Value” means,

for each of the 40 consecutive Trading Days during the Observation Period, 2.5% of the product of:

(a) the Conversion Rate on such

Trading Day and

(b) the Daily VWAP for such Trading

Day.

“Daily Measurement Value” means

the Specified Dollar Amount (if any), divided by 40.

“Daily Settlement Amount,” for

each of the 40 consecutive Trading Days during the Observation Period, shall consist of:

(a)          cash

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

and

(b)          if

the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value, a number of shares of Common Stock equal to (i) the

difference between the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the Daily VWAP for such Trading

Day.

“Daily VWAP” means, for each

of the 40 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price as displayed under

the heading “Bloomberg VWAP” on Bloomberg page “OCGN <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.

“Defaulted Amounts” means any

amounts on any Note (including, without limitation, the Redemption Price, the Fundamental Change Repurchase Price, the Specified Repurchase

Date Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for.

The “Default Settlement Method”

will initially be Cash Settlement; provided that, if the Reserved Share Effective Date occurs, the “Default Settlement Method”

will be Physical Settlement, subject to the last paragraph of Section 14.02(a)(iii).

“Depositary” means, with respect

to each Global Note, the Person specified in Section 2.05(c) as the Depositary with respect to such Notes, until a successor

shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary”

shall mean or include such successor.

“Designated Financial Institution”

shall have the meaning specified in Section 14.12(a).

“Distributed Property” shall

have the meaning specified in Section 14.04(c).

“Effective Date” shall have

the meaning specified in Section 14.03(c), except that, as used in Section 14.04 and Section 14.05, “Effective

Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market,

regular way, reflecting the relevant share split or share combination, as applicable. 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 Date

Repurchase Notice” means the “Form of Specified Repurchase Date 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

as 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 the employee benefit plans of the Company

and its Wholly Owned Subsidiaries, has become and files a Schedule TO or any schedule, form or report under the Exchange Act disclosing

that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange

Act, of Common Stock of the Company representing more than 50% of the voting power of the Common Stock of the Company, 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 changes resulting from a subdivision

or combination or solely a change in par value) 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);

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

(d)          the

Common Stock (or other common equity underlying the Notes) ceases to be listed or quoted on any of the Nasdaq Global Select Market, the

Nasdaq Global Market, the Nasdaq Capital Market or the New York Stock Exchange (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 holders of the Company’s Common Stock, 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 (or other common

equity) that are listed or quoted on any of the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or the

New York Stock Exchange (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 this 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 this 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 this instrument

as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

“Interest Payment Date” means

each May 15 and November 15 of each year, beginning on November 15, 2026.

“Last Original Issue Date” means,

(A) with respect to the Notes offered pursuant to the Offering Memorandum, and any Notes issued in exchange therefor or in substitution

thereof, the later of (i) the date of this Indenture and (ii) the last day any Notes are originally issued as part of the same

offering pursuant to the exercise of the option granted to the Initial Purchaser to purchase additional Notes as set forth in the Purchase

Agreement; (B) with respect to any additional Notes issued pursuant to the first sentence of Section 2.10, and any Notes issued

in exchange therefor or in substitution thereof, either (i) the later of (x) the date such Notes are originally issued and (y) the

last date any Notes are originally issued as part of the same offering pursuant to the exercise of an option granted to the initial purchaser

of such Notes to purchase additional Notes issued pursuant to the first sentence of Section 2.10; or (ii) such other date as

is specified in an Officer’s Certificate delivered to the Trustee before the original issuance of such Notes.

“Last Reported Sale Price” of

the Common Stock (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 May 15,

2034.

“Maximum Number of Conversion Shares”

shall have the meaning specified in Section 4.10.

“Note” or “Notes”

shall have the meaning specified in the first paragraph of the recitals of this Indenture.

“Note Register” shall have the

meaning specified in Section 2.05(a).

“Note Registrar” shall have

the meaning specified in Section 2.05(a).

“Notice of Conversion” shall

have the meaning specified in Section 14.02(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 February 15,

2034, the 40 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 with respect to such Notes occurs during the related

Redemption Period, the 40 consecutive Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately

preceding such Redemption Date; and (iii) subject to clause (ii), if the relevant Conversion Date occurs on or after February 15,

2034, the 40 consecutive Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding the

Maturity Date.

“Offering Memorandum” means

the preliminary offering memorandum dated May 4, 2026, as supplemented by the related pricing term sheet dated May 4, 2026,

relating to the offering and sale of the Notes.

“Officer” means, with respect

to the Company, the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, the Chief Accounting

Officer, the Chief Legal Officer, General Counsel, the Treasurer, the Secretary, any Executive or Senior Vice President or any Vice President

(whether or not designated by a number or numbers or word or words added before or after the title “Vice President”).

“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.

“outstanding,” when used with

reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Notes authenticated and

delivered by the Trustee under this Indenture, except:

(a)          Notes

theretofore cancelled 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);

that have been paid pursuant to the second paragraph of Section 2.06 or Notes in lieu of which, or in substitution for which, other

Notes shall have been authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee

is presented that any such Notes are held by protected purchasers in due course;

(d)          Notes

converted pursuant to Article 14 and required to be cancelled pursuant to Section 2.08; 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.

“Purchase Agreement” means that

certain Purchase Agreement, dated May 4, 2026, between the Company and Oppenheimer & Co. Inc., (the “Initial Purchaser”),

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 will 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 will also constitute a Qualified Successor Entity

with respect to such Business Combination Event, provided that, in the case of this clause (ii), (1) if such limited liability company

or limited partnership is not treated as a corporation or an entity disregarded as separate from a corporation, in each case for U.S.

federal income tax purposes, (x) the Company has received an opinion of a nationally recognized tax counsel to the effect that such

Business Combination Event will 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 and (y) such limited liability company or limited partnership is a direct or indirect,

Wholly Owned Subsidiary of a corporation duly organized and existing under the laws of the United States of America, any State thereof

or the District of Columbia; (2) such Business Combination Event constitutes a Share Exchange Event whose Reference Property consists

solely of any combination of cash in U.S. dollars and shares of common stock or other corporate Common Equity interests of a corporation

described in clause (1)(y); and (3) 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 an entity described in clause (1)(y).

“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 relevant date on which the Company delivers a Notice of Redemption

for such Optional Redemption until the close of business on the 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 May 1 or November 1 (whether or not such day is a Business Day) immediately

preceding the applicable May 15 or November 15 Interest Payment Date, respectively.

“Reporting Event of Default”

shall have the meaning specified in Section 6.03.

“Resale Restriction Termination Date”

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

“Responsible Officer” means,

when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president,

assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily

performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate

trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity with the particular subject

and who, in each case, shall have direct responsibility for the administration of this Indenture.

“Restricted Securities” shall

have the meaning specified in Section 2.05(c).

“Restrictive Notes Legend” shall

have the meaning specified in Section 2.05(c).

“Reverse Stock Split” shall

have the meaning specified in Section 4.10.

“Reserved Share Effective Date”

shall have the meaning specified in Section 4.10.

“Rule 144” means Rule 144

as promulgated under the Securities Act.

“Rule 144A” means Rule 144A

as promulgated under the Securities Act.

“Scheduled Trading Day” means

a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common

Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled Trading Day”

means a Business Day.

“Securities Act” means the Securities

Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Settlement Amount” has the

meaning specified in Section 14.02(a)(iv).

“Settlement Method” means, with

respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to have been

elected) by the Company.

“Settlement Notice” has the

meaning specified in Section 14.02(a)(iii).

“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) of Regulation

S-X promulgated by the Commission (or any successor rule); provided that, if and to the extent paragraph (w)(1)(iii)(A)(2) does

not apply to the determination of whether the income test in paragraph (w)(1)(iii) is met, 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 of the Offering Memorandum, such Subsidiary shall be deemed not to be a Significant Subsidiary unless

the Subsidiary’s income from continuing operations before income taxes, exclusive of amounts attributable to any non-controlling

interests and after intercompany eliminations, for the last completed fiscal year prior to the date of such determination exceeds $10,000,000.

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 this Indenture irrespective of

whether such Subsidiary would otherwise be deemed to be a “Significant Subsidiary” after giving effect to the proviso 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

Notice” shall have the meaning specified in Section 15.01(b).

“Specified Repurchase Date Repurchase

Price” shall have the meaning specified in Section 15.01(a).

“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).

“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.

“transfer” shall have the meaning

specified in Section 2.05(c).

“Trigger Event” shall have the

meaning specified in Section 14.04(c).

“Trust Indenture Act” means

the Trust Indenture Act of 1939, as amended, as it was in force at the date of execution of this Indenture; provided, however,

that in the event the Trust Indenture Act of 1939 is amended after the date hereof, the term “Trust Indenture Act”

shall mean, to the extent required by such amendment, the Trust Indenture Act of 1939, as so amended.

“Trustee” means the Person named

as the “Trustee” in the first paragraph of this Indenture until a successor trustee shall have become such pursuant

to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then

a Trustee hereunder.

“unit of Reference Property” shall

have the meaning specified in Section 14.07(a).

“Valuation Period” shall have

the meaning specified in Section 14.04(c).

“Wholly Owned Subsidiary” means,

with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more

than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%,”

the calculation of which shall exclude nominal amounts of the voting power of shares of Capital Stock or other interests in the relevant

Subsidiary not held by such Person to the extent required to satisfy local minority interest requirements outside of the United States.

Section 1.02.      References

to Interest. Unless the context otherwise requires, any reference to interest on, or in respect of, any Note in this Indenture shall

be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of Section 4.06(d),

Section 4.06(e) and Section 6.03. Unless the context otherwise requires, any express mention of Additional Interest in

any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is

not made.

Article 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01.      Designation

and Amount. The Notes shall be designated as the “6.75% Convertible Senior Notes due 2034.” The aggregate principal amount

of Notes that may be authenticated and delivered under this Indenture is initially limited to $130,000,000, subject to Section 2.10

and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the

extent expressly permitted hereunder.

Section 2.02.      Form of

Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective

forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made

a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly

agree to such terms and provisions and to be bound thereby. In the case of any conflict between this Indenture and a Note, the provisions

of this Indenture shall control and govern to the extent of such conflict.

Any Global Note may be endorsed with or have incorporated

in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the

Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and

regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance

or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes

are subject.

Any of the Notes may have such letters, numbers

or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution

thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required

to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities

exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate

any special limitations or restrictions to which any particular Notes are subject.

Each Global Note shall represent such principal

amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount

of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby

may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges

permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes

represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions

given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including the Redemption Price, the Fundamental

Change Repurchase Price and the Specified Repurchase Date Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global

Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible

to receive payment is provided for herein.

Section 2.03.      Date

and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered form without

coupons in 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 within the contiguous 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 of these Notes at their address

as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000,

either by check mailed to each 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.

Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per annum at

the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, such relevant payment date,

and such Defaulted Amounts together with such interest thereon shall be paid by the Company, at its election in each case, as provided

in clause (i) or (ii) below:

(i)           The

Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor Notes)

are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the

following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note

and the date of the proposed payment (which shall be not less than 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 at its address as it appears in the Note Registrar (or, in the case of Global Notes, in compliance with the applicable procedures

of the Depositary) 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.

(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 other electronic signature of its Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, Treasurer,

General Counsel, Secretary or any of its Executive or Senior Vice Presidents.

At any time and from time to time after the execution

and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with

a Company Order (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 be entitled to 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 this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating

agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and

delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

In case any Officer of the Company who shall have

signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee,

or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed

such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at

the actual date of the execution of such Note, shall be the Officers of the Company, although at the date of the execution of this Indenture

any such person was not such an Officer.

Section 2.05.      Exchange

and Registration of Transfer of Notes; Restrictions on Transfer; Depositary.

(a)            The

Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office

or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable

regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall

be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby

initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.

The Company may appoint one or more co-Note Registrars in accordance with Section 4.02.

Upon surrender for registration of transfer of

any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05,

the Company shall execute, and the Trustee, 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 and bearing

such restrictive legends as may be required by this Indenture.

Notes may be exchanged for other Notes of any authorized

denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained

by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee

shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not

contemporaneously outstanding.

All Notes presented or surrendered for registration

of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note

Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company

and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing.

No service charge shall be imposed by the Company,

the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but

the Company or the Trustee 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 a Fundamental Change (and not withdrawn) or on the Specified Repurchase

Date (and not withdrawn) in accordance with Article 15 or (iii) any Notes selected for Optional Redemption in accordance with

Article 16, except the unredeemed portion of any Note being redeemed in part.

All Notes issued upon any registration of transfer

or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled

to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(b)           So

long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the fourth

paragraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “Global

Note”) registered in the name of the Depositary or the nominee of the Depositary. Each Global Note shall bear the legend required

on a Global Note set forth in Exhibit A hereto. The transfer and exchange of beneficial interests in a Global Note that does not

involve the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance

with this Indenture (including the restrictions on transfer set forth herein) and the applicable procedures of the Depositary therefor.

Note that bears or is required under this Section 2.05(c) to bear the Restrictive Notes Legend (together with any Common Stock

issued upon conversion of the Notes that is required to bear the legend set forth in Section 2.05(d), collectively, the “Restricted

Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.05(c) (including the Restrictive

Notes Legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the

Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions

on transfer. As used in this Section 2.05(c) and Section 2.05(d), the term “transfer” encompasses any

sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Until the date (the “Resale Restriction

Termination Date”) that is the later of (1) the date that is one year after the Last Original Issue Date, or such shorter

period of time as permitted by Rule 144 or any successor provision thereto, and (2) such later date, if any, as may be required

by applicable law, any certificate evidencing some or all of the Notes (and all securities issued in exchange therefor or substitution

thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(d),

if applicable) shall bear a legend in substantially the following form (the “Restrictive Notes Legend”) (unless such

Notes have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and

that continues to be effective at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144

or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof

to the Trustee):

THIS SECURITY AND THE SHARES OF COMMON STOCK, IF ANY, ISSUABLE

UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION

HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)            REPRESENTS

THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER

THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2)            AGREES

FOR THE BENEFIT OF OCUGEN, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS

SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE

HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH

LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

(A)           TO

THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)            PURSUANT

TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR

(D)            PURSUANT

TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH

CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS

OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH

THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT.

No transfer of any Note required to bear the legend

above will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.

Any Note (or security issued in exchange or substitution

therefor) (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has been

transferred pursuant to a registration statement that has become effective or been declared effective under the Securities Act and that

continues to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from registration provided

by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of such Note for exchange to the

Note Registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate

principal amount, which shall not bear the Restrictive Notes Legend required by this Section 2.05(c) and shall not be assigned

a restricted CUSIP number. The Restrictive Notes Legend set forth above and affixed on any Note will be deemed, in accordance with the

terms of the certificate representing such Note, to be removed therefrom upon the Company’ s delivery to the Trustee of written

notice to such effect, without further action by the Company, the Trustee, the Holder(s) thereof or any other Person; at such time,

such Note will be deemed to be assigned an unrestricted CUSIP number as provided in the certificate representing such Note, it being understood

that the Depositary of any Global Note may require a mandatory exchange or other process to cause such Global Note to be identified by

an unrestricted CUSIP number in the facilities of such Depositary; provided, however, that if such Note is a Global Note and the Depositary

thereof requires a mandatory exchange or other procedure to cause such Global Note to be identified by “unrestricted” CUSIP

and ISIN numbers in the facilities of such Depositary, then (i) the Company will effect such exchange or procedure as soon as reasonably

practicable; and (ii) for purposes of Section 4.06, such Global Note will not be deemed to be identified by unrestricted CUSIP

and ISIN numbers until such time as such exchange or procedure is effected. The Company and the Trustee reserve the right to require the

delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that any proposed

transfer of any Note is being made in compliance with the Securities Act and applicable state securities laws.

The Company shall be entitled to instruct the Custodian

in writing to so surrender any Global Note as to which any of the conditions set forth in clause (i) through (iii) of the immediately

preceding sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and

any new Global Note so exchanged therefor shall not bear the Restrictive Notes Legend specified in this Section 2.05(c) and

shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in writing upon the occurrence of the Resale

Restriction Termination Date and promptly after a registration statement, if any, with respect to the Notes or any Common Stock issued

upon conversion of the Notes has been declared effective under the Securities Act.

Notwithstanding any other provisions of this Indenture

(other than the provisions set forth in this Section 2.05(c)), a Global Note may not be transferred as a whole or in part except

(i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the

Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for

exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second immediately succeeding paragraph.

The Depositary shall be a clearing agency registered

under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note.

Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary,

and deposited with the Trustee as custodian for Cede & Co.

If (i) the Depositary notifies the Company

at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not

appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor

depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing

and, 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 cancelled.

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, cancelled, repurchased upon a Fundamental Change or on the Specified Repurchase Date, redeemed or transferred, such

Global Note shall be, upon receipt thereof, cancelled 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, cancelled, repurchased upon a Fundamental Change or on the Specified Repurchase Date, 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 (including in its capacity as Paying Agent and Conversion Agent) 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.

(d)            Until

the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion of a Note shall bear a

legend in substantially the following form (unless such Common Stock has been transferred pursuant to a registration statement that has

become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant

to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or such

Common Stock has been issued upon conversion of a Note that has been transferred pursuant to a registration statement that has become

or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the

exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise

agreed by the Company with written notice thereof to the Trustee and any transfer agent for the Common Stock):

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED

EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)            REPRESENTS

THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER

THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2)            AGREES

FOR THE BENEFIT OF OCUGEN, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS

SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR

TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER

THE LAST ORIGINAL ISSUE DATE OF THE NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED

BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED

BY APPLICABLE LAW, EXCEPT:

(A)            TO

THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)            PURSUANT

TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR

(D)            PURSUANT

TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH

CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY

OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER

IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY

OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Any such Common Stock (i) as to which such

restrictions on transfer shall have expired in accordance with their terms, (ii) that has been transferred pursuant to a registration

statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer

or (iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in

force under the Securities Act, may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance

with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate

number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 2.05(d).

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 Note (including any transfers between or among Depositary participants or beneficial

owners of interests in any Global Note) 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.

(e)            Each

Note issued with original issue discount for U.S. federal income tax purposes shall bear the legend in substantially the following form:

THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT”

(“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. HOLDERS MAY OBTAIN

INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE PRICE, THE ISSUE DATE, AND THE YIELD TO MATURITY RELATING

TO THIS NOTE BY CONTACTING THE COMPANY, AT 11 Great Valley Parkway, Malvern, PA 19355 (Attn: Shankar Musunuri).

(f)            Any

Note or restricted Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by the Company or any Affiliate

of the Company (or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) may not be

resold by the Company or such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or resold pursuant

to an exemption from the registration requirements of the Securities Act in a transaction that results in such Note or Common Stock, as

the case may be, no longer being a “restricted security” (as defined under Rule 144).

Section 2.06.      Mutilated,

Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion

may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver,

a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in

lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note shall furnish

to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them

to save each of them harmless from any loss, liability, cost or expense caused by or connected with such substitution, and, in every case

of destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such authenticating

agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

The Trustee or such authenticating agent may authenticate

any such substituted Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable,

such authenticating agent may require. No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note

Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to

cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of

the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen.

In case any Note that has matured or is about to mature or has been surrendered for required repurchase upon a Fundamental Change or on

the Specified Repurchase Date or is about to be converted in accordance with Article 14 shall become mutilated or be destroyed, lost

or stolen, the Company may, in its sole discretion, instead of issuing a substitute Note, pay or authorize the payment of or convert or

authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant

for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security

or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected

with such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable,

any Paying Agent or Conversion Agent evidence of their satisfaction of the destruction, loss or theft of such Note and of the ownership

thereof.

Every substitute Note issued pursuant to the provisions

of this Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual

obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all

the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all

other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the express condition that the

foregoing provisions are exclusive with respect to the replacement, payment, redemption, conversion or repurchase of mutilated, destroyed,

lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter

enacted to the contrary with respect to the replacement, payment, redemption, conversion or repurchase of negotiable instruments or other

securities without their surrender.

Section 2.07.      Temporary

Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee or an authenticating agent appointed by

the Trustee shall, upon written request of the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary

Notes shall be issuable in any authorized denomination, and substantially in the form of the Physical Notes but with such omissions, insertions

and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be

executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially the

same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall execute and deliver to the

Trustee or such authenticating agent Physical Notes (other than any Global Note) and thereupon any or all temporary Notes (other than

any Global Note) may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.02

and the Trustee or such authenticating agent upon receipt of a Company Order shall authenticate and deliver in exchange for such temporary

Notes an equal aggregate principal amount of Physical Notes. Such exchange shall be made by the Company at its own expense and without

any charge therefor. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the

same limitations under this Indenture as Physical Notes authenticated and delivered hereunder.

Section 2.08.      Cancellation

of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon

a Fundamental Change or on the Specified Repurchase Date, Optional Redemption, registration of transfer or exchange or conversion, as

the case may be (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 cancelled promptly by it

in accordance with its customary procedures upon the written request of the Company. Except for any Notes surrendered for registration

of transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated

in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of cancelled 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 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, 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 this 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) This 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, any Fundamental Change Repurchase Date,

the Specified Repurchase Date, upon conversion or otherwise, cash, shares of Common Stock or a combination thereof, as applicable, solely

to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and payable

under this Indenture 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 requested by the Company acknowledging satisfaction and

discharge of this Indenture and the Notes, 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 this Indenture

and the Notes have been complied with. Notwithstanding the satisfaction and discharge of this 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 Fundamental Change Repurchase Price and the Specified Repurchase Date 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 set off against interest and payments upon conversion, repurchase or maturity of the Notes, or if any withholding

taxes (including backup withholding) are paid on behalf of a Holder or beneficial owner, those withholding taxes may be set off against

payments of cash or Common Stock, if any, payable on the Notes (or, in some circumstances, any payments on the Common Stock) or sales

proceeds received by, or other funds or assets of, the Holder or beneficial owner.

Section 4.02.      Maintenance

of Office or Agency. The Company will maintain within the contiguous 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 this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location,

of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish

the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust

Office or the office or agency of the Trustee within the contiguous 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 within the contiguous 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 within the

contiguous 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 this 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 Fundamental Change

Repurchase Price and the Specified Repurchase Date 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 Fundamental Change Repurchase Price and the Specified Repurchase Date 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.

(iv)         The

Company shall, on or before each due date of the principal (including the Redemption Price, the Fundamental Change Repurchase Price and

the Specified Repurchase Date 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 Fundamental Change Repurchase Price and the Specified

Repurchase Date 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 principal (including the Redemption Price, the

Fundamental Change Repurchase Price and the Specified Repurchase Date Repurchase Price, if applicable) of, and accrued and unpaid interest

on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal

(including the Redemption Price, the Fundamental Change Repurchase Price and the Specified Repurchase Date 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 Fundamental Change Repurchase

Price and the Specified Repurchase Date Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same

shall become due and payable.

in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and

discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust

by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon

the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying

Agent shall be released from all further liability but only with respect to such sums or amounts.

(d)            Subject

to applicable 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 Fundamental Change Repurchase Price and the Specified

Repurchase Date 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 Fundamental Change Repurchase Price and

the Specified Repurchase Date 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(h) or Section 6.01(i), the Trustee shall automatically become the Paying

Agent if the Trustee is not the Paying Agent at such time.

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.      Rule 144A

Information Requirement and Annual Reports. (a) At any time the Company is not subject to Section 13 or 15(d) of the

Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at

such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly

provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any shares of

Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under

the Securities Act to facilitate the resale of such Notes or shares of Common Stock pursuant to Rule 144A.

(b)            The

Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any 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 it 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(b) 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.

of the reports, information and documents described in subsection (b) above to the Trustee is for informational purposes only, and

the information and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained

therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder

(as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).

(d)            If,

at any time during the six-month period beginning on, and including, the date that is six months after the Last Original Issue Date, the

Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of

the Exchange Act, as applicable (other than reports on Form 8-K and after giving effect to all applicable grace periods under the

Exchange Act, including any grace periods provided by Rule 12b-25 (or any successor rule), 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 it expects

to file such report within the applicable Rule 12b-25 grace period), or the Notes are not otherwise freely tradable pursuant to Rule 144

by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three

months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes),

the Company shall pay Additional Interest on the Notes.

Such Additional Interest shall accrue on the Notes

at the rate of (i) 0.25% per annum of the principal amount of the Notes outstanding for each of the first 90 days and (ii) 0.50%

per annum of the principal amount of the Notes outstanding for each day from, and including, the 91st day during such period for which

the Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144

by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three

months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used

in this Section 4.06(d), documents or reports that the Company is required to “file” with the Commission pursuant to

Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Company furnishes to the Commission pursuant

to Section 13 or 15(d) of the Exchange Act. For purposes of this Section 4.06(d), the phrase “restrictions pursuant

to U.S. securities laws or the terms of this Indenture or the Notes” shall not include, for the avoidance of doubt, the assignment

of a restricted CUSIP number, the existence of the Restrictive Notes Legend on Notes in compliance with Section 2.05(c) during

the six-month period described in this Section 4.06(d).

(e)            If,

and for so long as, the Restrictive Notes Legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are

assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the

Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding

(without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 385th day after the Last

Original Issue Date, the Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount

of Notes outstanding until the Restrictive Notes Legend on the Notes has been removed in accordance with Section 2.05(c), the Notes

are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s

Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately preceding) without restrictions

pursuant to U.S. securities laws or the terms of this Indenture or the Notes; provided, however, that no such Additional Interest shall

accrue or be owed until the fifth Business Day following written notification to the Company by any Holder or beneficial owner of the

Notes (with a copy to the Trustee) requesting that the Company comply with its obligations described in this paragraph (which notice may

be given at any time after the 330th day after the Last Original Issue Date), it being understood and agreed that in no event shall such

Additional Interest accrue or be owed for any period prior to the 385th day after the Last Original Issue Date.

(f)            Additional

Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes;

provided that if Additional Interest begins to accrue on any Global Note on or after the close of business on a Regular Record Date and

prior to the open of business on the corresponding Interest Payment Date, the Additional Interest that accrues during such period will

be due on the Interest Payment Date next succeeding such corresponding Interest Payment Date, and no interest shall accrue in respect

of such delay.

(g)            Subject

to the immediately succeeding sentence, the Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e) shall

be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election as the

sole remedy for a Reporting Event of Default. However, in no event shall Additional Interest accrue for the Company’s failure to

comply with its obligations to timely file any document or report that the Company is required to file with the Commission pursuant to

Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other

than reports on Form 8-K), as set forth in Section 4.06(d), together with any Additional Interest that may accrue at the Company’s

election as the sole remedy for a Reporting Event of Default, at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless

of the number of events or circumstances giving rise to the requirement to pay such Additional Interest.

(h)            If

Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver

to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and

(ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the

Corporate Trust Office such a certificate, the Trustee may conclusively assume without inquiry that no such Additional Interest is payable.

If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officer’s

Certificate setting forth the particulars of such payment.

(i)            The

accrual of Additional Interest to the extent provided in Section 4.06(d) or Section 4.06(e) will be the exclusive

remedy available to Holders for failure of their Notes to become “freely tradable” as such term is used in Section 4.06(d) and

4.06(e).

Section 4.07.      Stay,

Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon,

plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would

prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever

enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and the Company

(to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not,

by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit

the execution of every such power as though no such law had been enacted.

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 this Indenture.

Section 4.10.      Increase

of Authorized and Unissued Shares. The Company shall use its best efforts to increase the number of authorized and unissued shares

of Common Stock to an amount that, together with other shares of Common Stock then reserved for issuance upon conversion of the Notes,

is sufficient to cover the number of shares of Common Stock (the “Maximum Number of Conversion Shares”) issuable upon

conversion of all then-outstanding Notes, assuming (x) Physical Settlement will apply to such conversion; and (y) the Conversion

Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 14.03. The Company

shall seek the approval of a charter amendment to either (i) increase the number of authorized shares of its Common Stock that results

in a number of authorized and unissued shares of Common Stock at least sufficient to cover the Maximum Number of Conversion Shares (the

“Authorized Share Stockholder Approval”) or (ii) effect a reverse stock split of its Common Stock that results

in a number of authorized and unissued shares of Common Stock at least sufficient to cover the Maximum Number of Conversion Shares (the

“Reverse Stock Split”), in each case, at a meeting of its stockholders to be held as promptly as practicable after

the date of this Indenture, and in any case no later than September 30, 2026, and the Company’s Board of Directors will endorse

such approval in the related proxy materials. Upon receipt of the Authorized Share Stockholder Approval or the Reverse Stock Split stockholder

approval, the Company shall take all actions necessary to execute such increase in the share authorization or the reverse stock split

promptly. If the Company does not obtain the Authorized Share Stockholder Approval or the Reverse Stock Split stockholder approval at

such stockholder meeting, the Company shall use its best efforts to (1) secure the Authorized Share Stockholder Approval or Reverse

Stock Split stockholder approval as soon as possible and (2) procure that the Company’s Board of Directors recommend endorse

such approval in the related proxy materials. If the Company obtains the Authorized Share Stockholder Approval or Reverse Stock Split

stockholder approval and implements the increase in authorized shares of Common Stock or the Reverse Stok Split, the Company shall reserve

the Maximum Number of Conversion Shares solely for issuance upon conversion of the outstanding Notes.

The first date on which the Company increases the

number of authorized and unissued shares of Common Stock as described in the immediately preceding paragraph pursuant to the Authorized

Share Stockholder Approval or Reverse Stock Split stockholder approval, or otherwise increases the number of shares of Common Stock available

to settle conversions of the Notes, and, in each case, reserves the Maximum Number of Conversion Shares solely for issuance upon conversion

of the outstanding Notes as the “Reserved Share Effective Date.” The Company will notify the Trustee, the Conversion

Agent (if not the Trustee) and the Holders of the Reserved Share Effective Date no later than the fifth (5th) Business Day after it occurs.

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 May 1 and November 1 in each year beginning with November 1, 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. The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the

names and addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by

the Trustee in its capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 5.01

upon receipt of a new list so furnished.

Article 6

DEFAULTS AND REMEDIES

Section 6.01.      Events

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

(a)            default

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

(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;

by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s

conversion right and such failure continues for five Business Days;

(d)            failure

by the Company to give (1) 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,

or (2) notice of a specified distribution in accordance with Section 14.01(b) when due and such failure continues for one

Business Day;

(e)            failure

by the Company to comply with its obligations under Article 11;

(f)            failure

by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then

outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or this Indenture;

(g)            default

by the Company or any 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 $10,000,000 (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 indebtedness 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 this Indenture;

(h)            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

(i)             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.

For the avoidance of doubt, for purposes of Section 6.01(g), “indebtedness

for money borrowed” shall not include any obligations due under any foreign exchange, currency option, currency swap or other similar

transaction.

Section 6.02.      Acceleration;

Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event

of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or

order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such

case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company),

unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25%

in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the

Company (and to the Trustee if given by Holders), may (and the Trustee at the request of such Holders accompanied by security and/or indemnity

satisfactory to the Trustee and otherwise subject to the limitations in this Indenture shall) 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 this Indenture or in the Notes to the contrary notwithstanding.

If an Event of Default specified in Section 6.01(h) or Section 6.01(i) 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 due and payable

immediately without any action on the part of the Trustee. If an Event of Default occurs and is continuing the Trustee may pursue, in

its own name or as Trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal

of and interest on the notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a

proceeding even if it does not possess the Notes or does not product any of the Notes in a proceeding.

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 this Indenture (including, for the avoidance of doubt, the failure to pay 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 this Indenture; but no such

waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right

consequent thereon.

For the avoidance of doubt, and without limiting

the manner in which any Default or Event of Default can be cured: (a) a failure by the Company to send a notice in accordance with

this 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; (b) 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 (c) 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. For the avoidance of doubt, nothing in the immediately preceding two sentences shall constitute a

waiver of or in any way limit the Trustee’s or any Holder’s right to institute suit for any damages incurred as a result of

an Event of Default under this Indenture even if such Event of Default is subsequently cured.

Section 6.03.      Additional

Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy

for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) (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. Subject to the last paragraph

of this Section 6.03, Additional Interest payable pursuant to this Section 6.03 shall be in addition to, not in lieu of, any

Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e). 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(b) 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(b). In the event the Company does not elect

to pay Additional Interest following an Event of Default in accordance with this Section 6.03 or the Company elected to make such

payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in Section 6.02

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 a Reporting Event of Default, 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.

In no event shall Additional Interest payable at

the Company’s election as the sole remedy for a Reporting Event of Default, together with any Additional Interest that may accrue

as a result of the Company’s failure to timely file any document or report that the Company is required to file with the Commission

pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder

and other than reports on Form 8-K), pursuant to Section 4.06(d), accrue at a rate in excess of 0.50% per annum pursuant to

this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest.

Section 6.04.      Payments

of Notes on Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01 shall have

occurred and be continuing, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes,

the whole amount then due and payable on the Notes for principal and interest, if any, with interest on any overdue principal and interest,

if any, at the rate borne by the Notes at such time and, in addition thereto, such further amount as shall be sufficient to cover any

amounts due to the Trustee under Section 7.06. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee,

in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid,

may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes

and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other

obligor upon the Notes, wherever situated.

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

this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production

thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought

in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable

compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of

the Notes.

In any proceedings brought by the Trustee (and

in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee

shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any

such proceedings.

In case the Trustee shall have proceeded to enforce

any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant to Section 6.09

or any rescission and annulment pursuant to Section 6.02 or for any other reason or shall have been determined adversely to the Trustee,

then and in every such case the Company, the Holders and the Trustee shall, subject to any determination in such proceeding, be restored

respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Holders and the

Trustee shall continue as though no such proceeding had been instituted.

Section 6.05.      Application

of Monies Collected by Trustee. Any monies 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 this 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 is payable on such Notes and has been collected by the Trustee) upon such overdue payments at the rate borne

by the Notes then payable on such Notes at such time, 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 Fundamental Change Repurchase Price and the Specified Repurchase Date 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 Fundamental Change Repurchase Price and the Specified

Repurchase Date 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 Fundamental Change Repurchase Price

and the Specified Repurchase Date 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 Fundamental

Change Repurchase Price and the Specified Repurchase Date Repurchase Price) or interest when due, or the right to receive payment or delivery

of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this

Indenture or the Notes to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture,

or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:

(a)            such

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

(b)            Holders

of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute

such action, suit or proceeding in its own name as Trustee hereunder;

Holders shall have offered, and if requested, provided to the Trustee such security or indemnity reasonably satisfactory to it against

any loss, liability or expense to be incurred therein or thereby;

(d)            the

Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall have neglected or refused

to institute any such action, suit or proceeding; and

(e)            no

direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders

of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.09,

it being understood and intended, and being expressly covenanted by

the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right

in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any

other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder (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 this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders

(except as otherwise provided herein). For the protection and enforcement of this Section 6.06, each and every Holder and the Trustee

shall be entitled to such relief as can be given either at law or in equity.

Notwithstanding any other provision of this Indenture

and any provision of any Note, each Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal

(including the Redemption Price, the Fundamental Change Repurchase Price and the Specified Repurchase Date Repurchase Price, if applicable)

of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion of, such Note, on or after the

respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such

payment or delivery, as the case may be.

Section 6.07.      Proceedings

by Trustee. In case of an Event of Default, the Trustee may in its discretion proceed to protect and enforce the rights vested in

it by this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit

in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement

contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable

right vested in the Trustee by this Indenture or by law.

Section 6.08.      Remedies

Cumulative and Continuing. Except as provided in the last paragraph of Section 2.06, all powers and remedies given by this Article 6

to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any

other powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance

or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of

any of the Notes to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or

shall be construed to be a waiver of any such Default or Event of Default or any acquiescence therein; and, subject to the provisions

of Section 6.06, every power and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised

from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.

Section 6.09.      Direction

of Proceedings and Waiver of Defaults by Majority of Holders. Subject to the Trustee’s right to receive security or indemnity

from the relevant Holders as described herein, the Holders of a majority of the aggregate principal amount of the Notes at the time outstanding

determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding

for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes; provided,

however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the

Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to

follow any direction that it determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee

shall not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to the rights of any other Holder)

or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time

outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes waive any past Default or

Event of Default hereunder and its consequences (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, any Fundamental Change Repurchase Price and any Specified Repurchase Date Repurchase

Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company

to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of a covenant

or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note

affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights

hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.09, said Default or Event

of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver

shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Section 6.10.      Notice

of Defaults. The Trustee shall, within the later of 90 days after the occurrence and continuance of a Default of which a Responsible

Officer has actual knowledge and promptly after obtaining knowledge thereof, 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 Fundamental Change Repurchase

Price and the Specified Repurchase Date 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 this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed,

that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any

suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking

to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’

fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made

by such party litigant; provided that the provisions of this Section 6.11 (to the extent permitted by law) shall not apply

to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10%

in principal amount of the Notes at the time outstanding determined in accordance with Section 8.04, or to any suit instituted by

any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but

not limited to, the Redemption Price, the Fundamental Change Repurchase Price and the Specified Repurchase Date Repurchase Price, if applicable)

on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note, or

receive the consideration due upon conversion, in accordance with the provisions of Article 14.

Article 7

CONCERNING THE TRUSTEE

Section 7.01.      Duties

and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all

Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this

Indenture. In the event an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested

in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the

circumstances in the conduct of such person’s own affairs; provided that if an Event of Default occurs and is continuing,

the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any

of the Holders unless such Holders have offered, and if requested, provided to the Trustee indemnity or security satisfactory to it against

any loss, liability or expense that might be incurred by it in compliance with such request or direction.

No provision of this Indenture shall be construed

to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful

misconduct, except that:

(a)            prior

to the occurrence of an Event of Default of which a Responsible Officer of the Trustee has written or actual knowledge and after the curing

or waiving of all Events of Default that may have occurred:

(i)            the

duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not

be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants

or obligations shall be read into this Indenture against the Trustee; and

(ii)            in

the absence of gross negligence 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 this Indenture; but, in the case of any such certificates or opinions that by any provisions hereof

are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or

not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations

or other facts stated therein);

(b)            the

Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it

shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;

Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction

of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided

in Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising

any trust or power conferred upon the Trustee, under this Indenture;

(d)            whether

or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection

to, the Trustee shall be subject to the provisions of this Section;

(e)            the

Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating

to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect to the

Notes;

(f)            if

any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to

the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless

a Responsible Officer of the Trustee had actual knowledge of such event;

(g)            the

Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture;

(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, fees, taxes or other

charges incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the

failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide

timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the

absence of such written investment direction from the Company;

(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;

(j)             the

Trustee shall not be deemed to have notice of any Default or Event of Default (except in the case of a Default or Event of Default in

payment of scheduled principal of, premium, if any, or interest, if any, on, any Note) unless a Responsible Officer of the Trustee has

actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default (and stating the occurrence

of a Default or Event of Default) is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references

the Notes and this Indenture;

(k)            the

Trustee shall not be responsible or liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized

or within its rights or powers conferred upon it by this Indenture;

(l)             the

Trustee shall not be obligated to take possession of any Common Stock, whether upon conversion or in connection with any discharge of

this Indenture pursuant to Article 3 hereof, but shall satisfy its obligation as Conversion Agent by working through the stock transfer

agent of the Company from time to time as directed by the Company; and

(m)            neither

the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

None of the provisions contained in this Indenture

shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of

its duties or in the exercise of any of its rights or powers. Prior to taking any action under this Indenture, the Trustee shall be entitled

to 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;

in the administration of this Indenture, the Trustee shall deem it desirable 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 this Indenture, which Officer’s Certificate may be signed

by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate

previously delivered and not superseded; 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 any of their respective directors, members, officers, agents, affiliates, or employees,

nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee shall not be responsible

for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission in the records which may result from

such information or any failure by the Trustee to perform its duties 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 of the Notes.

Section 7.03.      No

Responsibility for Recitals, Etc. The recitals contained herein and in the Notes (except in the Trustee’s certificate of authentication)

shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee

makes no representations as to the validity or sufficiency of this Indenture, the Offering Memorandum or of the Notes. The Trustee shall

not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by

the Trustee in conformity with the provisions of this Indenture. The Trustee shall have no responsibility or liability with respect to

any information, statement or recital in the Offering Memorandum or other disclosure material prepared or distributed with respect to

the issuance of the Notes.

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. The Trustee shall not be obligated to take possession of any Common Stock, whether upon conversion or in connection

with any discharge of this Indenture pursuant to Article 3 hereof, but shall satisfy its obligation as Conversion Agent by working

through the stock transfer agent of the Company from time to time as directed by the Company.

Section 7.06.      Compensation

and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee, in any capacity under this Indenture, from time to

time and the Trustee shall receive such compensation agreed in writing between the Company and the Trustee 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 this Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements

of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall have

been caused by its gross negligence or willful misconduct, as determined by a final, non-appealable decision of a court of competent jurisdiction.

The Company also covenants to indemnify the Trustee or any predecessor Trustee in any capacity under this Indenture and any other document

or transaction entered into in connection herewith and its agents and any authenticating agent for, and to hold them harmless against,

any loss, claim, damage, liability or expense incurred without gross negligence or willful misconduct on the part of the Trustee, its

officers, directors, agents or employees, or such agent or authenticating agent, as the case may be, as determined by a final, non-appealable

decision of a court of competent jurisdiction, and arising out of or in connection with the acceptance or administration of this Indenture

or in any other capacity hereunder and the enforcement of this 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 lien to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except, subject

to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes, and, for the avoidance

of doubt, such lien 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 this Indenture and the earlier resignation or removal of the Trustee. The Company need not pay for any settlement made without its

consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the

officers, directors, agents and employees of the Trustee.

Without prejudice to any other rights available

to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after

an Event of Default specified in Section 6.01(h) or Section 6.01(i) occurs, the expenses and the compensation for

the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws.

Section 7.07.      Officer’s

Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this

Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action

hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence

and 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 and willful misconduct on the part

of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon

the faith thereof.

Section 7.08.      Eligibility

of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture

Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and surplus of at least $50,000,000.

If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining

authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital

and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in

accordance with the provisions of this Section, it shall resign promptly in the manner and with the effect hereinafter specified in this

Article.

Section 7.09.      Resignation

or Removal of Trustee.

(a)            The

Trustee may at any time resign by giving written notice of such resignation to the Company 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, at the expense of the Company, 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 Indenture) may, subject to the provisions of Section 6.11, on behalf of himself or herself and all others similarly situated,

petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem

proper and prescribe, appoint a successor trustee.

(b)           In

case at any time any of the following shall occur:

(i)           the

Trustee shall cease to be eligible in accordance with the provisions of Section 7.08 and shall fail to resign after written request

therefor by the Company or by any such Holder, or

(ii)          the

Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property

shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of

rehabilitation, conservation or liquidation,

then, in either case, the Company may by a Board Resolution remove

the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy

of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions

of Section 6.11, any Holder who has been a bona fide Holder of a Note or Notes for at least six months (or since the date of this

Indenture) may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the

removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem

proper and prescribe, remove the Trustee and appoint a successor trustee.

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 lien to which the Notes are hereby made subordinate on all money

or property held or collected by such trustee as such, except for funds held in trust for the benefit of Holders of particular Notes,

to secure any amounts then due it pursuant to the provisions of Section 7.06.

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 this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any paper or any further act on

the part of any of the parties hereto; provided that in the case of any 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 this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor

to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent appointed by such predecessor

trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor

to the Trustee or an authenticating agent appointed by such successor trustee may authenticate such Notes either in the name of any predecessor

trustee hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it

is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however,

that the right to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in the name of any predecessor

trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 7.12.      Trustee’s

Application for Instructions from the Company. Any application by the Trustee for written instructions from the Company (other than

with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes

under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee

under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall

not be liable to the Company for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application

on or after the date specified in such application (which date shall not be less than three Business Days after the date notice to the

Company has been deemed given pursuant to Section 17.03, unless any such Officer shall have consented in writing to any earlier date),

unless, prior to taking any such action (or the effective date in the case of any omission), the Trustee shall have received written instructions

in accordance with this Indenture in response to such application specifying the action to be taken or omitted.

Article 8

CONCERNING THE HOLDERS

Section 8.01.      Action

by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount

of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking

of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein

may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or

proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and

held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such

record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes,

the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining

Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement

of solicitation of such action.

Section 8.02.      Proof

of Execution by Holders. Subject to the provisions of Section 7.01, Section 7.02 and Section 9.05, proof of the execution

of any instrument 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, any Fundamental Change Repurchase Price and any Specified Repurchase Date 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 this 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 this Indenture or the Notes following an Event of Default, any holder of a beneficial interest

in a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action

of the Depositary or any other Person, such holder’s right to exchange such beneficial interest for a Note in certificated form

in accordance with the provisions of this Indenture.

Section 8.04.      Company-Owned

Notes Disregarded. In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any direction,

consent, waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by any Affiliate

of the Company or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination;

provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent,

waiver or other action only Notes that a Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned that

have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish

to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company,

a Subsidiary thereof or an Affiliate of the Company or a Subsidiary thereof. In the case of a dispute as to such right, any decision by

the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish

to the Trustee promptly an Officer’s Certificate listing and identifying all Notes, if any, known by the Company to be owned or

held by or for the account of any of the above described Persons; and, subject to Section 7.01, the Trustee shall be entitled to

accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed

therein are outstanding for the purpose of any such determination.

Section 8.05.      Revocation

of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01,

of the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture

in connection with such action, any Holder of a Note that is shown by the evidence to be included in the Notes the Holders of which have

consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided

in Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken by the Holder of any

Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange

or substitution therefor or upon registration of transfer thereof, irrespective of whether any notation in regard thereto is made upon

such Note or any Note issued in exchange or substitution therefor or upon registration of transfer thereof.

Article 9

HOLDERS’ MEETINGS

Section 9.01.      Purpose

of Meetings. A meeting of Holders may be called at any time and from time to time pursuant to the provisions of this Article 9

for any of the following purposes:

(a)            to

give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to consent

to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this Indenture) and its consequences, or

to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article 6;

(b)            to

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

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

(d)            to

take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Notes under

any other provision of this Indenture or under applicable law.

Section 9.02.      Call

of Meetings by Trustee. The Trustee may at any time call a meeting of Holders to take any action specified in Section 9.01, to

be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time

and the place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record

date pursuant to Section 8.01, shall be delivered to Holders of such Notes. Such notice shall also be delivered to the Company. Such

notices shall be delivered not less than 20 nor more than 90 days prior to the date fixed for the meeting.

Any meeting of Holders shall be valid without notice

if the Holders of all Notes then outstanding are present in person or by proxy or if notice is waived before or after the meeting by the

Holders of all Notes then outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have,

before or after the meeting, waived notice.

Section 9.03.      Call

of Meetings by Company or Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10%

of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written

request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered the

notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the place

for such meeting and may call such meeting to take any action authorized in Section 9.01, by delivering notice thereof as provided

in Section 9.02.

Section 9.04.      Qualifications

for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Notes on the record

date pertaining to such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes

on the record date pertaining to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders

shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any

representatives of the Company and its counsel.

Section 9.05.      Regulations.

Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable

for any meeting of Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment

and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and

such other matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing,

appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 9.03,

in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A

permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal

amount of the 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 this

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 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 this Indenture pursuant to Article 11;

add guarantees with respect to the Notes;

(d)            to

secure the Notes;

(e)            to

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

the Company;

(f)            to

make any change that does not adversely affect the rights of any Holder as determined by the Company in good faith;

(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 this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum 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 this 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 this Indenture by more than one trustee; or

(m)            to

irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method;

provided, however, that no such election or elimination will 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 this Indenture or otherwise.

Any supplemental indenture authorized by the provisions

of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the

time outstanding, notwithstanding any of the provisions of Section 10.02.

Section 10.02.    Supplemental

Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority

of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without

limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee,

at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the

purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, 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;

(b)            reduce

the rate of or extend the stated time for payment of interest on any Note;

the principal of or extend the Maturity Date of any Note;

(d)            except

as required by this 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 of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether

through an amendment or waiver of provisions in the covenants, definitions or otherwise;

(f)             make

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

(g)            change

the ranking of the Notes;

(h)            eliminate

the contractual right of any Holder to institute suit for the enforcement of its right to receive payment or delivery, as the case may

be, of the principal (including the Fundamental Change Repurchase Price, the Specified Repurchase Date Repurchase Price or Redemption

Price, if applicable) of, accrued and unpaid interest, if any, on, and the consideration due upon conversion of, its Notes, on or after

the respective due dates expressed or provided for in the Notes or this Indenture; 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 this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to,

enter into such supplemental indenture.

Holders do not need under this Section 10.02

to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof.

After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice briefly describing such supplemental

indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity

of the supplemental indenture.

Section 10.03.    Effect

of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 10,

this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights,

obligations, duties, indemnities, privileges and immunities under this Indenture of the Trustee, the Company and the Holders shall thereafter

be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions

of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 10.04.    Notation

on Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article 10

may, at the Company’s expense, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental

indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the

Company, to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s expense, be prepared

and executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to Section 17.10)

and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.

Section 10.05.    Evidence

of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by Section 17.05, the

Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture

executed pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized by this Indenture (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 (each, a “Business Combination Event”) (other than any such

sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless:

(a)            the

resulting, surviving or transferee Person, if not the Company, shall be a Qualified Successor Entity (such Qualified Successor Entity,

the “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 all of the obligations

of the Company under the Notes and this Indenture; and immediately after giving effect to such Business Combination Event, no Default

or Event of Default shall have occurred and be continuing under this Indenture.

(b)            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 consolidated properties and assets of the Company and its Subsidiaries, taken as a whole,

shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the consolidated properties and assets of

the Company and its Subsidiaries, taken as a whole, 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 this 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 this 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 this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered,

any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and

any Notes that such Successor 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 this Indenture as the Notes theretofore or thereafter issued

in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the

event of any Business Combination Event (except in the case of a lease), upon compliance with this Article 11 the Person named as

the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner

prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease,

such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and

the Notes.

In case of any 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 this Indenture or in any supplemental indenture or in any Note, nor because of the creation of any indebtedness represented

thereby, shall be had against any incorporator, stockholder, employee, agent, Officer or director or Subsidiary, as such, past, present

or future, of the Company or of any successor 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 Indenture and the issue of the Notes.

Article 13

[INTENTIONALLY OMITTED]

Article 14

CONVERSION OF NOTES

Section 14.01.    Conversion

Privilege.

(a)            Prior

to the Conversion Limit End Date, the Notes are not convertible pursuant to this Indenture. On or after the Conversion Limit End Date

and 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 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 372.7866 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 February 15, 2034, 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 45 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 30 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 ten (10) 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.

(i) the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and

the Holder of any Note is reasonably not able to determine, prior to the close of business on the 29th Scheduled Trading Day

immediately before the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption

electing Physical Settlement not less than 10 nor more than 50 Scheduled Trading Days prior to the related Redemption Date, then prior

to close of business on the 9th Scheduled Trading 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 (ii) such Holder or owner, as applicable,

converts such Note or beneficial interest, as applicable, during the Redemption Period, such conversion will be deemed to be of a Note

called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes

of such conversion (“Deemed Redemption”). Accordingly, if the Company elects to redeem fewer than all of the outstanding

Notes pursuant to Article 16, Holders of the Notes that are not Called Notes will not be entitled to an increase in the Conversion

Rate on account of the Notice of Redemption as set forth under Section 14.03 during the related Redemption Period, except as described

in the immediately preceding sentence.

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; provided that unless and until the Reserved Share Effective Date occurs, the

Company will be deemed to have elected Cash Settlement in respect of each conversion of Notes.

(i)            All

conversions of Called Notes for which the relevant Conversion Date occurs during the related Redemption Period shall be settled using

the same Settlement Method, and all conversions for which the relevant Conversion Date occurs on or after February 15, 2034, 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 February 15, 2034, 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 previously made an

irrevocable election with respect to all subsequent conversions in accordance with 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 for which the relevant Conversion Date occurs on or after February 15, 2034 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 such Notice of Redemption (and, in the case of a redemption of less than all outstanding Notes, in a notice simultaneously sent to

all Holders of Notes that are not Called Notes), (B) for which the relevant Conversion Date occurs on or after February 15,

2034, no later than February 15, 2034 or (C) to the extent the Company has irrevocably elected Physical Settlement pursuant

to Section 14.01(b) in a notice as described in such Section) (in each case, the “Settlement Method Election Deadline”);

provided that unless the Reserved Share Effective Date has occurred on or prior to the Settlement Method Election Deadline applicable

to a conversion, the Company shall not be permitted to elect a Settlement Method and instead Cash Settlement shall apply, in each case,

in respect of such conversion. If the Company does not elect a Settlement Method prior to the Settlement Method Election Deadline, 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

Combination Settlement (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 will not constitute a Default under this Indenture.

By notice to Holders, the Company may

from time to time on or after the Reserved Share Effective Date, prior to February 15, 2034, at its option, change the Default Settlement

Method. In addition, by notice to Holders, the Company may, on or after the Reserved Share Effective Date and prior to February 15,

2034, 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. If after the Reserved Share Effective Date the Company changes the Default Settlement Method

or 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 Settlement Method Election Deadline, or, if the Company does not timely notify

Holders, such Specified Dollar Amount will be the specific amount set forth in the election notice or, if no specific amount was set forth

in the 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 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 after the Reserved Share Effective Date the Company changes the Default Settlement

Method or it irrevocably fixes the Settlement Method pursuant to the provisions set forth in this paragraph, then, concurrently with providing

notice to the 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 40 consecutive Trading Days during the related Observation Period; and

the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement,

the Company shall pay or deliver, as the case may be, 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 40 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 or the Daily Conversion Values,

as the case may be, and the amount of cash payable in lieu of delivering any fractional share of Common Stock, the Company shall notify

the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the

case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent

(if other than the Trustee) shall have no responsibility for any such determination.

(vi)         The

Settlement Amount will also include cash in respect of accrued and unpaid interest to the extent provided in Section 14.02(h).

(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 (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 and (3) if required, furnish appropriate

endorsements and transfer documents. 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 Fundamental Change Repurchase Notice or Specified Repurchase Date Repurchase Notice to the Company in

respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice or Specified Repurchase Date Repurchase

Notice 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.

Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”)

that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 14.03(b) and

Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation

on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement (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)            Unless

a Holder converts Notes after the close of business on a Regular Record Date but on or prior to the corresponding Interest Payment Date,

it will receive a cash payment representing accrued and unpaid interest on such Notes to, but excluding, the applicable Conversion Date.

If Notes are converted after the close of business on a Regular Record Date for an Interest Payment Date, Holders at 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.

(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 (or, if such Conversion

Date is not a Trading Day, the immediately preceding Trading Day), 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.

(k)            Until

stockholder approval for the issuance of common stock pursuant to a conversion of the Notes is obtained, the maximum number of common

stock the Company shall issue pursuant to any conversion of Notes by physical settlement shall be 67,629,947 shares of Common Stock to

comply with Nasdaq Rule 5635(d). Any conversion of Notes shall be settled by cash settlement only if settlement by the issuance of

Common Stock would violate Nasdaq Rule 5635(d).

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” such Make-Whole Fundamental Change or Notice of Redemption if (x) in the case of

a Make-Whole Fundamental Change, 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”) or (y) in the case of a Notice of

Redemption, the relevant Conversion Date for conversions of Called Notes occurs during the related Redemption Period. For the avoidance

of doubt, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that

are not Called Notes will not be entitled to convert such Notes on account of the Notice of Redemption and will not be entitled to an

increase in the Conversion Rate (on account of the Notice of Redemption) during the applicable Redemption Period, even if such Notes are

otherwise convertible and are converted during the related Redemption Period.

(b)            Upon

surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or upon surrender of Called Notes during a Redemption

Period, 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.

number of Additional Shares, if any, by which the Conversion Rate shall be increased for conversions in connection with a Make-Whole Fundamental

Change or, with respect to conversions of Called Notes, during the related Redemption Period 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 will 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 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:

Stock Price

Effective Date

$1.85

$1.95

$2.15

$2.50

$3.25

$4.75

$7.75

$13.75

$25.00

May 7, 2026

167.7539

156.9128

138.4140

113.5440

79.2769

45.1011

19.1987

4.6400

0.0000

May 15, 2027

167.7539

156.9128

138.4140

113.5440

79.2769

45.1011

19.1987

4.6400

0.0000

May 15, 2028

167.7539

156.9128

138.4140

113.5440

79.2769

45.1011

19.1987

4.6400

0.0000

May 15, 2029

167.7539

156.9128

138.4140

113.5440

79.2769

45.1011

19.1987

4.6400

0.0000

May 15, 2030

167.7539

156.9128

138.4140

113.5440

79.2769

45.1011

19.1987

4.6400

0.0000

May 15, 2031

167.7539

156.9128

138.4140

113.5440

79.2769

45.1011

18.5161

3.9025

0.0000

May 15, 2032

167.7539

156.9128

138.4140

113.5440

79.2769

40.2000

14.2529

2.4436

0.0000

May 15, 2033

167.7539

156.9128

138.4140

110.0560

64.1323

27.3516

7.6426

0.6196

0.0000

May 15, 2034

167.7539

140.0359

92.3302

27.2120

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 $25.00 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 $1.85 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 540.5405 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 in effect on the Record

Date for the applicable transaction, 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 45 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;

X =

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

Y =

the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by

the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including,

the Trading Day immediately preceding the date of announcement of the 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.

the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights,

options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding

(i) dividends, distributions or issuances (including share splits) as to which an adjustment was effected pursuant to Section 14.04(a) 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 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 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”);

(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

C =

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

Any increase pursuant to this Section 14.04(d) shall become

effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution

is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make or pay

such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above),

in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes 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;

AC =

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 this Indenture or the Notes, if a Conversion Rate adjustment becomes effective on any

Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related Record Date

would be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described under Section 14.02(i) based

on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment provisions in this Section 14.04,

the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made for such converting Holder. Instead, such Holder shall

be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related

dividend, distribution or other event giving rise to such adjustment.

(g)            Except

as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Common Stock or any securities convertible

into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such convertible or exchangeable

securities.

(h)            In

addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and 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

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;

(viii)       upon

a spin-off of the Company’s regenerative cell therapy platform, including the OrthoCellix NeoCart® technology for the treatment

of knee articular cartilage defects, in connection with the Company’s previously announced intent to continue to explore alternatives

for its regenerative cell therapy platform; or

(ix)          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) February 15, 2034, (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.

(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 this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs,

the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including, without limitation, an Observation

Period and the period, 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 provide free from preemptive rights, out of its authorized but unissued shares or

shares held in treasury, a number of shares of Common Stock sufficient to provide for conversion of the Notes from time to time as such

Notes are presented for conversion (assuming delivery of the maximum number of Additional Shares pursuant to Section 14.03 and that

at the time of computation of such number of shares, all such Notes would be converted by a single Holder and that Physical Settlement

were applicable).

Section 14.07.    Effect

of Recapitalizations, Reclassifications and Changes of the Common Stock.

(a)            In

the case of:

(i)            any

recapitalization, reclassification or change of the Common Stock (other than 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) the number of shares of Common Stock, if any, 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. 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 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.

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.

If the Notes become convertible into Reference

Property, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) and issue a press release containing

the relevant information, disclose the relevant information in a Current Report on Form 8-K or post such information on the Company’s

website.

(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.

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 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.

Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated quotation

system the Company will list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system,

any Common Stock issuable upon conversion of the Notes.

Section 14.09.    Responsibility

of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to

determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase)

of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the

method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion

Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any

securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other

Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any

failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property

or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants

of the Company contained in this Article 14. 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 until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 14.01(b), 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 any 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 Conversion

Consideration 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(s) does not accept

the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the

time, required pursuant to this Indenture as if the Company had not made the Exchange Election.

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 May 15, 2032.

(a)            On

May 15, 2032 (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 Repurchase 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 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 Specified Repurchase Date Repurchase Price therefor.

The Specified Repurchase Date 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 this Indenture.

If the Notes are Global Notes, to exercise the

Specified Repurchase right, Holders must surrender their Notes in accordance with the Depositary’s applicable procedures.

Notwithstanding anything herein to the contrary,

any Holder delivering to the Paying Agent the Specified Repurchase Date Repurchase Notice contemplated by this Section 15.01 shall

have the right to withdraw, in whole or in part, such Specified Repurchase Date Repurchase 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 any Specified Repurchase Date Repurchase Notice or written notice of withdrawal thereof.

or before the 20th Business Day prior to the Specified Repurchase Date, the Company shall provide to all Holders and the Trustee, and

the Paying Agent (if other than the Trustee) the Specified Repurchase Date Repurchase Notice of the Specified Repurchase Date 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 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 Specified Repurchase Date Repurchase Notice shall specify:

(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

(v)          the

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

No failure of the Company to give the foregoing

notice 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 two (2) 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 Repurchase Notice shall be prepared by the Company.

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 Repurchase 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 as of 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 Article 15.

(b)            Repurchases

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

(i)           delivery

to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form

set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance

with the Depositary’s 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 this Indenture.

If the Notes are Global Notes, to exercise the

Fundamental Change repurchase right, Holders must surrender their Notes in accordance with the Depositary’s applicable procedures.

Notwithstanding anything herein to the contrary,

any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have

the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the

Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying

Agent in accordance with Section 15.03.

The Paying Agent shall promptly notify the Company

of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

or before the 20th Business Day after the occurrence of the effective date of a Fundamental Change, 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) 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 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 Section 15.02;

(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

withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and

(ix)          the

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

No failure of the Company to give the foregoing

notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase

of the Notes pursuant to this Section 15.02.

At the Company’s written request given at

least two (2) 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 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) (or pursuant to clause (a) that also constitutes 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 relating to the Make-Whole Fundamental

Change associated with such Fundamental Change required pursuant to Section 14.03. Any Fundamental Change with respect to which,

in accordance with the provisions described in this Section 15.02(f), the Company is not required to offer to repurchase any Notes

is referred to as herein as an “Exempted Fundamental Change.”

Section 15.03.    Withdrawal

of Fundamental Change Repurchase Notice or Specified Repurchase Date Repurchase Notice. (a) A Fundamental Change Repurchase Notice

or Specified Repurchase Date 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 Fundamental Change Repurchase Date or the Specified 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 Fundamental Change Repurchase Notice or Specified Repurchase

Date 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 may withdraw their Notes subject

to repurchase at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date

or the Specified Repurchase Date, as applicable, in accordance with applicable procedures of the Depositary.

Section 15.04.    Deposit

of Fundamental Change Repurchase Price and Specified Repurchase Date Repurchase Price. (a) The Company will deposit with the

Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and

hold in trust as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date

or Specified Repurchase Date, as applicable, an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate

Fundamental Change Repurchase Price or Specified Repurchase Date Repurchase Price, as applicable. Subject to receipt of funds and/or Notes

by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not validly withdrawn

prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date or the Specified Repurchase

Date, as applicable) will be made on the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied

the conditions in Section 15.02) or the Specified Repurchase Date (provided the Holder has satisfied the conditions in Section 15.01)

and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company)

by the Holder thereof in the manner required by Section 15.02 by mailing checks for the amount payable to the Holders of such Notes

entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be

made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after

such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price

or the Specified Repurchase Date Repurchase Price, as applicable.

(b)            If

by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date or Specified Repurchase Date, as applicable, the Trustee

(or other Paying Agent appointed by the Company) holds money sufficient to pay the Fundamental Change Repurchase Price or Specified Repurchase

Date Repurchase Price (and, to the extent not included in the Fundamental Change Repurchase Price or Specified Repurchase Date Repurchase

Price, accrued and unpaid interest, if applicable) of the Notes to be repurchased on such Fundamental Change Repurchase Date or Specified

Repurchase Date, as applicable, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly

withdrawn, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry

transfer of the Notes has been made or 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 Fundamental Change Repurchase Price or Specified

Repurchase Date Repurchase Price, as applicable, and, to the extent not included in the Fundamental Change Repurchase Price or Specified

Repurchase Date Repurchase Price, as applicable, accrued and unpaid interest, if applicable).

surrender of a Note that is to be repurchased in part pursuant to Section 15.01 or Section 15.02, as applicable, 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 on the Specified Repurchase Date

pursuant Section 15.01 or upon a Fundamental Change pursuant to Section 15.02, 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

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 Indenture conflict with the provisions of this Indenture relating to the

Company’s obligations to repurchase the Notes upon a Fundamental Change or on the Specified Repurchase Date, the Company shall comply

with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of

this 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 May 15, 2029.

On or after May 15, 2029, and prior to the 41st Scheduled Trading Day immediately preceding the Maturity Date, the Company

may redeem (an “Optional Redemption”) for cash all or any portion of the Notes (subject to the Partial Redemption Limitation),

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 Optional Redemption; Selection of Notes.

(a)            In

case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.01,

it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee

not less than five (5) 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 45 nor more than 50 Scheduled

Trading Days prior to the Redemption Date to each Holder so to be redeemed as a whole or in part; provided, however, that,

if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee, the 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

described in Section 14.02(a)(iii), the Company elects through delivery of a Settlement Notice to settle all conversions of Notes

with a Conversion Date that occurs on or after the date of issuance of a Notice of Redemption with respect to the Notes and prior to the

related Redemption Date, by Physical Settlement, then the Company may instead elect to choose a Redemption Date that is a Business Day

not less than 10 nor more than 50 Scheduled Trading Days after the date the Company sends such Notice of Redemption to each Holder so

to be redeemed as a whole or in part. The Redemption Date must be a Business Day.

(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 redemption as a whole or in part shall not affect the validity of the proceedings for the redemption

of any other Note.

Notice 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 their 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, 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)            If

the Company elects to redeem fewer than all of the outstanding Notes, at least $25,000,000 aggregate principal amount of Notes must be

outstanding and not subject to Optional Redemption as of the time the Company delivers, and after giving effect to the delivery of, the

Notice of Redemption (such requirement, the “Partial Redemption Limitation”). If fewer than all of the outstanding

Notes are to be redeemed 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 fewer than all of the outstanding Notes are to be redeemed 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 by the Trustee (or the Depositary, with respect to Global Notes) 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 Optional 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.

(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. Upon surrender of a Note that is to be redeemed in part 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.

Section 16.04.    Restrictions

on Redemption. The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance

with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case

of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).

Article 17

MISCELLANEOUS PROVISIONS

Section 17.01.    Provisions

Binding on Company’s Successors. All the covenants, stipulations, promises and agreements of the Company contained in this Indenture

shall bind its successors and assigns whether so expressed or not.

Section 17.02.    Official

Acts by Successor Entity. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed

by any board, committee or Officer of the Company 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 this Indenture is required or permitted to be given or served by

the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served

by 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 Ocugen, Inc., 11 Great Valley Parkway, Malvern, PA 19355 (Attn: Shankar

Musunuri). 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, whether by mail or electronically, upon actual receipt

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; provided that notice to the Trustee and the Conversion

Agent shall be deemed given upon actual receipt by the Trustee or the Conversion Agent, as applicable. Notwithstanding any other provision

of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any Notice of Redemption,

Fundamental Change Company Notice or Specified Repurchase Date Repurchase 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. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE

AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company irrevocably consents and agrees, for

the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect

to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be brought in the

courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until

amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction

of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect

of its properties, assets and revenues.

The Company irrevocably and unconditionally waives,

to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid

actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the State of New York or the

courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally

waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been

brought in an inconvenient forum.

Section 17.05.    Evidence

of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company

to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish

to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture.

Each Officer’s Certificate and Opinion of

Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this

Indenture (other than the 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 this Indenture;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate

is based; (c) a statement that, in the judgment of such person, he or she has made such examination or investigation as is necessary

to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement

as to whether or not, in the judgment of such person, such action is permitted by this Indenture and that all conditions precedent to

such action have been complied with; 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 this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted

Securities to an unrestricted CUSIP pursuant to the applicable procedures of the Depositary upon the Notes becoming freely tradable by

non-Affiliates of the Company under Rule 144 and the removal of the restrictive legends in connection therewith unless a new Note

is to be authenticated, or (3) a request by the Company that the Trustee deliver a notice to Holders under this 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 this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel

in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Section 17.06.    Legal

Holidays. In any case where any Interest Payment Date, any Fundamental Change Repurchase Date, the Specified 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 this Indenture or in the Notes, expressed or implied, shall be construed to constitute a security

interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

Section 17.08.    Benefits

of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the Holders, the

parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their successors hereunder, any

benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 17.09.    Table

of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and sections of this Indenture have

been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of

the terms or provisions hereof.

Section 17.10.    Authenticating

Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction

in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder,

including under Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 10.04 and Section 15.04

as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections

to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating

agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication

executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for

the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee

hereunder pursuant to Section 7.08.

Any corporation or other entity into which any

authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from

any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding

to 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 Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts

shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile,

PDF or other electronic transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and

may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other

electronic transmission shall constitute effective execution and delivery of this 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 this Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted

by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 17.13.    Waiver

of Jury Trial. EACH OF THE COMPANY, THE HOLDERS OF THE NOTES, BY THEIR ACCEPTANCE THEREOF, AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING

TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 17.14.    Force

Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder

arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,

accidents, acts of war or terrorism, 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 this Indenture and

the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, the

Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes, Additional Interest, if

any, payable on the Notes, the Redemption Price, the Fundamental Change Repurchase Price, the Specified Repurchase Date Repurchase 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 (if other than the Trustee) and Conversion Agent (if other than the Trustee) is entitled to rely conclusively upon the

accuracy of the Company’s calculations without independent verification. The Company 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, the Paying Agent and

the Conversion Agent shall have no responsibility for the calculations under this Indenture or the Notes or for verifying 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 this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy

the requirements of the USA PATRIOT Act.

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.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused

this Indenture to be duly executed as of the date first written above.

OCUGEN, INC.

By:

/s/

Shankar Musunuri, Ph.D., MBA

Name: Shankar Musunuri, Ph.D., MBA

Title: Chairman, Chief Executive Officer, &Co-Founder

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/ Joshua A. Hahn

Name: Joshua A. Hahn

Title: Vice President

[Signature

Page to Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION

OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS

IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY

AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[INCLUDE FOLLOWING LEGEND IF ISSUED WITH ORIGINAL ISSUE DISCOUNT WITHIN

THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED]

[THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE

DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. HOLDERS

MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE PRICE, THE ISSUE DATE, AND THE YIELD TO MATURITY RELATING TO THIS NOTE

BY CONTACTING THE COMPANY, AT 11 Great Valley Parkway, Malvern, PA 19355 (Attn: Shankar Musunuri).]

[INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]

[THIS SECURITY AND THE SHARES OF COMMON STOCK, IF

ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY

ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)          REPRESENTS

THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER

THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

A-1

(2)            AGREES

FOR THE BENEFIT OF OCUGEN, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS

SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE

HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH

LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

(A)          TO

THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)          PURSUANT

TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR

(D)            PURSUANT

TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE

WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS

OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH

THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT.]1

The Restrictive Legend shall be deemed removed from the face of this Note without further action by the Company, Trustee or the Holders

of this Note at such time and in the manner provided under Section 2.05 of the Indenture.

A-2

Ocugen, Inc.

6.75% Convertible Senior Notes due 2034

No. [_____]

[Initially]2

$[       ]

CUSIP No. [___]3

Ocugen, 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.]4 [    ]5, or registered assigns,

the principal sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]6

[of $[      ]]7, which

amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed

$130,000,000 in aggregate at any time, in accordance with the rules and applicable procedures of the Depositary, on May 15,

2034, and interest thereon as set forth below.

This Note shall bear interest at the rate of 6.75%

per year from May 7, 2026, or from the most recent date to which interest has been paid or provided for to, but excluding, the next

scheduled Interest Payment Date until May 15, 2034. Interest is payable semi-annually in arrears on each May 15 and November 15,

commencing on November 15, 2026, to Holders of record at the close of business on the preceding May 1 and November 1 (whether

or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in Section 4.06(d), Section 4.06(e) and

Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed

to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such Section 4.06(d),

Section 4.06(e) or 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 Indenture.

The Company shall pay the principal of and interest

on this Note, if and so long as such Note is a Global Note, in immediately available funds to the Depositary or its nominee, as the case

may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the Company shall pay the

principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company for that purpose. The

Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its Corporate Trust Office

within the contiguous United States of America, as a place where Notes may be presented for payment or for registration of transfer and

exchange.

Include if a global note.

This Note will be deemed to be identified by CUSIP No. [_____] from and after such time when the Company delivers, pursuant to Section

2.05(c) of the within-mentioned Indenture, written notice to the Trustee of the occurrence of the Resale Restriction Termination Date

and the removal of the restrictive legend affixed to this Note.

Include if a global note.

Include if a physical note.

Include if a global note.

Include if a physical note.

A-3

Reference is made to the further provisions of

this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the right to convert

this Note into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, on the terms and subject

to the limitations set forth in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set

forth at this place.

This Note, and any claim, controversy or dispute

arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of New York.

In the case of any conflict between this Note and

the Indenture, the provisions of the Indenture shall control and govern.

This Note shall not be valid or become obligatory

for any purpose until the certificate of authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating

agent under the Indenture.

[Remainder of page intentionally left blank]

A-4

IN WITNESS WHEREOF, the Company has caused this

Note to be duly executed.

OCUGEN, 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-5

[FORM OF REVERSE OF NOTE]

Ocugen, Inc.

6.75% Convertible Senior Notes due 2034

This Note is one of a duly authorized issue of

Notes of the Company, designated as its 6.75% Convertible Senior Notes due 2034 (the “Notes”), initially limited to

the aggregate principal amount of $130,000,000, all issued or to be issued under and pursuant to an Indenture dated as of May 7,

2026 (the “Indenture”), 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 Fundamental Change Repurchase Price on the Fundamental Change Repurchase

Date, the Specified Repurchase Date Repurchase Price on the Specified Repurchase Date, the Redemption Price on any Redemption Date and

the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments

in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for

payment of public and private debts.

The Indenture contains provisions permitting the

Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances,

with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced

as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein.

It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the

Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture

and its consequences.

Each Holder shall have the right to receive payment

or delivery, as the case may be, of (x) the principal (including the Redemption Price, 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, this Note at the place, at the respective times, at the rate and in

the lawful money or shares of Common Stock, as the case may be, herein prescribed.

A-6

The Notes are issuable in registered form without

coupons in denominations of $1,000 principal amount and integral multiples thereof. At the office or agency of the Company referred to

on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate

principal amount of Notes of other authorized denominations, without payment of any service charge but, if required by the Company or

Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith as a result

of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes

surrendered for such exchange.

The Company may not redeem the Notes prior to May 15,

2029. The Notes shall be redeemable at the Company’s option on or after May 15, 2029 and prior to the 41st Scheduled

Trading Day immediately preceding the Maturity Date in accordance with the terms and subject to the conditions specified in the Indenture.

No sinking fund is provided for the Notes.

Upon the occurrence of a Fundamental Change (other

than an Exempted Fundamental Change) and on the Specified Repurchase Date, 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 and the Specified Repurchase Date, as applicable, at a price equal

to the Fundamental Change Repurchase Price or the Specified Repurchase Date Repurchase Price, as applicable.

Subject to the provisions of the Indenture, the

Holder hereof has the right, at its option, on or after the Conversion Limit End Date and 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 (provided that Cash Settlement

will apply prior to the Reserved Share Effective Date), at the Conversion Rate specified in the Indenture, as adjusted from time to time

as provided in the Indenture.

A-7

ABBREVIATIONS

The following abbreviations, when used in the inscription

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

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the entireties

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

in common

Additional abbreviations may also be used though

not in the above list.

A-8

SCHEDULE A8

SCHEDULE OF EXCHANGES OF NOTES

Ocugen, Inc.

6.75% Convertible Senior Notes due 2034

The initial principal amount of this Global Note is ___________ MILLION

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-9

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

To: U.S. Bank Trust Company, National Association

West Side Flats St Paul

60 Livingston Ave,

Saint Paul, MN 55107

Attention: Ocugen, 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 Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used

herein but not defined shall have the meanings ascribed to such terms in the Indenture.

Dated:

Signature(s)

Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution

(banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion

program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to

be delivered, other than to and in the name of the registered holder.

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

West Side Flats St Paul

60 Livingston Ave,

Saint Paul, MN 55107

Attention: Ocugen, Inc. Administrator

The undersigned registered owner of this Note hereby

acknowledges receipt of a notice from Ocugen, Inc. (the “Company”) as to the occurrence of a Fundamental Change

with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the

registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal

amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if

such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding

Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized

terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.

In the case of Physical Notes, the certificate

numbers of the Notes to be repurchased are as set forth below:

Dated:

Signature(s)

Social Security or Other Taxpayer Identification

Number

Principal amount to be 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.

ATTACHMENT 3

[FORM OF SPECIFIED REPURCHASE DATE REPURCHASE

NOTICE]

To: U.S. Bank Trust Company, National Association

West Side Flats St Paul

60 Livingston Ave,

Saint Paul, MN 55107

Attention: Ocugen, Inc. Administrator

The undersigned registered owner of this Note hereby

acknowledges receipt of a notice from Ocugen, Inc. (the “Company”) as to the 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 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 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.

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.

In connection with any transfer of the within Note occurring prior

to the Resale Restriction

Termination Date, as defined in the Indenture governing such Note,

the undersigned confirms

that such Note is being transferred:

¨ To

Ocugen, Inc. or a subsidiary thereof; or

¨ Pursuant

to a registration statement that has become or been declared effective under the Securities

Act of 1933, as amended; or

¨ Pursuant

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

¨ Pursuant

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

any other available exemption from the registration requirements of the Securities Act of

1933, as amended.

Dated:

Signature(s)

Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor

Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature

guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other

than to and in the name of the registered holder.

NOTICE: The signature on the assignment must correspond with the name

as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

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