Form 8-K

8-K — Fermi Inc.

Accession: 0001213900-26-078366

Filed: 2026-07-15

Period: 2026-07-09

CIK: 0002071778

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0298074-8k_fermi.htm (Primary)

EX-4.1 — INDENTURE, DATED JULY 14, 2026, BETWEEN THE COMPANY AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE (ea029807401ex4-1.htm)

EX-10.1 — FORM OF CAPPED CALL CONFIRMATION (ea029807401ex10-1.htm)

EX-99.1 — PRESS RELEASE, DATED JULY 15, 2026 (ea029807401ex99-1.htm)

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8-K — CURRENT REPORT

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):

July 9, 2026

Fermi Inc.

(Exact name of registrant as specified in its charter)

Texas

001-42888

33-3560468

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

620 S. Taylor St., Suite 301

Amarillo, TX 79101

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number including area

code: (214) 894-7855

Not Applicable

(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:

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

FRMI

The Nasdaq

Stock Market LLC

Common Stock, $0.001 par value

FRMI

The London Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☒

Item

1.01. Entry into a Material Definitive Agreement.

Indenture and Notes

On July 14, 2026, Fermi Inc.,

a Texas corporation (the “Company”), consummated the issuance of $375 million aggregate principal amount of its 5.00%

convertible senior notes due 2031 (the “Notes”) to persons reasonably believed to be qualified institutional buyers

pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Concurrently with the closing

of the offering, on July 14, 2026, the Initial Purchasers (as defined below) of the Notes elected to the exercise in full the $56.25 million

option granted to them, generating total gross proceeds of $431.25 million. The Notes bear cash interest at a rate of 5.00% per year,

payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027. The Notes are convertible into

cash, shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), or a combination thereof,

at the Company’s election, and may be settled as described in the Indenture (as defined below). The Notes will mature on July 15,

2031 (the “Maturity Date”), unless earlier repurchased, redeemed or converted.

The total net proceeds

from the offering of the Notes were approximately $416.81 million, after deducting fees and estimated expenses payable by the Company. The

Company used approximately $34.5 million of the total net proceeds from the Notes to pay the cost of the Capped Call Transactions

(as defined below) entered into in connection with the offering. The Company intends to use the remainder of the net proceeds for

general corporate purposes.

The Company issued the Notes

pursuant to an indenture, dated as of July 14, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company,

National Association, as trustee (the “Trustee”).

Prior to the close of business

on the business day immediately preceding April 15, 2031, the Notes will be convertible at the option of the holders only under certain

conditions and during certain periods. On or after April 15, 2031, until the close of business on the second scheduled trading day immediately

preceding the Maturity Date, holders may convert their Notes, at their option, irrespective of these conditions.

The conversion rate for the

Notes will initially be 105.0862 shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price

of approximately $9.52 per share of Common Stock). The conversion rate and the corresponding conversion price will be subject to adjustment

in some events but will not be adjusted for any accrued and unpaid interest. The Company may redeem for cash all or part of the Notes

(subject to the partial redemption limitation described in the Indenture), at its option, on or after July 20, 2029 and prior to the 31st

scheduled trading day immediately prior to the Maturity Date, 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 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.

If the Company undergoes a

fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or part of their Notes at

a repurchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but excluding,

the fundamental change repurchase date (as defined in the Indenture). In addition, following certain corporate events that occur prior

to the Maturity Date of the Notes 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.

The Indenture provides for

customary events of default, which include (subject in certain cases to grace and cure periods), among others: nonpayment of principal

or interest; breach of covenants or other agreements in the Indenture; defaults with respect to certain other indebtedness; and certain

events of bankruptcy, insolvency or reorganization. Generally, if an event of default occurs and is continuing under the Indenture, either

the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare the principal amount

plus accrued and unpaid interest on such Notes to be immediately due and payable.

The Notes will be the Company’s

general unsecured obligations and will rank senior in right of payment to all of the Company’s future indebtedness that is expressly

subordinated in right of payment to the Notes, equal in right of payment with all of the Company’s current and future liabilities

that are not so subordinated, and effectively junior to all of the Company’s current and future secured indebtedness to the extent

of the value of the assets securing such indebtedness. The Notes will rank structurally junior to all indebtedness and other liabilities

(including trade payables but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet

of such subsidiaries in accordance with GAAP) of the Company’s subsidiaries.

The description of the Indenture

and the Notes above is qualified in its entirety by reference to the text of the Indenture and the Form of Note, copies of which are attached

as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Capped Call Transactions

In connection with the pricing

of the Notes on July 9, 2026, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”)

with one or more financial institutions (the “Option Counterparties”), and in connection with the exercise in full

of the option granted to the Initial Purchasers of the Notes, on July 14, 2026, the Company entered into additional capped call transactions

(such additional capped call transactions, together with the Base Capped Call Transactions, the “Capped Call Transactions”)

with the Option Counterparties. The Company used approximately $34.5 million of the total net proceeds from the offering of the Notes

to pay the cost of the Capped Call Transactions.

The Capped Call Transactions

are generally expected to reduce the potential dilution to the Common Stock upon any conversion of the Notes and/or, at the Company’s

election (subject to certain conditions), offset any cash payments the Company is required to make in excess of the principal amount of

converted Notes, as the case may be, upon any conversion of the Notes, with such reduction and/or offset subject to a cap. The Capped

Call Transactions have an initial cap price of $14.64 per share, which represents a premium of approximately 100% over the closing price

of the Common Stock on the Nasdaq Global Select Market on July 9, 2026, and is subject to certain adjustments under the terms of the Capped

Call Transactions. The Capped Call Transactions cover, subject to customary adjustments substantially similar to those applicable to the

Notes, the number of shares of the Common Stock initially underlying the Notes.

The Capped Call Transactions

are separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of the Notes, and will

not change the rights of the holders of the Notes under such Notes.

The description of the Capped

Call Transactions above is qualified in its entirety by reference to the text of the form of capped call confirmation, which is attached

as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth

in 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 in Item 1.01 and Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and

sold the Notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2)

of the Securities Act for resale to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance

on, Rule 144A of the Securities Act. The Company relied on these exemptions from registration based in part on representations made

by the Initial Purchasers in the Purchase Agreement, dated July 9, between the Company and the Initial Purchasers, pursuant to

which the Company sold the Notes to the Initial Purchasers. The Notes and the underlying shares of the Common Stock issuable upon

conversion of the Notes, if any, have not been and will not be 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 the 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 the Common Stock. The maximum number of shares of the Company’s

Common Stock issuable upon conversion of the Notes, including pursuant to any increase in the conversion rate for any Notes converted

in connection with a make-whole fundamental change or a notice of redemption, is 58,913,925, based on the initial maximum conversion rate

of 136.6120 shares of Common Stock per $1,000 principal amount of Notes, subject to the effect of customary antidilution provisions in

the Indenture.

Item 7.01. Regulation FD Disclosure.

On July 15, 2026, the Company

issued a press release announcing the closing of the offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report

on Form 8-K and is incorporated by reference herein.

The information furnished

in this Current Report pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise

be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing of the Company under

the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Neither this Current Report

on Form 8-K nor the press release filed as Exhibit 99.1 hereto constitutes an offer to sell or a solicitation of an offer to buy the Notes,

any shares of the Common Stock issuable upon conversion of the Notes, or any other securities, nor shall it constitute an offer, solicitation

or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offer of the Notes will be made only by

means of a private offering memorandum.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

4.1

Indenture, dated July 14, 2026, between the Company and U.S. Bank

Trust Company, National Association, as trustee.

4.2

Form of 5.00% Convertible Senior Note due 2031 (included in Exhibit 4.1).

10.1

Form of Capped Call Confirmation.

99.1

Press Release, dated July 15, 2026.

104

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

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

FERMI INC.

Date: July 15, 2026

By:

/s/ George Wentz

Name:

George Wentz

Title:

General Counsel

EX-4.1 — INDENTURE, DATED JULY 14, 2026, BETWEEN THE COMPANY AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

EX-4.1

Filename: ea029807401ex4-1.htm · Sequence: 2

Exhibit 4.1

FERMI INC.

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of July 14, 2026

5.00% Convertible Senior Notes due 2031

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

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, Bid Solicitation Agent 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.

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 Company 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.

[Reserved].

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.

[Intentionally Omitted]

Section 15.02.

Repurchase at Option of Holders Upon a Fundamental Change

Section 15.03.

Withdrawal of Fundamental Change Repurchase Notice

Section 15.04.

Deposit of Fundamental Change Repurchase Price

Section 15.05.

Covenant to Comply with Applicable Laws Upon Repurchase of Notes

iii

ARTICLE 16 REDEMPTION

Section 16.01.

Optional Redemption

Section 16.02.

Cleanup Redemption

Section 16.03.

Notice of Optional Redemption or Cleanup Redemption; Selection of Notes

Section 16.04.

Payment of Notes Called for Redemption

Section 16.05.

Restrictions on Redemption

ARTICLE 17 MISCELLANEOUS PROVISIONS

Section 17.01.

Provisions Binding on Company’s Successors

Section 17.02.

Official Acts by Successor Company

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.

Tax Withholding

Section 17.18.

Electronic Signatures

EXHIBIT

Exhibit A

Form of Note

A-1

INDENTURE dated as of July 14,

2026 between FERMI INC., a Texas 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 5.00% Convertible Senior Notes due 2031 (the “Notes”),

initially in an aggregate principal amount not to exceed $375,000,000 (or $431,250,000 if the Initial Purchasers’ Option is exercised

in full), 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

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

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.

“Beneficial Ownership”

shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly

(including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code,

as modified by Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code. The terms “Beneficial Owner,” “Beneficially

Owns” and “Beneficially Owned” shall have the correlative meanings.

“Bid Solicitation Agent”

means the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section

14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent.

“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 or Cleanup 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).

“Charter”

means the Company’s Certificate of Formation, dated as of September 30, 2025, as filed with the Secretary of State of the State

of Texas, as amended or amended and restated from time to time.

“Cleanup Redemption”

shall have the meaning specified in Section 16.02.

“close of business”

means 5:00 p.m. (New York City time).

“Code” means

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

“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, $0.001 par value 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.

“Constructive Ownership”

shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly

(including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the

Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns”

and “Constructively Owned” shall have the correlative meanings.

“Conversion Agent”

shall have the meaning specified in Section 4.02.

“Conversion Consideration”

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

“Conversion Date”

shall have the meaning specified in Section 14.02(c).

“Conversion Obligation”

shall have the meaning specified in Section 14.01(a).

“Conversion Price”

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

“Conversion Rate”

shall have the meaning specified in Section 14.01(a).

“Corporate Event”

shall have the meaning specified in Section 14.01(b)(iii).

“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, 1255 Corporate Drive, 6th Floor, Irving, TX 75038 (Fermi Inc. Administrator),

or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the 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 30 consecutive Trading Days during the Observation Period, one-thirtieth (1/30th) of the product of (a) the Conversion

Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.

“Daily Measurement Value”

means the Specified Dollar Amount (if any), divided by 30.

“Daily Settlement Amount,”

for each of the 30 consecutive Trading Days during the 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 30 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price

as displayed under the heading “Bloomberg VWAP” on Bloomberg page “FRMI <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.

“De-legending Deadline

Date” means, with respect to the Notes issued pursuant to the Purchase Agreement (or any Notes issued in exchange therefor or

in substitution thereof) or any additional Notes issued pursuant to Section 2.10, the 380th day after the last date of original issuance

of the Notes or additional Notes issued pursuant to Section 2.10, as applicable; provided that if such 380th day is after a Regular Record

Date and on or before the next Interest Payment Date, then the “De-legending Deadline Date” will instead be the second Business

Day immediately after such Interest Payment Date.

“Deemed Redemption”

shall have the meaning specified in Section 14.01(b)(v).

“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, principal

and interest) that are payable but are not punctually paid or duly provided for.

“Depositary”

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

successor shall have been appointed and become such pursuant to the applicable provisions of 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.

“Excepted Holder”

means any shareholder of the Company for whom an Excepted Holder Limit has been created by the Board of Directors pursuant to Section

12.2(g) of the Charter.

“Excepted Holder Limit”

shall mean the percentage limit established by the Board of Directors for any Excepted Holder pursuant to Section 12.2(g) of the Charter.

“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 3 to the Form of Note attached

hereto as Exhibit A.

“Form of Fundamental

Change Repurchase Notice” means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the

Form of Note attached hereto as Exhibit A.

“Form of Note”

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

“Form of Notice of Conversion”

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

“Fundamental Change”

shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

(a) except

in connection with transactions described in clause (b) below, a “person” or “group” within the meaning of Section

13(d) of the Exchange Act, other than the Company, its direct or indirect Wholly Owned Subsidiaries and the employee benefit plans of

the Company and its Wholly Owned Subsidiaries, has become and files a Schedule TO (or any successor schedule, form or report) or any schedule,

form or report under the Exchange Act that discloses that such person or group has become the direct or indirect “beneficial owner,”

as defined in Rule 13d-3 under the Exchange Act, of Common Equity of the Company representing more than 50% of the voting power of the

Common Equity 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 a change to par value, or from par

value to no par value, or changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted

into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Company

pursuant to which the Common Stock will be converted into cash, securities or other property or assets; or (C) any sale, lease or other

transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its

Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s direct or indirect Wholly Owned Subsidiaries;

provided, however, that a transaction described in clause (A) or clause (B) in which the holders of all classes of the Company’s

Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the

continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions

(relative to each other) as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause

(b);

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 stock underlying the Notes) ceases to be listed or quoted on any of the Nasdaq Global Select Market, the

Nasdaq Global 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 common stockholders of the Company, excluding cash payments for fractional shares and cash payments made in respect

of dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are

listed or quoted on any of the Nasdaq Global Select Market, the Nasdaq Global 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 such consideration, excluding cash payments for fractional shares and cash payments made in respect

of dissenters’ appraisal rights, becomes reference property for the Notes (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.

“Initial Purchasers’

Option” means the option of the Initial Purchasers to purchase up to an additional $56,250,000 of Notes pursuant to the Purchase

Agreement.

“Interest Payment Date”

means each January 15 and July 15 of each year, beginning on January 15, 2027.

“last date of original

issuance” means (a) with respect to any Notes issued pursuant to the Purchase Agreement, and any Notes issued in exchange therefor

or in substitution thereof, the date the Company first issues such Notes; and (b) with respect to any additional Notes issued pursuant

to 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(s) of such Notes to purchase additional Notes issued pursuant to 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 July 15, 2031.

“Measurement Period”

shall have the meaning specified in Section 14.01(b)(i).

“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 16.03(a).

“Observation Period”

with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior to

April 15, 2031, the 30 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such

Conversion Date; (ii) with respect to any Called Notes, if the relevant Conversion Date with respect to such Notes occurs during the related

Redemption Period, the 30 consecutive Trading Days beginning on, and including, the 31st Scheduled Trading Day immediately preceding such

Redemption Date; and (iii) subject to clause (ii), if the relevant Conversion Date occurs on or after April 15, 2031, the 30 consecutive

Trading Days beginning on, and including, the 31st Scheduled Trading Day immediately preceding the Maturity Date.

“Offering Memorandum”

means the preliminary offering memorandum dated July 9, 2026, as supplemented by the related pricing term sheet dated July 9, 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 canceled by the Trustee or accepted by the Trustee for cancellation;

(b) Notes,

or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall have been deposited

in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the

Company (if the Company shall act as its own Paying Agent);

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;

(e) Notes

surrendered for purchase pursuant to Article 15 for which the Paying Agent or tender agent holds funds sufficient to pay for such Notes

pursuant to Section 15.04; and

(f) Notes

redeemed pursuant to Article 16.

“Ownership Limit”

means 2.5%, in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of capital

stock of the Company, or such other percentage determined by the Board of Directors in accordance with Section 12.2(h) of the Charter,

excluding any outstanding shares of capital stock not treated as outstanding for U.S. federal income tax purposes; provided that such

other percentage shall not be less than 2.5%.

“Partial Redemption

Limitation” shall have the meaning specified in Section 16.03(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 July 9, 2026, between the Company and Cantor Fitzgerald & Co. and UBS Securities LLC,

as representatives of the several initial purchasers named in Schedule 1 thereto.

“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, limited partnership

or other similar entity 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, limited partnership or other similar entity, as applicable, is not treated as a corporation or an entity disregarded

as separate from a corporation 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 Code for Holders

or beneficial owners of the Notes and (y) such limited liability company, limited partnership or other similar entity, as applicable,

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; and (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 (or an entity treated as a corporation for U.S. federal income tax purposes) that is duly organized and existing under

the laws of the United States of America, any State thereof or the District of Columbia and that is the direct or indirect parent of such

limited liability company, limited partnership or other similar entity (or is such limited liability company, limited partnership or similar

entity if such entity is treated as a corporation for U.S. federal income tax purposes).

“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 16.03(a).

“Redemption Period”

means, with respect to any Optional Redemption or Cleanup Redemption, the period from, and including, the relevant date on which the Company

delivers a Notice of Redemption for such Optional Redemption or Cleanup Redemption, as applicable, until the close of business on the

second Scheduled Trading Day immediately preceding the related Redemption Date (or, if the Company defaults in the payment of the Redemption

Price, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been

paid or duly provided for).

“Redemption Price”

means, for any Notes to be redeemed pursuant to Section 16.01 or Section 16.02, 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 January 1 or July 1 (whether or not such day is a Business Day) immediately preceding

the applicable January 15 or July 15 Interest Payment Date, respectively.

“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).

“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 $15,000,000. 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.

“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 Company”

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 Global Select Market or, if the Common Stock (or such other security)

is not then listed on the Nasdaq Global Select 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 Global Select Market or, if the Common Stock is not then listed on the Nasdaq Global Select 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.

“Trading Price”

of the Notes on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent

for $1,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent

nationally recognized securities dealers the Company selects for this purpose; provided that if three such bids cannot reasonably

be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, and if only

one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If, on any determination date, the

Bid Solicitation Agent cannot reasonably obtain at least one bid for $1,000,000 principal amount of Notes from a nationally recognized

securities dealer, then the Trading Price per $1,000 principal amount of Notes on such determination date shall be deemed to be less than

98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate.

“transfer”

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

“Trigger Event”

shall have the meaning specified in Section 14.04(c).

“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

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01. Designation

and Amount. The Notes shall be designated as the “5.00% Convertible Senior Notes

due 2031.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited

to $375,000,000 (or $431,250,000 if the Initial Purchasers’ Option is exercised in full), 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 and the Fundamental

Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note

on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.

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.

(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 (together with any interest thereon) 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 (together with any interest thereon), which shall be fixed in the following manner. The Company shall notify the Trustee in writing

of the amount of the Defaulted Amounts (together with any interest thereon) 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 (together with any interest thereon) 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 (together with any interest thereon) as in this clause provided. Thereupon the Company shall

fix a special record date for the payment of such Defaulted Amounts (together with any interest thereon) 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 (which shall be the Depositary in the case of Global Notes) not less than 10 days prior to such special record date;

provided that the Trustee has received such notice at least three Business Days prior to the date such notice is to be sent (or such shorter

period as shall be acceptable to the Trustee). 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 any Officer.

At any time and from time to

time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication,

together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order

shall authenticate and deliver such Notes, without any further action by the Company hereunder; 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.

The Company Order shall specify

the amount of Notes to be authenticated, and the applicable rate at which any interest will accrue on such Notes. The Trustee shall thereupon

authenticate and deliver said Notes to or upon the written order of the Company (as set forth in such Company Order).

The Trustee shall have the right

to decline to authenticate and deliver any Notes under this Section (a) unless and until it receives from the Company a Company Order

instructing it to so authenticate and deliver such Notes and an Officers’ Certificate and an Opinion of Counsel in accordance with

Section 17.06 hereof; (b) if the Trustee determines that such action may not lawfully be taken; or (c) if the Trustee determines that

such action would expose the Trustee to personal liability, unless indemnity and/or security and/or pre-funding satisfactory to the Trustee

against such liability is provided to the Trustee and the Note Registrar.

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 Note Registrar and 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 Conversion Agent, 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 Conversion Agent, 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)

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 date of original issuance of

the Notes, 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 such Note (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):

THE OFFER AND SALE OF THIS NOTE

AND THE SHARES OF COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND NEITHER THIS NOTE

NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF 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 (“RULE 144A”)) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT;

AND

(2) AGREES

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

OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD THEN IMPOSED BY RULE 144 UNDER THE SECURITIES ACT (OR

ANY SUCCESSOR PROVISION), EXCEPT ONLY:

(A) TO

THE COMPANY OR ANY SUBSIDIARY THEREOF;

(B) PURSUANT

TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;

SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER

THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS

BEING MADE IN RELIANCE ON RULE 144A; OR

(D) PURSUANT

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

BEFORE THE REGISTRATION OF ANY

SALE OR TRANSFER IN ACCORDANCE WITH (2)(C) OR (D) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY

OF SUCH CERTIFICATES, OPINIONS OF COUNSEL OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT

THE PROPOSED OFFER, SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

No transfer of any Note prior

to the Resale Restriction Termination Date 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 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. In addition, the Company may effect

the removal of the Restrictive Notes Legend upon the Company’s delivery to the Trustee of written notice to such effect, whereupon

the Restrictive Notes Legend set forth above and affixed on any Note shall be deemed, in accordance with the terms of the certificate

representing such Note, to be removed therefrom without further action by the Company, the Trustee, the Holder(s) thereof or any other

Person; at such time, such Note shall be deemed to be assigned an unrestricted CUSIP number as provided in the certificate representing

such Note, it being understood, including for purposes of Section 4.06(e), 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.

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 the

Depositary requests that the Notes be issued as Physical Notes, the Company shall execute, and the Trustee, upon receipt of an Officer’s

Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause

(iii), a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such

beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial owner of the

related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes

in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled.

Physical Notes issued in exchange

for all or a part of the Global Note pursuant to this Section 2.05(c) shall be registered in such names and in such authorized denominations

as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing.

Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are

so registered.

At such time as all interests

in a Global Note have been converted, canceled, repurchased upon a Fundamental Change, redeemed or transferred, such Global Note shall

be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary

and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted,

canceled, repurchased upon a Fundamental Change, redeemed or transferred to a transferee who receives Physical Notes therefor or any Physical

Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the

standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the

case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to

reflect such reduction or increase.

None of the Company, the Trustee

or any agent of the Company or the Trustee (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 (“RULE 144A”)) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT;

AND

(2) AGREES

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

OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD THEN IMPOSED BY RULE 144 UNDER THE SECURITIES ACT (OR

ANY SUCCESSOR PROVISION), EXCEPT ONLY:

(A) TO

THE COMPANY OR ANY SUBSIDIARY THEREOF;

(B) PURSUANT

TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;

SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER

THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS

BEING MADE IN RELIANCE ON RULE 144A; OR

(D) PURSUANT

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

BEFORE THE REGISTRATION OF ANY

SALE OR TRANSFER IN ACCORDANCE WITH (2)(C) OR (D) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY

OF SUCH CERTIFICATES, OPINIONS OF COUNSEL OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT

THE PROPOSED OFFER, SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

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) 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 receipt of a written request from the Company 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 and/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 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, in the form of a Company Order, authenticate

and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially

in the form of the Physical Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as

may be determined by the Company. Every such temporary Note shall be executed by the Company and authenticated by the Trustee or such

authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Physical Notes.

Without unreasonable delay, the Company shall execute and deliver to the Trustee or such authenticating agent Physical Notes (other than

any Global Note) and thereupon any or all temporary Notes (other than any Global Note) may be surrendered in exchange therefor, at each

office or agency maintained by the Company pursuant to Section 4.02 and the Trustee or such authenticating agent 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, Optional Redemption, registration of transfer or exchange or conversion

(other than any Notes exchanged pursuant to Section 14.12), if surrendered to the Company or any of its agents or Subsidiaries, to be

surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly by it in accordance with its

customary procedures upon 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 canceled Notes in accordance with its customary procedures

and, after such disposition, shall deliver evidence of such disposition to the Company, at the Company’s written request in a Company

Order.

Section 2.09. CUSIP

Numbers. The Company in issuing the Notes may use “CUSIP” numbers (if then

generally in use), and, if so, the Trustee shall use “CUSIP” numbers in all notices issued to Holders as a convenience to

such Holders; provided that the Trustee shall have no liability for any defect in the “CUSIP” numbers as they appear

on any Note, notice or elsewhere, and, provided, further, that any such notice may state that no representation is made as to

the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be placed only on the other identification

numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP” or “ISIN”

numbers, as applicable.

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

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, 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

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

interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.

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 and the Fundamental Change

Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes in trust for the benefit of the Holders;

(ii) that

it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Redemption

Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes when the same shall

be due and payable; and

(iii) that

at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums

so held in trust.

The Company shall, on or before

each due date of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued

and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price

and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee)

the Company will promptly notify the Trustee in writing of any failure to take such action; provided that if such deposit is made

on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date.

(b) If

the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price and

the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes, set aside, segregate and hold

in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price and the Fundamental

Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing

of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Redemption Price

and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same shall become

due and payable.

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 and the Fundamental Change Repurchase Price, if applicable)

of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such

principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon

conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate,

or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general

creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust

money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

(e) Upon

any Event of Default pursuant to Section 6.01(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 giving effect to any grace period provided by Rule 12b-25 under

the Exchange Act (or any successor thereto)). 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 or reports 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 date of original issuance

of the Notes, 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, other than current reports on Form 8-K, as applicable (after giving effect to all applicable grace periods

thereunder (including any grace period 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 that 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 day during the first 90 days of 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)

and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day during such period after such 90th day 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 or the existence of the Restrictive Notes Legend on Notes in compliance with Section 2.05(c), in either case, 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 De-legending Deadline Date, the Company shall

pay Additional Interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of Notes outstanding for each day

during the period beginning on, and including, the De-legending Deadline Date and ending on the earlier of (x) the 90th day immediately

following the De-legending Deadline Date and (y) the date on which 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 and (ii) 0.50% per annum

of the principal amount of Notes outstanding for each day during the period beginning on, and including, the 91st day immediately following

the De-legending Deadline Date and ending on the date on which 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,

no Additional Interest shall accrue or be owed pursuant to this Section 4.06(e) 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 the Company complies with its obligations

under this Section 4.06(e) (which notice may be given at any time after the 330th day after the last date of original issuance of the

Notes), it being understood and agreed that in no event shall Additional Interest accrue or be owed pursuant to this Section 4.06(e) for

any period prior to the 380th day after the last date or original issuance of the Notes. However, for the avoidance of doubt, Global Notes

will continue to bear Additional Interest pursuant to this paragraph until such time as they are identified by an unrestricted CUSIP in

the facilities of the Depositary therefor, as a result of completion of such Depositary’s mandatory exchange process or otherwise.

(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 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 pursuant

to Section 6.03. However, in no event shall Additional Interest payable 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 current 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 a result of

the Company’s failure to comply with its reporting obligations pursuant to Section 6.03, 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.

(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. For the avoidance of doubt, in the event additional Notes are issued under this Indenture

pursuant to Section 2.10 and such additional Notes are Restricted Securities, for purposes of determining whether Additional Interest

shall be payable pursuant to Section 4.06(d) or Section 4.06(e) with respect to any Notes issued under this Indenture, all Notes that

were not issued with the same CUSIP number or were not offered by the same offering document shall be considered separately.

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.

ARTICLE

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 January 1 and July 1 in each year beginning with January 1, 2027, 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

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 three 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 corporate transaction in accordance with Section 14.01(b)(ii) or 14.01(b)(iii) when due and such failure continues for three

Business Days;

(e) failure

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

(f) failure

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

the Notes then outstanding to the Company and the Trustee 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 $25,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such

indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior

to its stated maturity date or (ii) constituting a failure to pay the principal of any such 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.

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 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 immediately due and payable

without any action on the part of the Trustee.

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.

Section 6.03. Additional

Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary,

to the extent the Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its

obligations as set forth in Section 4.06(b) shall, 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 any Event of Default relating to the Company’s failure

to comply with its obligations as set forth in Section 4.06(b) in accordance with the immediately preceding paragraph, the Company must

notify all Holders of the Notes, the Trustee and the Paying Agent (if other than the Trustee) in writing of such election prior to the

beginning of such 365-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration

as provided in Section 6.02.

In no event shall Additional

Interest payable at the Company’s election for failure to comply with its obligations pursuant to Section 4.06(b) as set forth in

this Section 6.03, 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 current 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 to 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 and the Fundamental Change Repurchase Price and any cash due upon conversion) then

owing and unpaid upon the Notes for principal and interest, if any, with interest on the overdue principal and, to the extent that such

interest has been collected by the Trustee, upon overdue installments of interest at the rate borne by the Notes at such time, and in

case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such

principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price and any cash due upon conversion)

and interest without preference or priority of principal over interest, or of interest over principal or of any installment of interest

over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal (including, if

applicable, the Redemption Price and the Fundamental Change Repurchase Price and any cash due upon conversion) and accrued and unpaid

interest; and

Fourth, to the payment

of the remainder, if any, to the Company.

Section 6.06. Proceedings

by Holders. Except to enforce the right to receive payment of principal (including, if

applicable, the Redemption Price and the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or

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

of 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 and/or expense to be incurred therein or thereby;

(d) the

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

or refused to institute any such action, suit or proceeding; and

(e) no direction

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

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

being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and

Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any

provision of 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 any other 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 and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid

interest, if any, on, and (z) the consideration due upon conversion of, such Note, on or after the respective due dates expressed or provided

for in such Note or in 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 conflicts with law or this Indenture, that may involve the Trustee in personal liability

or violating applicable law, or if it is not provided with security and/or indemnity to its satisfaction, or that the Trustee 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

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 and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant

to the provisions of Section 6.01, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion

of the Notes or (iii) a Default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without

the consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes

shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default

or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived

as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes and 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

and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the

payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long

as the Trustee (in its sole discretion) 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 or against 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 and the Fundamental Change Repurchase Price, if applicable)

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

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

ARTICLE

CONCERNING THE TRUSTEE

Section 7.01. Duties

and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default

of which the Trustee has written notice or actual knowledge 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 and no implied covenants or obligations

will be read into this Indenture against the Trustee. In the event an Event of Default, of which the Trustee has actual written notice,

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 notice 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, as determined in a final non-appealable decision of

a court of competent jurisdiction, 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 Responsible Officers of the Trustee,

unless it shall be proved in a final non-appealable decision in a court of competent jurisdiction 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 written

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 and without liability 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; and

(i) in

the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer

agent hereunder, the rights, immunities, privileges, disclaimers from liability and protections (including the right to compensation and

indemnity) afforded to the Trustee pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent,

Conversion Agent, Bid Solicitation 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, or premium, if any, or interest on, any Note) unless a Responsible Officer of the Trustee has actual

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

of a Default or Event of Default) is 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;

(l) the

Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction of the Holders of not

less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available

to the Trustee or the exercising of any power conferred by this Indenture;

(m) the

rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,

are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person

employed to act hereunder; and

(o) neither

the Trustee nor any agent of the Trustee 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 and without liability 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;

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, Bid Solicitation Agent or Note Registrar May Own Notes.

The Trustee, any Paying Agent, any Conversion Agent, Bid Solicitation Agent (if other than the Company or any Affiliate thereof)

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, Bid Solicitation 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 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, and

at the expense of the Company 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 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 to 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 to 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.

ARTICLE

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 and any Fundamental Change Repurchase Price) of and (subject to Section

2.03) accrued and unpaid interest on such Note, for conversion of such Note and for all other purposes under 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

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. Nothing contained in this Article 9 shall be deemed or construed to limit any Holder’s

actions pursuant to the applicable procedures of the Depositary so long as the Notes are Global Notes.

ARTICLE

SUPPLEMENTAL INDENTURES

Section

10.01. Supplemental Indentures Without Consent of Holders. Notwithstanding Section 10.02, 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 Company 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 in any material respect;

(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

certified 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 issuance of additional Notes in compliance with this Indenture;

(m) to

provide for the acceptance of appointment by a successor Trustee, Note Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent

to facilitate the administration of the trusts under this Indenture by more than one trustee; or

(n) 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) make

any change that adversely affects the conversion rights of any Notes as set forth in this Indenture;

(e) reduce

the Redemption Price 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 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 (with a copy to the

Trustee) 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

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”) unless:

(a) the

resulting, surviving or transferee Person, if not the Company, shall be a Qualified Successor Entity (such Qualified Successor Entity,

the “Successor Company”) organized and existing under the laws of the United States of America, any State thereof or

the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the

obligations of the Company under the Notes and this Indenture;

(b) immediately

after giving effect to such Business Combination Event, no Default or Event of Default shall have occurred and be continuing under this

Indenture; and

Company has delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to such

Business Combination Event and such supplemental indenture (if any) complies with the provisions of this Indenture.

For purposes of this Section

11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of

the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all

or substantially all of the 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

Company to Be Substituted. In case of any such Business Combination Event and upon the

assumption by the Successor Company, 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 Company (if not the Company) shall

succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, 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 Company thereupon may cause to be signed, and may issue either in

its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by

the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the

terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated

and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication,

and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the

Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter

issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof.

In the event of any 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

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, either directly or through the Company

or any successor, 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

[INTENTIONALLY OMITTED]

ARTICLE

CONVERSION OF NOTES

Section 14.01. Conversion

Privilege.

(a) Subject

to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option,

to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note

(i) subject to satisfaction of the circumstances described in Section 14.01(b), at any time prior to the close of business on the Business

Day immediately preceding April 15, 2031 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless

of the circumstances described in Section 14.01(b), on or after April 15, 2031 and 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 105.0862 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)

(i) Prior

to the close of business on the Business Day immediately preceding April 15, 2031, a Holder may surrender all or any portion of its Notes

for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement

Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes

in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last

Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices

shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in

this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000

principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request

(or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000

principal amount of Notes) unless a Holder or Holders of at least $1,000,000 aggregate principal amount of Notes provides the Company

with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the

product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which

time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid

Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading

Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of

the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. At such time as the Company instructs the Bid

Solicitation Agent (if other than the Company) in writing to obtain bids, the Company shall provide the Bid Solicitation Agent with the

names and contact information for the securities dealers the Company has selected and the Company shall instruct such securities dealers

to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when

the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when

obligated as provided in the preceding sentence, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation

Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination

when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on

any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate

on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders

of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive

absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal

amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion

Rate for such date, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing

and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine

the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection

(b)(i).

(ii) If,

prior to the close of business on the Business Day immediately preceding April 15, 2031, the Company elects to:

(A) distribute

to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights

plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after

the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less

than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including,

the Trading Day immediately preceding the date of announcement of such distribution; or

(B) 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 35 Scheduled Trading Days

prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder

rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred

or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical

Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the

Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the

Company shall be required to settle all conversions of Called 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. Once the Company

has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the

close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement

that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that

Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, 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 clause (A) or (B)

of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the applicable

Conversion Rate as of the record date for such distribution, multiplied by the principal amount (expressed in thousands) of Notes

held by such Holder.

(iii) If

(A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business

on the Business Day immediately preceding April 15, 2031, regardless of whether a Holder has the right to require the Company to repurchase

the Notes pursuant to Section 15.02, or (B) the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is

solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change

or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock

solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs

prior to the close of business on the Business Day immediately preceding April 15, 2031, (each such Fundamental Change, Make-Whole Fundamental

Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered

for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the

effective date of such Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading

Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change

(other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental

Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The

Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following

the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event.

(iv) Prior

to the close of business on the Business Day immediately preceding April 15, 2031, a Holder may surrender all or any portion of its Notes

for conversion at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2026 (and only during

such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive)

during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar

quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.

(v) If

the Company calls any Notes for Optional Redemption or Cleanup Redemption pursuant to Article 16, then a Holder may surrender all or any

portion of its Called Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately

prior to the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert

such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the

payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes 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.

If a Holder elects to convert Called Notes pursuant to this Section 14.01(b)(v) during the related Redemption Period, the Company will,

under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. If the Company elects to redeem

fewer than all of the outstanding Notes for Optional Redemption pursuant to Section 16.1, and the Holder of any Note (or any owner of

a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 31st Scheduled Trading

Day immediately before the relevant Redemption Date (or if, as permitted by Section 16.03(a), the Company delivers a Notice of Redemption

electing Physical Settlement not less than 10 nor more than 65 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, as a result thereof, convertible on account of the

related Notice of Redemption in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, will be entitled

to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Scheduled Trading Day

prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner,

as applicable, will be entitled to convert such Note or beneficial interest, as applicable, 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, and each 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 an Optional Redemption pursuant to Section 16.01, Holders of the Notes that

are not Called Notes will not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and will not be entitled to an increase

in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even

if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b) and are converted during the related

Redemption Period.

any other provision of the Notes, (i) no Holder of Notes, other than an Excepted Holder, will be entitled to receive shares of Common

Stock following conversion of such Notes to the extent that receipt of such shares of Common Stock would cause such Holder to Beneficially

Own or Constructively Own shares of Common Stock in excess of the Ownership Limit or violate any other restriction on the ownership and

transfer of the Common Stock as provided in the Charter and (ii) no Excepted Holder will be entitled to receive shares of Common Stock

following the conversion of such notes to the extent that receipt of such shares of Common Stock would cause such Holder to Beneficially

Own or Constructively Own shares of Common Stock in excess of the Excepted Holder Limit for such Excepted Holder or violate any other

restriction on the ownership and transfer of the Common Stock as provided in the Charter.

Any purported delivery of shares

of Common Stock upon conversion of Notes that would result in a Holder Beneficially Owning or Constructively Owning Common Stock in excess

of the Ownership Limit or applicable Excepted Holder Limit or a violation of the restrictions on ownership and transfer of the Company’s

Common Stock set forth in the Charter will be void and have no effect to the extent (but only to the extent) of such violation of the

Ownership Limit, applicable Excepted Holder Limit, or other restriction. If any delivery of the shares of Common Stock owed to a Holder

upon conversion of Notes is not made, in whole or in part, as a result of this Section 14.01(c), the Company’s obligation

to make such delivery shall not be extinguished and the Company shall deliver such shares of Common Stock as promptly as practicable after

any such converting Holder gives notice to the Company that such delivery would not result in it being the Beneficial Owner or Constructive

Owner of Common Stock in excess of the Ownership Limit or applicable Excepted Holder Limit or violate any other restriction on ownership

and transfer of the Common Stock set forth in the Charter. Under no circumstances will the provisions this Section 14.01(c) obligate

the Company settle such Holder’s Notes through Cash Settlement, other assets or Combination Settlement in lieu of Physical Settlement

pending resolution of the Ownership Limit on conversion) The Trustee shall have no obligation to monitor the Ownership Limit for any Holder

or all Holders.

Section 14.02. Conversion

Procedure; Settlement Upon Conversion.

(a) Subject

to this Section 14.02, Section 14.03(b) and Section 14.07(a), upon conversion of any Note, the Company shall satisfy its Conversion Obligation

by paying or delivering, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted,

cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional

share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) or a combination

of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance

with subsection (j) of this Section 14.02 (“Combination Settlement”), at its election, as set forth in this Section

14.02.

(i) All

conversions of Called Notes for which the relevant Conversion Date occurs during the related Redemption Period shall be settled using

the same Settlement Method, and all conversions for which the relevant Conversion Date occurs on or after April 15, 2031, shall be settled

using the same Settlement Method.

(ii) Except

for any conversions of Called Notes for which the relevant Conversion Date occurs during the related Redemption Period, and any conversions

for which the relevant Conversion Date occurs on or after April 15, 2031, and except to the extent the Company has irrevocably elected

Physical Settlement pursuant to Section 14.01(b)(ii) 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 April 15, 2031 or for which the Company has irrevocably

elected Physical Settlement pursuant to Section 14.01(b)(ii) 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, (B) for which the relevant Conversion Date occurs on or after April 15, 2031, no later than April 15, 2031

or (C) to the extent the Company has irrevocably elected Physical Settlement pursuant to Section 14.01(b)(ii) in a notice as described

in such Section). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence,

the Company shall no longer have the right to elect Cash Settlement or Combination Settlement with respect to any conversion on such Conversion

Date or during such period, and the Company shall be deemed to have elected Physical Settlement in respect of its Conversion Obligation.

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 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 or Event of Default under this Indenture.

By notice to all Holders, the

Company may, prior to April 15, 2031, 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 the Company irrevocably elects 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 election, 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 close of business on the Trading Day immediately following the

relevant Conversion Date (or in the case of any conversions (x) for which the relevant Conversion Date occurs (i) after the date of issuance

of a Notice of Redemption as described in Section 16.03 and prior to the related Redemption Date in such Notice of Redemption or (ii)

on or after April 15, 2031, no later than April 15, 2031), 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. Such irrevocable election shall apply for all conversions of Notes

with Conversion Dates occurring subsequent to delivery of such notice; provided, however, that no such 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. However, the Company may nonetheless choose to execute such an amendment at its option. If the Company 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 election, the Company shall either post the fixed Settlement Method 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 to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the

converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily

Conversion Values for each of the 30 consecutive Trading Days during the related Observation Period; and

the Company elects 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 30 consecutive Trading Days during the related Observation Period.

(v) The

Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following

the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts 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.

(b) Subject

to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall

(i) in

the case of a Global Note, comply with the applicable procedures of the Depositary in effect at that time and, if required, pay funds

equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and,

if applicable, pay any documentary, stamp, similar issue or transfer taxes. If a Holder has complied with the applicable procedures of

the Depositary for converting a Global Note, such conversion will be irrevocable unless the Company, in its sole and absolute discretion,

agrees to permit the Holder to withdraw such conversion and such withdrawal is reasonably feasible pursuant to the applicable procedures

of the Depositary; and

(ii) (ii) in the

case of a Physical Note (1) complete, manually sign and deliver an irrevocable (unless the Company it its sole and absolute discretion

agrees to permit the Holder to withdraw such conversion) notice to the Conversion Agent as set forth in the Form of Notice of Conversion

(or a facsimile, PDF or other electronic transmission thereof) at the office of the Conversion Agent and state in writing therein the

principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates

for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes,

duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion

Agent, (3) if required, furnish appropriate endorsements and transfer documents (4) if required, pay funds equal to interest payable

on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (5) if applicable, pay any

documentary, stamp, similar issue or transfer taxes.

A notice pursuant to the applicable

procedures of the Depositary or a notice as set forth in the Form of Notice of Conversion is referred to herein as a “Notice

of Conversion.” 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 to the Company in respect of such Notes and has not validly withdrawn such Fundamental

Change 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 (or is deemed to have elected) 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 the case of conversion of a Global Note, 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 upon receipt of a Company Order, the Trustee

shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized

denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service

charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary,

stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as

a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old

Notes surrendered for such conversion.

(e) If

a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue

or delivery of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued

in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver

the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives

a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence.

(f) Except

as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any

Note as provided in this Article 14.

(g) Upon

the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on

such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any

conversion of Notes effected through any Conversion Agent other than the Trustee.

(h) Upon

conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The

Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount

of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid

interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished

or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed

to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business

on a Regular Record Date and prior to the open of business on the corresponding Interest Payment Date, Holders of such Notes as of the

close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest

Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular

Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount

of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the

close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Redemption Date

that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date;

(3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business

Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts

exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular

Record Date immediately preceding the Maturity Date shall receive the full interest payment due on the Maturity Date in cash regardless

of whether their Notes have been converted following such Regular Record Date. Neither the Trustee nor the Conversion Agent (if other

than the Trustee) will have any duty to determine or verify (i) determination by the Company of whether any of the conditions to conversion

have been satisfied or (ii) the Conversion Rate.

(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 Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed

on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such

computation shall be paid in cash.

Section 14.03. Increased

Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Notice of Redemption.

(a) If

(i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in

connection with such Make-Whole Fundamental Change or (ii) the Company delivers a Notice of Redemption as provided under Section 16.03

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 open of business on the Effective Date

of the Make-Whole Fundamental Change up to, and including, the close of business on 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 pursuant to Section 14.01(b)(v) 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 pursuant to Section 14.01(b)(i)-(iv) 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 pursuant to Section 14.01(b)(v), 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

$7.32

$8.40

$9.52

$10.90

$12.37

$14.00

$17.00

$20.00

$26.00

$34.00

$44.00

$60.00

July 14, 2026

31.5258

30.1976

24.1691

18.8890

14.9167

11.7686

7.9912

5.6675

3.0635

1.4165

0.4925

0.0000

July 15, 2027

31.5258

29.0810

22.8897

17.5661

13.6459

10.6043

7.0518

4.9295

2.6138

1.1821

0.3911

0.0000

July 15, 2028

31.5258

27.5012

21.0861

15.7193

11.8941

9.0264

5.8194

3.9910

2.0735

0.9174

0.2832

0.0000

July 15, 2029

31.5258

25.0464

18.3183

12.9440

9.3306

6.7886

4.1671

2.7930

1.4331

0.6247

0.1725

0.0000

July 15, 2030

31.5258

21.1119

13.8025

8.5413

5.4802

3.6464

2.0847

1.3915

0.7373

0.3224

0.0745

0.0000

July 15, 2031

31.5258

13.9614

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 $60.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column

headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate; and

(iii) if

the Stock Price is less than $7.32 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 136.6120 shares of Common Stock, subject to adjustment

in the same manner as the Conversion Rate pursuant to Section 14.04. For the avoidance of doubt, if a Holder converts its Notes prior

to the Effective Date of any Make-Whole Fundamental Change, then, whether or not the Make-Whole Fundamental Change occurs, such Holder

shall not be entitled to an increased Conversion Rate in connection with such conversion on account of such Make-Whole Fundamental Change.

(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 or Effective Date, as applicable, 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 in respect 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 of such dividend or distribution, or

immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable;

CR’ =

the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;

OS0 =

the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date

(before giving effect to any such dividend, distribution, split or combination); and

OS’ =

the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share

combination.

Any adjustment made under this Section 14.04(a) shall

become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after

the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of

the type described in this Section 14.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted,

effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would

then be in effect if such dividend or distribution had not been declared.

(b) If

the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to

a stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution,

to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices

of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date

of announcement of such distribution, the Conversion Rate shall be increased based on the following formula:

where,

CR0 =

the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution,

CR’ =

the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date for such distribution;

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)(ii)(A), 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 without having to convert its Notes, 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 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.

(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 without having to convert its Notes, 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; or

(viii) for

accrued and unpaid interest, if any.

(j) All

calculations and other determinations under this Article 14 shall be made by the Company and shall be made to the nearest one-ten thousandth

(1/10,000th) of a share.

(k) If

an adjustment to the Conversion Rate otherwise required by this Section 14.04 would result in a change of less than 1% to the Conversion

Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment, except that all

such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (i) when all such deferred adjustments

would result in an aggregate change of at least 1% to the Conversion Rate, (ii) on the Conversion Date for any Notes (in the case of Physical

Settlement), (iii) on each Trading Day of any Observation Period related to any conversion of Notes (in the case of Cash Settlement or

Combination Settlement), (iv) April 15, 2031, (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 and Conversion Agent 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. Neither the Trustee nor any Conversion Agent

shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein.

(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 documentary, stamp or similar issue or transfer 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 use its commercially reasonable efforts to list and keep listed, so long as the Common Stock shall be so listed

on such exchange or automated quotation system, any Common Stock issuable upon conversion of the Notes.

Section 14.09. Responsibility

of Trustee. The Trustee and any other Conversion Agent shall not at any time be under

any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that

may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of

any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed,

in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the

kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon

the conversion of any Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the

Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common

Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to

comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality

of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any

provisions contained in any supplemental indenture entered into pursuant to Section 14.07 relating either to the kind or amount of shares

of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred

to in such Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01, may accept

(without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying

upon, the Officer’s Certificate (which the Company shall be obligated to file with the Trustee and the Conversion Agent prior to

the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible

for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for conversion or no longer

eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 14.01(b)

with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may

conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence

of any such event or at such other times as shall be provided for in Section 14.01(b).

Section 14.10. [Reserved]..

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),

the Trustee and the Conversion Agent (if other than the Trustee) 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

REPURCHASE OF NOTES AT OPTION OF HOLDERS

Section 15.01. [Intentionally

Omitted].

Section 15.02. Repurchase

at Option of Holders Upon a Fundamental Change.

(a) Except

as provided below, 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 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. The Trustee and the Conversion

Agent, Paying Agent or any other agent appointed for such purpose shall have no responsibility to determine the Fundamental Change Repurchase

Price.

(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 applicable 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 delivered by first class

mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Simultaneously

with providing such notice, the Company shall publish such information on the Company’s website or through such other public medium

as the Company may use at that time. Each Fundamental Change Company Notice shall specify:

(i) the

events causing the Fundamental Change;

(ii) the

effective date of the Fundamental Change;

(iii) the

last date on which a Holder may exercise the repurchase right pursuant to this Article 15;

(iv) the

Fundamental Change Repurchase Price;

(v) the

Fundamental Change Repurchase Date;

(vi) the

name and address of the Trustee, 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 three (3) 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 such Fundamental Change required pursuant to Section 14.01(b)(iii).

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. (a) A Fundamental Change 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, specifying:

(i) the

principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which must be $1,000 or an integral

multiple thereof,

(ii) if

Physical Notes have been issued, the certificate number of the Note in respect of which such notice of withdrawal is being submitted,

and

(iii) the

principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion must be

in principal amounts of $1,000 or an integral multiple of $1,000;

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 in accordance with applicable procedures of the Depositary.

Section 15.04. Deposit

of Fundamental Change Repurchase Price. (a) The Company will deposit with the Trustee

(or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in

trust as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount

of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject

to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase

(and not validly withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase

Date) will be made on the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions

in Section 15.02) and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed

by the Company) by the Holder thereof in the manner required by Section 15.02 by mailing checks 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.

(b) If

by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by the Company)

holds money sufficient to pay the Fundamental Change Repurchase Price (and, to the extent not included in the Fundamental Change Repurchase

Price, accrued and unpaid interest, if applicable) of the Notes to be repurchased on such Fundamental Change Repurchase Date, then, with

respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes will cease

to be outstanding, (ii) interest 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 (x) the right to receive the Fundamental Change Repurchase Price and (y) if the Fundamental Change Repurchase Date

falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular

Record Date to receive the full amount of accrued and unpaid interest relating to such Regular Record Date).

surrender of a Note that is to be repurchased in part pursuant to Section 15.02, the Company shall execute and the Trustee shall authenticate

and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Note

surrendered.

Section 15.05. Covenant

to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase

offer upon a Fundamental Change pursuant to this Article 15, the Company will, if required:

(a) comply

with the tender offer rules under the Exchange Act that may then be applicable;

(b) file

a Schedule TO or any other required schedule under the Exchange Act; and

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, 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

REDEMPTION

Section 16.01. Optional

Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable

by the Company prior to July 20, 2029 except as set forth in Section 16.02. On or after July 20, 2029, and prior to the 31st 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 16.03.

Section 16.02. Cleanup

Redemption. The Company may redeem for cash all, but not less than all, of the Notes,

at its option, at any time, but only if the principal amount of the Notes outstanding at such time is less than 10% of the aggregate

principal amount of the Notes initially issued under this Indenture (including any additional Notes issued pursuant to the exercise of

the initial purchasers’ option to purchase additional Notes) (a “Cleanup Redemption”).

Section 16.03. Notice

of Optional Redemption or Cleanup 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 or its Cleanup Redemption right to redeem all of the Notes pursuant to Section 16.02, 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 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

or Cleanup Redemption (a “Notice of Redemption”) not less than 35 nor more than 65 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 65 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 prior to the close of business on the second Scheduled Trading

Day immediately preceding the Redemption Date;

(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;

(ix) whether

such redemption is an Optional Redemption or Cleanup Redemption; and

(x) in

case any Note is to be redeemed in part only pursuant to an Optional Redemption, the portion of the principal amount thereof to be redeemed

and on and after the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof

shall be issued.

A Notice of Redemption shall be irrevocable.

(d) If

the Company elects to redeem fewer than all of the outstanding Notes pursuant to an Optional Redemption, at least $75,000,000 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 pursuant to an Optional Redemption and the Notes to be redeemed are Global Notes,

the Notes to be redeemed shall be selected by the Depositary in accordance with the applicable procedures of the Depositary. If fewer

than all of the outstanding Notes are to be redeemed pursuant to an Optional Redemption and the Notes to be redeemed are not Global Notes,

the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on

a pro rata basis or by another method the Trustee considers to be fair and appropriate. If any Note selected for partial redemption

by the Trustee (or the Depositary, with respect to Global Notes) pursuant to an Optional Redemption is submitted for conversion in part

after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected

for redemption, subject, in the case of Notes represented by a Global Note, to the Depositary’s applicable procedures.

Section 16.04. 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 16.03, the Notes so subject

to Optional Redemption or Cleanup 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 16.05. 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

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 Company. 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 Fermi Inc., 620 S. Taylor Street,

Suite 301, Amarillo, TX 79101, Attention: General Counsel email: [_________]. 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.

Notwithstanding any other provision

of this Indenture, notices to the Trustee, the Conversion Agent or the Paying Agent shall only be deemed received upon actual receipt

thereof by a Responsible Officer at the Corporate Trust Office or the Paying Corporate Trust Office, as applicable.

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; provided that notice to the

Trustee and the Conversion Agent shall be deemed given in the manner provided in the second immediately preceding paragraph or otherwise

upon actual receipt by the Trustee or the Conversion Agent, as applicable. Any notice or communication delivered or to be delivered to

a Holder of Global Notes shall be delivered in accordance with the applicable procedures of the Depositary and shall be sufficiently given

to it if so delivered within the time prescribed. Notwithstanding any other provision of this Indenture or any Note, where this Indenture

or any Note provides for notice of any event (including any Notice of Redemption or Fundamental Change Company Notice) to a Holder of

a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant

to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with the Depositary’s

applicable procedures.

Failure to mail or deliver a

notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or

communication is mailed or delivered, as the case may be, in the manner provided above, it is duly given, whether or not the addressee

receives it.

In case by reason of the suspension

of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders by mail, then such notification

as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 17.04. Governing

Law; Jurisdiction. 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 and that all conditions precedent to such action have been complied with.

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 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, any Redemption Date or the Maturity Date is not

a Business Day or it 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 or any agents thereof 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 or any agents thereof, as the case may be, 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

Trading Price of the Notes (for purposes of determining whether the Notes are convertible as described herein), 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 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. Tax Withholding.

Any applicable withholding taxes (including backup withholding) may be withheld from interest and payments upon conversion, repurchase,

redemption or maturity of the Notes, and if any withholding taxes (including backup withholding) are paid on behalf of a Holder or beneficial

owner of Notes, those withholding taxes may be withheld from or set off against payments of cash or the delivery of shares of Common

Stock, if any, in respect of the Notes (or any payments on the Common Stock) or sales proceeds received by or other funds or assets of

the Holder or beneficial owner.

Section 17.18. Electronic

Signatures. This Indenture (or any documents executed in connection with this Indenture)

shall be valid, binding and enforceable against a party when executed and delivered by an authorized individual on behalf of the party

by means of (i) an original manual signature, (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature

permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of Uniform Electronic Transactions

Act, and/or any relevant electronic signature law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature

Law”), in each case to the extent applicable. Each faxed, scanned or photocopied manual signature, or other electronic signature,

shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party

hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual

signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity

or authenticity thereof. For the avoidance of doubt, original manual signatures shall be used for the authentication by the Trustee of

Notes, or for the execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to

the character or intended character of the writings. The Company agrees to assume all risks arising out of the use of using digital signatures

and electronic methods to submit communications to the Trustee, including, without limitation, the risk of the 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.

FERMI INC.

By:

/s/ Robert Masson

Name:

Robert L. Masson

Title:

Interim Chief Financial Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/ Michael K. Herberger

Name:

Michael K. Herberger

Title:

Vice President

[Signature Page to Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

Include the 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 the following legend

if this is a transfer restricted Note:

THE OFFER AND SALE OF THIS NOTE

AND THE SHARES OF COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND NEITHER THIS NOTE NOR ANY

INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF 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 (“RULE 144A”)) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND

(2) (2) AGREES

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

BENEFICIAL INTEREST HEREIN PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD THEN IMPOSED BY RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR

PROVISION), EXCEPT ONLY:

(A) TO

THE COMPANY OR ANY SUBSIDIARY THEREOF;

(B) PURSUANT

TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;

SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER

THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS

BEING MADE IN RELIANCE ON RULE 144A; OR

(D) PURSUANT

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

BEFORE THE REGISTRATION OF ANY

SALE OR TRANSFER IN ACCORDANCE WITH (2)(C) OR (D) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY

OF SUCH CERTIFICATES, OPINIONS OF COUNSEL OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT

THE PROPOSED OFFER, SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

A-1

Fermi Inc.

5.00% Convertible Senior Notes due 2031

No. [____]

[Initially]1 $[______]

CUSIP No. [____]2

Fermi Inc., a corporation

duly organized and validly existing under the laws of the State of Texas (the “Company,” which term includes any successor

corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE

& CO.]3 [___________]4, or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges

of Notes” attached hereto]5 [of $[______________]]6, on July 15, 2031, and interest thereon as set forth

below.

This Note shall bear interest at the rate of 5.00%

per year from July 14, 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 July 15, 2031. Interest is payable semi-annually in arrears on each January 15 and July 15, commencing

on January 15, 2027, to Holders of record at the close of business on the preceding January 1 and July 1 (whether or not such day is a

Business Day), respectively. Additional Interest may 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.

1 Include if a global note.

2 This Note will be deemed to be identified by CUSIP No. [____] from and after such time

when (i) 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 and (ii) this Note is identified

by such CUSIP number in accordance with the applicable procedures of the Depositary.

3 Include if a global note.

4 Include if a physical note.

5 Include if a global note.

6 Include if a physical note.

A-2

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.

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 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-3

IN WITNESS WHEREOF, the Company

has caused this Note to be duly executed.

FERMI 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:

A-4

REVERSE OF NOTE

Fermi Inc.

5.00% Convertible Senior Notes due 2031

This Note is one of a duly authorized

issue of Notes of the Company, designated as its 5.00% Convertible Senior Notes due 2030 (the “Notes”), initially limited

to the aggregate principal amount of $375,000,000 (or $431,250,000 if the Initial Purchasers’ Option is exercised in full) all issued

or to be issued under and pursuant to an Indenture dated as of July 14, 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 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 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, as provided in

the Indenture..

A-5

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 July 20, 2029 except in the case of a Cleanup Redemption. The Notes shall be redeemable at the Company’s option on

or after July 20, 2029 and prior to the 31st 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), the Holder has the right, at such Holder’s option, to require the Company to

repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof)

on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.

Subject to the provisions of

the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions specified

in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert

any Notes or portion thereof that is $1,000 or an integral multiple thereof, into cash, shares of Common Stock or a combination of cash

and shares of Common Stock, as applicable, at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided

in the Indenture.

A-6

ABBREVIATIONS

The following abbreviations,

when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable

laws or regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the entireties

JT TEN = joint tenants with right of survivorship

and not as tenants in common

Additional abbreviations may also be used though

not in the above list.

A-7

SCHEDULE A

SCHEDULE OF EXCHANGES OF NOTES7

Fermi Inc.

5.00% Convertible Senior Notes due 2031

The initial principal amount

of this Global Note is ______________DOLLARS ($________). The following increases or decreases in this Global Note have been

made:

Date of exchange

Amount of

decrease in

principal amount

of this Global Note

Amount of

increase in

principal amount

of this Global Note

Principal amount

of this Global Note

following such

decrease or

increase

Signature of

authorized

signatory of

Trustee or

Custodian

7 Include if a global note.

Schedule A

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

To: U.S. Bank Trust Company, National Association

1255 Corporate Drive,

6th Floor,

Irving, TX 75038

Attention: Fermi 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

1-1

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

1-2

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

To: U.S. Bank Trust Company, National Association

1255 Corporate Drive,

6th Floor,

Irving, TX 75038

Attention: Fermi Inc. Administrator

The undersigned registered owner

of this Note hereby acknowledges receipt of a notice from Fermi Inc. (the “Company”) as to the occurrence of a Fundamental

Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay

to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount

of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such

Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest

Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms

used herein but not defined shall have the meanings ascribed to such terms in the Indenture.

In the case of Physical Notes,

the certificate numbers of the Notes to be repurchased are as set forth below:

Dated:

Signature(s)

Social Security or Other Taxpayer Identification Number

Principal amount to be repaid (if less than all):

$______,000

NOTICE: The above signature(s) of the Holder(s)

hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any

change whatever.

2-1

ATTACHMENT 3

[FORM OF ASSIGNMENT AND TRANSFER]

For value received _____________________________

hereby sell(s), assign(s) and transfer(s) unto ____________________(Please insert social security or Taxpayer Identification Number of

assignee) the within Note, and hereby irrevocably constitutes and appoints _________________________ attorney to transfer the said Note

on the books of the Company, with full power of substitution in the premises.

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

Fermi Inc. or a subsidiary thereof;

☐

Pursuant to a registration statement that is effective under the Securities Act of 1933, as amended;

☐

Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or

☐

Pursuant to and in compliance with any other available exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act of 1933, as amended.

3-1

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.

3-2

EX-10.1 — FORM OF CAPPED CALL CONFIRMATION

EX-10.1

Filename: ea029807401ex10-1.htm · Sequence: 3

Exhibit 10.1

Bid Form

[Dealer]

[Dealer Address]

To:

Fermi Inc.

620 S. Taylor

Street, Suite 301

Amarillo, TX 79101

From: [Dealer]

Re: [Base][Additional] Call Option Transaction

Date: [_], 2026

Dear Ladies and Gentlemen:

The purpose of this letter

agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into

between [_____________] (“Dealer”) and Fermi Inc. (“Counterparty”) as of the Trade Date specified below (the

“Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master

Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

The definitions and

provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by

the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In

the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined

terms used herein are based on terms that are defined in the Offering Memorandum dated July 9, 2026 (the “Offering

Memorandum”) relating to the 5.00% Convertible Senior Notes due July 15, 2031 (as originally issued by Counterparty,

the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible

Note”) issued by Counterparty pursuant to the Purchase Agreement (as defined herein)) pursuant to an Indenture [to

be]1 dated [_], 2026 between Counterparty and U.S. Bank Trust Company, National Association, as trustee (the

“Indenture”). In the event of any inconsistency between the terms defined in the Offering Memorandum, the

Indenture and this Confirmation, this Confirmation shall govern. The parties acknowledge that this Confirmation is entered into on

the date hereof with the understanding that (i) definitions set forth in the Indenture which are also defined herein by reference to

the Indenture and (ii) sections of the Indenture that are referred to herein will conform to the descriptions thereof in the

Offering Memorandum. If any such definitions in the Indenture or any such sections of the Indenture differ from the descriptions

thereof in the Offering Memorandum, the descriptions thereof in the Offering Memorandum will govern for purposes of this

Confirmation. The parties further acknowledge that the Indenture section numbers used herein are based on the [draft of the

Indenture last reviewed by Dealer as of the date of this Confirmation, and if any such section numbers are changed in the Indenture

as executed, the parties will amend this Confirmation in good faith to preserve the intent of the parties]2 [Indenture as

executed]3. Subject to the foregoing, references to the Indenture herein are references to the Indenture as in effect on

the date of its execution, and if the Indenture is amended or supplemented following such date (other than any amendment or

supplement (x) pursuant to [Section 10.01(h)]4 of the Indenture that, as determined by the Calculation Agent, conforms

the Indenture to the description of Convertible Notes in the Offering Memorandum or (y) pursuant to [Section 14.07]5 of

the Indenture, subject, in the case of this clause (y), to the second paragraph under “Method of Adjustment” in Section

3), any such amendment or supplement will be disregarded for purposes of this Confirmation unless the parties agree otherwise in

writing. If Dealer, the Calculation Agent or the Determining Party is required to make any calculation, adjustment or determination

hereunder by reference to the Convertible Notes or the Indenture at a time at which the Convertible Notes are no longer outstanding,

Dealer, the Calculation Agent or the Determining Party, as the case may be, shall make such calculation, adjustment or

determination, as applicable, assuming the Convertible Notes remained outstanding.

1 Insert if Indenture is not completed at the time of the Confirmation.

2 Include in the Base Call Option Confirmation. Include in the

Additional Call Option Confirmation if it is executed before closing the base deal.

3 Include in the Additional Call Option Confirmation, but only

if the Additional Call Option Confirmation is executed after closing the base deal.

4 Include cross reference to Indenture section permitting amendments

without holder consent to conform the Indenture to the Description of Notes.

5 Include cross-reference to Indenture section relating to Share

Exchange Events.

Each party is hereby advised,

and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions

and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates

on the terms and conditions set forth below.

1. This Confirmation evidences

a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates.

This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the

“Agreement”) as if Dealer and Counterparty had executed an agreement in such form (but without any Schedule except

for (i) the election of the laws of the State of New York as the governing law (without reference to choice of law doctrine)) on the

Trade Date, (ii) in respect of Section 5(a)(vi) of the Agreement, the election that the “Cross Default” provisions shall

apply to Dealer with (a) a “Threshold Amount” of three percent of the shareholders’ equity of [Dealer][[ ] (“Dealer Parent”)]6 as of the Trade Date, (b) the deletion of the phrase “, or

becoming capable at such time of being declared,” from clause (1) and (c) the following language added to the end thereof: “Notwithstanding

the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (x) the default was caused solely by

error or omission of an administrative or operational nature; (y) funds were available to enable the party to make the payment when due;

and (z) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to pay.”,

and (iii) the term “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement, except that

such term shall not include obligations in respect of deposits received in the ordinary course of Dealer’s banking business). In

the event of any inconsistency between provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose

of the Transaction to which this Confirmation relates.

The parties hereby agree that no transaction other

than the Transaction to which this Confirmation relates shall be governed by the Agreement. If there exists any ISDA Master Agreement

between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master

Agreement is deemed to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement,

such confirmation or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction shall not be considered

a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement. For purposes of the Equity Definitions,

the Transaction shall be deemed to be a Share Option Transaction.

6 Insert if Dealer is not the highest rated entity in the group

2. The

terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms.

Trade Date:

[_], 2026

Effective Date:

The second Exchange Business Day immediately prior to the Premium Payment Date, subject to Section 9(x).

Option Style:

European

Option Type:

Call

Buyer:

Counterparty

Seller:

Dealer

The common stock of Counterparty, $0.001 par value per share (Exchange symbol “FRMI”).

Number of Options:

[_________]7. For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by

Counterparty. In no event will the Number of Options be less than zero.

Applicable Percentage:

[_________]%

Option Entitlement:

A number equal to the product of the Applicable Percentage and [_____]8.

Strike Price:

USD [_________]

Cap Price:

USD [_________]

Premium:

USD [_________]

Premium Payment Date:

[_], 2026

Exchange:

Nasdaq Global Select Market

Related Exchange(s):

All Exchanges

Excluded Provisions:

[Section 14.03 and Section 14.04(h)]9 of the Indenture.

7 For the Base Call Option Confirmation, this is equal to the

number of Convertible Notes in principal amount of $1,000 initially issued on the closing date for the Convertible Notes. For the Additional

Call Option Confirmation, this is equal to the number of additional Convertible Notes in principal amount of $1,000.

8 Insert the initial Conversion Rate for the Convertible Notes.

9 Insert cross references to sections of the Indenture addressing

“make-whole” adjustments to the Conversion Rate in connection with a make-whole fundamental change or a redemption and permitting

discretionary adjustments to the Conversion Rate by the Counterparty.

Procedures for Exercise.

Conversion Date:

With respect to any conversion of a Convertible Note, the date

on which the Holder (as such term is defined in the Indenture) of such Convertible Note satisfies all of the requirements for conversion

thereof as set forth in [Section 14.02(b)]10 of the Indenture.

Free Convertibility Date:

April 15, 2031

Expiration Time:

The Valuation Time

Expiration Date:

July 15, 2031, subject to earlier exercise.

Automatic Exercise:

Applicable Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options.

Notice of Exercise:

Notwithstanding anything to the contrary in the Equity Definitions or under

“Automatic Exercise” above, in order to exercise any Options, Counterparty must notify Dealer in writing before 5:00

p.m. (New York City time) on the Free Convertibility Date (the “Notice of Final Settlement Method”) specifying

(1) the Relevant Settlement Method for such Options and (2) if the Relevant Settlement Method is Combination Settlement, the

specified cash amount (the “Specified Cash Amount”) elected by Counterparty; provided that if Counterparty shall

not have so timely delivered the Notice of Final Settlement Method, then the Notice of Final Settlement Method shall be deemed to

have been delivered by Counterparty at 5:00 p.m. (New York City time) on the Free Convertibility Date specifying Net Share

Settlement as the Relevant Settlement Method.

Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, in respect of any election of a settlement method with respect to such Options that is not Net Share Settlement.

Valuation Time:

At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in its commercially reasonable discretion.

Market Disruption Event:

Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:

“‘Market Disruption Event’ means, in respect of a Share, (i) a failure by the primary United States national or regional securities exchange or market on which the Shares are listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. (New York City time) on any Scheduled Valid Day for the Shares 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 Shares or in any options contracts or futures contracts relating to the Shares.”

10 Insert cross reference to section of the Indenture detailing

the requirements for conversion.

Settlement Terms.

Settlement Method:

For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Final Settlement Method for such Option.

Relevant Settlement Method:

In respect of any Option, Net Share Settlement, Combination Settlement or Cash Settlement, as specified by Counterparty in the Notice of Final Settlement Method.

Net Share Settlement:

If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period. Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

Combination Settlement:

If Combination Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will pay or deliver, as the case may be, to Counterparty, on the relevant Settlement Date for each such Option:

(i)

cash (the “Combination Settlement Cash Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (A) an amount (the “Daily Combination Settlement Cash Amount”) equal to the lesser of (1) the product of (x) the Applicable Percentage and (y) the Specified Cash Amount minus USD 1,000 and (2) the Daily Option Value, divided by (B) the number of Valid Days in the Settlement Averaging Period; provided that if the calculation in clause (A) above results in zero or a negative number for any Valid Day, the Daily Combination Settlement Cash Amount for such Valid Day shall be deemed to be zero; and

(ii)

Shares (the “Combination Settlement Share Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of a number of Shares for such Valid Day (the “Daily Combination Settlement Share Amount”) equal to (A) (1) the Daily Option Value on such Valid Day minus the Daily Combination Settlement Cash Amount for such Valid Day, divided by (2) the Relevant Price on such Valid Day, divided by (B) the number of Valid Days in the Settlement Averaging Period; provided that if the calculation in sub-clause (A)(1) above results in zero or a negative number for any Valid Day, the Daily Combination Settlement Share Amount for such Valid Day shall be deemed to be zero.

Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Combination Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

Cash Settlement:

If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.

Daily Option Value:

For any Valid Day, an amount equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii) (A) the lesser of the Relevant Price on such Valid Day and the Cap Price, less (B) the Strike Price on such Valid Day; provided that if the calculation contained in clause (ii) above results in a negative number, the Daily Option Value for such Valid Day shall be deemed to be zero. In no event will the Daily Option Value be less than zero.

Valid Day:

A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other United States national or regional securities exchange on which the Shares are then listed or, if the Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares are then listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Valid Day” means a Business Day.

Scheduled Valid Day:

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

Business Day:

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.

Relevant Price:

On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page FRMI <equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid Day, as determined by the Calculation Agent in a good faith commercially reasonable manner using, if practicable, a volume-weighted average method). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

Settlement Averaging Period:

For any Option and regardless of the Settlement Method applicable to such Option, the 30 consecutive Valid Days commencing on, and including, the 31st Scheduled Valid Day immediately prior to the Expiration Date.

Settlement Date:

For any Option, the second Business Day immediately following the final Valid Day of the Settlement Averaging Period for such Option.

Settlement Currency:

USD

Other Applicable Provisions:

The provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Settled”. “Share Settled” in relation to any Option means that Net Share Settlement or Combination Settlement is applicable to that Option.

Representation and Agreement:

Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws (including, without limitation, Shares that are “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”))) and (ii) if Dealer is not, after using commercially reasonable efforts, able to deliver any Shares through the Clearance System, Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System.

3. Additional

Terms applicable to the Transaction.

Adjustments applicable to the Transaction:

Potential Adjustment Events:

Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment pursuant to the Indenture to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price”, “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the [third] sentence of the second paragraph of [Section 14.04(c)]11 of the Indenture or the [third] sentence of the second paragraph of [Section 14.04(d)]12 of the Indenture).

Method of Adjustment:

Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding adjustment to the adjustment under the Indenture to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction. Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:

(i)

if the Calculation Agent in good faith disagrees with any adjustment to the Convertible Notes that involves an exercise of discretion by Counterparty or its board of directors (including, without limitation, pursuant to [Section 14.05]13 of the Indenture, [Section 14.07]14 of the Indenture or any supplemental indenture entered into thereunder or the determination of the fair value of any securities, property, rights or other assets), then in each such case, the Calculation Agent will determine the adjustment to be made to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction in a commercially reasonable manner taking into account the methodology set forth in the relevant provisions of the Indenture; provided that, (i) in no event shall the Cap Price be less than the Strike Price and (ii) notwithstanding the foregoing, if any Potential Adjustment Event occurs during the Settlement Averaging Period but no adjustment was made to any Convertible Note under the Indenture because the relevant Holder (as such term is defined in the Indenture) was deemed to be a record owner of the underlying Shares on the related Conversion Date, then the Calculation Agent may, consistent with the methodology set forth in the Indenture as determined by it, make a commercially reasonable adjustment to the terms hereof in order to account for such Potential Adjustment Event.

11 Include cross-reference to section of the Indenture providing

for an adjustment to the Conversion Rate in connection with distributions of Distributed Property.

12 Include references to provisions of the Indenture providing

for pass through of cash or distributed property in lieu of conversion rate adjustments.

13 Include cross-reference to specific paragraph of the section

of the Indenture providing for adjustments where a Conversion Rate adjustment occurs during a period over which VWAP, conversion value,

settlement amount or closing price is calculated.

14 Include cross-reference to the section of the Indenture describing

consequences of Share Exchange Events.

(ii)

in connection with any Potential Adjustment Event as a result of an event or condition set forth in [Section 14.04(b)]15 of the Indenture or [Section 14.04(c)] of the Indenture where, in either case, the period for determining “Y” (as such term is used in [Section 14.04(b)] of the Indenture) or “SPO” (as such term is used in [Section 14.04(c)] of the Indenture), as the case may be, begins before Counterparty has publicly announced the event or condition giving rise to such Potential Adjustment Event, then the Calculation Agent shall, in good faith and in a commercially reasonable manner, have the right to adjust any variable relevant to the exercise, settlement or payment for the Transaction as appropriate to reflect the costs (including, but not limited to, hedging mismatches and market losses) and commercially reasonable out-of-pocket expenses incurred by Dealer in connection with its hedging activities, as a result of such event or condition not having been publicly announced prior to the beginning of such period; and

(iii)

if any Potential Adjustment Event is declared and (a) the event or condition giving rise to such Potential Adjustment Event is subsequently amended, modified, cancelled or abandoned, (b) the “Conversion Rate” (as defined in the Indenture) is otherwise not adjusted at the time or in the manner contemplated by the relevant Dilution Adjustment Provision based on such declaration or (c) the “Conversion Rate” (as defined in the Indenture) is adjusted as a result of such Potential Adjustment Event and subsequently re-adjusted (each of clauses (a), (b) and (c), a “Potential Adjustment Event Change”) then, in each case, the Calculation Agent shall, in good faith and in a commercially reasonable manner, have the right to adjust any variable relevant to the exercise, settlement or payment for the Transaction as appropriate to reflect the costs (including, but not limited to, hedging mismatches and market losses) and commercially reasonable out-of-pocket expenses incurred by Dealer in connection with its hedging activities.

Dilution Adjustment Provisions

[Sections 14.04(a), (b), (c), (d) and (e) and Section 14.05]16 of the Indenture.

15 Include cross-reference to section of the Indenture providing

for an adjustment to the Conversion Rate in connection with a below-market rights, options or warrants offering.

16 Include cross-reference to specific paragraph of the section

of the Indenture providing for adjustments where a Conversion Rate adjustment occurs during a period over which VWAP, conversion value,

settlement amount or closing price is calculated.

Extraordinary Events applicable to the Transaction:

Merger Events:

Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Share Exchange Event” in [Section 14.07(a)] of the Indenture.

Tender Offers:

Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender

Offer” means the occurrence of any event or condition set forth in [Section 14.04(e)]17 of the Indenture.

Consequences of Merger Events

and Tender Offers:

Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a

Merger Event or a Tender Offer, that is required under the terms of the Indenture to result in an adjustment to the terms of the

Convertible Notes, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding

adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger

Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment

for the Transaction, to the extent an analogous adjustment is required under [Section 14.07]18 of the Indenture in respect

of such Merger Event, as determined in good faith and in a commercially reasonable manner by the Calculation Agent by reference to

such Section, subject to the second paragraph under “Method of Adjustment”; provided that, such adjustment shall

be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided further that

if with respect to any Merger Event or any Tender Offer, (i) (A) the consideration for the Shares includes (or, at the option of

a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the

United States, any State thereof or the District of Columbia or (B) the Counterparty to the Transaction following such Merger Event

or Tender Offer will not be a corporation organized under the laws of the United States, any State thereof or the District of Columbia

or not be the Issuer, Dealer may elect in its commercially reasonable discretion that Cancellation and Payment shall apply. For

the avoidance of doubt, adjustments shall be made pursuant to the provisions set forth above regardless of whether any Merger Event

or Tender Offer results in a Conversion Date occurring prior to the Free Convertibility Date (any such conversion, an “Early

Conversion”).

17 Include cross-reference to specific paragraph of the section

of the Indenture providing for adjustments for issuer tender offers.

18 Include cross-reference to the section of the Indenture describing

consequences of Share Exchange Events.

Notice of Merger Consideration:

Upon the occurrence of a Merger Event, Counterparty shall reasonably promptly (but in any event prior to consummation of such Merger Event) notify the Calculation Agent of, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event.

Consequences of Announcement Events:

Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and (z) for the avoidance of doubt, the Calculation Agent shall determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, may adjust the Cap Price accordingly in a commercially reasonable manner provided that such adjustment may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to such Transaction) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date, any date of cancellation and/or any other date with respect to which the Announcement Event is cancelled, withdrawn, discontinued or otherwise terminated, as applicable, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and shall not be duplicative with any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement; provided that, in no event shall the Cap Price be less than the Strike Price. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.

Announcement Event:

(i)

The public announcement by (w) Issuer, any subsidiary, affiliate, agent or representative of Issuer, or any Valid Third-Party Entity (any such person or entity, a “Relevant Party”) of any transaction or event that is reasonably likely to be completed (as determined by the Calculation Agent which may take into account the effect of such announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event or Tender Offer, (x) any Relevant Party of any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration exceeds 40% of the market capitalization of Issuer as of the date of such announcement (an “Acquisition Transaction”), (y) any Relevant Party of the intention to enter into a Merger Event or Tender Offer or (z) any Relevant Party of the intention to enter into an Acquisition Transaction, (ii) the public announcement by Issuer or any subsidiary or affiliate of Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer or an Acquisition Transaction or (iii) any subsequent public announcement by a Relevant Party of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by such party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent in its commercially reasonable judgment. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” “Merger Event” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions; provided that (i) the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded and (ii) provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof.

Valid Third-Party Entity:

In respect of any potential transaction, any third party (or any subsidiary, affiliate, agent or representative of such third party) that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares).

Nationalization, Insolvency or Delisting:

Cancellation and Payment; provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Capital Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.

Additional Termination Event(s):

Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, the Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity Definitions, an Additional Termination Event (with the Transaction (or the cancelled or terminated portion thereof) being the Affected Transaction and Counterparty being the sole Affected Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transaction.

Determining Party:

For all applicable Extraordinary Events, Dealer; provided that, any determinations or calculations by the Determining Party or the Non-affected Party, as applicable, shall be made in good faith and in a commercially reasonable manner; provided further that, following any determination or calculation by such party hereunder, upon a written request by Counterparty, such party will, upon written notice from Counterparty, provide a statement displaying in reasonable detail the basis for such determination or calculation, as the case may be (including any quotations, market data or information from internal or external sources, and any assumptions used in making such determination or calculation, it being understood that such party shall not be obligated to disclose proprietary models or other information that may be proprietary or subject to contractual, legal or regulatory obligations to not disclose) and shall use commercially reasonable efforts to provide such written explanation within five (5) Exchange Business Days from the receipt of such request.

Additional Disruption Events:

Change in Law:

Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.

Failure to Deliver:

Applicable

Insolvency Filing:

Applicable

Hedging Disruption:

Applicable; provided that:

(i)

Section

12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in

the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section:

“For the avoidance of

doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk.

And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on

commercially reasonable pricing terms.”; and

(ii)

Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to

terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.

Increased Cost of Hedging:

Not Applicable

Hedging Party:

For all applicable Additional Disruption Events, Dealer.

Non-Reliance:

Applicable

Agreements and Acknowledgements Regarding Hedging Activities:

Applicable

Additional Acknowledgements:

Applicable

4. Calculation Agent.

Dealer, whose judgments, determinations and calculations shall be made in good faith and in a commercially reasonable manner; provided that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act as the Calculation Agent and the parties shall work in good faith to execute any appropriate documentation required by such replacement Calculation Agent. Following any determination or calculation by the Calculation Agent hereunder, upon a request by Counterparty, the Calculation Agent will, upon written notice from Counterparty, provide a statement (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such determination or calculation, as the case may be (including any quotations, market data or information from internal or external sources, and any assumptions used in making such determination or calculation, it being understood that the Calculation Agent shall not be required to disclose proprietary models or other information that may be proprietary or subject to contractual, legal or regulatory obligations to not disclose) and shall use commercially reasonable efforts to provide such written explanation within five (5) Exchange Business Days from the receipt of such request.

5. Account

Details.

(a) Account for payments to Counterparty:

To be provided.

Account for delivery of Shares to Counterparty:

To be provided.

(b) Account for payments to Dealer:

[Dealer to provide].19

Account for delivery of Shares from Dealer:

To be provided.

6. Offices.

(a) The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party.

(b) The Office of Dealer for the Transaction is: [ ]

7. Notices.

(a) Address for notices or communications to Counterparty:

620 S. Taylor Street,

Suite 301

Amarillo, TX 79101

(b) Address for notices or communications

to Dealer:20

[_________]

With a copy (which shall not constitute

notice):

Gibson, Dunn & Crutcher LLP

200 Park Avenue, New York, NY 10166-4683

8. Representations

and Warranties of Counterparty.

Counterparty hereby represents

and warrants to Dealer on the date hereof and on and as of the Premium Payment Date that:

(a) Counterparty is duly organized and validly existing under the laws of the jurisdiction of its organization

or incorporation and in good standing. Counterparty has all necessary corporate power and authority to execute, deliver and perform its

obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate

action on Counterparty’s part; and this Confirmation has been duly and validly executed and delivered by Counterparty and constitutes

its valid and binding obligation, enforceable against Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency,

fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject,

as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing

(regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution

hereunder may be limited by federal or state securities laws or public policy relating thereto.

19 Dealer to provide payment details.

20 Dealer to confirm notice details.

(b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations

of Counterparty hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents)

of Counterparty, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority

or agency, or any material agreement or instrument to which Counterparty or any of its subsidiaries is a party or by which Counterparty

or any of its subsidiaries is bound, or constitute a default under, or result in the creation of any lien under, any such agreement or

instrument.

court is required in connection with the execution, delivery or performance by Counterparty of this Confirmation, except such as have

been obtained or made and such as may be required under the Securities Act or state securities laws.

(d) Counterparty is not and, after consummation of the transactions contemplated hereby, will not be required

to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(e) Without limiting the generality of Section 3(a)(iii) of the Agreement, the Transaction will not violate

Rule 13e-1 or Rule 13e-4 under the Exchange Act.

(f) On or prior to the Trade Date, Counterparty shall deliver to Dealer a resolution of Counterparty’s

board of directors authorizing the Transaction and approving the Transaction and any related hedging activity.

(g) Counterparty is an “eligible contract participant” (as such term is defined in Section 1a(18)

of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the

Commodity Exchange Act).

(h) Counterparty is not, on the date hereof, in possession of any material non-public information with respect

to Counterparty or the Shares.

(i) To Counterparty’s actual knowledge, no state or local (including any non-U.S. jurisdiction’s)

law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement

(including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates

owning or holding (however defined) Shares, in each case, other than U.S. federal securities laws generally applicable to transactions

relating to common equity securities of U.S. domestic issuers listed on the Exchange; provided that Counterparty makes no representation

or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its

affiliates solely as a result of it or any of such affiliates being financial institutions or broker-dealers.

(j) As of immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets

of Counterparty is greater than the sum of the total liabilities (including contingent liabilities) and the capital of Counterparty as

they mature and become absolute, (B) the capital of Counterparty is adequate to conduct the business of Counterparty as described in the

Offering Memorandum, (C) Counterparty has the ability to pay its debts and obligations as such debts mature and does not intend to, and

does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Counterparty will be able to continue as

a going concern; (E) Counterparty is not, and will not be, “insolvent” (as such term is defined under Section 101(32) of the

U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and (F) Counterparty would be able

to purchase the Number of Shares with respect to the Transaction in compliance with the laws of the jurisdiction of Counterparty’s

incorporation.

(k) On the Trade Date, neither Counterparty nor any “affiliate” or “affiliated purchaser”

(each as defined in Rule 10b-18 of the Exchange Act) shall directly or indirectly (including, without limitation, by means of any cash-settled

or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence

any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership

or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer.

(l) Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that

neither Dealer nor any of its affiliates is making any representations or warranties or taking any position or expressing any view with

respect to the treatment of the Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic

815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives

and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements).

(m) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard

to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating

the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and

9. Other

Provisions.

(a) Opinions. Counterparty shall deliver to Dealer

an opinion of counsel, dated as of the Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (d) of this

Confirmation; provided that any such opinion of counsel may contain customary exceptions and qualifications including, without limitation,

exceptions and qualifications relating to indemnification provisions. Delivery of such opinion to Dealer shall be a condition precedent

for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

(b) Repurchase Notices.

Counterparty shall, at least one Scheduled Trading Day prior to any day on which Counterparty

intends to effect any repurchase of Shares, promptly give Dealer a written notice of such

repurchase (a “Repurchase Notice”) on such day if following such repurchase,

the Notice Percentage would reasonably be expected to be (i) greater than [ ]21%

and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding

Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the

Notice Percentage as of the date hereof) provided that Counterparty may provide Dealer

advance notice on or prior to any such day, which may include the maximum number of Shares

that may be repurchased under a repurchase program entered into in reliance or Rule 10b5-1(c)

and the approximate period in which such purchases may occur, to the extent it expects that

repurchases effected on such day may result in an obligation to deliver a Repurchase Notice

(and in such case, any such advance notice shall be deemed a Repurchase Notice to the maximum

extent of repurchases set forth in such advance notice as if Counterparty had executed such

repurchases). For the avoidance of doubt, any “net settlement” of equity by the

Counterparty for the benefit of service providers to the Counterparty for the purpose of

paying withholding taxes shall not be deemed to be a repurchase of Shares. The “Notice

Percentage” as of any day is the fraction, expressed as a percentage, the numerator

of which is the Number of Shares plus the number of Shares underlying any other convertible

bond hedge transactions or similar call options sold by Dealer to Counterparty and the denominator

of which is the number of Shares outstanding on such day. Counterparty agrees to indemnify

and hold harmless Dealer and its affiliates and their respective officers, directors, employees,

affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”)

from and against any and all losses (including losses relating to Dealer’s commercially

reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a

Section 16 “insider”, including without limitation, any forbearance from hedging

activities or cessation of hedging activities and any losses in connection therewith with

respect to the Transaction), claims, damages, judgments, liabilities and reasonable documented

out of pocket expenses (including reasonable attorney’s fees), joint or several, which

an Indemnified Person may become subject to, in each case, as a result of Counterparty’s

failure to provide Dealer with a Repurchase Notice on the day and in the manner specified

in this paragraph, and to reimburse each of such Indemnified Persons for any reasonable documented

out of pocket legal or other reasonable expenses incurred in connection with investigating,

preparing for, providing testimony or other evidence in connection with or defending any

of the foregoing. If any suit, action, proceeding (including any governmental or regulatory

investigation), claim or demand shall be brought or asserted against the Indemnified Person

as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in

accordance with this paragraph, such Indemnified Person shall promptly notify Counterparty

in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel

reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and

any others Counterparty may designate in such proceeding and shall pay the reasonable fees

and reasonable expenses of such counsel related to such proceeding. Counterparty shall not

have liability for any settlement of any such proceeding contemplated by this paragraph that

is effected without its written consent (not to be unreasonably withheld), but if settled

with such consent or if there be a final judgment for the plaintiff, Counterparty agrees

to indemnify any Indemnified Person from and against any loss or liability by reason of such

settlement or judgment. Counterparty shall not, without the prior written consent of the

Indemnified Person, effect any settlement of any such proceeding that is pending or threatened

in respect of which any Indemnified Person is or could have been a party and indemnity could

have been sought hereunder by such Indemnified Person, unless such settlement includes an

unconditional release of such Indemnified Person from all liability on claims that are the

subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person.

If the indemnification provided for in this paragraph is unavailable to an Indemnified Person

or insufficient in respect of any losses, claims, damages or liabilities referred to therein,

then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder,

shall contribute to the amount paid or payable by such Indemnified Person as a result of

such losses, claims, damages or liabilities. The remedies provided for in this paragraph

(b) are not exclusive and shall not limit any rights or remedies which may otherwise be available

to any Indemnified Person at law or in equity. Counterparty will not be liable under this

indemnity provision to the extent any loss, claim, damage, liability or expense is found

in a final and non-appealable judgment by a court of competent jurisdiction to have resulted

from Dealer’s gross negligence or willful misconduct. The indemnity and contribution

agreements contained in this paragraph shall remain operative and in full force and effect

regardless of the termination of the Transaction.

21 To be the Notice Percentage (including the shoe) plus 0.5%.

To be based on Dealer with highest Applicable Percentage.

the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, are not, and shall not be, subject to

a “restricted period,” as such term is defined in Regulation M under the Exchange Act (“Regulation M”),

and (B) Counterparty is not engaged in any “distribution,” as such term is defined in Regulation M, other than a distribution

meeting the requirements of the exceptions set forth in Rule 101(b)(10) and Rule 102(b)(7) or Rule 102(c)(1)(i) of Regulation M. Counterparty

shall not, until the second Exchange Business Day immediately following the Trade Date, engage in any such distribution.

(d) No Manipulation. Counterparty is not entering

into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for

the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable

for the Shares) or otherwise in violation of the Exchange Act.

(e) Transfer or Assignment.

(i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect

to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such

transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions:

(A) With respect to any Transfer Options, Counterparty or the Issuer, as applicable, shall not be released

from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(o) or 9(u) of this Confirmation;

(B) Any Transfer Options shall only be transferred or assigned to a third party that is a “United States

person” (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”));

third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that,

in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any

documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as

are requested and reasonably satisfactory to Dealer;

(D) Dealer will not, as a result of such transfer or assignment, be required to pay the transferee on any

payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to

Counterparty in the absence of such transfer and assignment (except to the extent that such greater amount is due to a Change in Tax Law

after the date of such transfer or assignment), and Dealer will not, as a result of such transfer or assignment, receive from the transferee

or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Dealer would have

received from Counterparty in the absence of such transfer or assignment (except to the extent that such lesser amount is due to a Change

in Tax Law after the date of such transfer or assignment);

(E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such

transfer and assignment;

(F) Without limiting the generality of clause (B), Counterparty shall cause the transferee to provide a complete

and duly executed United States Internal Revenue Service Form W-9 (or successor form) and make such Payee Tax Representations as may be

reasonably requested by Dealer to permit Dealer to determine that results described in clause (D) will not occur upon or after such transfer

and assignment; and

(G) Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel

fees, incurred by Dealer in connection with such transfer or assignment.

(ii) Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or

obligations under the Transaction (A) to any affiliate or branch of Dealer whose obligations hereunder will be guaranteed, pursuant to

the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer [or Dealer Parent], or (B) to

any other wholly owned direct or indirect subsidiary or branch of [Dealer][Dealer Parent] with a long-term issuer rating equal to or better

than the greater of (1) the credit rating of Dealer at the time of the transfer and (2) AA- by Standard and Poor’s Rating Group,

Inc. or its successor (“S&P”), or A3 by Moody’s Investor Service, Inc. (“Moody’s”)

or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency

mutually agreed by Counterparty and Dealer; provided that, under the applicable law effective on the date of such assignment, (1) Counterparty

will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under

Section 2(d)(i)(4) of the Agreement greater than the amount that Counterparty would have been required to pay to Dealer in the absence

of such transfer or assignment (except to the extent that such greater amount is due to a Change in Tax Law after the date of such transfer

or assignment); (2) Counterparty will not, as a result of such transfer or assignment, receive from the transferee or assignee on any

payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Counterparty would have received from

Dealer in the absence of such transfer or assignment (except to the extent that such lesser amount is due to a Change in Tax Law after

the date of such transfer or assignment); and (3) Dealer shall cause the transferee or assignee to make such Payee Tax Representations

and to provide such tax documentation as may reasonably be requested by Counterparty to determine that the results described in clauses

(1) and (2) above will not occur upon or after such transfer and assignment. If at any time at which (A) the Section 16 Percentage exceeds

8.0% or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A) or (B),

an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer

or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable

to Dealer such that no Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date

with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination

no Excess Ownership Position exists (after taking into account commercially reasonable adjustments to Dealer’s Hedge Positions from

such partial termination). In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction,

a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a

Transaction having terms identical to the Transaction and a Number of Options equal to the number of Options underlying the Terminated

Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the

sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(m) shall apply to any amount that is payable by

Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). The “Section 16 Percentage”

as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of voting Shares that Dealer and any

of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under

Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or

may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day

(or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder

results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The

“Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated

with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order

or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable

Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant

definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable

Share Limit” means a number of Shares equal to (A) the minimum number of Shares that would give rise to reporting or registration

obligations (except for any filing requirements on Form 13F, Schedule 13D or Schedule 13G under the Exchange Act, in each case, as in

effect on the Trade Date) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or

would result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion,

minus (B) 1% of the number of Shares outstanding.

(iii) Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer

to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Counterparty,

Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or to make or receive

such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume

such obligations. Dealer shall be discharged of its obligations to Counterparty solely to the extent of any such performance.

(f) Staggered Settlement. If upon advice of counsel

with respect to applicable legal and regulatory requirements, including any requirements relating to Dealer’s hedging activities

hereunder, Dealer reasonably determines that it would not be practicable or advisable to deliver, or to acquire Shares to deliver, any

or all of the Shares to be delivered by Dealer on any Settlement Date for the Transaction, Dealer may, by notice to Counterparty on or

prior to any Settlement Date (a “Nominal Settlement Date”), elect to deliver the Shares on two or more dates (each,

a “Staggered Settlement Date”) as follows:

(i) in such notice, Dealer will specify to Counterparty the related Staggered Settlement Dates (each of which

will be on or prior to such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement Date;

(ii) the aggregate number of Shares that Dealer will deliver to Counterparty hereunder on all such Staggered

Settlement Dates will equal the number of Shares that Dealer would otherwise be required to deliver on such Nominal Settlement Date; and

(iii) if the Net Share Settlement terms or the Combination Settlement terms set forth above were to apply on

the Nominal Settlement Date, then the Net Share Settlement terms or the Combination Settlement terms, as the case may be, will apply on

each Staggered Settlement Date, except that the Shares otherwise deliverable on such Nominal Settlement Date will be allocated among such

Staggered Settlement Dates as specified by Dealer in the notice referred to in clause (i) above.

(g) Securities Act. Each of Dealer and Counterparty acknowledges

that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act, by virtue of Section

4(a)(2) thereof. Accordingly, Counterparty represents and warrants to Dealer that (i) it has the financial ability to bear the economic

risk of its investment in the Transaction and is able to bear a total loss of its investment and its investments in and liabilities in

respect of the Transaction, which it understands are not readily marketable, are not disproportionate to its net worth, and it is able

to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction, (ii) it is an “accredited

investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction

for its own account and without a view to the distribution or resale thereof, (iv) the assignment, transfer or other disposition of the

Transaction has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities

Act and state securities laws, and (v) its financial condition is such that it has no need for liquidity with respect to its investment

in the Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness

and is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands

and accepts, the terms, conditions and risks of the Transaction.

(h) [Risk Disclosure Statement. Counterparty represents and warrants

that it has received, read and understands the OTC Options Risk Disclosure Statement provided by Dealer and a copy of the most recent

disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options”.

(i) Conduct Rules. Each party acknowledges and agrees

to be bound by the Conduct Rules of the Financial Industry Regulatory Authority, Inc. applicable to transactions in options, and further

agrees not to violate the position and exercise limits set forth therein.]22

22 To include for relevant Dealers.

(j) Additional Termination Events.

(i) Within fifteen (15) Scheduled Trading Days

promptly following any Repayment Event (as defined below), Counterparty may notify Dealer

of such Repayment Event and the aggregate principal amount of Convertible Notes subject to

such Repayment Event or the portion of such aggregate principal amount that Counterparty

elects to be subject to such Repayment Event) (any such notice, a “Repayment Notice”).

Any Repayment Notice shall contain a written representation by Counterparty to Dealer that

Counterparty is not, on the date of such Repayment Notice, in possession of any material

non-public information with respect to Counterparty or the Shares. The receipt by Dealer

from Counterparty of any Repayment Notice shall constitute an Additional Termination Event

as provided in this Section 9(j)(i). Upon receipt of any such Repayment Notice, Dealer shall

as soon as reasonably practicable designate an Exchange Business Day following receipt of

such Repayment Notice as an Early Termination Date with respect to the portion of the Transaction

corresponding to a number of Options (the “Repayment Options”) equal to

the lesser of (A) the aggregate principal amount of such Convertible Notes specified in such

Repayment Notice, divided by USD 1,000, [minus the number of “Repayment Options”

(as defined in the letter confirmation for base call option transactions dated [ ], 2026

between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”)

relate to such Convertible Note (and for purposes of determining whether any Options under

this Confirmation or under the Base Call Option Transaction Confirmation will be among the

Repayment Options hereunder or under, and as defined in, the Base Call Option Transaction

Confirmation, the Convertible Notes specified in such Repayment Notice shall be allocated

first to the Base Call Option Transaction Confirmation until all Options thereunder are exercised

or terminated)]23 and (B) the Number of Options as of the date Dealer designates

such Early Termination Date and, as of such date, the Number of Options shall be reduced

by the number of Repayment Options. Any payment hereunder with respect to such termination

(the “Repayment Unwind Payment”) shall be calculated pursuant to Section

6 of the Agreement as if (1) an Early Termination Date had been designated in respect of

a Transaction having terms identical to the Transaction and a Number of Options equal to

the number of Repayment Options, (2) Counterparty were the sole Affected Party with respect

to such Additional Termination Event and (3) the terminated portion of the Transaction were

the sole Affected Transaction. “Repayment Event” means that (i) any Convertible

Notes are repurchased or redeemed (whether pursuant to [Section 15.02]24 of the

Indenture, pursuant to [Section 16.01]25 of the Indenture or for any other reason)

by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty

or any of its subsidiaries in exchange for delivery of any property or assets of such party

(howsoever described), (iii) any principal of any of the Convertible Notes is repaid prior

to the final maturity date of the Convertible Notes, or (iv) any Convertible Notes are exchanged

by or for the benefit of the Holders (as such term is defined in the Indenture) thereof for

any other securities of Counterparty or any of its subsidiaries (or any other property, or

any combination thereof) pursuant to any exchange offer or similar transaction. For the avoidance

of doubt, any conversion of Convertible Notes pursuant to the terms of the Indenture shall

not constitute a Repayment Event.

(ii) Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of

which a Notice of Conversion (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the

relevant converting Holder (as such term is defined in the Indenture):

(A) Counterparty may, within fifteen (15) Scheduled Trading Days of the Conversion Date for such Early Conversion,

provide written notice (an “Early Conversion Notice”) to Dealer (which Early Conversion Notice shall contain a written

representation by Counterparty to Dealer that Counterparty is not, on the date of such Early Conversion Notice, in possession of any material

non-public information with respect to Counterparty or the Shares) specifying the number of Convertible Notes surrendered for conversion

on such Conversion Date or the portion of such aggregate principal amount that Counterparty elects to be subject to such Early Conversion

Notice (such Convertible Notes, the “Affected Convertible Notes”), and the giving of such Early Conversion Notice shall

constitute an Additional Termination Event as provided in this clause (ii);

23 Include for additional capped call.

24 Include cross-reference to section of the Indenture providing

for repurchase upon a Fundamental Change.

25 Include cross-reference to section of the Indenture providing

for redemption.

(B) upon receipt of any such Early Conversion

Notice, Dealer shall as soon as reasonably practicable designate an Exchange Business Day

as an Early Termination Date (which Exchange Business Day shall be no earlier than one Scheduled

Trading Day following the Conversion Date for such Early Conversion) with respect to the

portion of the Transaction corresponding to a number of Options (the “Affected Number

of Options”) equal to the lesser of (x) the number of Affected Convertible Notes

[minus the “Affected Number of Options” (as defined in the Base Call Option

Confirmation), if any, that relate to such Affected Convertible Notes]26 and (y)

the Number of Options as of the Conversion Date for such Early Conversion; provided that

settlement with respect to any such Early Termination Date shall occur on or as promptly

as commercially reasonably practicable after the date of payment of the amount of cash (if

any) and/or delivery of the number of Shares (if any) upon settlement of the conversion of

the relevant Affected Convertible Notes;

Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction

and a Number of Options equal to the Affected Number of Options, (y) Counterparty were the sole Affected Party with respect to such Additional

Termination Event and (z) the terminated portion of the Transaction were the sole Affected Transaction;

(D) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction

pursuant to Section 6 of the Agreement, the Calculation Agent shall assume that (x) the relevant Early Conversion and any conversions,

adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no

adjustments to the Conversion Rate (as such term is defined in the Indenture) have occurred pursuant to any Excluded Provision and (z)

the corresponding Convertible Notes remain outstanding; and

(E) the Transaction shall remain in full force and effect, except that, as of the Conversion Date for such

Early Conversion, the Number of Options shall be reduced by the Affected Number of Options.

(k) Amendments to Equity Definitions.

(i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended and restated as follows: “any other

corporate event involving the Issuer that in the commercially reasonable judgment of the Calculation Agent has a material economic effect

on the theoretical value of the Shares or the Options; provided that such corporate event involving the Issuer is not based on (a) an

observable market, other than the market for Counterparty’s own stock or (b) an observable index, other than an index calculated

and measured solely by reference to Counterparty’s own operations.” .

26 include only in the Additional Call Option Confirmation

(ii) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof

the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the

end of subsection (B) thereof and inserting the following words therefor “or (C) the occurrence of any of the events specified in

Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer.”

(iii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may

elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty”

in the first sentence of such section.

(iv) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided

that, notwithstanding this Section 11.2(e)(v), the parties hereto agree that, with respect to the Transaction, the following

repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of

Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions

that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase

the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during

the term of the Transaction pursuant to all transactions described in this proviso would not exceed 20% of the number of Shares outstanding

as of the Trade Date, as determined by the Calculation Agent” at the end of such Section.

(l) No Netting or

Set-off. The provisions of Section 2(c) of the Agreement shall not apply to the Transaction. Each party waives any and all rights

it may have to set-off delivery or payment obligations it owes to the other party under the Transaction against any delivery or payment

obligations owed to it by the other party under any other agreement between the parties hereto, by operation of law or otherwise.

(m) Alternative Calculations and Payment on Early Termination

and on Certain Extraordinary Events. If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination

Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence

of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid

to all holders of Shares consists solely of cash, (ii) an Announcement Event, Merger Event or Tender Offer that is within Counterparty’s

control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the

Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement

or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside

Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any

Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then

Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable

telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on

the date of the Announcement Event, Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or

Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall

not apply, (b) Counterparty remakes the representation set forth in Section 8(h) as of the date of such election and (c) Dealer agrees,

in its sole, commercially reasonable discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the

Equity Definitions, or the provisions of Section 6(d)(ii) and Section 6(e) of the Agreement, as the case may be, shall apply.

Share Termination Alternative:

If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment.

Share Termination Delivery Property:

A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

Share Termination Unit Price:

The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified to Dealer by the Calculation Agent at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider a variety of factors, including the market price of the Share Termination Delivery Units and/or the purchase price paid in connection with the commercially reasonable purchase of Share Termination Delivery Property.

Share Termination Delivery Unit:

One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received per Share by holders of all or substantially all Shares (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent.

Failure to Deliver:

Applicable

Other Applicable Provisions:

If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”. “Share Termination Settled” in relation to the Transaction means that the Share Termination Alternative is applicable to the Transaction.

(n) Waiver of Jury Trial. Each party waives, to the

fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating

to the Transaction. Each party (i) certifies that no representative, agent or attorney of either party has represented, expressly or

otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and

(ii) acknowledges that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things,

the mutual waivers and certifications provided herein.

(o) Registration. Counterparty hereby agrees that

if, in the good faith reasonable judgment of Dealer, based on the advice of counsel, the Shares (the “Hedge Shares”)

acquired by Dealer for the purpose of effecting a commercially reasonable hedge of its obligations pursuant to the Transaction cannot

be sold in the U.S. public market by Dealer without registration under the Securities Act, Counterparty shall, at its election: (i) in

order to allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective registration statement

under the Securities Act and (A) enter into an agreement, in form and substance reasonably satisfactory to Dealer, substantially in the

form of an underwriting agreement customary for a registered offering, (B) provide accountant’s “comfort” letters in

customary form for registered offerings of equity securities, (C) provide disclosure opinions of nationally recognized outside counsel

to Counterparty reasonably acceptable to Dealer, (D) provide other customary opinions, certificates and closing documents customary in

form for registered offerings of equity securities and (E) afford Dealer a reasonable opportunity to conduct a “due diligence”

investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities (in all cases of (A)-(E)

above, as would be usual and customary for offerings for companies of similar size and in a similar industry); provided that, if Counterparty

elects clause (i) above but the items referred to therein are not completed in a timely manner, or if Dealer, in its sole reasonable

discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures

and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this paragraph shall apply at the

election of Counterparty; (ii) in order to allow Dealer to sell the Hedge Shares in a private placement, enter into a private placement

agreement substantially similar to private placement purchase agreements customary for private placements of equity securities of issuers

of similar size and in a similar industry, in form and substance reasonably satisfactory to Dealer, including using reasonable efforts

to include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer,

due diligence rights (for Dealer or any designated buyer of the Hedge Shares from Dealer), and reasonable best efforts obligations to

provide opinions and certificates and such other documentation as is customary for private placements agreements for transactions of

similar size and type, as is commercially reasonably acceptable to Dealer (in which case, the Calculation Agent shall make any adjustments

to the terms of the Transaction that are necessary, in its reasonable judgment, to compensate Dealer for any discount from the public

market price of the Shares incurred on the sale of Hedge Shares in a private placement of similar size, provided that no “comfort

letter” or accountants’ consent shall be required to be delivered in connection with any private placement, and for the avoidance

of doubt, the Delivery Obligation shall be calculated on the basis of such adjustments by the Calculation Agent); or (iii) purchase the

Hedge Shares from Dealer at the then-current market price on such Exchange Business Days, and in the amounts requested by Dealer.

(p) Tax Disclosure. Effective from the date of commencement

of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any

and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind

(including opinions or other tax analyses) that are provided to Counterparty relating to such tax treatment and tax structure.

(q) Right to Extend. The Calculation Agent may postpone

or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment

or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in the case of clause (i),

in its discretion or, in the case of clause (ii), based on advice of counsel, that such action is reasonably necessary or appropriate

(i) to preserve commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only

if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at

such time as of the Trade Date) or (ii) to enable a dealer to effect purchases of Shares in connection with its hedging, hedge unwind

or settlement activity hereunder in a manner that would, if such dealer were Counterparty or an affiliated purchaser of Counterparty,

be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable

to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar

situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or

delivery may be postponed or added more than 90 Valid Days after the original Valid Day or other date of valuation, payment or delivery,

as the case may be.

(r) [Reserved.]

(s) Status of Claims in Bankruptcy. Dealer acknowledges

and agrees that this Confirmation is not intended to convey to Dealer rights against Counterparty with respect to the Transaction that

are senior to the claims of common stockholders of Counterparty in any United States bankruptcy proceedings of Counterparty; provided

that nothing herein shall limit or shall be deemed to limit Dealer’s right to pursue remedies in the event of a breach by Counterparty

of its obligations and agreements with respect to the Transaction; provided, further, that nothing herein shall limit or shall be deemed

to limit Dealer’s rights in respect of any transactions other than the Transaction.

(t) Securities Contract- Swap Agreement.

The parties hereto intend for (i) the Transaction to be a “securities contract” and a “swap agreement” as defined

in the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6),

362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s right to liquidate the Transaction and to exercise

any other remedies upon the occurrence of any Event of Default under the Agreement with respect to the other party to constitute a “contractual

right” as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder

to constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy

Code.

(u) Notice of Certain Other Events. Counterparty covenants

and agrees that:

(i) promptly following the public announcement of the results of any election by the holders of Shares with

respect to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of (x) the weighted

average of the types and amounts of consideration that holders of Shares have elected to receive upon consummation of such Merger Event

or (y) if no holders of Shares affirmatively make such election, the types and amounts of consideration actually received by holders of

Shares (the date of such notification, the “Consideration Notification Date”); provided that in no event shall the

Consideration Notification Date be later than the date on which such Merger Event is consummated; and

(ii) promptly following any adjustment to the Convertible Notes in connection with any Potential Adjustment

Event, Merger Event or Tender Offer (or, if the Convertible Notes are no longer outstanding, any such Potential Adjustment Event, Merger

Event or Tender Offer that would have resulted in an adjustment to the Convertible Notes, if the Convertible Notes were outstanding),

Counterparty shall give Dealer written notice of the details of such adjustment (or such adjustment that would have occurred if the Convertible

Notes were outstanding, as the case may be).

(v) Wall Street Transparency

and Accountability Act. In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”),

the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an

amendment made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate,

modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality,

increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement

(including, but not limited to, rights arising from Change in Law, Hedging Disruption, an Excess Ownership Position, or Illegality (as

defined in the Agreement)).

(w) Agreements and Acknowledgements Regarding Hedging.

Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates

may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities

in order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market

for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its own determination

as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in

a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices; and (D) any market activities

of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices,

each in a manner that may be adverse to Counterparty.

(x) Early Unwind.

In the event the sale of the [“Base Securities”]27 [“Option

Securities”]28 (as defined in the Purchase Agreement dated as of [ ], 2026,

between Counterparty and Cantor Fitzgerald & Co., as representative of the Initial Purchasers

party thereto (the “Initial Purchasers”)), is not consummated with the

Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of

counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time)

on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium

Payment Date or such later date, the “Early Unwind Date”), the Transaction

shall automatically terminate (the “Early Unwind”) on the Early Unwind

Date and (i) the Transaction and all of the respective rights and obligations of Dealer and

Counterparty under the Transaction shall be cancelled and terminated and (ii) each party

shall be released and discharged by the other party from and agrees not to make any claim

against the other party with respect to any obligations or liabilities of the other party

arising out of and to be performed in connection with the Transaction either prior to or

after the Early Unwind Date. Each of Dealer and Counterparty represents and acknowledges

to the other that, upon an Early Unwind, all obligations with respect to the Transaction

shall be deemed fully and finally discharged.

(y) Payment by Counterparty. In the event that, following

payment of the Premium, (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination

Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result,

Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to

Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount

shall be deemed to be zero.

27 Insert only for the Base Call Option Confirmation

28 Insert only for the Additional Call Option Confirmation

(z) Hedging Adjustments. For the avoidance of doubt,

whenever the Calculation Agent, Hedging Party, Determining Party or Dealer is required or permitted to make a calculation, adjustment

or determination pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event (other

than an adjustment to be made by reference to the Indenture), the Calculation Agent, Hedging Party, Determining Party or Dealer shall

make such calculation, adjustment, or determination by reference to the effect of such event on Dealer (taking into account, among other

factors, Dealer’s hedge position), assuming that such Dealer maintains a commercially reasonable hedge position.

(aa) Other Adjustments Pursuant to the Equity Definitions.

Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential

Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term

in the Equity Definitions (as amended by Section 9(k)(i)), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer

Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity

Definitions, the Calculation Agent shall, in good faith and in a commercially reasonable manner, determine whether such occurrence or

declaration, as applicable, has had a material economic effect on the Transaction and, if so, shall adjust the Cap Price as the Calculation

Agent determines appropriate to account for the economic effect on the Transaction of such occurrence or declaration, as applicable,

such adjustment to be without duplication of any other adjustment hereunder or under the Agreement or the Equity Definitions in respect

of such event; provided that in no event shall the Cap Price be less than the Strike Price.

(bb) FATCA and Dividend Equivalent Tax. “Tax”

as used in Section 9(cc) below (Payer Tax Representations) and “Indemnifiable Tax” as defined in Section 14 of the

Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the Code,

any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the

Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in

connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of

doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section

2(d) of the Agreement. The parties agree that the definitions and provisions contained in the Attachment to the ISDA 2015 Section 871(m)

Protocol, as published by ISDA (the “871(m) Protocol”), are incorporated into and apply to the Agreement as if set

forth in full therein. For the avoidance of doubt, any such tax imposed under Section 871(m) of the Code is a Tax the deduction or withholding

of which is required by applicable law for the purposes of Section 2(d) of the Agreement.

(cc) Part 2(a) of the ISDA Schedule – Payer Tax Representations.

(i) Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer and

Counterparty makes the following representation:

It is not required

by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make

any deduction or withholding for or on account of any Tax from any payment (other than any amounts treated as interest) to be made by

it to the other party under the Agreement. In making this representation, it may rely on (i) the accuracy of any representations made

by the other party pursuant to Section 3(f) of the Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)

of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii)

of the Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that

it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form

or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.

(dd) Part 2(b) of the ISDA Schedule – Payee Tax Representations.

(i) For the purpose of Section 3(f) of the Agreement, Counterparty makes the following representations to

Dealer:

Counterparty is a corporation for U.S.

federal income tax purposes and is a “U.S. person” (as that term is used in Section 1.1441-4(a)(3)(ii) of the United States

Treasury Regulations).

(ii) For the purpose of Section 3(f) of the Agreement, Dealer makes the following representations to Counterparty:

[Dealer to provide]29

(ee) Part 3(g) of the ISDA Schedule

– Tax Forms.

Party Required to Deliver Form/Document/Certificate Document

Date by which to be Delivered

Counterparty

A complete and duly executed United States Internal Revenue Service Form W-9 (or successor form).

(i) Upon execution and delivery of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such Form previously provided by Counterparty has become obsolete or incorrect.

Dealer

A complete and duly executed United States Internal Revenue Service [Form W-9][Form W-8[insert applicable series]] (or successor form).

(i) Upon execution and delivery of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such Form previously provided by Dealer has become obsolete or incorrect.

29 Dealer to provide Payee Representations. If Dealer provides

an IRS Form W-8BEN-E, Dealer to provide a standard tax treaty representation. If Dealer provides an IRS Form W-8IMY, Dealer to provide

a withholding statement with the sole beneficial owner of payments hereunder as a U.S. person.

(ff) [QFC Stay Rules.

The parties agree that (i) to the extent that prior to the date hereof both parties have

adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”),

the terms of the Protocol are incorporated into and form a part of this Confirmation, and

for such purposes this Confirmation shall be deemed a Protocol Covered Agreement, and each

party shall be deemed to have the same status as Regulated Entity and/or Adhering Party as

applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the

parties have executed a separate agreement the effect of which is to amend the qualified

financial contracts between them to conform with the requirements of the QFC Stay Rules (the

“Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated

into and form a part of this Confirmation and each party shall be deemed to have the status

of “Covered Entity” or “Counterparty Entity” (or other similar term)

as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii)

do not apply, the terms of Section 1 and Section 2 and the related defined terms (together,

the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length

Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November

2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org

and a copy of which is available upon request), the effect of which is to amend the qualified

financial contracts between the parties thereto to conform with the requirements of the QFC

Stay Rules, are hereby incorporated into and form a part of this Confirmation, and for such

purposes this Confirmation shall be deemed a “Covered Agreement,” Dealer shall

be deemed a “Covered Entity” and Counterparty shall be deemed a “Counterparty

Entity.” In the event that, after the date of this Confirmation, both parties hereto

become adhering parties to the Protocol, the terms of the Protocol will replace the terms

of this paragraph. In the event of any inconsistencies between this Confirmation and the

terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC

Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this

paragraph without definition shall have the meanings assigned to them under the QFC Stay

Rules. For purposes of this paragraph, references to “this Confirmation” include

any related credit enhancements entered into between the parties or provided by one to the

other. “QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81-8,

12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an

express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit

Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall

Street Reform and Consumer Protection Act and the override of default rights related directly

or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions

on the transfer of any covered affiliate credit enhancements.]30

(gg) Counterparts. This Confirmation may be executed

in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act

of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., DocuSign and AdobeSign

(any such signature, an “Electronic Signature”)) or other transmission method and any counterpart so delivered shall be deemed

to have been duly and validly delivered and be valid and effective for all purposes. The words “execution,” “signed,”

“signature” and words of like import in this Confirmation or in any other certificate, agreement or document related to this

Confirmation shall include any Electronic Signature, except to the extent electronic notices are expressly prohibited under this Confirmation

or the Agreement.

(hh) Governing Law: Jurisdiction: Waiver of Jury.

(a) THE

AGREEMENT, THIS CONFIRMATION AND ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT AND THIS CONFIRMATION SHALL BE GOVERNED BY, AND

CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE, OTHER THAN

TITLE 14 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

30 To modify as necessary for each Dealer.

(ii) CARES Act. Counterparty acknowledges that the

Transaction may constitute a purchase of its equity securities or a capital distribution. Counterparty further acknowledges that, pursuant

to the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Counterparty will

be required to agree to certain time-bound restrictions on its ability to purchase its equity securities or make capital distributions

if it receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under section 4003(b) of the CARES Act.

Counterparty further acknowledges that it may be required to agree to certain time-bound restrictions on its ability to purchase its

equity securities or make capital distributions if it receives loans, loan guarantees or direct loans (as that term is defined in the

CARES Act) under programs or facilities established by the Board of Governors of the Federal Reserve System or the U.S. Department of

Treasury for the purpose of providing liquidity to the financial system, and may be required to agree to similar restrictions under programs

or facilities established in the future. Accordingly, Counterparty represents and warrants that neither it nor any of its subsidiaries

has applied for, and throughout the term of the Transaction shall not apply, for a loan, loan guarantee, direct loan (as that term is

defined in the CARES Act) or other investment, or to receive any financial assistance or relief (howsoever defined) under any program

or facility that (a) is established under applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted

or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires under applicable law

(or any regulation, guidance, interpretation or other pronouncement thereunder), as a condition of such loan, loan guarantee, direct

loan (as that term is defined in the CARES Act), investment, financial assistance or relief, that Counterparty or any of its subsidiaries

agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any

equity security of Counterparty, and that it has not, as of the date specified in such condition, made a capital distribution or will

not make a capital distribution (collectively, “Restricted Financial Assistance”); provided that Counterparty

may apply for Restricted Financial Assistance if Counterparty either (a) determines, based on the advice of outside counsel of national

standing, that the terms of the Transaction would not cause Counterparty to fail to satisfy any condition for application for or receipt

or retention of such loan, loan guarantee, direct loan (as that term is defined in the CARES Act), investment, financial assistance or

relief based on the terms of the program or facility as of the date of such advice or (b) delivers to Dealer evidence of a waiver or

other guidance from a governmental authority with jurisdiction for such program or facility that the Transaction is permitted under such

program or facility (either by specific reference to the Transaction or by general reference to transactions with attributes of the Transaction

in all relevant respects). Counterparty further represents and warrants that the Premium is not being paid, in whole or in part, directly

or indirectly, with funds received under or pursuant to any program or facility, including the U.S. Small Business Administration’s

“Paycheck Protection Program”, that (a) is established under applicable law (whether in existence as of the Trade Date or

subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b)

requires under such applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with

jurisdiction for such program or facility) that such funds be used for specified or enumerated purposes that do not include the purchase

of the Transaction (either by specific reference to the Transaction or by general reference to transactions with the attributes of the

Transaction in all relevant respects).

(jj) [Dealer Boilerplate. Insert Dealer specific terms,

if any.]

Counterparty hereby agrees

(a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified

and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer

and Counterparty with respect to the Transaction, by signing this Confirmation or this page hereof as evidence of agreement to such terms

and providing the other information requested herein and immediately returning an executed copy to Dealer.

Very truly yours,

[DEALER]

By:

Name:

Title:

[Signature Page to [Base][Additional] Capped Call Confirmation]

Accepted and confirmed

as of the Trade Date:

Fermi Inc.

By:

Name:

Title:

[Signature Page to [Base] [Additional] Capped Call Confirmation]

EX-99.1 — PRESS RELEASE, DATED JULY 15, 2026

EX-99.1

Filename: ea029807401ex99-1.htm · Sequence: 4

Exhibit

99.1

Fermi

Outlines Strategic Rationale for Upsized $431 Million Convertible Notes Offering

Flexible

convertible structure with shareholder-friendly capped call minimizes dilution

Proceeds

strengthen liquidity in midst of customer and partner negotiations and preserve Fermi’s speed-to-power advantage

Attractive

five-year cost of capital provides run room to advance multiple commercial tracks in parallel

DALLAS,

July 15, 2026 -- Fermi Inc. (Nasdaq & LSE: FRMI), operating as Fermi America™ (“Fermi” or the “Company”),

outlined today the strategic rationale for its recently closed and upsized offering of $431.25 million aggregate principal amount of

5.00% Convertible Senior Notes due 2031 (the “Notes”), which included the exercise in full of the initial purchasers’

13-day option to purchase up to an additional $56.25 million aggregate principal amount of Notes. The Notes are intended to strengthen

Fermi’s balance sheet, enhance liquidity, and support continued execution of Project Matador as the Company advances tenant, strategic

partnership, and power-delivery milestones.

“We

were deliberate about the form, size, and timing of this raise,” said Rob Masson, Fermi’s Chief Financial Officer. “We

believe a convertible structure is the right financing for this stage of Project Matador’s development. This convertible with a

capped call checks the box for one of our 90-day milestones by bolstering our balance sheet with sufficient capital to support our liquidity

needs at a very attractive cost of capital, while protecting shareholders against dilution until the stock price more than doubles. This

transaction’s five-year term fits our development and power-delivery plan and delivers a strengthened balance sheet, enabling us

to continue our ongoing tenant and strategic partnership negotiations from a position of strength.”

Strategic

Rationale

Strengthening

the balance sheet is a key enabler of Fermi’s near-term business objectives:

● Signing

binding tenant agreements;

● Advancing

strategic partnerships; and

● Delivering

initial power at the site.

Fermi chose

the convertible path at this critical stage in the development of Project Matador for the following reasons:

● Timing.

Opportunistically raising capital while credit markets are open and ahead of these milestones

strengthens Fermi’s balance sheet and enables it to move quickly on commercial opportunities

as they advance, rather than being paced by its cash position.

● Shareholder-friendly

path to liquidity. The Company concluded that convertible notes with a capped call feature

were the most shareholder-friendly way to secure stronger liquidity, as it is significantly

less dilutive than a common equity offering or a private investment in public equity (PIPE).

Fermi entered into capped call transactions in connection with the offering, with a cap set

at 100% above Fermi’s share price at the time of pricing. As a result, the Notes are

expected to create no dilution to existing shareholders unless the Company’s stock

price doubles. Even if the stock price triples, the resulting dilution would only be approximately

2%, and the combined transaction continues to be significantly less dilutive than alternatives

at stock prices above that.

● Capital-efficient

debt. The Notes carry a low coupon, with no scheduled amortization and no financial maintenance

or restrictive covenants and are expected to deliver significant interest savings versus

conventional financing, while preserving operational and financial flexibility.

● Term

aligned to the build. The five-year term, with the Notes maturing on July 15, 2031, aligns

with Fermi’s development and power-delivery horizon.

● Sized

for run room. Fermi sized the offering to carry a healthy cash balance that takes the

timing of initial tenant commitments into account and allows construction to continue without

interruption. A larger, well-capitalized balance sheet also reinforces the Company’s

credibility with sophisticated counterparties.

● Flexibility

to execute on multiple fronts. Combined with the nearly $1 billion of commitments already

secured, the offering gives Fermi the liquidity and flexibility to advance several tenant

and joint-venture conversations at once without prioritizing one over another and without

compromising its power-delivery schedule or speed-to-power advantage.

Convertible

Notes Details

The Notes

bear interest at a rate of 5.00% per year and mature on July 15, 2031, unless earlier converted, redeemed or repurchased. The initial

conversion price is approximately $9.52 per share, representing a 30% premium to the July 9, 2026 closing price of Fermi’s common

stock. In connection with the offering, Fermi entered into capped call transactions that are expected to reduce potential dilution upon

conversion, with an effective conversion price of $14.64 per share, representing a 100% premium to the July 9, 2026 closing price.

The net proceeds

from the offering were approximately $416.81 million, including net proceeds from the initial purchasers’ exercise in full of their

option to purchase additional notes, after deducting discounts, commissions and estimated offering expenses. The Company will use approximately

$34.5 million to fund the capped call transactions, with the remainder for general corporate purposes.

Project

Matador

Fermi America

is developing one of the world’s largest advanced energy and AI campus sites, with 7,570 acres secured or under long-term lease

in the Texas Panhandle and more than $1.4 billion invested in site buildout to date. Project Matador is engineered to solve the single

biggest constraint in AI infrastructure – access to large-scale, reliable power on a timeline that meets customer demand. Subject

to entering into binding tenant agreements, the project is expected to ramp to approximately 1.5 gigawatts through 2027, with capital

deployment matched to commercial progress.

About

Fermi America™

(Nasdaq & LSE: FRMI) develops next-generation private electric grids that deliver highly redundant power at gigawatt scale to support

next-generation intelligence and AI compute. Fermi America™ combines cutting-edge technology with a deep bench of proven world-class

multi-disciplinary leaders with a combined 25 GW of experience, to create the world’s largest, 11 GW next-gen private grid, helping ensure

America’s energy and AI dominance. The behind-the-meter Project Matador campus is expected to integrate the nation’s biggest combined-cycle

natural gas project, one of the largest clean, new nuclear power complexes in America, utility grid power, solar power, and battery energy

storage, to support hyperscale AI and advanced computing. For additional information visit www.fermiamerica.com.

Contacts

Investors

Rodrigo Acuna | IR@fermiamerica.com

Media

Fermi Inc.

Communications | press@fermiamerica.com

Forward-Looking

Statements

This press

release contains “forward-looking statements” within the meaning of the federal securities laws, including statements regarding

the anticipated benefits, terms and use of proceeds of the Notes and the capped call transactions, and the Company’s business,

strategy, milestones and expectations for Project Matador, including tenant and partnership timing and power-delivery plans. These statements

are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ

materially, including market conditions, the completion and timing of tenant and partnership agreements, the timing and cost of power

delivery, and the other risks and uncertainties described in the Company’s filings with the U.S. Securities and Exchange Commission

(the “SEC”). Investors should consult the further disclosures and risk factors included in the Company’s Annual Reports on

Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other documents filed from time to time with the SEC, available

at www.sec.gov and in the Investor Relations section of the Company’s website. Fermi undertakes no duty to publicly update or revise

any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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