Form 8-K

8-K — ARBOR REALTY TRUST INC

Accession: 0001104659-26-080833

Filed: 2026-07-06

Period: 2026-07-06

CIK: 0001253986

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: Financial Statements and Exhibits

Documents

8-K — tm2619809d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2619809d1_ex4-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2619809d1_ex10-1.htm)

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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 6, 2026

Arbor

Realty Trust, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS

CHARTER)

maryland

(STATE OF INCORPORATION)

001-32136

20-0057959

(COMMISSION

FILE NUMBER)

(IRS

EMPLOYER ID. NUMBER)

333

Earle Ovington Boulevard,

Suite 900

Uniondale,

New York

11553

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(ZIP CODE)

(516)

506-4200

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING

AREA CODE)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

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

¨ Soliciting

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

¨ Pre-commencement

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

¨ Pre-commencement

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

Securities registered pursuant to Section 12(b)

of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.01 per share

ABR

New

York Stock Exchange

Preferred

Stock, 6.375% Series D Cumulative Redeemable, par value $0.01 per share

ABR-PD

New

York Stock Exchange

Preferred

Stock, 6.25% Series E Cumulative Redeemable, par value $0.01 per share

ABR-PE

New

York Stock Exchange

Preferred

Stock, 6.25% Series F Fixed-to-Floating Rate Cumulative Redeemable, par value $0.01 per share

ABR-PF

New

York 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 6, 2026, Arbor Realty Trust, Inc., a Maryland corporation

(the “Company”), completed the issuance and sale of $375 million aggregate principal amount, including the Option

(as defined below), of its 6.25% Convertible Senior Notes due 2029 (the “Notes”) pursuant to a purchase agreement

(the “Purchase Agreement”), by and among the Company, Arbor Realty Limited Partnership, a Delaware limited partnership,

and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (the “Initial Purchasers”),

whereby the Company agreed to sell to the Initial Purchasers and the Initial Purchasers agreed to purchase from the Company, subject

to and upon the terms and conditions set forth in the Purchase Agreement, the Notes (the “Offering”). Pursuant

to the Purchase Agreement, the Company granted the Initial Purchasers the right to purchase, exercisable within a 13-day period, up to

an additional $50 million aggregate principal amount of the Notes (the “Option”). The Initial Purchasers exercised

the Option in full on July 1, 2026.

The Notes will be senior unsecured obligations of the Company, bear

interest at a rate equal to 6.25% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January

1, 2027 and will mature on July 1, 2029 (the “Maturity Date”), unless earlier converted or repurchased. The Company

will not have the right to redeem the Notes prior to maturity and no sinking fund is provided for the Notes. The

Notes will be convertible prior to April 1, 2029 upon the satisfaction of certain conditions and at any time on or after April 1, 2029

until the close of business on the second scheduled trading day immediately preceding the Maturity Date. Upon conversion, the Company

will settle the Notes by paying cash and, if applicable, delivering shares of the Company’s common stock, at the Company’s

election.

The conversion rate will initially be 164.0016 shares of common stock

per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $6.10 per share of common stock). The

conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition,

following certain corporate events that occur prior to the Maturity Date, the Company will increase the conversion rate for a holder

who elects to convert its Notes in connection with such a corporate event in certain circumstances.

If the Company undergoes a fundamental change (as defined in the Indenture

(as defined below)), holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change

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

excluding, the fundamental change repurchase date.

The gross proceeds to the Company from the sale of the Notes, including

the exercise of the Option, was $375 million, before deducting the Initial Purchasers’ discounts and commissions and estimated offering

expenses payable by the Company. The Company intends to use the gross proceeds from the Offering to (i) use approximately $11.6 million to

repurchase 2,140,300 shares of its common stock concurrently with the pricing of the Offering in privately negotiated transactions through

one of the initial purchasers or its affiliate, as its agent; (ii) repurchase approximately $102.7 million of shares of its

common stock pursuant to the Prepaid Forward Transaction described below; (iii) use a portion of the proceeds, together with cash on hand,

to redeem in full the Company’s outstanding $270 million of 4.50% Senior Notes due September 1, 2026 at par

plus accrued and unpaid interest; and (iv) use any remaining proceeds from the Offering for general corporate purposes.

The Notes were issued under an indenture, dated as of July 6, 2026,

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

The Notes and the common stock issuable upon conversion of the Notes,

if any, were offered and sold in a private offering that was exempt from the registration requirements of the Securities Act of 1933,

as amended (the “Securities Act”). The offering was made only to persons reasonably believed to be “qualified

institutional buyers” under Rule 144A. The Notes and the common stock issuable upon conversion of the Notes, if any, have

not been registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, the Notes and the

common stock issuable upon conversion of the Notes, if any, may not be offered or sold in the United States except pursuant to an exemption

from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Initially,

a maximum of 69,188,175 shares of the Company’s common stock may be issued upon conversion of the Notes, based on the initial maximum

conversion rate of 184.5018 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution

adjustment provisions.

Copies of the Indenture and the form of the Notes are attached hereto

as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference. The foregoing summaries do not

purport to be complete and are qualified in their entirety by reference to the Indenture and the form of the Notes.

Prepaid Forward Transaction

On June 30, 2026, in connection with the pricing of the Notes, the

Company entered into a prepaid forward stock purchase transaction (the “Prepaid Forward Transaction”) with one of the

initial purchasers of the Notes or its affiliates (in this capacity, the “Forward Counterparty”). The initial aggregate

number of shares of the Company’s common stock underlying the Prepaid Forward Transaction is 18,941,200 shares. On July 6, 2026,

the Company used approximately $102.7 million of the gross proceeds of the Offering of the Notes to fund the Prepaid Forward Transaction.

The Prepaid Forward Transaction is a separate transaction between the

Company and the Forward Counterparty and is not part of the terms of the Notes and will not affect any holder’s rights under the

Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Prepaid Forward Transaction.

The above description of the Prepaid Forward Transaction is a summary

and is not complete. A copy of the form of confirmation for the Prepaid Forward Transaction is filed as Exhibit 10.1 to this Current

Report on Form 8-K, and the above summary is qualified by reference to the terms of the form of confirmation set forth in such exhibit.

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 is incorporated herein by reference

into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated herein by reference

into this Item 3.02.

Item 9.01 Financial

Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit

4.1

Indenture, dated as of July 6, 2026, between Arbor Realty Trust, Inc. and U.S. Bank Trust Company,

National Association, as trustee

4.2

Form of 6.25% Convertible Senior Notes due 2029 (included in Exhibit 4.1 hereto)

10.1

Form of Confirmation for Prepaid Forward Transaction

104

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARBOR REALTY TRUST, INC.

By:

/s/

Paul Elenio

Name:

Paul Elenio

Title:

Chief Financial Officer

Date: July 6, 2026

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2619809d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

Execution Version

ARBOR REALTY TRUST, INC.

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of July 6, 2026

6.25% Convertible Senior Notes due 2029

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 Securities

Section 2.01.

Designation and Amount

Section 2.02.

Form of Securities

Section 2.03.

Date and Denomination of Securities; Payments of Interest

and Defaulted Amounts

Section 2.04.

Execution, Authentication and Delivery of Securities

Section 2.05.

Exchange and Registration of Transfer of Securities;

Restrictions on Transfer; Depositary

Section 2.06.

Mutilated, Destroyed, Lost or Stolen Securities

Section 2.07.

Temporary Securities

Section 2.08.

Cancellation of Securities Paid, Converted, Etc.

Section 2.09.

CUSIP Numbers

Section 2.10.

Additional Securities; Repurchases

Article 3

Satisfaction and Discharge

Section 3.01.

Satisfaction and Discharge

Section 3.02.

Deposited Monies to Be Held in Trust by Trustee

Section 3.03.

Paying Agent to Repay Monies Held

Section 3.04.

Return of Unclaimed Monies

Section 3.05.

Reinstatement

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; Additional Interest

Section 4.07.

Stay, Extension and Usury Laws

Section 4.08.

Compliance Certificate; Statements as to Defaults

Section 4.09.

Covenant to Take Certain Actions

Section 4.10.

Further Instruments and Acts

Article 5

Lists of Holders and Reports by the Company and the Trustee

Section 5.01.

Lists of Holders

Section 5.02.

Preservation and Disclosure of Lists

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.

Waiver of Past Defaults

Section 6.05.

Cure of Defaults; Ability to Cure or Waive Before Event

of Default Occurs

Section 6.06.

Control by Majority

Section 6.07.

Limitation on Suits

Section 6.08.

Rights of Holders to Receive Payment and to Convert

Section 6.09.

Collection of Indebtedness; Suit for Enforcement by

Trustee

Section 6.10.

Trustee May Enforce Claims Without Possession

of Securities

Section 6.11.

Trustee May File Proofs of Claim

Section 6.12.

Restoration of Rights and Remedies

Section 6.13.

Rights and Remedies Cumulative

Section 6.14.

Delay or Omission Not a Waiver

Section 6.15.

Priorities

Section 6.16.

Undertaking for Costs

Section 6.17.

Waiver of Stay, Extension and Usury Laws

Section 6.18.

Notices from the Trustee

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 Security Registrar May Own Securities

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.

Officers’ Certificate as Evidence

Section 7.08.

Eligibility of Trustee

Section 7.09.

Resignation or Removal of Trustee

Section 7.10.

Acceptance by Successor Trustee

Section 7.11.

Succession by Merger, Etc.

Section 7.12.

Trustee’s Application for Instructions from the

Company

Article 8

Concerning the Holders

Section 8.01.

Action by Holders

Section 8.02.

Proof of Execution by Holders

Section 8.03.

Who Are Deemed Absolute Owners

Section 8.04.

Company-Owned Securities 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 Securities

Section 10.05.

Evidence of Compliance of Supplemental Indenture to

Be Furnished Trustee

Article 11

Consolidation, Merger, Sale, Conveyance and Lease

Section 11.01.

Company May Consolidate, Etc. on Certain

Terms

Section 11.02.

Successor Entity to Be Substituted

Section 11.03.

Opinion of Counsel to Be Given to Trustee

Article 12

Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01.

Indenture and Securities Solely Corporate

Obligations

Article 13

[Intentionally Omitted]

Article 14

Conversion of Securities

Section 14.01.

Right to Convert

Section 14.02.

Conversion Procedures

Section 14.03.

Settlement Upon Conversion

Section 14.04.

Adjustment of Conversion Rate

Section 14.05.

Other Adjustments

Section 14.06.

Adjustment to Conversion Rate Upon Conversion

in Connection with a Make-Whole Fundamental Change

Section 14.07.

Effect of Recapitalizations, Reclassifications and

Changes of the Common Stock

Section 14.08.

Stock Issued Upon Conversion

Section 14.09.

Responsibility of Trustee

Section 14.10.

Notice to Holders

Section 14.11.

Exchange in Lieu of Conversion

Article 15

Repurchase of Securities at Option of Holders

Section 15.01.

Intentionally Omitted

Section 15.02.

Repurchase at Option of Holders Upon a Fundamental

Change

Section 15.03.

Effect of Fundamental Change Repurchase Notice

Section 15.04.

Withdrawal of Fundamental Change Repurchase Notice

Section 15.05.

Deposit of Fundamental Change Repurchase Price

Section 15.06.

Securities Purchased in Whole or in Part

Section 15.07.

Covenant To Comply with Applicable Laws upon Purchase

of Securities

Section 15.08.

Repayment to the Company

Section 15.09.

No Requirement to Conduct an Offer to Repurchase Notes

if the Fundamental Change Results in the Notes Becoming Convertible into an Amount of Cash Exceeding the Fundamental Change Repurchase

Price

Article 16

No Optional Redemption

Section 16.01.

No Optional Redemption

Article 17

Miscellaneous Provisions

Section 17.01.

Provisions Binding on Company’s Successors

Section 17.02.

Official Acts by Successor Entity

Section 17.03.

Addresses for Notices, Etc.

Section 17.04.

Governing Law; Jurisdiction

Section 17.05.

Evidence of Compliance with Conditions Precedent; Certificates

and Opinions of Counsel to Trustee

Section 17.06.

Legal Holidays

Section 17.07.

No Security Interest Created

Section 17.08.

Benefits of Indenture

Section 17.09.

Table of Contents, Headings, Etc.

Section 17.10.

Authenticating Agent

Section 17.11.

Execution in Counterparts

Section 17.12.

Severability

Section 17.13.

Waiver of Jury Trial

Section 17.14.

Force Majeure

Section 17.15.

Calculations

Section 17.16.

USA PATRIOT Act

Section 17.17.

Electronic Signatures

SCHEDULE

Schedule A Additional

EXHIBIT

Exhibit A Form of

Security

INDENTURE dated as of July 6, 2026 between

ARBOR REALTY TRUST, INC., a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01)

and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,”

as more fully set forth in Section 1.01).

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the

Company has duly authorized the issuance of its 6.25% Convertible Senior Notes due 2029 (the “Securities”), initially

in an aggregate principal amount not to exceed $375,000,000, and in order to provide the terms and conditions upon which the Securities

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

WHEREAS, the Form of Security, the certificate

of authentication to be borne by each Security, 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 Securities are to be substantially in the forms hereinafter provided;

and

WHEREAS, all acts and things necessary to make

the Securities, 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 Securities have in

all respects been duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions

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

and acceptance of the Securities 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 Securities (except as otherwise provided below), as follows:

Article 1

Definitions

Section 1.01.

Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise

requires:

(i) the

terms defined in this Article 1 shall have the meanings assigned to them in this Article 1 and include the plural as well as

the singular;

(ii) all

accounting terms not otherwise defined herein have the meanings assigned to them in accordance with United States generally accepted

accounting principles, the term “generally accepted accounting principles” with respect to any computation required or permitted

hereunder shall mean such accounting principles as are generally accepted as consistently applied by the Company at the date of such

computation;

(iii) unless

the context otherwise requires, any reference to an “Article,” a “Section” or an “Exhibit” refers

to an Article, a Section or an Exhibit, as the case may be, of or to this Indenture; and

(iv) the

words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture

as a whole and not to any particular Article, Section or other subdivision.

“1% Deferral Provision” has

the meaning specified in Section 14.04(i) hereof.

“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” has the

meaning specified in Section 14.06(a) hereof.

“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 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.

“Applicable Procedures” means,

with respect to any matter at any time, the policies and procedures of the Depositary, if any, that are applicable to such matter at

such time.

“Agent” means, any Bid Solicitation

Agent Custodian, Conversion Agent, Note Registrar, Paying Agent or co-Note Registrar.

“Bid Solicitation Agent” means

the Company or such other Person as may be appointed, from time to time, by the Company to solicit bids for the Trading Price of the

Securities in accordance with Section 14.01(b)(ii) hereof. Initially, the “Bid Solicitation Agent” means the Company.

“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”

has the meaning specified in Section 11.01 hereof.

“Business Day” means 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.

“Capital Stock” means, for

any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests

in (however designated) the equity of such Person, but excluding any debt securities convertible into such equity.

“Cash Settlement” has the meaning

specified in Section 14.03(a)(iv) hereof.

“Clause A Distribution”

has the meaning specified in Section 14.04(c) hereof.

“Clause B Distribution”

has the meaning specified in Section 14.04(c) hereof.

“Clause C Distribution”

has the meaning specified in Section 14.04(c) hereof.

“Close of Business” means 5:00

P.M., New York City time.

“Combination Settlement” has

the meaning specified in Section 14.03(a)(iv) hereof.

“Commission” means the United

States Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the

execution of this instrument the United States Securities and Exchange Commission is not existing and performing the duties now assigned

to it under the Trust Indenture Act, then the body performing such duties at such time.

“Common Equity” of any Person

means the 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, subject to Section 14.07, the shares of common stock, $0.01 par value per share, of the Company authorized

at the date of this instrument as originally executed or shares of any class or classes of common stock resulting from any reclassification

or reclassifications thereof.

“Common Stock Change Event”

has the meaning specified in Section 14.07(a) hereof.

“Company” has 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

request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a Vice

President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Conversion Agent” has the

meaning specified in Section 4.02 hereof.

“Conversion Date” has the meaning

specified in Section 14.02(b) hereof.

“Conversion Notice” has the

meaning specified in Section 14.02(b)(i) hereof.

“Conversion Price” means, in

respect of each Security, as of any date, $1,000 divided by the Conversion Rate in effect on such date.

“Conversion Rate” means initially

164.0016 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustment as set forth herein.

“Corporate Trust Office” means

the designated office of the Trustee at which at any particular time this Indenture shall be administered, which as of the date hereof

is located at 60 Livingston Avenue, Mailcode: EP-MN-WS3C, St. Paul, MN 55107, Attention: Global Corporate Trust Services — Administrator

for Arbor Realty Trust, Inc., 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 with respect to the Securities (so long as the Securities constitute Global Securities), or any successor entity.

“Daily Conversion Value” means,

for each of the 40 consecutive Trading Days during the Observation Period, 2.5% of the product of (a) the Conversion Rate in effect

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

“Daily Measurement Value” has

the meaning specified in Section 14.03(a)(vi)(A) hereof.

“Daily Settlement Amount” has

the meaning specified in Section 14.03(a)(vi) hereof.

“Daily VWAP” means, for each

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

the heading “Bloomberg VWAP” on Bloomberg page “ABR <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” will be determined without regard to after-hours

trading or any other trading outside of the regular trading session trading hours.

“Default” means any event that

is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Defaulted Amounts” means any

amounts on any Security (including, without limitation, the Fundamental Change Repurchase Price, principal and interest) that are payable

but are not punctually paid or duly provided for.

“Default Interest” means interest

on Defaulted Amounts that accrues in accordance with Section 2.03(c).

“De-Legending Deadline Date”

means, with respect to any Security, the 380th day after the Last Original Issuance Date of such Security; provided, however,

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 for such Security will instead be the Business Day immediately after such Interest Payment Date.

“Depositary” means, with respect

to each Global Security, the Person specified in Section 2.05(c) as the Depositary with respect to such Securities, 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.

“Distributed Property” has

the meaning specified in Section 14.04(c) hereof.

“Effective Date” means (a) 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, or (b) with respect to a Fundamental Change or Make-Whole Fundamental

Change, the date such Fundamental Change or Make-Whole Fundamental Change becomes effective.

“Event of Default” has the

meaning specified in Section 6.01 hereof.

“Exchange Act” means the United

States Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

“Exchange Election” has the

meaning specified in Section 14.11 hereof.

“Exempted Fundamental Change”

means a Fundamental Change that satisfies each of the conditions set forth in Section 15.09 and with respect to which the Company

validly invokes the provisions of such Section 15.09.

“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 other distribution in question, from the Company or, if applicable, from the seller of the

Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Form of Assignment and Transfer”

means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Security 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

Security 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 Security attached hereto as Exhibit A.

“Form of Security” means

the “Form of Security” attached hereto as Exhibit A.

“Free Trade Date” means, with

respect to any Security, the date that is one year after the Last Original Issuance Date of such Security.

“Freely Tradable” means, with

respect to any Security, that such Security would be eligible to be offered, sold or otherwise transferred pursuant to Rule 144

or otherwise if held by a Person that is not an Affiliate of the Company, and that has not been an Affiliate of the Company during the

immediately preceding three months, without any requirements as to volume, manner of sale, availability of current public information

or notice under the Securities Act (except that, during the six-month period beginning on, and including, the date that is six months

after the Last Original Issuance Date of such Security, any such requirement as to the availability of current public information will

be disregarded if the same is satisfied at that time); provided, however, that from and after the Free Trade Date of such Security,

such Security will not be Freely Tradable unless such Security (x) is not identified by a restricted CUSIP or ISIN number and (y) is

not represented by any certificate that bears the Restrictive Securities Legend. For the avoidance of doubt, whether a Security is deemed

to be identified by an unrestricted CUSIP or ISIN number or deemed not to be represented by any certificate that bears the Restrictive

Securities Legend is subject to Section 2.05(c).

“Fundamental Change” shall

be deemed to have occurred at the time after the Securities are originally issued if any of the following occurs prior to the Maturity

Date:

(a) a

“person” or “group” (within the meaning of Section 13(d) of the Exchange Act), other than the Company,

its wholly-owned subsidiaries and its and their employee benefit plans files a Schedule TO 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 the Company’s Common Equity representing more than 50% of the voting power of the

Company’s Common Equity;

(b) the

consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than 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 shall 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 of the Company’s wholly-owned subsidiaries; provided, however, that a transaction described in 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 as such ownership immediately prior to such transaction shall not be a Fundamental

Change pursuant to this clause (b);

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

(d) the

Common Stock (or other common stock underlying the Securities) ceases to be listed or quoted on any of The New York Stock Exchange, The

Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors).

A transaction or transactions described

in clause (a) or clause (b) above will not constitute a Fundamental Change, however, if at least 90% of the consideration received

or to be received by holders of the Common Stock, excluding cash payments for fractional shares, in connection with such transaction

or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, The Nasdaq Global

Select Market or The Nasdaq Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged

in connection with such transaction or transactions, and as a result of such transaction or transactions the Securities become convertible

into such consideration, excluding cash payments for fractional shares (subject to Section 14.03).

If any transaction in which the Common Stock is replaced by the securities

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 immediately preceding paragraph, following the

effective date of such transaction), references to the Company in this definition of “Fundamental Change” above shall instead

be references to such other entity.

For purposes of the definition of “Fundamental Change”

above, any transaction that constitutes a Fundamental Change pursuant to both clause (a) and clause (b) of such definition

(without giving effect to the proviso in clause (b)) shall be deemed a Fundamental Change solely under clause (b) of such definition

(subject to the proviso in clause (b)).

“Fundamental Change Company Notice”

has the meaning specified in Section 15.02(b) hereof.

“Fundamental

Change Expiration Time” has the meaning specified in Section 15.02(a)(i) hereof.

“Fundamental Change Repurchase Date”

has the meaning specified in Section 15.02(a) hereof.

“Fundamental

Change Repurchase Notice” has the meaning specified in Section 15.02(a)(i) hereof.

“Fundamental Change Repurchase Price”

has the meaning specified in Section 15.02(a) hereof.

“given,” with respect to any

notice to be given to a Holder pursuant to this Indenture, shall mean either (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 procedures at the Depositary (in the case of a Global Note) or (y) mailed to such Holder by first class mail, postage prepaid,

or sent via overnight courier 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 Security” has the meaning

specified in Section 2.05(b).

“Holder,” as applied to any

Security, or other similar terms (but excluding the term “beneficial holder”), means any Person in whose name at the time

a particular Security is registered on the Security Register.

“Indenture” means this instrument

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

“Initial Dividend Threshold”

has the meaning specified in Section 14.04(d) hereof.

“Initial Purchasers” means

the several Initial Purchasers listed in Schedule 1 to the Purchase Agreement.

“Interest Payment Date” means

each January 1 and July 1 of each year, beginning on January 1, 2027.

“Issue Date” means, with respect

to the Securities, July 6, 2026.

“Last Original Issuance Date”

means (a) with respect to the Securities offered pursuant to the Offering Memorandum, and any Securities issued in exchange therefor

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

to Section 2.10, and any Securities issued in exchange therefor or in substitution thereof, either (i) the later of (x) the

date such Securities are originally issued and (y) the last date any Securities are originally issued as part of the same offering

pursuant to the exercise of an option granted to the initial purchaser(s) of such Securities to purchase additional Securities;

or (ii) such other date as is specified in an Officers’ Certificate delivered to the Trustee before the original issuance

of such Securities.

“Last Reported Sale Price”

of the Common Stock for any date means the closing sale price (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) per share on that date as reported

in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If

the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant Trading Day, the “Last

Reported Sale Price” will be the last quoted bid price per share for the Common Stock 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 is not so quoted, the “Last Reported

Sale Price” will be the average of the mid-point of the last bid and ask prices per share for the Common Stock on the relevant

date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Make-Whole Fundamental Change”

means any event that is a Fundamental Change 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”

has the meaning specified in Section 14.06(a) hereof.

“Market Disruption Event,”

for the purposes of determining amounts due upon conversion only, means (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, with

respect to any Security and the payment of the principal amount thereof, July 1, 2029.

“Measurement

Period” has the meaning specified in Section 14.01(b)(ii) hereof.

“Observation Period” with respect

to any Security surrendered for conversion means: (i) if the relevant Conversion Date occurs prior to April 1, 2029, the 40

consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; and (ii) if

the relevant Conversion Date occurs on or after April 1, 2029, the 40 consecutive Trading Days beginning on, and including, the

41st Scheduled Trading Day immediately preceding the Maturity Date.

“Offering Memorandum” means

the preliminary offering memorandum dated June 30, 2026, as supplemented by the related pricing term sheet dated June 30, 2026,

relating to the offering and sale of the Securities.

“Officer” means, with respect

to the Company, the President, the Chief Executive Officer, 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”).

“Officers’ Certificate,”

when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by (a) two of the

Chairman of the Board of Directors, Vice Chairman of the Board of Directors or any Officers 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. One of the

Officers giving an Officers’ 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, that is delivered to the Trustee,

which may contain customary exceptions and qualifications as to the matters set forth therein and which legal counsel may, in providing

such opinion, rely upon certifications or other representations as to matters of fact. 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.

“outstanding,” when used with

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

and delivered by the Trustee under this Indenture, except:

(a) Securities

theretofore canceled by the Trustee or accepted by the Trustee for cancellation;

(b) Securities,

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 Section 2.06 or Securities in lieu of which, or in substitution for which, other Securities 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 Securities are held by protected purchasers in due course;

(d) Securities

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

(e) Securities

repurchased by the Company pursuant to the penultimate sentence of Section 2.10.

“Paying Agent” has the meaning

specified in Section 4.02 hereof.

“Person” means any individual,

corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or government or any agency or

political subdivision thereof.

“Physical Securities” means

permanent certificated Securities in registered form issued in denominations of $1,000 principal amount and integral multiples thereof.

“Predecessor Security” of any

particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security;

and, for the purposes of this definition, any Security authenticated and delivered under Section 2.06 in lieu of or in exchange

for a mutilated, lost, destroyed or stolen Security shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen

Security that it replaces.

“Purchase Agreement” means

that certain Purchase Agreement, dated June 30, 2026, between the Company and the representative of the Initial Purchasers.

“Qualified Successor Entity”

means, with respect to a Business Combination Event, a corporation; provided, however, that a limited liability company, limited

partnership or other similar entity will also constitute a Qualified Successor Entity with respect to such Business Combination Event

if either (i) such Business Combination Event is an Exempted Fundamental Change; or (ii) both of the following conditions are

satisfied: (1) either (x) such limited liability company, limited partnership or other similar entity, as applicable, is treated

as a corporation or is a direct or indirect, wholly owned subsidiary of, and disregarded as an entity separate from, a corporation, in

each case for U.S. federal income tax purposes; or (y) (A) 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 Internal

Revenue Code of 1986, as amended, for Holders or beneficial owners of the Securities and (B) if such limited liability company,

limited partnership or other similar entity is treated as a disregarded entity, its regarded parent is treated as a “United States

person” under Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended; and (2) such Business Combination

Event constitutes a Common Stock Change 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 an entity that is (x) treated as a corporation for U.S. federal

income tax purposes; (y) duly organized and existing under the laws of the United States of America, any State thereof or the District

of Columbia; and (z) a direct or indirect parent of the limited liability company, limited partnership or similar entity.

“Record Date” means, with respect

to any dividend, distribution or other transaction or event in which the holders of the 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,

statute, contract or otherwise).

“Reference Property” has the

meaning specified in Section 14.07(a) hereof.

“Regular Record Date” means,

with respect to any Interest Payment Date, the December 15 (whether or not a Business Day) or the June 15 (whether or not a

Business Day), as the case may be, immediately preceding such Interest Payment Date (whether or not such date is a Business Day).

“Reporting Event of Default”

has the meaning specified in Section 6.03 hereof.

“Resale Restriction Termination Date”

has the meaning specified in Section 2.05(c) hereof.

“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” has

the meaning specified in Section 2.05(c) hereof.

“Restrictive Securities Legend”

has the meaning specified in Section 2.05(c) hereof.

“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

United States Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

“Security” or “Securities”

has the meaning specified in the first paragraph of the recitals of this Indenture.

“Security Register” has the

meaning specified in Section 2.05(a) hereof.

“Security Registrar” has the

meaning specified in Section 2.05(a) hereof.

“Settlement

Amount” has the meaning specified in Section 14.03(a) hereof.

“Settlement Method” means,

with respect to any conversion of Securities, Cash Settlement or Combination Settlement, as elected (or deemed to have been elected)

by the Company.

“Settlement Notice” has the

meaning specified in Section 14.03(a)(iv) hereof.

“Significant Subsidiary” means,

with respect to any Person, a Subsidiary of such Person that would constitute a “significant subsidiary” as such term is

defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as in effect on the original

date of issuance of the Securities.

“Specified Dollar Amount” has

the meaning specified in Section 14.03(a)(vi)(A) hereof.

“Spin-Off” has the meaning

specified in Section 14.04(c) hereof.

“Stated Interest” has the meaning

specified in Section 2.03(a) hereof.

“Stock

Price” has the meaning specified in Section 14.06(c) hereof.

“Subsidiary” means a corporation

or limited liability Company more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company

or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting-stock”

means the equity interest that ordinarily has voting power for the election of directors, managers or trustees of an entity, or persons

performing similar functions, whether at all times or only so long as no senior class of equity interest has such voting power by reason

of any contingency.

“Successor

Entity” has the meaning specified in Section 11.01(a) hereof.

“Trading Day” means, except

for purposes of 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 New York Stock Exchange or, if the Common Stock (or such other security)

is not then listed on The New York Stock Exchange, 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. If the Common Stock (or such other security) is not so listed or traded, “Trading Day” means a “Business

Day.”

For the purposes of determining amounts due upon

conversion only, “Trading Day” means a day on which (i) there is no Market Disruption Event and (ii) trading in

Common Stock generally occurs on The New York Stock Exchange or, if the Common Stock is not then listed on The New York Stock Exchange,

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

a Business Day.

“Trading Price” of the Securities

on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of Securities obtained

by the Bid Solicitation Agent for $1,000,000 principal amount of Securities at approximately 3:30 p.m., New York City time, on such determination

date from three independent nationally recognized securities dealers selected for this purpose by the Company; 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

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

recognized securities dealer, then the Trading Price per $1,000 principal amount of Securities will be deemed to be less than 98% of

the product of (i) the Last Reported Sale Price of the Common Stock on such date of determination and (ii) the Conversion Rate

in effect on such determination date. If (x) the Company is not acting as Bid Solicitation Agent and the Company does not, when

it is required to, instruct the Bid Solicitation Agent to obtain bids 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, then, in either case, the Trading Price per $1,000 principal amount of Securities will

be deemed to be less than 98% of the product of (i) the Last Reported Sale Price of the Common Stock on such Trading Day and (ii) the

Conversion Rate in effect on such Trading Day for each Trading Day of such failure.

“transfer” has the meaning

specified in Section 2.05(c) hereof.

“Trigger Event” has the meaning

specified in Section 14.04(c) hereof.

“Trust Indenture Act” means

the United States Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that

in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required

by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trustee” means the Person

named as the “Trustee” in the first paragraph of this instrument 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”

has the meaning specified in Section 14.07(a) hereof.

“U.S.” or “United

States” means the United States of America.

“Valuation Period” has the

meaning specified in Section 14.04(c) hereof.

Section 1.02.

References to Interest. Unless the context otherwise requires, any reference to interest on, or in respect of, any Security

in this Indenture shall be deemed to include Default Interest and Additional Interest if, in such context, Default Interest and/or Additional

Interest is, was or would be payable pursuant to any of Section 2.03(c), Section 4.06(d), Section 4.06(e) or Section 6.03.

Unless the context otherwise requires, any express mention of Default Interest and/or Additional Interest in any provision hereof shall

not be construed as excluding Default Interest and/or Additional Interest in those provisions hereof where such express mention is not

made.

Article 2

Issue, Description, Execution, Registration and Exchange of Securities

Section 2.01.

Designation and Amount. The Securities shall be designated as the “6.25% Convertible Senior Notes due 2029.”

The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $375,000,000,

subject to Section 2.10 and except for Securities authenticated and delivered upon registration or transfer of, or in exchange for,

or in lieu of other Securities to the extent expressly permitted hereunder.

Section 2.02.

Form of Securities. The Securities and the Trustee’s certificate of authentication to be borne by such Securities

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. However, to the extent that any

provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture will govern and control.

Any Global Security 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 Securities 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 Securities are subject.

Any of the Securities 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 Securities may be listed or designated for issuance, or to conform to usage or to

indicate any special limitations or restrictions to which any particular Securities are subject.

Each Global Security shall represent such principal

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

amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities

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

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

Securities 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 Securities in accordance with this Indenture. Payment of principal (including the Fundamental

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

Security 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 Securities; Payments of Interest and Defaulted Amounts. (a) The Securities shall be issuable

in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. Each Security shall be

dated the date of its authentication. Each Security will accrue interest at a rate per annum equal to 6.25% (the “Stated Interest”),

plus any Default Interest or Additional Interest that may accrue pursuant to Section 2.03(c) or Section 4.06(d),

Section 4.06(e) and Section 6.03, respectively. and shall bear interest from the date specified on the face of such Security.

Accrued interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial

months, on the basis of the number of days actually elapsed in a 30-day month.

(b) The

Person in whose name any Security (or its Predecessor Security) is registered on the Security 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 Company shall pay, or cause the Paying Agent to pay, the principal amount of any Security (x) in the case of any Physical

Security, at the office or agency of the Company designated by the Company for such purposes, which shall initially be the Corporate

Trust Office and (y) in the case of any Global Security, in 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 Securities (A) to Holders holding

Physical Securities having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Securities at

their address as it appears in the Security Register and (B) to Holders holding Physical Securities having an aggregate principal

amount of more than $5,000,000, either by check mailed to each Holder or, upon application by such a Holder to the Paying Agent 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 and 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 such Holder notifies, in writing, the Paying Agent

to the contrary, or (ii) on any Global Security in 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 (“Default

Interest”) per annum at the rate borne by the Securities plus one percent, subject to the enforceability thereof under

applicable law, from, and including, such relevant payment date, and such Defaulted Amounts together with such Default Interest 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 and Default Interest to the Persons in whose names the Securities (or their

respective Predecessor Securities) are registered at the Close of Business on a special record date for the payment of such Defaulted

Amounts and Default Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount

of the Defaulted Amounts and Default Interest proposed to be paid on each Security 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 and such Default Interest 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 and such Default Interest as in this clause provided. Thereupon the Company shall fix a special record date for the payment of

such Defaulted Amounts and such Default Interest 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. The Company shall

promptly notify the Trustee of such special record date and the Company, or the Trustee at the request of and, in the name and at the

expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and such Default Interest and the special

record date therefor to be delivered to each Holder not less than 10 days prior to such special record date. Notice of the proposed payment

of such Defaulted Amounts and such Default Interest and the special record date therefor having been so delivered, such Defaulted Amounts

and such Default Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) 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 and Default Interest in any other lawful manner not inconsistent with the requirements

of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, and upon such

notice as may be required by such exchange or automated quotation system, if, after 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.

(d) If

the first date on which any Additional Interest begins to accrue on any Global Security is on or after the fifth (5th) Business Day before

a Regular Record Date and before the next Interest Payment Date, then, notwithstanding anything to the contrary in this Indenture or

the Securities, the amount thereof accruing in respect of the period from, and including, such first date to, but excluding, such Interest

Payment Date will not be payable on such Interest Payment Date but will instead be deemed to accrue (without duplication) entirely on

such Interest Payment Date and will be payable on the immediately succeeding Interest Payment Date (and, for the avoidance of doubt,

no interest will accrue as a result of the related delay).

Section 2.04.

Execution, Authentication and Delivery of Securities. The Securities shall be signed in the name and on behalf of the Company

by the manual or facsimile signature of its Chairman of the Board of Directors, Vice Chairman of the Board of Directors or any Officer

of the Company.

At any time and from time to time after the execution

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

with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall

authenticate and deliver such Securities, without any further action by the Company hereunder; provided that, subject to Section 17.05,

the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Company with respect to any issuance, authentication

and delivery of such Notes occurring after the date hereof.

Only such Securities as shall bear thereon a certificate

of authentication substantially in the form set forth on the Form of Security attached as Exhibit A hereto, executed manually

by an authorized officer 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 Security executed by the Company shall be conclusive evidence that the Security so authenticated has been

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

In case the Chairman or Vice Chairman of the Board

of Directors or the Officer of the Company who shall have signed any of the Securities shall cease to be such Chairman, Vice Chairman

or Officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company,

such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not

ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf of the Company by such persons as, at

the actual date of the execution of such Security, shall be the Chairman or Vice Chairman of the Board of Directors or any Officers of

the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officer.

Section 2.05.

Exchange and Registration of Transfer of Securities; 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 “Security Register”) in which, subject to such reasonable regulations

as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. 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 “Security Registrar” for the purpose of registering Securities and transfers of Securities

as herein provided. The Company may appoint one or more co-Security Registrars in accordance with Section 4.02.

Upon surrender for registration of transfer of

any Security to the Security Registrar or any co-Security Registrar, and satisfaction of the requirements for such transfer set forth

in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee

or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount and bearing such

restrictive legends as may be required by this Indenture.

Securities may be exchanged for other Securities

of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such

office or agency maintained by the Company pursuant to Section 4.02. Whenever any Securities are so surrendered for exchange, the

Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled

to receive, bearing registration numbers not contemporaneously outstanding.

All Securities presented or surrendered for registration

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

co-Security Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to

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

No service charge shall be imposed by the Company,

the Trustee, the Security Registrar, any co-Security Registrar or the Paying Agent for any exchange or registration of transfer of Securities,

but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required

in connection therewith as a result of the name of the Holder of new Securities issued upon such exchange or registration of transfer

being different from the name of the Holder of the old Securities surrendered for exchange or registration of transfer.

None of the Company, the Trustee, the Security

Registrar or any co-Security Registrar shall be required to exchange or register a transfer of (i) any Securities surrendered for

conversion or, if a portion of any Security is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any

Securities, or a portion of any Security, surrendered for repurchase (and not withdrawn) in accordance with Article 15.

All Securities issued upon any registration of

transfer or exchange of Securities 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 Securities surrendered upon such registration of transfer or exchange.

The Trustee shall have no obligation or duty to

monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law

with respect to any transfer of any interest in any Note (including any transfer between or among Depositary participants or beneficial

owners of interest in any Global Note) other than to require delivery of such certificates and other documentation or evidence as 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.

None of the Company, the Trustee, Paying Agent,

Conversion Agent or any agent of them shall have any responsibility or liability for any actions taken or not taken by the Depositary.

(b) So

long as the Securities 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 Securities shall be represented by one or more Securities in global form (each,

a “Global Security”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange

of beneficial interests in a Global Security that does not involve the issuance of a Physical Security 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 procedures of the Depositary therefor.

Security that bears or is required under this Section 2.05(c) to bear the Restrictive Securities Legend (together with any

Common Stock issued upon conversion of the Securities 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 Securities Legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written

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

by all such restrictions on transfer. As used in this Section 2.05(c) and Section 2.05(d), the term “transfer”

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

Until the date (the “Resale Restriction

Termination Date”) that is the later of (1) the date that is one year after the Last Original Issuance Date of the Securities,

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 Security (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 Securities Legend”) (unless

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

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

Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing,

with notice thereof to the Trustee):

THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE

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

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

HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1) REPRESENTS

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

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

(2) AGREES

FOR THE BENEFIT OF ARBOR REALTY TRUST, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE

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

ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO

AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

(A) TO

THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT

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

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

(D) PURSUANT

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

REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE

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

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

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

THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

No transfer of any Security prior to the Resale

Restriction Termination Date will be registered by the Security Registrar unless the applicable box on the Form of Assignment and

Transfer has been checked.

Any Security (or

security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with

their terms, may, upon surrender of such Security for exchange to the Security Registrar in accordance with the provisions of this Section 2.05,

be exchanged for a new Security or Securities, of like tenor and aggregate principal amount, which shall not bear the Restrictive Securities

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 Security as to which such restrictions on transfer shall have expired

in accordance with their terms for exchange, and, upon such instruction, the Custodian shall so surrender such Global Security for exchange;

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

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

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

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

Notwithstanding the foregoing, if the Company

sends notice to the Trustee that the Restrictive Securities Legend affixed to any Security no longer applies, then such legend will be

deemed to be removed from such Security and such Security will be deemed to be identified by the unrestricted CUSIP and ISIN numbers

that the Company has obtained for the Securities in connection with the offering. However, if such Security is a Global Security and

DTC requires a mandatory exchange or other procedure to cause such Global Security to be identified by unrestricted CUSIP and ISIN numbers

in its facilities, then (x) the Company will effect such exchange or procedure as soon as reasonably practicable and (y) for

purposes of the definition of “Freely Tradable” and Section 4.06, such Global Security will not be deemed to be identified

by unrestricted CUSIP and ISIN numbers until such time as the exchange or procedure is effected.

Notwithstanding any other provisions of this Indenture

(other than the provisions set forth in this Section 2.05(c)), a Global Security 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 Security or a portion thereof for one or more Physical Securities 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

Security. Initially, each Global Security 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 Securities 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 Securities has occurred and is continuing

and a beneficial owner of any Security requests that its beneficial interest therein be issued as a Physical Security, the Company shall

execute, and the Trustee, upon receipt of an Officers’ Certificate, an Opinion of Counsel and a Company Order for the authentication

and delivery of Securities, shall authenticate and deliver (x) in the case of clause (iii), a Physical Security to such beneficial

owner in a principal amount equal to the principal amount of such Security corresponding to such beneficial owner’s beneficial

interest and (y) in the case of clause (i) or (ii), Physical Securities to each beneficial owner of the related Global Securities

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

for such Global Securities, and upon delivery of the Global Securities to the Trustee such Global Securities shall be canceled.

Physical Securities issued in exchange for all

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

denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause

(iii) of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee. Upon execution and authentication,

the Trustee shall deliver such Physical Securities to the Persons in whose names such Physical Securities are so registered.

At such time as all interests in a Global Security

have been converted, canceled, repurchased or transferred, such Global Security 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 Security is exchanged for Physical Securities, converted, canceled, repurchased or transferred

to a transferee who receives Physical Securities therefor or any Physical Security is exchanged or transferred for part of such Global

Security, the principal amount of such Global Security 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 Security, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Neither the Company nor the Trustee, Paying Agent

or Conversion Agent shall have any responsibility or liability for any act or omission of the Depositary or for any operations or procedures

of the Depositary. None of the Company, the Trustee, the Paying Agent, the Conversion Agent or any agent of the Company or the Trustee

shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership

interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

(d) Until

the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion of a Security 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 Security that has transferred pursuant to a registration statement that has become

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

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

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

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE

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

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

(1) REPRESENTS

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

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

(2) AGREES

FOR THE BENEFIT OF ARBOR REALTY TRUST, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE

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

ISSUE DATE OF THE SERIES OF SECURITIES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED

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

BY APPLICABLE LAW, EXCEPT:

(A) TO

THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT

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

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

(D) PURSUANT

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

REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE

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

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

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

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

Any such Common Stock as to which such restrictions

on transfer shall have expired in accordance with their terms, 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).

(e) Any

Security or Common Stock issued upon the conversion or exchange of a Security that is repurchased or owned by 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 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 Security or Common Stock, as the case may be, no

longer being a “restricted security” (as defined under Rule 144). The Company shall cause any Security that is repurchased

or owned by it to be surrendered to the Trustee for cancellation in accordance with Section 2.08.

Section 2.06.

Mutilated, Destroyed, Lost or Stolen Securities. In case any Security shall become mutilated or be destroyed, lost or stolen,

the Company in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee

shall authenticate and deliver, a new Security, bearing a registration number not contemporaneously outstanding, in exchange and substitution

for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant

for a substituted Security shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security

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

with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee

and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Security and

of the ownership thereof.

The Trustee or such authenticating agent may authenticate

any such substituted Security and deliver the same upon the receipt of a Company Order and 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 Security Registrar, any co-Security Registrar or the Paying Agent upon the issuance of any substitute Security, 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 Security being different from the name of the Holder of the old Security

that became mutilated or was destroyed, lost or stolen. In case any Security that has matured or is about to mature or has been surrendered

for required repurchase or is about to be converted in accordance with Article 14 shall become mutilated or be destroyed, lost or

stolen, the Company may, in its sole discretion, instead of issuing a substitute Security, 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 Security), as the case may be, if

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

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

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

and, if applicable, any Paying Agent or Conversion Agent of the destruction, loss or theft of such Security and of the ownership thereof.

Every substitute Security issued pursuant to the

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

contractual obligation of the Company, whether or not the destroyed, lost or stolen Security 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 Securities duly issued hereunder. To the extent permitted by law, all Securities shall be held and owned upon

the express condition that the foregoing provisions are exclusive with respect to the replacement, payment, conversion or repurchase

of mutilated, destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law or

statute existing or hereafter enacted to the contrary with respect to the replacement, payment, conversion or repurchase of negotiable

instruments or other securities without their surrender.

Section 2.07.

Temporary Securities. Pending the preparation of Physical Securities, the Company may execute and the Trustee or an authenticating

agent appointed by the Trustee shall, upon written request of the Company in a Company Order, authenticate and deliver temporary Securities

(printed or lithographed). Temporary Securities shall be issuable in any authorized denomination, and substantially in the form of the

Physical Securities but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be

determined by the Company. Every such temporary Security 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 Securities. Without unreasonable

delay, the Company shall execute and deliver to the Trustee or such authenticating agent Physical Securities (other than any Global Security)

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

or agency maintained by the Company pursuant to Section 4.02 and the Trustee or such authenticating agent shall authenticate and

deliver in exchange for such temporary Securities an equal aggregate principal amount of Physical Securities. Such exchange shall be

made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Securities shall in all respects

be entitled to the same benefits and subject to the same limitations under this Indenture as Physical Securities authenticated and delivered

hereunder.

Section 2.08.

Cancellation of Securities Paid, Converted, Etc. The Company shall cause all Securities surrendered for the purpose of

payment, repurchase, registration of transfer or exchange or conversion, if surrendered to any Person other than the Trustee (including

any of the Company’s agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for cancellation. All Securities delivered

to the Trustee shall be canceled promptly by it in accordance with its customary procedures upon receipt of the Company’s written

request in a Company Order to cancel such Securities. Except for any Securities surrendered for registration of transfer or exchange,

or as otherwise expressly permitted by any of the provisions of this Indenture, no Securities shall be authenticated in exchange for

any Securities surrendered to the Trustee for cancellation. The Trustee shall dispose of canceled Securities in accordance with its customary

procedures and, after such disposition, shall deliver a certificate 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 Securities 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 number as they appear on any Notes, notice or elsewhere and that

any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or

on such notice and that reliance may be placed only on the other identification numbers printed on the Securities. The Company shall

promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

Section 2.10.

Additional Securities; Repurchases. The Company may, without the consent of, or notice to, the Holders and notwithstanding

Section 2.01, reopen this Indenture and issue additional Securities hereunder with the same terms as the Securities initially issued

hereunder (other than differences in the issue date, issue price, interest accrued prior to the issue date of such additional Securities

and, if applicable, restrictions on transfer in respect of such additional Securities) in an unlimited aggregate principal amount; provided

that if any such additional Securities are not fungible with the Securities initially issued hereunder for U.S. federal income tax

law purposes, such additional Securities shall have one or more separate CUSIP numbers. The Securities issued under this Indenture and

any such additional Securities would rank equally and ratably and would be treated as a single series for all purposes under this Indenture

(except to the extent set forth in the immediately preceding sentence). Prior to the issuance of any such additional Securities, the

Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’

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 Securities

are surrendered to the Company), repurchase Securities in the open market or otherwise, whether by the Company or its Subsidiaries or

through a private or public tender or exchange offer or through counterparties pursuant to private agreements, including by cash-settled

swaps or other derivatives. The Company shall cause any Securities so repurchased (other than Securities repurchased pursuant to cash-settled

swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such

Securities shall no longer be considered outstanding under this Indenture upon their repurchase and cancellation.

Article 3

Satisfaction and Discharge

Section 3.01.

Satisfaction and Discharge. When (a) the Company shall deliver to the Security Registrar for cancellation all Securities

theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which

other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore

canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental

Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders,

as applicable, an amount of cash or the combination of cash and shares of Common Stock (or, if applicable, Reference Property), if any,

as the case may be (solely to settle amounts due with respect to outstanding conversions), sufficient to pay all amounts due on all of

such Securities (other than any Securities that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution

for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation,

including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Maturity

Date or upon an earlier Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from

a firm of nationally recognized independent certified accountants or other financial professionals, and if the Company shall also pay

or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except

as to (i) rights hereunder of Holders to receive all amounts owing upon the Securities and the other rights, duties and obligations

of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations

and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate

and an Opinion of Counsel and at the cost and expense of the Company, shall execute such instruments reasonably required by the Company

acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs

or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate

the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities.

Section 3.02.

Deposited Monies to Be Held in Trust by Trustee. Subject to Section 3.04 hereof, all monies and shares of Common Stock,

if any, deposited with the Trustee pursuant to Section 3.01 hereof shall be held in trust for the sole benefit of the Holders of

the Securities, and such monies and shares of Common Stock shall be applied by the Trustee to the payment, either directly or through

any Paying Agent (including the Company if acting as its own Paying Agent), to the Holders of the particular Securities for the payment

or settlement of which such monies or shares of Common Stock have been deposited with the Trustee, of all sums or amounts due and to

become due thereon for principal and interest, if any.

Section 3.03.

Paying Agent to Repay Monies Held. Upon the satisfaction and discharge of this Indenture, all monies and shares of Common

Stock, if any, then held by any Paying Agent (if other than the Trustee) shall, upon written request of the Company, be repaid to it

or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such monies and

shares of Common Stock.

Section 3.04.

Return of Unclaimed Monies. Subject to the requirements of applicable law, any monies and shares of Common Stock deposited

with or paid to the Trustee for payment of the principal of or interest, if any, on the Securities and not applied but remaining unclaimed

by the Holders of the Securities for two years after the date upon which the principal of or interest, if any, on such Securities, as

the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on demand, and all liability of the

Trustee shall thereupon cease with respect to such monies and shares of Common Stock; and the Holder shall thereafter look only to the

Company for any payment or delivery that such Holder may be entitled to collect unless an applicable abandoned property law designates

another person.

Section 3.05.

Reinstatement. If the Trustee or the Paying Agent is unable to apply any money or shares of Common Stock in accordance

with Section 3.02 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise

prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated

as though no deposit had occurred pursuant to Section 3.01 until such time as the Trustee or the Paying Agent is permitted to apply

all such money and shares of Common Stock in accordance with Section 3.02; provided, however, that if the Company

makes any payment of interest on, principal of or payment or delivery in respect of any Security following the reinstatement of its obligations,

the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or shares of Common

Stock, if any, held by the Trustee or Paying Agent.

Article 4

Particular Covenants of the Company

Section 4.01.

Payment of Principal and Interest. The Company covenants and agrees that it will cause to be paid the principal (including

the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, on each of the Securities at the

places, at the respective times and in the manner provided herein and in the Securities.

Section 4.02.

Maintenance of Office or Agency. The Company will maintain an office or agency where the Securities 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 Securities 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; provided

that the Trustee shall not be deemed an agent of the Company for service of legal process.

The Company may also from time to time designate

as co-Security Registrars one or more other offices or agencies where the Securities may be presented or surrendered for any or all such

purposes and may from time to time rescind such designations. 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, Security Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office or agency where

Securities 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 Securities and this Indenture may be served.

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 of, accrued and unpaid interest, if any, on, and the

Fundamental Change Repurchase Price for, the Securities in trust for the benefit of the holders of the Securities;

(ii) that

it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of, accrued and unpaid interest,

if any, on, or the Fundamental Change Repurchase Price for, the Securities 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 of, accrued and unpaid interest, if any, on, and Fundamental Change Repurchase Price for, the Securities, deposit with

the Paying Agent a sum sufficient to pay such principal, accrued and unpaid interest, or Fundamental Change Repurchase Price, as the

case may be, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee 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 10:00 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 of, accrued and unpaid interest,

if any, on, or Fundamental Change Repurchase Price for, the Securities, set aside, segregate and hold in trust for the benefit of the

holders of the Securities a sum sufficient to pay such principal, accrued and unpaid interest, if any, on or Fundamental Change Repurchase

Price, as the case may be, 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 of, accrued and unpaid interest on, or Fundamental Change Repurchase

Price for, the Securities 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 abandoned property 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 Fundamental Change Repurchase Price, if applicable) of, accrued

and unpaid interest on and the consideration due upon conversion of any Security and remaining unclaimed for two years after such principal

(including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and

payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company)

shall be discharged from such trust; and the Holder of such Security 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 6.01(i), the Trustee shall automatically be designated as the Paying Agent

for the Notes if the Trustee is not acting in such capacity 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 existence.

Section 4.06.

Rule 144A Information Requirement and Annual Reports; Additional Interest. (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 Securities 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 Securities or any shares of Common Stock issuable upon conversion of such Securities, the information required to be delivered

pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Securities or shares of Common Stock

pursuant to Rule 144A. The Company shall take such further action as any Holder or beneficial owner of such Securities may reasonably

request to the extent from time to time required to enable such Holder or beneficial owner to sell such Securities or shares of the Common

Stock in accordance with Rule 144A.

(b) The

Company shall file with the Trustee, within 15 days after it is required to file the same with the Commission (giving effect to any grace

period provided by Rule 12b-25 under the Exchange Act (or any successor rule)), copies of any documents or reports that the Company

is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Documents that the Company files

with the Commission via the EDGAR system will be deemed to be filed with the Trustee as of the time such documents are filed via EDGAR,

it being understood that the Trustee shall have no responsibility to determine if such filings have been made.

The “grace periods” referred to in

the preceding paragraph with respect to any report will include the maximum period afforded by Rule 12b-25 (or any successor rule thereto)

under the Exchange Act regardless of whether the Company files, or indicates in the related Form 12b-25 (or any successor form thereto)

that the Company expects to or will file, such report before the expiration of such maximum period.

of the reports and documents described in subsection (a) above to the Trustee is for informational purposes only, and the Trustee’s

receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information

contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled

to rely exclusively on Officers’ Certificates). The Trustee shall have no responsibility to determine if any such filings have

been made.

(d) If,

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

of any Security, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to

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

other than reports on Form 8-K), or the Securities are not otherwise Freely Tradable 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 Securities), the Company shall pay Additional Interest on

the Securities. The “grace periods” referred to in the preceding sentence with respect to any report will include the maximum

period afforded by Rule 12b-25 (or any successor rule thereto) under the Exchange Act regardless of whether the Company files,

or indicates in the related Form 12b-25 (or any successor form thereto) that the Company expects to or will file, such report before

the expiration of such maximum period. Additional Interest shall accrue on the Securities at a rate equal to 0.50% per annum of the principal

amount of the Securities outstanding for each day during such period for which the Company’s failure to file has occurred and is

continuing or the Securities are not otherwise Freely Tradable 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 Securities. 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 Securities”

shall not include, for the avoidance of doubt, the assignment of a restricted CUSIP to the Securities or the existence of the Restrictive

Securities Legend, in either case, during the six-month period described in this Section 4.06(d).

(e)            If,

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

the Securities are assigned a restricted CUSIP or the Securities are not otherwise Freely Tradable 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 Securities) as of the De-Legending Deadline Date for such

Security, the Company shall pay Additional Interest on such Security at a rate equal to 0.50% per annum of the principal amount of such

Security outstanding, until the Restrictive Securities Legend on such Security has been removed in accordance with Section 2.05(c),

such Security is assigned an unrestricted CUSIP and such Security is Freely Tradable 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 Securities.

Notwithstanding anything to the contrary, no Additional

Interest will accrue or be owed pursuant to the immediately preceding paragraph until the fifteenth (15th) Business Day following written

notification to the Company by the Trustee (at the direction of any Holder of such Security) or any Holder or beneficial owner of such

Security requesting that the Company comply with its obligations described in the immediately preceding paragraph (which notice may be

given at any time after the three-hundred and thirtieth (330th) day after the Last Original Issuance Date of such Security), it being

understood and agreed that in no event will Additional Interest accrue or be owed pursuant to the immediately preceding paragraph for

any period prior to the De-Legending Deadline Date of such Security.

(f)            Additional

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

(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 any Additional Interest set forth in Section 4.06(d) and Section 4.06(e),

together with any Additional Interest that may accrue under 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)            The

Company shall deliver to the Trustee, as soon as possible, and in any event within 30 days after the occurrence of any Default or Event

of Default, an Officers’ Certificate setting forth the details of such Default or Event of Default, its status and the action that

the Company proposes to take with respect thereto; provided, however, that the Company shall not be required to provide such Officers’

Certificate at any time after such Default or Event of Default is cured or waived.

(i)            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 Officers’ 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. The Company shall send notice to each Holder, the Trustee and the

Conversion Agent (if other than the Trustee) of the commencement and termination of any period in which Additional Interest accrues on

such Security. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee

may 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 Officers’ Certificate setting forth the particulars of such payment.

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 Securities 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 Officers’ Certificate stating

whether the signers thereof have knowledge of any Default or any Event of Default that occurred during the previous year and, if so,

specifying each such failure and the nature thereof.

Section 4.09.  Covenant

to Take Certain Actions. Before taking any action which would cause an adjustment to the Conversion Rate such that the

Conversion Price per share of Common Stock issuable upon conversion of the Securities would be less than the par value of the Common

Stock, the Company shall take all corporate actions that may, in the opinion of its counsel, be necessary so it may validly and

legally issue shares of Common Stock at such adjusted Conversion Rate.

Section 4.10.

Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments

and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

Article 5

Lists of Holders and Reports by the Company and the Trustee

Section 5.01.

Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually,

not more than 10 days after each December 15 and June 15 in each year beginning with December 15, 2026, and at such other

times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request (or such lesser time as

the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such

form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other

date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished,

except that no such list need be furnished so long as the Trustee is acting as Security 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 Security Registrar, if so acting. The Trustee may destroy any list furnished to it as

provided in Section 5.01 upon receipt of a new list so furnished.

Article 6

Defaults and Remedies

Section 6.01.

Events of Default. Each of the following events (and only the following events) shall be an “Event of Default”

wherever used with respect to the Securities:

(a)            default

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

(b)            default

in the payment of principal of any Security when due and payable on the Maturity Date, upon any required repurchase, upon declaration

of acceleration or otherwise;

by the Company to comply with its obligation to convert the Securities 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 a Fundamental Change Company Notice pursuant to Section 15.02(b) or notice of a transaction pursuant

to Section 14.01(b)(iii) or 14.01(b)(iv), in each case when due;

(e)            failure

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

(f)            failure

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

then outstanding has been received to comply with any of the Company’s other agreements contained in the Securities or this Indenture;

(g)            default

by the Company or any of its Significant Subsidiaries with respect to any mortgage, agreement or other instrument under which there may

be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50,000,000 (or its foreign

currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness exists on the

date hereof or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting

a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon

declaration of acceleration or otherwise;

(h)            the

Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking the liquidation, reorganization or

other relief with respect to the Company, any Significant Subsidiary or its or their 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, any Significant Subsidiary or any substantial part of the Company’s or any Significant Subsidiary’s 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;

(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 any Significant Subsidiary or its or their 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, any Significant Subsidiary or any substantial part of its or their property, and such involuntary case or other proceeding

shall remain undismissed and unstayed for a period of thirty consecutive days; or

(j)            a

final judgment or judgments for the payment of $100,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered

by insurance) in the aggregate rendered against the Company or any of its Significant Subsidiaries, which judgment is not discharged,

bonded, paid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal

has commenced, or (ii) the date on which all rights to appeal have been extinguished.

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 or a Significant Subsidiary), unless the principal of all of the Securities shall have already become due and

payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding determined

in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by the Holders), may (and the

Trustee, at the written request of such Holders, shall) declare the unpaid principal of, and accrued and unpaid interest, if any, 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 Securities to the contrary notwithstanding. For the avoidance of doubt, if such Event

of Default is not continuing at the time such notice is provided (that is, such Event of Default has been cured or waived as of such

time), then such notice will not be effective to cause such amounts to become due and payable immediately. If an Event of Default specified

in Section 6.01(h) or Section 6.01(i) with respect to the Company or a Significant Subsidiary occurs and is continuing,

then all unpaid principal amounts, and accrued and unpaid interest, if any, shall immediately become due and payable, without any action

by the Trustee or any Holder of Securities.

Section 6.03.

Additional Interest. Notwithstanding any provisions of this Indenture or in the Securities to the contrary, if the Company

so 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) (a “Reporting Event of Default”), will, after the occurrence of such an Event of Default,

consist exclusively of the right to receive Additional Interest on the Securities at a rate equal to (x) 0.25% per annum of the

principal amount of the Securities outstanding for the first 90 days during which such Event of Default has occurred and is continuing

beginning on, and including, the date on which such Event of Default first occurs and (y) 0.50% per annum of the principal amount

of the Securities outstanding for each day during the next 90-day period during which such Event of Default is continuing beginning on,

and including, the 91st day after such an Event of Default first occurs. 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 will be payable in the same manner and on the same dates as the stated interest payable

on the Securities. On the 181st day after such Reporting Event of Default (if the Reporting Event of Default is not cured or waived prior

to such 181st day), the Securities will be subject to acceleration pursuant to Section 6.02. The provisions of this paragraph will

not affect the rights of Holders of Securities in the event of the occurrence of any Event of Default that is not a Reporting Event of

Default. 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 Securities will be immediately subject

to acceleration as provided in Section 6.02.

In order to elect to pay Additional Interest as

the sole remedy during the first 180 days after the occurrence of any Reporting Event of Default, the Company must notify all Holders

of Securities, the Trustee and the Paying Agent of such election prior to the beginning of such 180-day period. Upon the Company’s

failure to timely give such notice, the Securities will 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 as set forth in 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, pursuant to Section 4.06(d) or Section 4.06(e), 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.

The Trustee shall not at any time be under any

duty or responsibility to any Holder to determine Additional Interest, or with respect to the nature, extent or calculations of the amount

of Additional Interest owed, or with respect to the method employed in such calculation of Additional Interest.

Section 6.04.

Waiver of Past Defaults. The Trustee may withhold notice to the Holders of Securities of any Default or Event of Default,

except a Default or Event of Default relating to the payment of principal or interest or the failure to deliver the consideration due

upon conversion, if it determines that withholding such notice is in the Holders’ interest. The Holders of a majority in principal

amount of the Securities may waive any Default or Event of Default and rescind any acceleration with respect to the Securities and its

consequences, except a continuing Default or Event of Default in the payment of principal or interest on the Securities or the failure

to deliver the consideration due upon conversion if (i) rescission would not conflict with any judgment or decree of a court of

competent jurisdiction and (ii) all existing Events of Default, other than the nonpayment of principal of and interest on the Securities

that have become due solely by such declaration of acceleration, have been cured or waived. Any such waiver shall cure such Default or

Event of Default.

Section 6.05.

Cure of Defaults; Ability to Cure or Waive Before Event of Default Occurs. For the avoidance of doubt, and without limiting

the manner in which any Default can be cured, (a) a Default consisting of a failure to send a notice in accordance with this Indenture

will be cured upon the sending of such notice; (b) a Default in making any payment on (or delivering any other consideration in

respect of) any Security will be cured upon the delivery, in accordance with this Indenture, of such payment (or other consideration)

together, if applicable, with Default Interest thereon; and (c) a Default that is or, after notice, passage of time or both, would

be a Reporting Event of Default will be cured upon the filing of the relevant report(s) giving rise to such Default; provided that

(x) the cure of any Event of Default shall not invalidate any acceleration of the Securities on account of such Event of Default

that was properly effected prior to the time that such Event of Default was cured and (y) the cure of any Reporting Event of Default

will not affect the Company’s obligation to pay any Additional Interest that accrues prior to the time of such cure. In addition,

for the avoidance of doubt, if a Default that is not an Event of Default is cured or waived before such Default would have constituted

an Event of Default, then no Event of Default will result from such Default.

Section 6.06.

Control by Majority. Subject to the proviso of this sentence, at any time, the Holders of a majority of the aggregate principal

amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available

to the Trustee or for exercising any trust or power conferred on the Trustee, with respect to the Securities, provided that:

(a)            the

Trustee may refuse to follow any direction that conflicts with law or this Indenture;

(b)            the

Trustee may take any other action deemed proper by it which is not inconsistent with such direction; and

Trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the Holders not involved

in the proceeding; provided that the Trustee shall have no affirmative duty to determine whether any action is unduly prejudicial to

such Holders.

Prior to taking any action hereunder, the Trustee

will be entitled to indemnification or security satisfactory to it against all losses and expenses caused by taking or not taking such

action.

Section 6.07.

Limitation on Suits. Except to enforce the right to receive payment of principal or interest when due, or the right to

receive payment or delivery of the consideration due upon Conversion, no Holder may pursue any remedy with respect to this Indenture

or the Securities unless:

(a)            such

Holder has previously given the Trustee written notice that an Event of Default has occurred and is continuing with respect to the Securities;

(b)            the

Holders of at least 25% of the aggregate principal amount of the outstanding Securities have requested the Trustee to pursue the remedy;

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

any loss, liability or expense;

(d)            the

Trustee has not complied with such request within 60 days after the receipt of the request and the offer of such security or indemnity;

and

(e)            the

Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction that, in the opinion of

the Trustee, is inconsistent with such request within such 60-day period.

A Holder may not use this Indenture to prejudice

the rights of any other Holder or to obtain a preference or priority over any other Holder, it being understood that the Trustee does

not have any affirmative duty to ascertain whether any usage of this Indenture by a Holder is unduly prejudicial to such other Holders.

Section 6.08.

Rights of Holders to Receive Payment and to Convert. Notwithstanding anything to the contrary elsewhere in this Indenture,

the right of any Holder to receive payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, interest

on, and the consideration due upon conversion of, its Securities, on or after the respective due date, or to bring suit for the enforcement

of any such payment or conversion rights, will not be impaired or affected without the consent of such Holder and will not be subject

to the requirements of Section 6.07 hereof.

Section 6.09.

Collection of Indebtedness; Suit for Enforcement by Trustee. If an Event of Default specified in Section 6.01(a),

6.01(b) or 6.01(c) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee

of an express trust against the Company for the whole amount of principal of, interest on, Fundamental Change Repurchase Price for, and

the amount of cash or the combination of cash and shares of Common Stock, if any, as the case may be, due upon the conversion of, the

Securities, as the case may be, and such further amount as is sufficient to cover the costs and expenses of collection, including the

reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, as well as any other amounts that

may be due under Section 7.06 of this Indenture.

Section 6.10.

Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture

or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof

in any proceeding relating thereto, and any such 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 in respect of which such judgment has

been recovered.

Section 6.11.

Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents

as may be necessary or advisable to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the

Company, its creditors or its property and, unless prohibited by law or applicable regulations, will be entitled to collect, receive

and distribute any money or other property payable or deliverable on any such claims, and any custodian in any such judicial proceeding

is hereby authorized by each Holder to make such payments to the Trustee, and, in the event that the Trustee consents to the making of

such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements

and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 of this Indenture.

To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,

and any other amounts due the Trustee under Section 7.06 of this Indenture out of the estate in any such proceeding, will be denied

for any reason, payment of the same will be secured by a lien on, and is paid out of, any and all distributions, dividends, money, securities

and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization

or arrangement or otherwise. Nothing herein contained will be deemed to authorize the Trustee to authorize or consent to, or to accept

or to adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the

rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.12.

Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or

remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to

the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee

and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies

of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.13.

Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,

lost or stolen Securities in Section 2.06 of this Indenture, no right or remedy herein conferred upon or reserved to the Trustee

or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted

by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity

or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion

or employment of any other appropriate right or remedy.

Section 6.14.

Delay or Omission Not a Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing

upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence

therein. Every right 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 may be deemed expedient by the Trustee (subject to the limitations contained in this Indenture) or by the Holders,

as the case may be.

Section 6.15.

Priorities. If the Trustee collects any money or property pursuant to this Article 6, it will pay out the money in

the following order:

FIRST:

to the Trustee (in each of its capacities hereunder), its agents and attorneys for amounts due under Section 7.06 of this Indenture,

including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses

of collection;

SECOND:

to the Holders, for any amounts due and unpaid on the principal of, accrued and unpaid interest on, Fundamental Change Repurchase Price

for, and any cash due upon conversion of, any Security, without preference or priority of any kind, according to such amounts due and

payable on all of the Securities; and

THIRD:

the balance, if any, to the Company or to such other party as a court of competent jurisdiction directs.

The Trustee may fix a record date and payment

date for any payment to the Holders pursuant to this Section 6.15. If the Trustee so fixes a record date and a payment date, at

least 15 days prior to such record date, the Company will deliver to each Holder and the Trustee a written notice, which notice will

state such record date, such payment date and the amount of such payment.

Section 6.16.

Undertaking for Costs. All parties to this Indenture agree, and each Holder, by such Holder’s acceptance of a Security,

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, 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, however, that the provisions of this Section 6.16 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 aggregate

principal amount of the Securities then outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the

principal of, accrued and unpaid interest, if any, on, or Fundamental Change Repurchase Price for, any Security on or after the due date

expressed or provided for in this Indenture or to any suit for the enforcement of the right to convert any Security in accordance with

the provisions of Article 14 hereof.

Section 6.17.

Waiver of Stay, Extension and Usury Laws. The Company covenants that, to the extent that it may lawfully do so, it will

not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury

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

the Company, to the extent that 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

instead suffer and permit the execution of every such power as though no such law has been enacted.

Section 6.18.

Notices from the Trustee. Whenever a Default occurs and is continuing and is actually known to a Responsible Officer of

the Trustee, the Trustee must deliver notice of such Default to the Holders within 90 days after receipt of such notice. Except in the

case of a Default in the payment of the principal of, interest on, or Fundamental Change Repurchase Price for, any Security or of a Default

in the payment or delivery, as the case may be, of the consideration due upon conversion of a Security, the Trustee shall be protected

in withholding such notice if and so long as the Trustee in good faith determine that the withholding of such notice is in the interests

of the Holders. For the avoidance of doubt, the Trustee will not be required to deliver such notice at any time after such Default or

Event of Default is cured or waived.

Article 7

Concerning the Trustee

Section 7.01.

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

or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically

set forth in this Indenture. In the event an Event of Default has occurred and is continuing and is actually known to a Responsible Officer

of the Trustee, 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 under this Indenture, the Trustee will be under no obligation

to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have

offered, and, if requested, provided to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or

expense that might be incurred by it in compliance with such request or direction.

No provision of this Indenture shall be construed

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

misconduct, except that:

(a)            prior

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

(i)            the

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

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

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

(ii)            in

the absence of bad faith or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the

statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming

to the requirements of this Indenture; but, in the case of any such certificates or opinions that by any provisions hereof are specifically

required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform

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

stated therein);

(b)            the

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

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

Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights

or powers conferred upon it by the Indenture;

(d)            the

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

of the Holders of not less than a majority of the aggregate principal amount of the Securities 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;

(e)            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;

(f)            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-Security Registrar with respect

to the Securities;

(g)            if

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

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

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

(h)            in

the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing

trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon

or for losses 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, Security Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or

transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to

such Custodian, Security Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent.

None of the provisions contained in this Indenture

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

its duties or in the exercise of any of its rights or powers.

Section 7.02.

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

(a)            the

Trustee and Agents may conclusively rely and shall be fully protected in 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 Officers’ Certificate

(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee

by a copy thereof certified by the Secretary or an Assistant Secretary of the Company. The Trustee will not be liable for any action

it takes or omits to take in good faith reliance on such Officers’ Certificate;

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;

(d)            the

Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, 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;

(e)            the

Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians,

nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian,

nominee or attorney appointed by it with due care hereunder;

(f)            the

rights, privileges, protections, immunities and benefits given to the Trustee, 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 (including the Agents), Custodian and

other Person employed to act hereunder;

(g)            the

Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;

(h)            the

Trustee may request that the Company deliver a certificate setting forth the names of an individuals and/or titles of officers authorized

at such time to take specified actions pursuant to this Indenture (i.e., an incumbency certificate)

(i)            the

Trustee shall not be responsible for monitoring the performance or actions of other Persons, including the Company;

(j)            the

Trustee is not obligated to follow any instruction of the Holders that is contrary to this Indenture, the Notes or applicable law;

(k)            the

permissive rights of the Trustee enumerated herein shall not be construed as duties; and

(l)            the

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

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

agent of the Company from time to time as directed by the Company.

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 other than any such loss

or damage. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Securities, 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 given to the Trustee at its Corporate Trust Office by the Company or by any Holder, and such

notice references the Note and this Indenture and states that it is a notice of Default or Event of Default of the Securities.

Section 7.03.

No Responsibility for Recitals, Etc. The recitals contained herein and in the Securities (except in the Trustee’s

certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness

of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee

shall not be accountable for the use or application by the Company of any Securities or the proceeds of any Securities authenticated

and delivered by the Trustee in conformity with the provisions of this Indenture.

Section 7.04.

Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Security Registrar May Own Securities. The Trustee,

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

in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were

not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Security Registrar.

Section 7.05.

Monies and Shares of Common Stock to Be Held in Trust. All monies and shares of Common Stock received by the Trustee shall,

until used or applied as herein provided, be held in trust for the purposes for which they were received. Money and shares of Common

Stock held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee

shall be under no liability for interest on any money or shares of Common Stock received by it hereunder except as may be agreed from

time to time by the Company and the Trustee.

Section 7.06.

Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the

Trustee shall receive, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any

provision of law in regard to the compensation of a trustee of an express trust) as 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 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 order of a court of competent jurisdiction and arising out of or in connection with

the acceptance or administration of this Indenture or in any other capacity hereunder, including the costs and expenses of defending

themselves against any claim of liability in the premises and the enforcement of this Section 7.06. 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 and claim to which the Securities are hereby made subordinate on all money or property held

or collected by the Trustee, except, subject to the effect of Section 6.15, funds held in trust herewith for the benefit of the

Holders of particular Securities. 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.

Officers’ Certificate as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration

of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to

taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may,

in the absence of gross negligence or willful misconduct, on the part of the Trustee, be deemed to be conclusively proved and established

by an Officers’ Certificate delivered to the Trustee, and such Officers’ Certificate, in the absence of gross negligence

or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the

provisions of this Indenture upon the faith thereof.

Section 7.08.

Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant

to the Trust Indenture Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and surplus

of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any

supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed

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

cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect

hereinafter specified in this Article.

Section 7.09.

Resignation or Removal of Trustee. (a) The Trustee may at any time resign by giving 30 days’ prior written notice

of such resignation to the Company and by delivering notice thereof to the Holders. Upon receiving such notice of resignation, the Company

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

of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall

have been so appointed and have accepted appointment within 45 days after the giving of such notice of resignation to the Holders, the

resigning Trustee may, upon ten Business Days’ notice to the Company and the Holders, petition any court of competent jurisdiction

for the appointment of a successor trustee, or any Holder who has been a bona fide holder of a Security or Securities for at least six

months (or since the date of this Indenture) may, subject to the provisions of Section 6.16, on behalf of himself or herself and

all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such

notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b)            In

case at any time any of the following shall occur:

(i)            the

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

therefor by the Company or by any such Holder, or

(ii)            the

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

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

rehabilitation, conservation or liquidation,

then, in either case, the Company may

by a Board Resolution remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the

Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee,

or, subject to the provisions of Section 6.16, any Holder who has been a bona fide holder of a Security or Securities 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 Securities at the time outstanding, as determined in accordance with Section 8.04,

may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless within

ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee so removed or any Holder,

upon the terms and conditions and otherwise as in Section 7.09(a) provided, may petition any court of competent jurisdiction

for an appointment of a successor trustee.

(d)            Any

resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 7.09

shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.10.

Section 7.10.

Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 7.09 shall execute, acknowledge

and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation

or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance,

shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally

named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to

act shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument

transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor

trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such

successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a senior lien and claim to which

the Securities 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 Securities, to secure any amounts then due it pursuant to the provisions of Section 7.06.

No successor trustee shall accept appointment

as provided in this Section 7.10 unless at the time of such acceptance such successor trustee shall be eligible under the provisions

of Section 7.08.

Upon acceptance of appointment by a successor

trustee as provided in this Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense

of the Company shall deliver or cause to be delivered notice of the succession of such trustee hereunder to the Holders. If the Company

fails to deliver such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause

such notice to be delivered at the expense of the Company.

Section 7.11.

Succession by Merger, Etc. Any corporation or other entity into which the Trustee may be merged or converted or with which

it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Trustee

shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee

(including the administration of this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of

any paper or any further act on the part of any of the parties hereto; provided that in the case of any corporation or other entity

succeeding to all or substantially all of the corporate trust business of the Trustee such corporation or other entity shall be eligible

under the provisions of Section 7.08.

In case at the time such successor to the Trustee

shall succeed to the trusts created by this Indenture, any of the Securities 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 Securities so authenticated; and in case at that time any of the Securities shall not have

been authenticated, any successor to the Trustee or an authenticating agent appointed by such successor trustee may authenticate such

Securities 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 Securities 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 Securities in the name of any predecessor trustee shall apply only to its successor or successors by merger, conversion

or consolidation.

Section 7.12.

Trustee’s Application for Instructions from the Company. Any application by the Trustee for written instructions

from the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights

of the Holders of the Securities under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to

be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission

shall be effective. The Trustee shall not be liable to the Company for any action taken by, or omission of, the Trustee in accordance

with a proposal included in such application on or after the date specified in such application (which date shall not be less than three

Business Days after the date any officer that the Company has indicated to the Trustee should receive such application actually receives

such application, unless any such officer shall have consented in writing to any earlier date), unless, prior to taking any such action

(or the effective date in the case of any omission), the Trustee shall have received written instructions in accordance with this Indenture

in response to such application specifying the action to be taken or omitted.

Article 8

Concerning the Holders

Section 8.01.

Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate

principal amount of the Securities 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 Securities, 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 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 Securities shall be proved by the Security Register or by a certificate of the Security 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 Security Registrar may deem the Person in whose name a Security shall be registered upon the Security Register to be, and may

treat it as, the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership

or other writing thereon made by any Person other than the Company or any Security Registrar) for the purpose of receiving payment of

or on account of the principal (including any Fundamental Change Repurchase Price) of and (subject to Section 2.03) accrued and

unpaid interest on such Security, for conversion of such Security and for all other purposes; and neither the Company nor the Trustee

nor any Paying Agent nor any Conversion Agent nor any Security Registrar shall be affected by any notice to the contrary. The sole registered

holder of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder for the time being,

or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual to satisfy

and discharge the liability for monies payable or shares deliverable upon any such Security. Notwithstanding anything to the contrary

in this Indenture or the Securities following an Event of Default, any holder of a beneficial interest in a Global Security 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 Security in certificated form in accordance with the provisions

of this Indenture.

Section 8.04.

Company-Owned Securities Disregarded. In determining whether the Holders of the requisite aggregate principal amount of

Securities have concurred in any direction, consent, waiver or other action under this Indenture, Securities 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 Securities that a Responsible Officer knows are so owned shall

be so disregarded. Securities 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 Securities

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 Officers’ Certificate listing and identifying all

Securities, 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 Officers’ Certificate as conclusive evidence of the facts therein

set forth and of the fact that all Securities 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 Securities

specified in this Indenture in connection with such action, any Holder of a Security that is shown by the evidence to be included in

the Securities 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 Security. Except as aforesaid,

any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and

owners of such Security and of any Securities issued in exchange or substitution therefor or upon registration of transfer thereof, irrespective

of whether any notation in regard thereto is made upon such Security or any Security issued in exchange or substitution therefor or upon

registration of transfer thereof.

Article 9

Holders’ Meetings

Section 9.01.

Purpose of Meetings. A meeting of Holders may be called at any time and from time to time pursuant to the provisions of

this Article 9 for any of the following purposes:

(a)            to

give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to consent

to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this Indenture) and its consequences, or

to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article 6;

(b)            to

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

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

(d)            to

take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Securities

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 Securities. 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 Securities then outstanding are present in person or by proxy or if notice is waived before or after the

meeting by the Holders of all Securities 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 Securities 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 Securities 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 Securities 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 Securities 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 Securities 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 Securities held

or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any

Security 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 Securities 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 Securities 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 Securities 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 Securities 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 Securities.

Article 10

Supplemental Indentures

Section 10.01.

Supplemental Indentures Without Consent of Holders. The Company, when authorized by the resolutions of the Board of Directors

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 or amend the Securities for one or more of the following purposes, to:

(a)            cure

any ambiguity, omission, defect or inconsistency under this Indenture or the Securities;

(b)            provide

for the assumption by a Successor Entity of the Company’s obligations under this Indenture as set forth in Article 11;

guarantees with respect to the Securities;

(d)            secure

the Securities;

(e)            add

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

(f)            make

any change that does not adversely affect the rights of any Holder;

(g)            in

connection with any Common Stock Change Event, provide that the Securities are convertible in the manner described in Section 14.07

and make such related changes to the terms of the Securities to the extent expressly required by Section 14.07;

(h)            provide

for the issuance of additional Securities pursuant to Section 2.10;

(i)            conform

the provisions of this Indenture or the Securities to the “Description of notes” section of the Offering Memorandum;

(j)            comply

with the rules of any applicable Depositary so long as such amendment does not adversely affect the rights of any Holder in any

material respect;

(k)            irrevocably

elect or eliminate a Settlement Method or a Specified Dollar Amount; provided, however, that (i) no such election or elimination

shall affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Security pursuant to the provisions

of Article 14 and (ii) in no event may the Company elect (whether directly or by eliminating all other Settlement Methods)

Combination Settlement with a Specified Dollar Amount that is less than $1,000 per $1,000 principal amount of Securities; or

(l)            increase

the Conversion Rate as provided in this Indenture.

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, 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 notice to or the consent of the Holders of any of the

Securities 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 Securities 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, Securities),

the Company, when authorized by the resolutions of the Board of Directors 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 or any supplemental indenture or of modifying in any manner the

rights of the Holders under this Indenture; provided, however, that, without the consent of each Holder of an outstanding

Security affected, no such supplemental indenture shall:

(a)            reduce

the principal amount of Securities whose Holders must consent to an amendment;

(b)            reduce

the rate of or extend the stated time for payment of interest, including Additional Interest, on any Security;

the principal of, or any premium on, or extend the stated maturity of any Security;

(d)            make

any change that adversely affects the conversion rights of any Securities;

(e)            reduce

the Fundamental Change Repurchase Price of any Security 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 of the covenants, definitions or otherwise;

(f)            make

any Security payable in money, or at a place of payment, other than that stated in the Security;

(g)            change

the ranking of the Securities; or

(h)            impair

the right of any Holder to receive payment of principal and interest on such Holder’s Securities on or after the due dates therefor

or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities.

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 mail 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 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 Securities. Securities 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 Company and the

Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Securities

so modified as to conform, in the opinion of the Trustee and the Board of Directors, 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 Securities

then outstanding, upon surrender of such Securities 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 Officers’ 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.

Article 11

Consolidation, Merger, Sale, Conveyance and Lease

Section 11.01.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall

not consolidate with, or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets

to, another Person (a “Business Combination Event”), unless:

(a)            the

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

Entity, the “Successor Entity”) duly organized and existing under the laws of the United States of America, any State

thereof or the District of Columbia, and the Successor Entity (if not the Company) expressly assumes, by a supplemental indenture, executed

and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities

and this Indenture; and

(b)            immediately

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

Indenture.

Upon any Business Combination Event, the Successor

Entity (if not the Company) shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this

Indenture, except in the case of a lease of all or substantially all of the Company’s assets, and the Company shall be discharged

from its obligations under the Securities and this Indenture except in the case of such lease of all or substantially all of its assets.

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 direct or indirect 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 direct or indirect Subsidiaries, taken as a whole, to another Person.

Notwithstanding anything to the contrary, the

provisions of this Article 11 shall not apply to any transfer of assets between or among the Company and any one or more of its

wholly owned Subsidiaries. For the avoidance of doubt, in the case of any such transfer, the transferee shall not succeed to, and the

Company shall not be discharged from, its obligations under the Securities or this Indenture.

Section 11.02.

Successor Entity to Be Substituted. In case of any Business Combination Event and upon the assumption by the Successor

Entity, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual

payment of the principal of and accrued and unpaid interest on all of the Securities, the due and punctual delivery or payment, as the

case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants

and conditions of this Indenture to be performed by the Company, such Successor Entity (if not the Company) shall succeed to and, except

in the case of a lease of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken

as a whole, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part.

Such Successor Entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all

of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon

the order of such Successor Entity instead of the Company and subject to all the terms, conditions and limitations in this Indenture

prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that previously

shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities that such Successor

Entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects

have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms

of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In the event of any such Business

Combination Event (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company”

in the first paragraph of this 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 Securities and from its obligations under this Indenture and the Securities.

In case of any such Business Combination Event,

such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Section 11.03.

Opinion of Counsel to Be Given to Trustee. If the Successor Entity is not the Company, no such Business Combination Event

shall be effective unless the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel certifying that any

such Business Combination Event and any such assumption and, if a supplemental indenture is required in connection with such Business

Combination Event, such supplemental indenture complies with this Article 11.

Article 12

Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01.

Indenture and Securities Solely Corporate Obligations. No recourse for the payment of the principal of or accrued and unpaid

interest on any Security, 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 Security, nor because of the creation

of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, Officer or director or

Subsidiary, as such, past, present or future, of the Company or of any successor entity, either directly or through the Company or any

successor entity, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty

or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as

a consideration for, the execution of this Indenture and the issue of the Securities.

Article 13

[Intentionally Omitted]

Article 14

Conversion of Securities

Section 14.01.

Right to Convert. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have

the right, at such Holder’s option, to convert its Securities, or any portion of its Securities such that the principal amount

that remains outstanding of each Security that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof,

into the Settlement Amount determined in accordance with Section 14.03(a) hereof, (x) prior to the Close of Business on

the Business Day immediately preceding April 1, 2029, only upon satisfaction of one or more of the conditions described in Section 14.01(b) hereof,

and (y) on or after April 1, 2029, at any time prior to the Close of Business on the second Scheduled Trading Day immediately

preceding the Maturity Date.

(b)            (i) Prior

to the Close of Business on the Business Day immediately preceding April 1, 2029, a Holder may surrender its Securities 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 110% of the Conversion Price in effect on each applicable Trading Day.

(ii)            Prior

to the Close of Business on the Business Day immediately preceding April 1, 2029, a Holder may surrender all or any portion of its

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

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

of at least $1,000,000 principal amount of Securities in accordance with the procedures set forth in this subsection 14.01(b)(ii), for

each Trading Day of such Measurement Period was less than 98% of the product of (1) the Last Reported Sale Price of the Common Stock

on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. The Trading Prices shall be determined by the Bid

Solicitation Agent pursuant to this subsection 14.01(b)(ii) and the definition of “Trading Price” set forth in this

Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent

nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate

contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading

Price per $1,000 principal amount of Securities unless the Company has requested such determination; and the Company shall have no obligation

to make such request (or, if the Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading

Price of the Securities) unless a Holder of at least $1,000,000 principal amount of Securities provides the Company with reasonable evidence

that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (1) the Last Reported

Sale Price of the Common Stock on such Trading Day and (2) the Conversion Rate in effect on such Trading Day. At such time, the

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

Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading Day

and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than

or equal to 98% of the product of (1) the Last Reported Sale Price of the Common Stock on such Trading Day and (2) the Conversion

Rate in effect on such Trading Day. At such time as the Company directs the Bid Solicitation Agent (if other than the Company) in writing

to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent

nationally recognized securities dealers selected by the Company, and the Company will direct those securities dealers to provide bids

to the Bid Solicitation Agent in accordance with the definition of “Trading Price.” Whenever the condition to conversion

set forth in this subsection 14.01(b)(ii) has been met, but was not met on the immediately preceding Trading Day, the Company will

so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the condition to conversion

set forth in this subsection 14.01(b)(ii) has been met, the condition to conversion set forth in this subsection 14.01(b)(ii) ceases

to be met, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) promptly after such

condition ceases to be met. The Company will initially act as Bid Solicitation Agent.

(iii)            If,

prior to the Close of Business on the Business Day immediately preceding April 1, 2029, the Company elects to:

(A)            issue

to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than

45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per

share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending

on, and including, the Trading Day immediately preceding the date of announcement of such issuance (taking into account any consideration

received by the Company as described in Section 14.04(b)); or

(B)            distribute

to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase the Company’s

securities, which distribution has a per-share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported

Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution,

then, in either case, the Company must deliver notice of

such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders, the Trustee and the Conversion

Agent (if other than the Trustee) at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution.

Once the Company has given such notice, Holders may surrender all or any portion of their Securities 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 issuance or distribution

and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not

otherwise convertible at such time; provided, however, that Holders shall not have the right to convert their Securities pursuant to

this subsection 14.01(b)(iii) if the Company provides that Holders shall participate, at the same time and upon the same terms,

as holders of the Common Stock in any of the transactions described above without having to convert their Securities as if they held

a number of shares of the Common Stock equal to the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend

Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder

on the Ex-Dividend Date for such issuance or distribution.

(iv)            If

(A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately

preceding April 1, 2029, regardless of whether a Holder has the right to require the Company to repurchase the Securities as described

under Article 15, or (B) the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of

all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation

that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), in each case, pursuant to which the Common

Stock would be converted into cash, securities or other assets, then all or any portion of a Holder’s Securities may be surrendered

for conversion at any time from or after the effective date of the transaction or event until 35 Trading Days after such effective date

or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the related

Fundamental Change Repurchase Date. The Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)

no later than the effective date of such transaction or event.

any other provision of the Securities or this Indenture, no Holder of Securities will be entitled to receive Common Stock following conversion

of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained

in the Company’s charter.

(d)            If

any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is not made, in whole or in part, as a result of

the limitations described in Section 14.01(c), the Company’s obligation to make such delivery shall not be extinguished and

the Company shall deliver such shares as promptly as practicable after any such converting Holder gives notice to the Company that such

delivery would not result in it exceeding the ownership limitations in the Company’s charter.

Section 14.02.

Conversion Procedures.

(a)            Each

Security shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures

of the Depositary.

(b)            To

exercise the conversion privilege with respect to a beneficial interest in a Global Security, the Holder must comply with the Applicable

Procedures of the Depositary in effect at that time, and pay the funds, if any, required by Section 14.02(f), and the Conversion

Agent must be informed of the conversion in accordance with the Applicable Procedures of the Depositary.

To exercise the conversion privilege with respect

to any Physical Securities, the Holder of such Physical Securities shall:

(i)            complete

and manually sign a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”)

or a facsimile of the Conversion Notice;

(ii)            deliver

the Conversion Notice, which is irrevocable, and the Security to the Conversion Agent;

(iii)            if

required, furnish appropriate endorsements and transfer documents; and

(iv)            if

required, make any payment required under Section 14.02(f).

If, upon conversion of a Security, any shares of Common Stock are

to be issued to a Person other than the Holder of such Security, the related Conversion Notice shall include such other Person’s

name and address.

If a Security is subject to a Fundamental Change

Repurchase Notice, such Security may not be converted unless such Fundamental Change Repurchase Notice is withdrawn in accordance with

Section 15.04 hereof prior to the relevant Fundamental Change Expiration Time. If a Holder submits its Securities for repurchase

pursuant to a Fundamental Change Repurchase Notice, such Holder’s right to withdraw the Fundamental Change Repurchase Notice and

convert the Securities that are subject to repurchase shall terminate at the Close of Business on the Business Day immediately preceding

the relevant Fundamental Change Repurchase Date.

For any Security, the first Business Day on which

the Holder of such Security satisfies all of the applicable requirements set forth above with respect to such Security and on which conversion

of such Security is not otherwise prohibited under this Indenture shall be the “Conversion Date” with respect to such

Security.

Each conversion shall be deemed to have been effected

as to any such Securities (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date;

provided, however, that the Person in whose name the certificate for any shares of Common Stock delivered upon conversion

is registered shall be treated as a stockholder of record as of the Close of Business on the last Trading Day of the applicable Observation

Period except to the extent required by Section 14.04 hereof. At the Close of Business on the Conversion Date for a Security, the

converting Holder shall no longer be the Holder of such Security.

Any Securities surrendered for conversion shall, unless shares of Common Stock issuable on conversion are to be issued in the same name

as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the

Company duly executed by, the Holder or its duly authorized attorney.

(d)            Physical

Securities. If any Physical Securities in a denomination greater than $1,000 shall be surrendered for partial conversion, the Company

shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge, new Securities

in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities.

(e)            Global

Securities. Upon the conversion of a beneficial interest in Global Securities, the Conversion Agent shall make a notation in its

records as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions

of Securities effected through any Conversion Agent other than the Trustee.

(f)            Interest

Due Upon Conversion. If a Holder converts a Security after the Close of Business on a Regular Record Date but prior to the Open of

Business on the Interest Payment Date corresponding to such Regular Record Date, such Holder must accompany such Security with an amount

of cash equal to the amount of interest payable on such Security on the corresponding Interest Payment Date (regardless of whether the

converting Holder was the Holder of record on the corresponding Regular Record Date); provided, however, that a Holder need not make

such payment (1) if the Conversion Date follows the Regular Record Date immediately preceding the Maturity Date; (2) if the

Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately

following the corresponding Interest Payment Date; or (3) to the extent of any overdue interest, if any overdue interest exists

at the time of conversion with respect to such Security.

(g)            Taxes

Due upon Conversion. If a Holder converts a Security, the Company will pay any documentary, stamp or similar issue or transfer tax

due on the issue of any shares of the Common Stock upon the conversion, unless the tax is due because the Holder requests that any shares

be issued in a name other than the Holder’s name, in which case the Holder will pay that tax.

Section 14.03.

Settlement Upon Conversion.

(a)            Settlement

Amount. Subject to Section 14.01(c), Section 14.01(d), this Section 14.03 and Section 14.06(b), if a Holder converts

a Security, the Company shall pay, or pay and deliver to such Holder, as applicable, in respect of each $1,000 principal amount of Securities

being converted, solely cash or a combination of cash and Common Stock (the “Settlement Amount”), at the Company’s

election, as set forth in this Section 14.03.

(i)            The

Company shall pay, or pay and deliver, as applicable, the Settlement Amount on the second Business Day immediately following the last

Trading Day of the Observation Period.

(ii)            All

conversions for which the relevant Conversion Date occurs on or after April 1, 2029 will be settled using the same Settlement Method.

(iii)            Except

for any conversions for which the relevant Conversion Date occurs on or after April 1, 2029, the Company will use the same Settlement

Method for all conversions with the same Conversion Date, but the Company will not have any obligation to use the same Settlement Method

with respect to conversions with different Conversion Dates.

(iv)            With

respect to each Conversion Date occurring prior to April 1, 2029, the Company shall deliver a notice (each, a “Settlement

Notice”) of the relevant Settlement Method to the Holders, the Trustee and the Conversion Agent not later than the Close of

Business on the Trading Day immediately following the related Conversion Date (or in the case of any conversions for which the relevant

Conversion Date occurs on or after April 1, 2029, no later than the Open of Business on April 1, 2029). Each such Settlement

Notice shall specify whether the Company shall satisfy its conversion obligation by (i) paying solely cash (“Cash Settlement”)

or (ii) paying and delivering, as applicable, a combination of cash and shares of Common Stock (“Combination Settlement”).

In the case of an election that provides for Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar

Amount. If the Company does not deliver a Settlement Notice within the time periods specified above, or if the Company provides a Settlement

Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified

Dollar Amount, the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000.

By notice to the Holders, the Trustee and the Conversion

Agent (if other than the Trustee), the Company may, prior to April 1, 2029, at its option, irrevocably elect a Settlement Method

and/or a Specified Dollar Amount (or a minimum Specified Dollar Amount or range of Specified Dollar Amounts), or eliminate its right

to elect a Settlement Method, for all Conversion Dates occurring subsequent to delivery of such notice; provided, however, that

no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Security

pursuant to this Indenture, and in no event may the Company elect (whether directly or by eliminating all other Settlement Methods) Combination

Settlement with a Specified Dollar Amount that is less than $1,000 per $1,000 principal amount of Securities. For the avoidance of doubt,

such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Securities, including pursuant

to Section 10.01(k) hereof; provided, that, the Company may nonetheless choose to execute such an amendment at its option.

Should the Company irrevocably elect a Settlement Method and/or a Specified Dollar Amount (or a minimum Specified Dollar Amount or range

of Specified Dollar Amounts), or eliminate its right to elect a Settlement Method, pursuant to the terms of this Section 14.03(a)(iv),

then, concurrently with providing notice to Holders of such change or election, the Company shall post notice of such election 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.

(v)            The

Settlement Amount in respect of any conversion shall be computed as follows:

(A)            if

the Company elects (or is deemed to have elected) Cash Settlement, the Company shall pay to the converting Holder in respect of each

$1,000 principal amount of Securities being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the

40 consecutive Trading Days during the related Observation Period; and

(B)            if

the Company elects (or is deemed to have elected) Combination Settlement, the Company shall pay, or pay and deliver, as the case may

be, to the converting Holder in respect of each $1,000 principal amount of Securities being converted, a Settlement Amount equal to the

sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the related Observation Period.

(vi)            The

“Daily Settlement Amount” for each of the 40 consecutive Trading Days of the applicable Observation Period, will consist

of:

(A)            cash

equal to the lesser of (i) the maximum cash amount (excluding cash in lieu of any fractional share) per $1,000 principal amount

of Securities to be received upon conversion as specified in the Settlement Notice (or deemed specified as set forth above) (the “Specified

Dollar Amount”), if any, divided by 40 (such quotient being referred to as the “Daily Measurement Value”)

and (ii) the Daily Conversion Value for such Trading Day; and

(B)            if

the Daily Conversion Value for such Trading Day exceeds the Daily Measurement Value for such Trading Day, 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.

For the avoidance of doubt, in no event

will the Specified Dollar Amount per Security be less than $1,000 per $1,000 principal amount of such Security.

(vii)            The

Settlement Amount or Daily Conversion Values shall be determined by the Company promptly following the last day of the Observation Period.

Promptly after such determination, the Company shall notify the Trustee and the Conversion Agent of the Daily Settlement Amounts or the

Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of fractional shares of Common Stock. The Trustee

and the Conversion Agent shall be entitled to rely exclusively on the notice given by the Company and shall have no responsibility for

any such determination.

(b)            Fractional

Shares. Notwithstanding the foregoing, the Company will not issue fractional shares of Common Stock with respect to any converted

Security in respect of which shares of Common Stock are deliverable. Instead, if any such shares of Common Stock includes a fraction

of a share of Common Stock, the Company will, in lieu of delivering such fraction of a share of Common Stock, pay an amount of cash equal

to the product of (i) such fraction of a share and (ii) the Daily VWAP on the last Trading Day of the applicable Observation

Period, subject to the following paragraph.

If a Holder surrenders more than one Security

for conversion on a single Conversion Date, the Company will calculate the amount of cash and the number of shares of Common Stock due

with respect to such Securities as if such Holder had surrendered for conversion one Security having an aggregate principal amount equal

to the sum of the principal amounts of each of the Securities surrendered for conversion by such Holder on such Conversion Date.

of Accrued Interest and Deemed Payment of Principal. Subject to Section 14.02(f), if a Holder converts a Security, the Company

will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Security and the Company’s delivery

of the amount of cash and the number of shares of Common Stock, if any, into which a Security is convertible will be deemed to satisfy

and discharge in full the Company’s obligation to pay the principal of, and accrued and unpaid interest, if any, on, such Security

to, but excluding, the Conversion Date; provided, however, that if a Holder converts a Security after the Close of Business

on a Regular Record Date and prior to the Open of Business on the corresponding Interest Payment Date, the Company will still be obligated

to pay the interest due on such Interest Payment Date to the Holder of such Security at the Close of Business on such Regular Record

Date. As a result of the foregoing, and Section 14.02(f), the Company will pay accrued and unpaid interest on the Maturity Date

on all Securities converted after the Regular Record Date immediately preceding the Maturity Date to the holders of record of such Securities

as of the Close of Business on such Regular Record Date, and converting Holders will not be required to pay the Company equivalent amounts.

As a result, except as otherwise provided in the

proviso to the first sentence of the immediately preceding paragraph, any accrued and unpaid interest with respect to a converted Security

will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, except as otherwise provided in the

proviso to the first sentence of the immediately preceding paragraph, if the Settlement Amount for any Security includes both cash and

shares of the Common Stock, accrued and unpaid interest will be deemed to be paid first out of the amount of cash delivered upon such

conversion. Except as otherwise provided herein, in no event will a Holder be entitled to receive any dividend or other distribution

with respect to any Common Stock issued on conversion of such Holder’s Securities if the applicable Conversion Date is after the

Regular Record Date for such dividend or distribution. Prior to any conversion in accordance with this Section 14.03, a Holder shall

not be the owner of any Common Stock issuable upon conversion of such Holder’s Securities.

(d)            Notices.

Whenever a Conversion Date occurs with respect to a Security, the Conversion Agent will, as promptly as possible, and in no event later

than the Business Day immediately following such Conversion Date, deliver to the Company and the Trustee, if it is not then the Conversion

Agent, notice that a Conversion Date has occurred, which notice will state such Conversion Date, the principal amount of Securities converted

on such Conversion Date and the names of the Holders that converted Securities on such Conversion Date.

Section 14.04.

Adjustment of Conversion Rate. The Conversion Rate will be adjusted as described in this Section 14.04, except that

the Company shall not make any adjustments to the Conversion Rate if Holders 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 Securities, in any of the transactions described below without having to convert their Securities,

as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed

in thousands) of Securities held by such Holder.

(a)            If

the Company exclusively issues shares of Common Stock as a dividend or other distribution on shares of the Common Stock, or if the Company

effects a share split or share combination, the Conversion Rate will 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 other 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 such 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;

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 other 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 other 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 other distribution to the Conversion

Rate that would then be in effect if such dividend or other distribution had not been declared.

(b)            If

the Company issues to all or substantially all holders of the Common Stock any rights, options or warrants entitling them, for a period

of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock,

at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading

Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion

Rate will 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 issuance;

CR’ =

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

OS0 =

the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date;

X =

the total number of shares of Common Stock issuable 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 issuance of such rights, options or warrants.

Any increase made under this Section 14.04(b) will be made

successively whenever any such rights, options or warrants are issued and shall become effective immediately after the Open of Business

on the Ex-Dividend Date for such issuance. To the extent that shares of Common Stock are not delivered after the expiration of such rights,

options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with

respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common

Stock actually delivered. If such rights, options or warrants are not so issued, or if no such rights, options or warrants are exercised

prior to their expiration, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend

Date for such issuance had not occurred.

For the purpose of this Section 14.04(b) and

Section 14.01(b)(ii)(A) hereof, in determining whether any rights, options or warrants entitle the holders of the 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 for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement

of such issuance, and in determining the aggregate offering price of such shares of the Common Stock, there shall be taken into account

any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof,

the value of such consideration, if other than cash, to be determined by the Board of Directors.

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 (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”),

to all or substantially all holders of the Common Stock, excluding: (i) dividends, distributions or issuances as to which an adjustment

was effected (or would be effected, disregarding the 1% Deferral Provision) pursuant to Section 14.04(a) hereof or Section 14.04(b) hereof;

(ii) dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14.04(d) hereof

shall apply; and (iii) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) hereof shall apply,

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 Board of Directors) 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

will become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If such distribution is not

so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had

not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0”

(as defined above), in lieu of the foregoing increase, each Holder of Securities 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, the amount and kind of Distributed Property that such

Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the 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, 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 will be increased based on the following formula:

where,

CR0 =

the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Valuation Period;

CR’ =

the Conversion Rate in effect immediately after the Close of Business on the last Trading Day 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 definitions of Last Reported Sale Price and Trading Day 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 from, 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 of this Section 14.04(c) will occur immediately after the Close of Business on the last Trading Day of

the Valuation Period; provided that, in respect of any conversion of Securities, 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 replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off

to, and including, such Trading Day in determining the Conversion Rate as of such Trading Day. In addition, if the Ex-Dividend Date for

such Spin-Off is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion

of Securities, references to “10” or “10th” within this Section 14.04(c) shall be deemed to be replaced,

solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date

for such Spin-Off to, and including, the last Trading Day of such Observation Period.

Subject to Section 14.04(g), for the purposes

of this Section 14.04(c), 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 (a “Trigger Event”): (1) are

deemed to be transferred with such shares of Common Stock; (2) are not exercisable; and (3) are also issued in respect of future

issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 14.04(c), (and no adjustment

to the Conversion Rate under this Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon

such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion

Rate shall be made under this Section 14.04(c). If any such right, option or warrant, including any such existing rights, options

or warrants distributed prior to the Issue Date 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 of such deemed distribution with respect to new

rights, options or warrants with such rights (in which case the original rights, options or warrants shall be deemed to terminate and

expire on such date without exercise by any of the holders). 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 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 which 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 holders of Common Stock with respect to such rights, options or warrants (assuming each 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 which shall have expired or been terminated without exercise by any holders thereof, the

Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued.

For purposes of

Section 14.04(a) hereof, Section 14.04(b) hereof and this Section 14.04(c) hereof, if any dividend

or distribution to which this Section 14.04(c) applies includes one or both of:

(A)            a

dividend or distribution of shares of Common Stock to which Section 14.04(a) hereof also applies (the “Clause A

Distribution”); or

(B)            a

dividend or distribution of rights, options or warrants to which Section 14.04(b) hereof also applies (the “Clause B

Distribution”),

then (i) such dividend or distribution, other than the Clause A

Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(c) applies

(the “Clause C Distribution”) and any Conversion Rate adjustment required to be made under this Section 14.04(c) with

respect to such Clause C Distribution shall be made, (ii) the Clause B Distribution, if any, shall be deemed to immediately

follow the Clause C Distribution and any Conversion Rate adjustment required by Section 14.04(a) hereof with respect thereto

shall then be made, except that, if determined by the Company, (A) the “Ex-Dividend Date” of the Clause B Distribution,

if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (B) any shares of Common Stock included

in the Clause B Distribution shall not be deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend

Date” within the meaning of Section 14.04(b) hereof, and (iii) the Clause A Distribution, if any, shall be

deemed to immediately follow the Clause C Distribution or the Clause B Distribution, as the case may be, except that, if determined

by the Company, (A) the “Ex-Dividend Date” of the Clause A Distribution, if any, shall be deemed to be the Ex-Dividend

Date of the Clause C Distribution, and (B) any shares of Common Stock included in the Clause A Distribution shall not

be deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date or such Effective Date” within

the meaning of Section 14.04(a) hereof.

(d)            If

any cash dividend or other cash distribution is made to all or substantially all holders of the Common Stock, other than a regular, quarterly

cash dividend that does not exceed $0.17 per share (the “Initial Dividend Threshold”), 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 other cash distribution;

CR’ =

the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such dividend or other cash 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 other

cash distribution; and

C =

the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock; provided that, in

the case of a regular quarterly cash dividend, such amount shall only include the amount of such dividend or other cash distribution

in excess of the Initial Dividend Threshold.

The Initial Dividend Threshold is subject to adjustment in a manner

inversely proportional to adjustments to the Conversion Rate; provided that no adjustment will be made to the Initial Dividend

Threshold for any adjustment to the Conversion Rate under this Section 14.04(d).

Any increase made under this Section 14.04(d) shall become

effective immediately after the Open of Business on the Ex-Dividend Date for such dividend or other cash distribution. If such dividend

or other cash 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 other cash distribution, to be the Conversion Rate that would then be in effect if such dividend

or other cash 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 shall receive, for each

$1,000 principal amount of Securities it holds, at the same time and upon the same terms as holders of shares of the Common Stock, the

amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate

on the Ex-Dividend Date for such cash dividend or other cash 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, 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 Board of Directors) 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 (including 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 (excluding all shares

of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP’ =

the average of the Last Reported Sale Prices 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 the

preceding paragraph of this Section 14.04(e) will occur 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; provided that, in respect

of any conversion of Securities, 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 this Section 14.04(e) shall be deemed replaced with such lesser

number of Trading Days as have elapsed from, and including, the Trading Day next succeeding such expiration date of such tender or exchange

offer to, and including, such Trading Day in determining the Conversion Rate as of such Trading Day. In addition, if the Trading Day

next succeeding the date such tender or exchange offer expires is after the 10th Trading Day immediately preceding, and including, the

end of any Observation Period in respect of a conversion of Securities, references to “10 Trading Days” or “10th”

within this Section 14.04(e) shall be deemed to be replaced, solely in respect of that conversion, with such lesser number

of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date such tender or exchange offer expires to,

and including, the last Trading Day of such Observation Period.

(f)            Special

Settlement Provisions. Notwithstanding anything to the contrary herein, if a Conversion Rate adjustment becomes effective on any

Ex-Dividend Date as described above, and a Holder that has converted its Securities on or after such Ex-Dividend Date and on or prior

to the related Regular Record Date would be treated as the record holder of shares of Common Stock as of the related Conversion Date

in accordance with the provisions of the last paragraph of Section 14.02(b) based on an adjusted Conversion Rate for such Ex-Dividend

Date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, the Conversion Rate adjustment relating to such Ex-Dividend

Date will not be made for such converting Holder. Instead, such Holder will 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)            Adjustments

Not Yet Effective. Notwithstanding anything to the contrary in this Indenture or the Securities, if (i) a Security is to be

converted pursuant to Combination Settlement; (ii) the Record Date or Effective Date for any event that requires an adjustment to

the Conversion Rate pursuant to this Section 14.04 has occurred on or before any Trading Day in the Observation Period for such

conversion, but an adjustment to the Conversion Rate for such event has not yet become effective as of such Trading Day; (iii) the

consideration due in respect of such Trading Day includes any whole or fractional shares of Common Stock; and (iv) such shares are

not entitled to participate in such event (because they were not held on the related Record Date or otherwise), then, solely for purposes

of such conversion, the Company shall, without duplication, give effect to such adjustment on such Trading Day. In such case, if the

date the Company is otherwise required to deliver the consideration due upon such conversion is before the first date on which the amount

of such adjustment can be determined, then the Company shall delay the settlement of such conversion until the second Business Day after

such first date.

(h)            Poison

Pill. To the extent that the Company has a rights plan in effect upon conversion of a Security into Common Stock, the Holder converting

such Security will receive, in addition to any shares of Common Stock otherwise received in connection with such conversion, the rights

under the rights plan. However, if, prior to any conversion, the rights have separated from the shares of Common Stock in accordance

with the provisions of the applicable rights plan, the Conversion Rate will 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 described in Section 14.04(c) hereof, subject

to readjustment in the event of the expiration, termination or redemption of such rights.

(i)            Deferral

of Adjustments. 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 anything to the contrary herein, 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) any Trading Day of an Observation Period for, any Security; (iii) the date a Fundamental Change or Make-Whole Fundamental

Change occurs; and (iv) April 1, 2029. The provision described in this paragraph is referred to as the “1% Deferral

Provision.”

(j)            Limitation

on Adjustments. Except as stated in this Section 14.04, the Company will not adjust the Conversion Rate for the issuance of

shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares

of the Common Stock or such convertible or exchangeable securities.

In addition, notwithstanding anything to the contrary

herein, the Conversion Rate will not be adjusted:

(i)            upon

the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest

payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii)           upon

the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee,

director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

(iii)          upon

the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security

not described in the preceding clause (ii) and outstanding as of the date the Securities were first issued;

(iv)          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 Section 14.04(a), (b) or (c) above;

(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

Section 14.04(e);

(vi)          upon

the repurchase of any shares of the Common Stock pursuant to an open market share repurchase program or other buy-back transaction, including

structured or derivative transactions, that is not a tender offer or exchange offer of the kind described in Section 14.04(e);

(vii)         solely

for a change in the par value of the Common Stock; or

(viii)        for

accrued and unpaid interest on the Securities, if any.

(k)            For

purposes of this Section 14.04, the number of shares of Common Stock at any time outstanding shall not include shares 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 issuable in respect of scrip certificates issued in lieu of fractions of shares of

Common Stock.

(l)            Withholding

on Adjustments. If, in connection with any adjustment to the Conversion Rate as set forth in this Section 14.04, a Holder shall

be deemed for U.S. federal tax purposes to have received a distribution and the Company reasonably believes it is required to collect

withholding tax with respect to any such deemed distribution, the Company may withhold from cash payments of interest in accordance with

the provisions of Section 2.03 hereof or from cash and Common Stock, if any, otherwise deliverable to a Holder upon a conversion

of Securities in accordance with the provisions of Section 14.03 hereof or repurchase of a Security in accordance with the provisions

of Article 15 hereof.

Section 14.05.

Other Adjustments.

(a)            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 an Observation Period and the Stock

Price for purposes of Section 14.06), the Board of Directors will make appropriate adjustments 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 the expiration date of the event occurs, at any time during the period when such Last Reported Sale Prices, the Daily

VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.

(b)            Voluntary

Adjustments. To the extent permitted by the rules of The New York Stock Exchange (or any other securities exchange where the

Common Stock (or other applicable security) is listed in accordance with the provisions of this Indenture), the Company is permitted

to increase the Conversion Rate of the Securities by any amount for a period of at least 20 Business Days if the Board of Directors determines

that such increase would be in the Company’s best interest. The Company may also (but is not required to) increase the Conversion

Rate to avoid or diminish income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend

or other distribution of shares (or rights to acquire shares) or similar event.

Section 14.06.

Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change.

(a)            Increase

in the Conversion Rate. If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects

to convert its Securities in connection with such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase

the Conversion Rate for the Securities so surrendered for conversion by a number of additional shares of Common Stock (the “Additional

Shares”), as described in this Section 14.06. A conversion of Securities shall be deemed for these purposes to be “in

connection with” such Make-Whole Fundamental Change if the relevant Conversion Notice is received by the Conversion Agent during

the period from, and including, 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, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of

the definition thereof, the Close of Business on the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental

Change) (such period, the “Make-Whole Fundamental Change Period”).

(b)            Cash

Mergers. Upon surrender of Securities for conversion in connection with a Make-Whole Fundamental Change, the Company shall pay, or

pay and deliver, as the case may be, the consideration due in respect of such converted Securities pursuant to Section 14.03. However,

if the consideration paid for the Common Stock in any Make-Whole Fundamental Change described in clause (b) of the definition of

Fundamental Change is composed entirely of cash, then, for any conversion of Securities following the Effective Date of such Make-Whole

Fundamental Change, the payment and delivery obligations upon the conversion of a Security shall be calculated based solely on the Stock

Price for such Make-Whole Fundamental Change and shall be deemed to be an amount of cash, per $1,000 principal amount of Securities converted,

equal to the product of (i) the Conversion Rate in effect on the applicable Conversion Date (as increased by any number of Additional

Shares required by this Section 14.06) multiplied by (ii) such Stock Price. In such event, the Company will determine

the settlement amount and pay such amount of cash to a converting Holder on the second Business Day following the applicable Conversion

Date.

the Number of Additional Shares. The number of Additional Shares, if any, by which the Conversion Rate will be increased for a Holder

that converts its Securities in connection with a Make-Whole Fundamental Change shall be determined by reference to the table attached

as Schedule A hereto, based on the Effective Date the Make-Whole Fundamental Change and the price (the “Stock Price”)

paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change. 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 Effective Date of the Make-Whole Fundamental Change.

(d)            Interpolation

and Limits. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case:

(i)            If

the Stock Price is between two Stock Prices expressed in the table 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 will 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 $7.60 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column

headings of the table in Schedule A pursuant to Section 14.06(d)(iv) hereof), the Conversion Rate shall not be

increased.

(iii)          If

the Stock Price is less than $5.42 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings

of the table in Schedule A pursuant to Section 14.06(d)(iv) hereof), the Conversion Rate shall not be increased.

Notwithstanding the foregoing, in no event will

the Conversion Rate per $1,000 principal amount of Securities exceed 184.5018 shares of Common Stock, subject to adjustment in the same

manner as the Conversion Rate as set forth in Section 14.04 hereof.

(iv)          The

Stock Prices set forth in the column headings of the table in Schedule A hereto shall be adjusted as of any date on which

the Conversion Rate of the Securities 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 such table shall be adjusted in the same manner and at the same time as the Conversion Rate is adjusted as set forth

in Section 14.04.

(e)            Notices.

The Company shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the Effective Date of any Make-Whole

Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

Section 14.07.

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

(a)            Common

Stock Change Events. In the case of:

(i)            any

recapitalization, reclassification or change of the Common Stock (other than a change to the par value, or from par value to no par value,

or changes resulting from a subdivision or combination);

(ii)           any

consolidation, merger or combination involving the Company;

(iii)          any

sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety;

(iv)          any

statutory share exchange;

in each case, as a result of which the Common Stock would be converted

into, or exchanged for, other stock, securities, other property or assets (including cash or any combination thereof) (any such event,

a “Common Stock Change Event,” and such other stock, securities, property, assets or cash, the “Reference

Property,” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive

on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of

any security or other property), a “Reference Property Unit”), then, at and after the effective time of such Common

Stock Change Event, (i) the consideration due upon conversion of any Security, and the conditions to any such conversion, will be

determined in the same manner as if each reference to any number of shares of the Common Stock in this Article 14 (or in any related

definitions) were instead a reference to the same number of Reference Property Units; (ii) for purposes of the definitions of “Fundamental

Change” and “Make-Whole Fundamental Change,” references to the Company’s “Common Stock” and “Common

Equity” will be deemed to refer to the Common Equity (including depositary receipts representing Common Equity), if any, forming

part of such Reference Property; and (iii) the Last Reported Sale Price and Daily VWAP will be calculated based on the value of

a Reference Property Unit. Prior to or at the effective time of such Common Stock Change Event, the Company or the successor or purchasing

Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing

that the Securities will be convertible as described in this Section 14.07.

If the Common Stock Change 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 Securities will be convertible shall be deemed

to be the weighted average of the types and amounts of consideration actually received by the holders of the Common Stock and, (ii) the

Reference Property Unit 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) 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 Common Stock Change Event, then for all conversions for which the relevant Conversion Date occurs after the effective date

of such Common Stock Change Event, (i) the consideration due upon conversion of each $1,000 principal amount of Securities 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 14.06), multiplied by the price paid per share of the Common Stock in such Common Stock Change Event and (ii) the

Company shall satisfy its conversion obligation by paying cash to converting Holders on the second Business Day immediately following

the relevant Conversion Date.

The Company shall not become a party to any Common

Stock Change Event unless its terms are consistent with this Section 14.07. Such supplemental indenture described in the third immediately

preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments

described in this Article 14. If the Reference Property in respect of any such Common Stock Change Event includes shares of stock,

securities or other property or assets (other than cash or cash equivalents) of a Person other than the Company or the successor or purchasing

corporation, as the case may be, in such Common Stock Change Event, then such other Person shall also execute such supplemental indenture,

and such supplemental indenture shall contain such additional provisions to protect the interests of the Holders, including the right

of Holders to require the Company to repurchase their Securities upon a Fundamental Change pursuant to Article 15, as the Board

of Directors reasonably considers necessary by reason of the foregoing.

In connection with any adjustment to the Conversion

Rate described herein, the Company shall also adjust the Initial Dividend Threshold based on the number of shares of Common Stock comprising

the Reference Property and (if applicable) the value of any non-stock consideration comprising the Reference Property. If the Reference

Property is composed solely of non-stock consideration, the Initial Dividend Threshold shall be zero.

(b)            Notice

of Supplemental Indentures. 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 Officers’ Certificate briefly stating the reasons therefor, the kind or amount

of cash, securities or property or asset that will comprise a Reference Property Unit after any such Common Stock Change Event, any adjustment

to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof

to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within

20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

The above provisions of this Section 14.07 shall similarly apply to successive Common Stock Change Events.

Section 14.08.

Stock Issued Upon Conversion.

(a)            Reservation

of Shares. To the extent necessary to satisfy its obligations under this Indenture, prior to issuing any shares of Common Stock,

the Company will reserve out of its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit

the conversion of the Securities.

(b)            Certain

other Covenants. The Company covenants that all shares of Common Stock that may be issued upon conversion of Securities shall be

newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from

preemptive rights and free from any tax, lien or charge (other than those created by the Holder or due to a change in registered owner).

The Company shall list or cause to have quoted

any shares of Common Stock to be issued upon conversion of Securities on each national securities exchange or over-the-counter or other

domestic market on which the Common Stock is then listed or quoted.

Section 14.09.

Responsibility of Trustee. The Trustee and any Conversion Agent shall not at any time be under any duty or responsibility

to any Holder of Securities to determine or calculate the Conversion Rate, to determine whether any facts exist which may require any

adjustment of the Conversion Rate, or to confirm the accuracy of any such adjustment when made or the appropriateness of 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 other securities

or property that may at any time be issued or delivered upon the conversion of any Securities; and the Trustee and the 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company

contained in this Article 14. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall

be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant

to Section 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable

by Holders upon the conversion of their Notes after any event referred to in such Section 14.07 or to any adjustment to be made

with respect thereto, but, subject to the provisions of Section 7.01, may accept (without any independent investigation) as conclusive

evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which Company

shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither

the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has

occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and

the Conversion Agent the notices referred to in Section 14.01(b) with respect to the commencement or termination of such conversion

rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the company agrees to deliver such notices to

the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for

in Section 14.01(b). The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation

its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities

hereunder, including its capacity as Conversion Agent.

Section 14.10.

Notice to Holders.

(a)            Notice

to Holders Prior to Certain Actions. The Company shall deliver notices of the events specified below at the times specified below and

containing the information specified below unless, in each case, (i) pursuant to this Indenture, the Company is already required

to deliver notice of such event containing at least the information specified below at an earlier time or, (ii) the Company, at

the time it is required to deliver a notice, does not have knowledge of all of the information required to be included in such notice,

in which case, the Company shall (A) deliver notice at such time containing only the information that it has knowledge of at such

time (if it has knowledge of any such information at such time), and (B) promptly upon obtaining knowledge of any such information

not already included in a notice delivered by the Company, deliver notice to each Holder containing such information. In each case, the

failure by the Company to give such notice, or any defect therein, shall not affect the legality or validity of such event.

(i)            Issuances,

Distributions, and Dividends and Distributions. If the Company (A) announces any issuance of any rights, options or warrants that

would require an adjustment in the Conversion Rate pursuant to Section 14.04(b) hereof; (B) authorizes any distribution

that would require an adjustment in the Conversion Rate pursuant to Section 14.04(c) hereof (including any separation of rights

from the Common Stock described in Section 14.04(g) hereof); or (C) announces any dividend or distribution that would

require an adjustment in the Conversion Rate pursuant to Section 14.04(d) hereof, then the Company shall deliver to the Holders,

as promptly as possible, but in any event at least 15 calendar days prior to the applicable Ex-Dividend Date, notice describing such

issuance, distribution, dividend or distribution, as the case may be, and stating the expected Ex-Dividend Date and Record Date for such

issuance, distribution, dividend or distribution, as the case may be. In addition, the Company shall deliver to the Holders notice if

the consideration included in such issuance, distribution, dividend or distribution, or the Ex-Dividend Date or Record Date of such issuance,

distribution, dividend or distribution, as the case may be, changes.

(ii)           Voluntary

Increases. If the Company increases the Conversion Rate pursuant to Section 14.05(b), the Company shall deliver notice to the Holders

at least 15 calendar days prior to the date on which such increase will become effective, which notice shall state the date on which

such increased will become effective and the amount by which the Conversion Rate will be increased.

(iii)          Dissolutions,

Liquidations and Winding-Ups. If there is a voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company

shall deliver notice to the Holders as promptly as possible, but in any event at least 15 calendar days prior to the earlier of (i) the

date on which such dissolution, liquidation or winding-up, as the case may be, is expected to become effective or occur, and (ii) the

date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities

or other property deliverable upon such dissolution, liquidation or winding-up, as the case may be, which notice shall state the expected

effective date and Record Date for such event, as applicable, and the amount and kind of property that a holder of one share of the Common

Stock is expected to be entitled, or may elect, to receive in such event. The Company shall deliver an additional notice to holders,

as promptly as practicable, whenever the expected effective date or Record Date, as applicable, or the amount and kind of property that

a holder of one share of the Common Stock is expected to be entitled to receive in such event, changes.

(b)            Notices

After Certain Actions and Events. Whenever an adjustment to the Conversion Rate becomes effective pursuant to Sections 14.04,

14.05 or 14.06 hereof, the Company will (i) file with the Trustee an Officers’ Certificate stating that such adjustment has

become effective, the Conversion Rate, and the manner in which the adjustment was computed and (ii) deliver notice to the Holders

stating that such adjustment has become effective and the Conversion Rate or conversion privilege as adjusted. Failure to give any such

notice, or any defect therein, shall not affect the validity of any such adjustment.

Section 14.11.

Exchange in Lieu of Conversion. When a Holder surrenders its Securities for conversion, the Company may, at its election

(an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Business Day following the

Conversion Date, such Securities to a financial institution designated by the Company for exchange in lieu of conversion. In order to

accept any Securities surrendered for conversion, the designated institution must agree to timely deliver, in exchange for such Securities,

the Settlement Amount that would otherwise be due upon conversion pursuant to Section 14.03. If the Company makes an Exchange Election,

the Company shall, by the Close of Business on the Business Day following the relevant Conversion Date, notify the Holder surrendering

its Securities for conversion, the Trustee and the Conversion Agent (if other than the Trustee) that the Company has made the Exchange

Election and the Company will notify the designated financial institution of the relevant deadline for delivery of the Settlement Amount.

Any Securities exchanged by the designated institution

will remain outstanding, subject to the Applicable Procedures of the Depositary. If the designated institution agrees to accept any Securities

for exchange but does not timely deliver the related Settlement Amount, or if such designated financial institution does not accept the

Securities for exchange, the Company shall deliver the relevant Settlement Amount as if it had not made an Exchange Election.

Article 15

Repurchase of Securities at Option of Holders

Section 15.01.

Intentionally Omitted.

Section 15.02.

Repurchase at Option of Holders Upon a Fundamental Change. (a) Subject to the other terms of this Article 15,

if a Fundamental Change occurs at any time prior to the Maturity Date, then each Holder shall have the right, at such Holder’s

option, to require the Company to repurchase for cash all of such Holder’s Securities, or any portion thereof that is equal to

$1,000 or a multiple of $1,000, on a date (the “Fundamental Change Repurchase Date”) specified by the Company that

is not less than 20 or more than 35 calendar days following the date of the Fundamental Change Company Notice, at a purchase price equal

to 100% of the principal amount of the Securities to be repurchased, plus accrued and unpaid interest thereon, if any, to, but

excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”); provided, however,

that if the Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the Interest Payment Date corresponding

to such Regular Record Date, the Company shall instead pay the full amount of accrued and unpaid interest on such Security on the Interest

Payment Date to the Holder of record of such Security as of the Close of Business on such Regular Record Date and the Fundamental Change

Repurchase Price shall be equal to 100% of the principal amount of the Securities to be purchased pursuant to this Article 15.

Purchases of Securities under this Section 15.02

shall be made, at the option of the Holder thereof, upon:

(i)            if

the Securities to be purchased are Physical Securities, delivery to the Paying Agent by the Holder of a duly completed notice (the “Fundamental

Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Security attached hereto as Exhibit A

and of the Securities, duly endorsed for transfer, on or before the Close of Business on the Business Day immediately preceding the Fundamental

Change Repurchase Date (the “Fundamental Change Expiration Time”); and

(ii)           if

the Securities to be purchased are Global Securities, delivery of the Securities, by book-entry transfer, in compliance with the Applicable

Procedures of the Depositary and the satisfaction of any other requirements of the Depositary in connection with tendering beneficial

interests in a Global Security for purchase, by the Fundamental Change Expiration Time.

The Fundamental Change Repurchase Notice in respect

of any Securities to be purchased shall state:

(i)            if

certificated, the certificate numbers of such Securities;

(ii)           the

portion of the principal amount of such Securities, which must be $1,000 or an integral multiple thereof; and

(iii)          that

such Securities are to be repurchased by the Company pursuant to the applicable provisions of the Securities and this Indenture; provided,

however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with appropriate Depositary 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 Fundamental Change Expiration

Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04.

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.

(b)            On

or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Securities,

the Trustee, the Conversion Agent and the Paying Agent (in the case of any Paying Agent other than the Trustee) a notice (the “Fundamental

Change Company Notice”) of the occurrence of such Fundamental Change and of the repurchase right at the option of the Holders

arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Securities, in accordance with

the Applicable Procedures of the Depositary for providing notices. Simultaneously with providing such Fundamental Change Company Notice,

the Company shall publish this information in a newspaper of general circulation in The City of New York or publish the information on

the Company’s website or through such other public medium as the Company may use at that time.

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 of Securities may exercise the repurchase right pursuant to this Article 15;

(iv)          the

Fundamental Change Repurchase Price;

(v)           the

Fundamental Change Repurchase Date;

(vi)          the

name and address of the Paying Agent and the Conversion Agent, if applicable;

(vii)         if

applicable, the Conversion Rate and any adjustments to the Conversion Rate;

(viii)        that

the Securities 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 purchase their Securities.

No failure of the Company to give the foregoing

notices and no defect therein shall limit the repurchase rights of the Holders of Securities or affect the validity of the proceedings

for the purchase of the Securities pursuant to this Section 15.02.

At the Company’s request which shall be

provided at least two Business Days before such notice is to be sent (or such shorter time 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.

the foregoing, there shall be no purchase of any Securities pursuant to this Section 15.02 if the principal amount of the Securities

has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Repurchase 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 Securities). The Paying Agent will promptly return to the respective Holders thereof any Physical Securities held by it during

the acceleration of the Securities (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 Securities) and shall deem to be cancelled any instructions for book-entry transfer

of the Securities in compliance with the Applicable Procedures of the Depositary, in which case, 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.

(d)            The

Company may appoint a tender agent in connection with any repurchase pursuant to this Article 15, in which case such tender agent

shall be the Paying Agent in connection with such repurchase.

Section 15.03.

Effect of Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent of a Fundamental Change Repurchase Notice

specified in Section 15.02, the Holder of the Security in respect of which such Fundamental Change Repurchase Notice was given shall

(unless such Fundamental Change Repurchase Notice is withdrawn in accordance with Section 15.04) thereafter be entitled to receive

solely the Fundamental Change Repurchase Price in cash with respect to such Security (and any previously accrued and unpaid interest

on such Security). Such Fundamental Change Repurchase Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent,

on the later of (x) the applicable Fundamental Change Repurchase Date (provided the conditions in Section 15.02 have been satisfied)

and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by the Holder thereof in the manner required

by Section 15.02, subject in each case to extensions to comply with applicable law.

Section 15.04.

Withdrawal of Fundamental Change Repurchase Notice. (a) A Fundamental Change Repurchase Notice may be withdrawn (in

whole or in part) by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change

Company Notice at any time prior to the Fundamental Change Expiration Time, specifying:

(i)            the

principal amount of the Securities with respect to which such notice of withdrawal is being submitted;

(ii)           if

Physical Securities have been issued, the certificate numbers of the withdrawn Securities; and

(iii)          the

principal amount, if any, which remains subject to the Fundamental Change Repurchase Notice;

provided, however, that if the Securities are Global Securities, the

notice must comply with Applicable Procedures of the Depositary.

The Paying Agent will promptly return to the respective

Holders thereof any Physical Securities with respect to which a Fundamental Change Repurchase Notice has been withdrawn in compliance

with the provisions of this Section 15.04.

Section 15.05.

Deposit of Fundamental Change Repurchase Price. Prior to 10:00 a.m., New York City time, on the Fundamental Change Repurchase

Date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting

as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money (in immediately available funds if deposited

on such Business Day) sufficient to pay the Fundamental Change Repurchase Price of all the Securities or portions thereof that are to

be purchased as of the Fundamental Change Repurchase Date. If the Paying Agent holds cash sufficient to pay the Fundamental Change Repurchase

Price of the Securities for which a Fundamental Change Repurchase Notice has been tendered and not withdrawn in accordance with this

Indenture on the Fundamental Change Repurchase Date, then as of such Fundamental Change Repurchase Date, (a) such Securities will

cease to be Outstanding and interest will cease to accrue thereon (whether or not book-entry transfer of such Securities is made or such

Securities have been delivered to the Paying Agent) and (b) all other rights of the Holders in respect thereof will terminate (other

than the right to receive the Fundamental Change Repurchase Price and, if the Fundamental Change Repurchase Date falls after a Regular

Record Date but on or prior to the Business Day immediately following the corresponding Interest Payment Date, the right of the Holder

of record on such Regular Record Date to receive the related interest payment).

Section 15.06.

Securities Purchased in Whole or in Part. Any Security that is to be purchased, whether in whole or in part, shall be surrendered

at the office of the Paying Agent (with, if the Company or the Trustee so requires in the case of Physical Securities, due endorsement

by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such

Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the

Holder of such Security, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder

in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Security so surrendered that

is not purchased. Any Holder whose Securities are purchased pursuant to this Article 15 shall receive payment of the Fundamental

Change Repurchase Price on the later of (a) the Fundamental Change Repurchase Date or (b) the time of book-entry transfer or

the delivery of the Securities so purchased.

Section 15.07.

Covenant To Comply with Applicable Laws upon Purchase of Securities. In connection with any offer to purchase Securities

under Section 15.02, the Company shall, in each case if required by law, (a) comply with Rule 13e-4, Rule 14e-1 and

any other tender offer rules under the Exchange Act that may then be applicable, (b) file a Schedule TO or any other required

schedule under the Exchange Act and (c) otherwise comply with all federal and state securities laws in connection with such purchase

offer.

Section 15.08.

Repayment to the Company. To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 15.05

exceeds the aggregate Fundamental Change Repurchase Price of the Securities or portions thereof that the Company is obligated to purchase

as of the Fundamental Change Repurchase Date, then, following the Fundamental Change Repurchase Date, the Paying Agent shall promptly

return any such excess to the Company.

Section 15.09.

No Requirement to Conduct an Offer to Repurchase Notes if the Fundamental Change Results in the Notes Becoming Convertible

into an Amount of Cash Exceeding the Fundamental Change Repurchase Price. Notwithstanding anything to the contrary in this Indenture,

the Company shall not be required to send a Fundamental Change Company Notice, or offer to repurchase or repurchase any Notes pursuant

to this Article 15, in connection with a Fundamental Change occurring pursuant to clause (b)(A) or (b)(B) (or pursuant

to clause (a) that also constitutes a Fundamental Change pursuant to clause (b)(A) or (b)(B)) of the definition thereof, if:

(i) such Fundamental Change constitutes a Common Stock Change Event for which the resulting Reference Property consists entirely

of cash in U.S. dollars; (ii) immediately after such Fundamental Change, the Notes become convertible (pursuant to the provisions

described in Section 14.07 and, if applicable, Section 14.06) 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 a Fundamental Change Repurchase Date that results in a Fundamental Change Repurchase Price that includes

the maximum amount of accrued interest); and (iii) the Company timely sends the notice relating to such Fundamental Change required

pursuant to Section 14.01(b)(iv).

Article 16

No Optional Redemption

Section 16.01.

No Optional Redemption. The Securities shall not be redeemable by the Company prior to the Maturity Date, and no sinking

fund is provided for the Securities.

Article 17

Miscellaneous Provisions

Section 17.01.

Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements of the Company

contained in this Indenture shall bind its successors and assigns whether so expressed or not.

Section 17.02.

Official Acts by Successor Entity. Any act or proceeding by any provision of this Indenture authorized or required to be

done or performed by any board, committee or Officer of the Company shall and may be done and performed with like force and effect by

the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company.

Section 17.03.

Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be

given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes

if given or served by 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 Arbor Realty Trust, Inc., 333 Earle Ovington Boulevard, Suite 900, Uniondale,

New York 11553, Attention: Paul Elenio, Chief Financial Officer. 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, upon actual receipt by the Trustee at the Corporate Trust

Office.

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 Securities shall be mailed to it by first class mail, postage prepaid, at its address as it appears

on the Security Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or communication delivered

or to be delivered to a Holder of Global Securities shall be delivered in accordance with the Applicable Procedures of the Depositary

and shall be sufficiently given to it if so delivered within the time prescribed.

Failure to mail or deliver a notice or communication

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

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

In case by reason of the suspension of regular

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

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

Section 17.04.

Governing Law; Jurisdiction. THIS INDENTURE, THE SECURITIES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED

TO THIS INDENTURE OR THE SECURITIES 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 Securities 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 Securities 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 Securities 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 Officers’ Certificate and Opinion of Counsel stating that such action is permitted by

the terms of this Indenture.

Each Officers’ Certificate 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 Officers’ Certificates provided for in Section 4.08) 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.

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, or entitled to request,

such Opinion of Counsel.

Section 17.06.

Legal Holidays. In any case where any Interest Payment Date, any Fundamental Change Repurchase Date or the Maturity Date

is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding

Business Day, and no interest shall accrue in respect of the delay.

Section 17.07.

No Security Interest Created. Nothing in this Indenture or in the Securities, 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 Securities, expressed or implied, will give to any Person, other

than the Holders, the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Security Registrar or 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 Securities in connection with the original issuance thereof and transfers

and exchanges of Securities hereunder, including under Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 10.04

and Section 15.05 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 Securities. For all purposes of this Indenture, the authentication and

delivery of Securities by the authenticating agent shall be deemed to be authentication and delivery of such Securities “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 Securities 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 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 entity 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 Securities 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 Securities 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 or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto

and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF

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 Securities 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 AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES

OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 17.14.

Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its

obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,

strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts

of God, epidemics, pandemics, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware)

services; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking

industry to resume performance as soon as practicable under the circumstances.

Section 17.15.

Calculations. Except as otherwise provided in this Indenture, the Company shall be responsible for making all calculations

called for under the Securities. These calculations include, but are not limited to, determinations of the Stock Price, Last Reported

Sale Prices of the Common Stock, the trading prices of the Securities (for purposes of determining whether the Securities are convertible

pursuant to Section 14.01), Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on

the Securities and the Conversion Rate. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s

calculations shall be final and binding on Holders of Securities. The Company shall provide a schedule of its calculations to each of

the Trustee, the Paying Agent and the Conversion Agent, and each of the Trustee, the Paying Agent and Conversion Agent is entitled to

rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward the

Company’s calculations to any Holder upon the request of that Holder at the sole cost and expense of the Company.

Whenever the Company is required to calculate

the Conversion Rate, the Company will do so to the nearest 1/10,000th of a share of Common Stock.

Section 17.16.

USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee,

like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,

and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.

The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee

to satisfy the requirements of the USA PATRIOT Act.

Section 17.17.

Electronic Signatures. All notices, approvals, consents and requests must be in writing (provided that any communication

sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by

DocuSign (or such other digital signature provider as specified in writing to Trustee by the authorized representative), in English).

The Company agrees to assume all risks arising out of the use of a digital signatures and electronic methods to submit communications

to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse

by third parties.

[Remainder of the 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.

ARBOR

REALTY TRUST, INC.

By:

/s/

Paul Elenio

Name:

Paul Elenio

Title:

Chief Financial Officer

U.S. BANK

TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/

Quinton M. DePompolo

Name:

Quinton M. DePompolo

Title:

Vice President

[Signature Page to Indenture]

SCHEDULE A

The following table sets forth the number of Additional

Shares by which the Conversion Rate shall be increased pursuant to Section 14.06 based on the Stock Price and Effective Date set

forth below:

Stock price

Effective date:

$5.42

$5.60

$5.85

$6.10

$6.35

$6.60

$6.85

$7.10

$7.35

$7.60

July 6, 2026

20.5002

16.8786

12.5436

8.9361

5.9874

3.6439

1.8715

0.6606

0.0299

0.0000

July 1, 2027

20.5002

16.8786

12.5436

8.9361

5.9874

3.6439

1.8715

0.6606

0.0299

0.0000

July 1, 2028

20.5002

16.8786

12.5436

8.9361

5.7906

3.3182

1.5445

0.4394

0.0000

July 1, 2029

20.5002

14.5700

6.9400

0.0000

EXHIBIT A

[FORM OF FACE OF SECURITY]

[INCLUDE FOLLOWING LEGEND IF A GLOBAL SECURITY]

[UNLESS THIS CERTIFICATE

IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY

OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &

CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE &

CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE

OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]

[THIS SECURITY AND THE COMMON

STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE

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

(1) REPRESENTS

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

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

(2) AGREES

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

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

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

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

(A) TO THE COMPANY

OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT

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

A-1

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

(D) PURSUANT

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

REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION

OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF

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

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

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

NO AFFILIATE (AS DEFINED

IN RULE 144 UNDER THE SECURITIES ACT) OF ARBOR REALTY TRUST, INC. OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER

THE SECURITIES ACT) OF ARBOR REALTY TRUST, INC. DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE

OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.

A-2

ARBOR REALTY TRUST, INC.

6.25% Convertible Senior Notes due 2029

No.  [_____]

[Initially]1 $[_________]

CUSIP No. [_________]

Arbor Realty Trust, Inc., a corporation duly

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

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

CO.]2 [_______]3, or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges

of Securities” attached hereto]4 [of $[_______]]5, which amount, taken together with the principal amounts

of all other outstanding Securities, shall not, unless permitted by the Indenture, exceed $375,000,000 in aggregate at any time, in accordance

with the rules and Applicable Procedures, on July 1, 2029, and interest thereon as set forth below.

This Security shall bear interest at the rate

of 6.25% per annum, accruing from July 6, 2026, or from the most recent date to which interest had been paid or provided for to,

but excluding, the next scheduled Interest Payment Date until July 1, 2029. Interest on this Security is payable semi-annually in

arrears on each January 1 and July 1, commencing on January 1, 2027, to Holders of record at the Close of Business on

the preceding December 15 and June 15 (whether or not such day is a Business Day), respectively. Additional Interest will be

payable as set forth in Section 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 Security 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 Default Interest,

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 and such Default Interest shall have been paid by the Company, at its election, in accordance with Section 2.03(c) of

the Indenture.

The Company shall pay, or cause the Paying Agent

to pay, the principal of and interest on this Security, if and so long as such Security is a Global Security, in immediately available

funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Security. As provided in and subject to

the provisions of the Indenture, the Company shall pay, or cause the Paying Agent to pay, the principal of any Securities (other than

Securities that are Global Securities) at the office or agency designated by the Company for that purpose. The Company has initially

designated the Trustee as its Paying Agent and Security Registrar in respect of the Securities and the Corporate Trust Office, as a place

where Securities may be presented for payment or for registration of transfer and exchange.

Include if a global note.

Include if a physical note.

Include if a global note.

Include if a physical note.

A-3

Reference is made to the further provisions of

this Security set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Security the right

to convert this Security into cash, and, if applicable, shares of Common Stock, on the terms and subject to the limitations set forth

in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Security, and any claim, controversy or

dispute arising under or related to this Security, 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 Security

and the Indenture, the provisions of the Indenture shall control and govern.

This Security shall not be valid or become obligatory

for any purpose until the certificate of authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating

agent under the Indenture.

[Remainder of page intentionally left

blank]

A-4

IN WITNESS WHEREOF, the Company has caused this

Security to be duly executed.

ARBOR

REALTY TRUST, 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 Securities described

in the within-named Indenture.

By:

Authorized Officer

A-5

[FORM OF REVERSE OF SECURITY]

ARBOR REALTY TRUST, INC.

6.25% Convertible Senior Notes due 2029

This Security is one of a duly authorized issue

of Securities of the Company, designated as its 6.25% Convertible Senior Notes due 2029 (the “Securities”), initially

limited to the aggregate principal amount of $375,000,000 all issued or to be issued under and pursuant to an Indenture dated as of July 6,

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

Securities. Additional Securities may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in

the Indenture. Capitalized terms used in this Security and not defined in this Security 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 Securities may be declared, by either the Trustee or Holders of at least 25%

in aggregate principal amount of Securities then outstanding, and upon said declaration shall become, due and payable, in the manner,

with the effect and subject to the conditions and certain exceptions set forth in the Indenture.

Subject to the terms and conditions of the Indenture,

the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase

Date and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Security to a Paying Agent to

collect such payments in respect of the Security. 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 Securities, and in certain other circumstances,

with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding,

evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Securities 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 Securities at the time outstanding may on behalf of the Holders of all of the Securities 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 Fundamental Change Repurchase Price, if applicable) of, (y) accrued

and unpaid interest, if any, on, and (z) the consideration due upon conversion of, this Security at the place, at the respective

times, at the rate and in the lawful money or shares of Common Stock, as the case may be, herein prescribed.

A-6

The Securities 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, Securities may be exchanged for a

like aggregate principal amount of Securities 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 Securities issued upon such exchange of Securities being different from the name of

the Holder of the old Securities surrendered for such exchange.

The Securities are not subject to redemption through

the operation of any sinking fund or otherwise.

Upon the occurrence of a Fundamental Change, the

Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Securities

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 Securities

or portion thereof that is $1,000 or a multiple thereof, into cash, and, if applicable, shares of Common Stock, at the Conversion Rate

specified in the Indenture, as adjusted from time to time as provided in the Indenture.

A-7

ABBREVIATIONS

The following abbreviations, when used in the

inscription of the face of this Security, shall be construed as though they were written out in full according to applicable laws or

regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the entireties

JT TEN = joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though

not in the above list.

A-8

SCHEDULE A6

SCHEDULE OF EXCHANGES OF SECURITIES

ARBOR REALTY TRUST, INC.

6.25% Convertible Senior Notes due 2029

The initial principal amount of this Global Security

is _______ DOLLARS ($[_________]). The following increases or decreases in this Global Security have been made:

Date of exchange

Amount of

decrease

principal amount

of this Global

Security

Amount of

increase

principal amount

of this Global

Security

Principal amount

of this Global

Security following

such decrease or

increase

Signature of

authorized

signatory of

Trustee or

Custodian

Include if a global note.

A-9

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

ARBOR REALTY TRUST, INC.

6.25% Convertible Senior Notes due 2029

To:

U.S. Bank Trust Company, National Association

60 Livingston Avenue

Mailcode: EP-MN-WS3C

St. Paul, MN 55107

Attention: Global Corporate Trust Services —

Administrator for Arbor Realty Trust, Inc.

The undersigned registered owner of this Security

hereby exercises the option to convert this Security, or the portion hereof (that is $1,000 principal amount or a multiple thereof) below

designated, into cash, and if applicable, shares of Common Stock, in accordance with the terms of the Indenture referred to in this Security,

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 Securities 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 Security 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(g) of the Indenture. Any amount required to be paid to the undersigned

on account of interest accompanies this Security. 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

Securities 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 Securities 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 Security in every particular without alteration or enlargement or any change whatever.

Social Security or Other Taxpayer

Identification Number

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

ARBOR REALTY TRUST, INC.

6.25% Convertible Senior Notes due 2029

To:

U.S. Bank Trust Company, National Association

60 Livingston Avenue

Mailcode: EP-MN-WS3C

St. Paul, MN 55107

Attention: Global Corporate Trust Services —

Administrator for Arbor Realty Trust, Inc.

The undersigned registered owner of this Security

hereby acknowledges receipt of a notice from Arbor Realty Trust, 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 Security (1) the

entire principal amount of this Security, 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 Securities, the certificate

numbers of the Securities 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

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 Security,

and hereby irrevocably constitutes and appoints _____________________ attorney to transfer the said Security on the books of the Company,

with full power of substitution in the premises.

In connection with any transfer of the within Security occurring prior

to the Resale Restriction Termination Date, as defined in the Indenture governing such Security, the undersigned confirms that such Security

is being transferred:

¨      To

Arbor Realty Trust, Inc. or a subsidiary thereof; or

¨      Pursuant

to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or

¨      Pursuant

to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or

¨      Pursuant

to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration

requirements of the Securities Act of 1933, as amended.

Dated:

Signature(s)

Signature Guarantee

Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

Rule 17Ad-15 if Securities 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 Security in every particular without alteration or enlargement or any change whatever.

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2619809d1_ex10-1.htm · Sequence: 3

Exhibit 10.1

To:

Arbor Realty Trust, Inc.

333 Earle Ovington Boulevard

Suite 900

Uniondale, NY

Telephone No.: (516) 506-4200

From:

[DEALER]

Re:

Forward Stock Purchase Transaction

Date:

June 30, 2026

Dear Sir / Madam:

The purpose of this letter

agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between [DEALER]

(“Dealer”) and Arbor Realty Trust, Inc. (“Counterparty”) on the Trade Date specified below

(the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master

Agreement specified below. Each party further agrees that this Confirmation together with the Master Agreement evidence a complete binding

agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates and

shall supersede all prior or contemporaneous written or oral communications with respect thereto.

The definitions and provisions

contained in the 2006 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the

“Equity Definitions” and together with the Swap Definitions, the “Definitions”) in each case as

published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation.

In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions shall govern and in

the event of any inconsistency between the Definitions and this Confirmation, this Confirmation shall govern.

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 binding agreement between Counterparty and Dealer as to the terms of the Transaction to which this Confirmation

relates. This Confirmation (notwithstanding anything to the contrary herein) shall be subject to an agreement in the form of the 2002

ISDA Master Agreement (the “Master Agreement”) as if Dealer and Counterparty had executed an agreement in such form

(but without any Schedule except for (a) the election of the laws of the State of New York as the governing law (without reference

to choice of law doctrine) and (b) the election that the “Cross Default” provisions of Section 5(a)(vi) of

the Master Agreement shall apply to Dealer with (i) a “Threshold Amount” of three percent of the shareholders’

equity of Dealer’s ultimate parent, (ii) “Specified Indebtedness” having the meaning set forth in Section 14

of the Master Agreement, except that it shall not include obligations in respect of deposits received in the ordinary course of Dealer’s

banking business, (iii) the phrase “or becoming capable at such time of being declared” being deleted from clause (1) of

such Section 5(a)(vi) of the Master Agreement and (iv) the following language being added to the end of Section 5(a)(vi) of

the Master Agreement: “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;”)) on the Trade Date. In the event of any inconsistency between the provisions

of the Master 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 Master Agreement.

2.            The

Transaction constitutes a Share Forward Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to

which this Confirmation relates are as follows:

General Terms:

Trade Date:

[•], 2026

Effective Date:

[•], 2026, subject to cancellation of the Transaction as provided in Section 7(c) “Early Unwind” below.

Seller:

Dealer

Buyer:

Counterparty

The shares of common stock, $0.01 par value per share, of Counterparty (Ticker Symbol: “ABR”).

Number of Shares:

Initially [•] Shares. On each Settlement Date, the Number of Shares shall be reduced by the Daily Number of Shares for such Settlement Date.

Daily Number of Shares:

For any Valuation Date occurring prior to the Maturity Date, the number of Shares specified by Dealer in the related Settlement Notice (as defined below under “Valuation Dates”), which shall not exceed the Number of Shares on such Valuation Date, and for the Valuation Date occurring on the Maturity Date, if any, the Number of Shares on such Valuation Date.

Maturity Date:

[•] (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day)

Forward Price:

$[•]

Prepayment:

Applicable

Prepayment Amount:

$[•]

Prepayment Date:

The Effective Date, so long as no cancellation of the Transaction has occurred as provided in Section 7(c) “Early Unwind.”

Exchange:

The New York Stock Exchange

Related Exchange(s):

All Exchanges

Calculation Agent:

Dealer; 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 replace Dealer as the Calculation Agent, and the parties shall work in good faith to

execute any appropriate documentation required by such replacement Calculation Agent.

All calculations and determinations made by the

Calculation Agent shall be made in good faith and in a commercially reasonable manner; provided that, upon receipt of written request

from Counterparty, the Calculation Agent shall promptly provide Counterparty with a written explanation (which may be by e-mail) describing

in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from

internal or external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing

Dealer’s proprietary models or other information that may be proprietary or subject to contractual, legal or regulatory obligations

to not disclose such information), and shall use commercially reasonable efforts to provide such written explanation within five (5) Exchange

Business Days from the receipt of such request.

Settlement Terms:

Physical Settlement:

Applicable.  In lieu of Section 9.2(a)(iii) of the Equity Definitions, Dealer will deliver to Counterparty the Daily Number of Shares for the related Valuation Date on the relevant Settlement Date.

Valuation Dates:

(a) Any Scheduled Trading Day following the Effective Date designated by Dealer in a written notice (a “Settlement Notice”) that is delivered to Counterparty at least one Scheduled Trading Day prior to such Valuation Date, specifying (i) the Daily Number of Shares for each such Valuation Date and (ii) the related Settlement Date(s) and (b) the Maturity Date.

Market Disruption Event:

The definition of “Market Disruption Event”

in Section 6.3(a) of the Equity Definitions is hereby amended (A) by deleting the words “at any time during the one

hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the

case may be” and inserting the words “at any time on any Valuation Date” after the word “material,” in the

third line thereof, and (B) by replacing the words “or (iii) an Early Closure.” therein with “(iii) an

Early Closure, or (iv) a Regulatory Disruption.”

Section 6.3(d) of the Equity Definitions

is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line

thereof.

Regulatory Disruption:

Any event that Dealer, in its reasonable discretion and in good faith, determines makes it advisable with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures applicable to Dealer (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by 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), including any requirements, policies or procedures relating to Dealer’s hedging activities hereunder, to refrain from or decrease any market activity in connection with the Transaction;. Dealer shall notify Counterparty as soon as reasonably practicable that a Regulatory Disruption has occurred and the Valuation Dates affected by it.

Dividends:

Dividend Payment:

In lieu of Section 9.2(a)(iii) of the Equity Definitions, Dealer will pay to Counterparty the Dividend Amount on the second Currency Business Day immediately following the Dividend Payment Date.

Dividend Amount:

(a) 100% of the per Share amount (net of any taxes payable by Dealer (including, without limitation, any withholding, including for avoidance of doubt backup withholding, that Dealer deems necessary or prudent with respect thereto)) of any cash dividend or distribution declared by the Issuer to holders of record of a Share on any record date occurring during the period from, and including, the Effective Date to, but excluding, the final Settlement Date, multiplied by (b) the Number of Shares on such record date (after giving effect to any reduction on such record date, if such record date is a Settlement Date).

Dividend Payment Date:

Each date on which the relevant Dividend Amount is paid by the Issuer to shareholders of record.

Share Adjustments:

Method of Adjustment:

Calculation Agent Adjustment. For the avoidance of doubt, the payment of any cash dividend or distribution on the Shares shall not constitute a Potential Adjustment Event but instead shall be governed by the provisions set forth under the heading “Dividends” above.

Extraordinary Events:

New Shares:

In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors)”.

Consequences of Merger Events:

Share-for-Share:

Calculation Agent Adjustment

Share-for-Other:

Calculation Agent Adjustment or Cancellation and Payment, at the sole commercially reasonable election of Dealer

Share-for-Combined:

Calculation Agent Adjustment or Cancellation and Payment, at the sole commercially reasonable election of Dealer

Consequences of Tender Offers:

Share-for-Share:

Calculation Agent Adjustment

Share-for-Other:

Calculation Agent Adjustment

Share-for-Combined:

Calculation Agent Adjustment

Calculation Agent Adjustment:

If, with respect to a Merger Event or a Tender Offer, (i) 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 (ii) 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 and/or will not be the Issuer of the Shares then, then, in either case, Cancellation and Payment may apply at Dealer’s reasonable election.

Composition of Combined Consideration:

Not

Applicable

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 or The Nasdaq Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.  For purposes of this Confirmation (x) the phrase “will be cancelled” in the first line of Section 12.6(c)(ii) of the Equity Definitions shall be replaced with the phrase “may be cancelled by Dealer” and (y) the words “if so cancelled” shall be inserted immediately following the word “and” in the second line of Section 12.6(c)(ii) of the Equity Definitions.

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” where it appears in clause (X) thereof with the words “Hedge Position” and adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” immediately following the word “Transaction” in such clause (X) 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, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”.

Failure to Deliver:

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 phrase in the end of such Section:

“(for the 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:

Applicable; provided that for purposes of this Confirmation (x) the comma immediately preceding “(B)” in the seventh line of Section 12.9(b)(vi) of the Equity Definitions shall be replaced with the word “or”, (y) clause (C) of Section 12.9(b)(vi) of the Equity Definitions shall be deleted and (z) the words “either party” in the twelfth line of Section 12.9(b)(vi) of the Equity Definitions shall be replaced with the words “the Hedging Party”; and provided further that such increased cost described in Section 12.9(a)(vi) of the Equity Definitions shall not constitute an “Increased Cost of Hedging” if such increased cost results solely from the deterioration of the Hedging Party’s creditworthiness or financial position.

Loss of Stock Borrow:

Not Applicable

Increased Cost of Stock Borrow:

Not Applicable

Hedging Party:

For all applicable Disruption Events, Dealer and any of its Affiliates.

Determining Party:

For all applicable Extraordinary Events, Dealer.

Non-Reliance:

Applicable

Agreements and Acknowledgements Regarding Hedging Activities:

Applicable

Additional Acknowledgements:

Applicable

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 (x) Counterparty’s status as issuer of the Shares under applicable securities laws and (y) the charter of Issuer (as may be amended from time to time, the “Charter”), (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).

3.            Account

Details:

(a) Account for payments to Counterparty:

To be provided by Counterparty.

Account for delivery of Shares to Counterparty:

To be provided by Counterparty.

(b) Account for payments to Dealer:

To be provided by Dealer.

Account for delivery of Shares from Dealer:

To be provided by Dealer.

4.            Offices:

The Office of Counterparty for the Transaction

is: Inapplicable, Counterparty is not a Multibranch Party.

The Office of Dealer for the Transaction is: New

York

5.            Notices:

For purposes of this Confirmation:

(a) Address for notices or communications to Counterparty:

[•]

(b) Address for notices or communications to Dealer:

[•]

6.            Representations,

Warranties and Agreements of Counterparty.

Each of the representations and warranties of

Counterparty set forth in Section 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 30,

2026, among Counterparty and J.P. Morgan Securities LLC, as representative of the initial purchasers, are true and correct and are hereby

deemed to be repeated to Dealer as if set forth herein. Furthermore, in addition to the representations set forth in the Master Agreement,

Counterparty represents and warrants to, and agrees with, Dealer, on the date hereof that:

(a)            (i) It

is not entering into the Transaction on behalf of or for the accounts of any other person or entity, and will not transfer or assign its

obligations under the Transaction or any portion of such obligations to any other person or entity except in compliance with applicable

laws and the terms of the Transaction; (ii) it understands that the Transaction is subject to complex risks which may arise without

warning and may at times be volatile, and that losses may occur quickly and in unanticipated magnitude; (iii) it is authorized to

enter into the Transaction and such action does not violate any laws of its jurisdiction of incorporation, organization or residence (including,

but not limited to, any applicable position or exercise limits set by any self-regulatory organization, either acting alone or in concert

with others) or the terms of any agreement to which it is a party; (iv) it has consulted with its legal advisor(s) and has reached

its own conclusions about the Transaction, and any legal, regulatory, tax, accounting or economic consequences arising from the Transaction;

(v) it has concluded that the Transaction is suitable in light of its own investment objectives, financial condition and expertise;

and (vi) neither Dealer nor any of its affiliates has advised it with respect to any legal, regulatory, tax, accounting or economic

consequences arising from the Transaction, and neither Dealer nor any of its affiliates is acting as agent, or advisor for Counterparty

in connection with the Transaction.

(b)            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 (C) has total assets of at least $50

million.

reports and other documents filed by Counterparty with the U.S. Securities and Exchange Commission (“SEC”) pursuant

to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) when considered as a whole (with the more recent

such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain

any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements

therein, in the light of the circumstances in which they were made, not misleading. Counterparty is not in possession of any material

nonpublic information regarding the business, operations or prospects of Counterparty or the Shares.

(d)            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)            Counterparty

is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Exchange Act of any securities of Issuer,

other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation

M. Counterparty shall not, until the second Scheduled Trading Day immediately following the Effective Date, engage in any such distribution.

Counterparty shall not, during (x) the period beginning on, and including, the 41st Scheduled Trading Day immediately

preceding July 1, 2029 and ending on, and including, the Scheduled Trading Day immediately following July 1, 2029, (y) the

period beginning on, and including, the date on which Counterparty or any subsidiary thereof repurchases, redeems or exchanges any of

Counterparty’s 6.25% Convertible Senior Notes due 2029 (the “Notes”) pursuant to the terms thereof, commences

a tender offer for the Notes or enters into any agreement to repurchase, redeem or exchange the Notes, and ending on, and including, the

second Scheduled Trading Day immediately following completion by Dealer of any unwind activity with respect to Dealer’s Hedge Positions

as a result of any such repurchase, redemption, exchange or tender offer, or (z) upon the occurrence of a “Make-Whole Fundamental

Change” or the delivery of a “Redemption Notice” by Counterparty (as such terms are defined in the indenture for the

Notes), the period beginning on, and including, the “Effective Date” (as defined in the indenture for the Notes) of such Make-Whole

Fundamental Change or the date a Redemption Notice is delivered by Counterparty, and ending on, and including, the second Scheduled Trading

Day immediately following completion by Dealer of any unwind activity with respect to Dealer’s Hedge Positions in connection with

any “Conversion Date” (as defined in the indenture for the Notes) that occurs “in connection with” such Make-Whole

Fundamental Change or Notice of Redemption (within the meaning of the indenture for the Notes),(any period described in clause (x), (y),

or (z) a “Prohibited Period”), engage in any such distribution, other than a distribution meeting the requirements

of one of the exceptions set forth in Rule 101(b) and Rule 102(b) of Regulation M. Counterparty shall give contemporaneous

written notice to Dealer upon it or any of its subsidiaries repurchasing, redeeming or exchanging the Notes pursuant to their terms, commencing

a tender offer for the Notes or entering into any agreement to repurchase, redeem or exchange the Notes, and Dealer shall give prompt

written notice to Counterparty of its completion of any unwind activity with respect to Dealer’s Hedge Positions as a result of

such repurchase, redemption, exchange or tender offer. By 5:00 p.m. (New York City) time on the Scheduled Trading Day following each

“Conversion Date” (as defined in the indenture for the Notes) that occurs “in connection with” such Make-Whole

Fundamental Change or Notice of Redemption (within the meaning of the indenture for the Notes), Counterparty shall give written notice

to Dealer of the aggregate principal amount of Notes converted on such Conversion Date. In addition, Dealer shall give prompt written

notice to Counterparty of its completion of any unwind activity with respect to Dealer’s Hedge Positions in connection with any

such Conversion Date.

(f)            The

Transaction was approved by the board of directors of Counterparty, and Counterparty is entering into the Transaction solely for the purposes

stated in such board resolution. There is no internal policy of Counterparty, whether written or oral, that would prohibit Counterparty

from entering into any aspect of the Transaction, including, but not limited to, the purchases of Shares to be made pursuant hereto.

(g)            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.

(h)            On

and immediately after the Trade Date and the Prepayment Date, (A) the value of the total assets of Counterparty is greater than the

sum of its total liabilities (including contingent liabilities) and the capital of Counterparty, (B) the capital of Counterparty

is adequate to conduct the business of Counterparty, and Counterparty’s entry into the Transaction will not impair its capital,

(C) Counterparty has the ability to pay its debts and obligations as such debts mature and does not intend to, or 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 “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 an aggregate purchase price equal to the Prepayment Amount in compliance with the laws of the jurisdiction of Counterparty’s

incorporation.

(i)            Counterparty

has made, and will make, all filings required to be made by it with the SEC, any securities exchange or any other regulatory body with

respect to the Transaction contemplated hereby.

(j)            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 Charter or bylaws (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 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 to which Counterparty or any of

its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument.

(k)            No

consent, approval, authorization, or order of, or filing with, any governmental agency or body or any 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.

(l)            Counterparty

is not and, after giving effect to the transactions contemplated in this Confirmation, will not be required to register as an “investment

company” as such term is defined in the Investment Company Act of 1940, as amended.

(m)            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).

(n)            To

Counterparty’s actual knowledge, after due inquiry, other than pursuant to the Charter, 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, excluding any U.S. federal securities laws generally applicable

to common equity securities 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 a financial institution or broker dealer.

(o)            On

the Trade Date and on any day during a Prohibited Period, neither Counterparty nor any “affiliated purchaser” (as defined

in Rule 10b-18 under 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. Notwithstanding the foregoing, nothing

herein shall (i) limit Counterparty’s ability, pursuant to its employee incentive plans, to re-acquire Shares in connection

with the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated

with such equity transactions or (iii) limit Counterparty’s ability to grant stock, restricted stock units and options to “affiliated

purchasers” (as defined in Rule 10b-18) or the ability of such affiliated purchasers to acquire such stock, restricted stock

units or options, in connection with the Counterparty’s compensation policies for directors, officers and employees. Further, (i) an

agent independent of Counterparty may purchase Shares effected by or for an issuer plan of Issuer in accordance with the requirements

of Section 10b-18(a)(13)(ii) under the Exchange Act (with “issuer plan” and “agent independent of the Counterparty”

each being used herein as defined in Rule 10b-18) and (ii) Counterparty or any “affiliated purchaser” (as defined

in Rule 10b-18) may purchase Shares in (x) unsolicited transactions or (y) privately negotiated (off-market) transactions,

in each case, that are not expected to result in market purchases, in each case, without Dealer’s consent. For the avoidance of

doubt, this Section 6(o) shall not apply to the purchase, redemption or conversion of the Notes as described in the Offering

Memorandum (as defined in the Purchase Agreement).

(p)            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, (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 without a view to the distribution or resale thereof and (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.

7.            Other

Provisions.

(a)            Opinions.

On or prior to the Effective Date, Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Effective Date, in form

and substance reasonably satisfactory to Dealer, with respect to the matters set forth in Section 6(g), Section 6(j), Section 6(k) and

Section 6(l) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of

the Master Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Master Agreement.

(b) Repurchase Notices. Counterparty shall, on or prior to the date one Scheduled Trading Day

immediately following any date on which Counterparty has effected any repurchase of Shares, promptly give Dealer a written notice of such

repurchase (a “Repurchase Notice”) on such day if following such repurchase, the number of outstanding Shares as determined

on such day is (i) less than [•] million (in the case of the first such notice) or (ii) thereafter more than [•] million

less than the number of Shares included in the immediately preceding Repurchase Notice; provided that, with respect to any repurchase

of Shares pursuant to a plan under Rule 10b5-1 under the Exchange Act, Counterparty may elect to satisfy such requirement by promptly

giving Dealer written notice of the entry into such plan, the maximum number of Shares that may be repurchased thereunder and the approximate

dates or periods during which such repurchases may occur (with such maximum deemed repurchased on the date of such notice for purposes

of this Section 9(b)). Notwithstanding the foregoing or anything to the contrary, Counterparty agrees that Counterparty will 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

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 under or resulting from the operation

of any ownership limitations contained in the Charter and, in each case, any losses in connection therewith with respect to the Transaction),

claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified

Person may become subject to, 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, within 30 days, upon written request, each of such Indemnified Persons for any

reasonable legal or other 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 fees and expenses of such counsel

related to such proceeding. Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that

is effected without its written consent, 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 pending or threatened proceeding

contemplated by this paragraph that is 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. 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.

Unwind. In the event the sale of the “Firm Securities” (as defined in the Purchase Agreement) is not consummated pursuant

to the Purchase Agreement for any reason, or Counterparty fails to deliver to Dealer an opinion of counsel as required pursuant to Section 7(a),

in each case by 12:00 p.m. (New York City time) on the Prepayment Date, or such later date as agreed upon by the parties (the Prepayment

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.

(d)            Transfer

or Assignment.

(i) Dealer

may, without Counterparty’s consent (but with prompt subsequent written notice to Counterparty), transfer or assign all or any part

of its rights or obligations under the Transaction (A) to any affiliate of Dealer (1) that has a long-term issuer rating that

is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) 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’s ultimate parent, as applicable (provided that in connection with any assignment or transfer pursuant to clause

(A)(2) hereof, the guarantee of any guarantor of the relevant transferee’s obligations under the Transaction shall constitute

a Credit Support Document under the Agreement), or (B) to any other third party with a long-term issuer rating (or to any other third

party whose obligations are guaranteed by an entity with a long-term issuer rating) equal to or better than the lesser of (1) the

credit rating of Dealer or Dealer’s ultimate parent at the time of the transfer and (2) A- 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 or of the date of such transfer or assignment,

at the time such transfer or assignment (i) no Event of Default, Potential Event of Default or Termination Event with respect to

which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result from such transfer or assignment

and (ii) no Additional Disruption Event would result from such transfer or assignment. In addition, (A) the transferee or assignee

shall agree that at the time and as a result of such transfer or assignment, Counterparty will not (x) receive from the transferee

or assignee on any payment date or delivery date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of

the Master Agreement as well as any withholding or deduction of Tax from the payment or delivery) an amount or a number of Shares, as

applicable, lower than the amount or the number of Shares, as applicable, that Counterparty would have been entitled to receive from Dealer

in the absence of such transfer or assignment or (y) be required to pay such assignee or transferee on any payment date (taking into

account any additional amount required to be paid by Counterparty under Section 2(d)(i)(4) of the Master Agreement) an amount

greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment and

(B) the transferee or assignee shall make such Payee Tax Representations and shall provide Counterparty with a complete and accurate

U.S. Internal Revenue Service Form W-9 or W-8ECI (or, in each case, successor thereto), prior to becoming a party to the Transaction,

including in order to permit Counterparty to make any necessary determinations pursuant to clause (A) of this sentence. If at any

time at which (A) the Section 16 Percentage exceeds 8.0%, (B) the Forward Equity Percentage exceeds 14.5%, (C) the

Charter Percentage exceeds [•]% or (D) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition

described in clauses (A), (B), (C) or (D), an “Excess Ownership Position”), Dealer is unable after using its commercially

reasonable efforts to effect a transfer or assignment of a portion of the Transaction 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. 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 Master 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 Shares

equal to the number of Shares 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 7(f) 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 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 of 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 “Forward Equity Percentage”

as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the Number of Shares and (B) the denominator

of which is the number of Shares outstanding. 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

could 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 could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as

determined by Dealer in its good faith, reasonable discretion, minus (B) 1% of the number of Shares outstanding. The “Charter

Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that

Dealer “Beneficially Owns” and “Constructively Owns” (within the meaning of the Charter) and (B) the denominator

of which is the aggregate number of the outstanding Shares on such day. Dealer shall provide Counterparty with written notice of any transfer

or assignment on the date of or as promptly as practicable after the date of such transfer or assignment.

(ii) 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 (each,

a “Dealer Designated Affiliate”) 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; provided, that such Dealer Designated Affiliate shall comply with the provisions of the Transaction in the same

manner as Dealer would have been required to comply. Dealer shall be discharged of its obligations to Counterparty to the extent of any

such performance.

(e)            Staggered

Settlement. If upon advice of counsel (which may be internal counsel) with respect to any legal, regulatory or self-regulatory

requirements or related policies or procedures applicable to Dealer, including any requirements, policies or procedures 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 such Settlement Date (a “Nominal Settlement Date”), elect to deliver the Daily Number of Shares otherwise

deliverable on such Nominal Settlement Date on two or more dates (each, a “Staggered Settlement Date”) or at two or

more times on a Nominal Settlement Date as follows:

(1) in such notice, Dealer will specify to Counterparty the related Staggered Settlement Dates (the first

of which will be such Nominal Settlement Date and the last of which will be no later than the twentieth (20th) Exchange Business Day following

such Nominal Settlement Date) and the number of Shares that it will deliver on each Staggered Settlement Date or delivery times;

(2) the aggregate number of Shares that Dealer will deliver to Counterparty hereunder on all such Staggered

Settlement Dates or delivery times will equal the number of Shares that Dealer would otherwise be required to deliver on such Nominal

Settlement Date; and

(3) the Physical Settlement terms will apply on each Staggered Settlement Date, except that the Daily Number

of Shares otherwise deliverable on such Nominal Settlement Date will be allocated among such Staggered Settlement Dates or delivery times

as specified by Dealer in the notice referred to in clause (1) above.

Notwithstanding anything herein to the contrary,

solely in connection with a Staggered Settlement Date, Dealer shall be entitled to deliver Shares to Counterparty from time to time prior

to the date on which Dealer would be obligated to deliver them to Counterparty pursuant to the Physical Settlement terms set forth above,

and Counterparty agrees to credit all such early deliveries against Dealer’s obligations hereunder in the direct order in which

such obligations arise. No such early delivery of Shares will accelerate or otherwise affect any of Counterparty’s obligations to

Dealer hereunder.

(f)            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) a 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, which Event of Default or Termination Event resulted from an event or

events within Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of

the Master 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).

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 Master 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 to Dealer of property contained

in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and

notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties

agree that in determining the Share Termination Unit Price the Calculation Agent may consider the purchase price paid in connection with

the purchase of Share Termination Delivery Property or the per Share unwind price of any Share-linked Hedge Positions, as the case may

be.

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 by a holder of one Share (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 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.

(g)            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, Early Termination Event,

Extraordinary Event or Additional Disruption Event under this Confirmation 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.

(h)            No

Collateral, Netting or Setoff. Notwithstanding any provision of the Master Agreement, or any other agreement between the parties,

to the contrary, no collateral is transferred in connection with the Transaction. Obligations under the Transaction shall not be netted,

recouped or set off (including pursuant to Section 6 of the Master Agreement) against any other obligations of the parties, whether

arising under the Master Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise,

and no other obligations of the parties shall be netted, recouped or set off (including pursuant to Section 6 of the Master Agreement)

against obligations under the Transaction, whether arising under the Master Agreement, this Confirmation, under any other agreement between

the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff, netting or recoupment.

(i)            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 U.S. 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.

(j)            Governing

Law. This Confirmation will be governed by, and construed in accordance with, the laws of the State of New York (without reference

to choice of law doctrine).

(k)            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.

(l)            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.

(m)            Right

to Extend. Dealer may postpone or add, in whole or in part, any Valuation Dates and related Settlement Dates, or any other date

of valuation, payment or delivery by Dealer, with respect to some or all of the Number of Shares hereunder, if Dealer determines, in its

commercially reasonable judgment (in the case of clause (i) below) or based on the advice of counsel (in the case of clause (ii) below,

which may be internal counsel), that such action is reasonably necessary or appropriate to (i) preserve Dealer’s hedging or

hedge unwind activity hereunder in light of existing liquidity conditions or (ii) to enable Dealer to effect purchases of Shares

in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if 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.

(n)            Payee

Tax Representations.

a. For the purpose of Section 3(f) of the Master Agreement, Counterparty makes the representations

below:

a.            It

is a “U.S. person” (as that term is used in United States Treasury Regulations Section 1.1441-4(a)(3)(ii)) for U.S. federal

income tax purposes.

b.            It

is a real estate investment trust for U.S. federal income tax purposes and is organized under the laws of the State of Maryland, and is

an exempt recipient under United States Treasury Regulation Section 1.6049-4(c)(1)(ii)(J).

b. For the purpose of Section 3(f) of the Master Agreement, Dealer makes the representations below:

Dealer is a national banking association

organized under the laws of the United States, an exempt recipient under Section 1.6049-4(c)(1)(ii) of the United States Treasury

Regulations, and a “U.S. person” within the meaning of Section 7701(a)(30) of the Code.

(o)            Tax

Forms. For the purpose of Sections 4(a)(i) and (ii) of the Master Agreement, Counterparty agrees to deliver to Dealer

one executed and completed U.S. Internal Revenue Service Form W-9 (or successor thereto) and Dealer agrees to deliver to Counterparty,

as applicable, a U.S. Internal Revenue Service Form W-9 or W-8ECI (or successor thereto). Such forms or documents shall be delivered

upon (i) execution of this Confirmation, (ii) Counterparty or Dealer, as applicable, learning that any such tax form previously

provided by it has become obsolete or incorrect, and (iii) reasonable request of the other party.

(p)            871(m).

To the extent that the parties are not adherent to the 2015 Section 871(m) Protocol published by the International Swaps and

Derivatives Association, Inc. on November 2, 2015, as may be amended or modified from time to time (the “2015 Section 871(m) Protocol”),

the parties agree that this Master Agreement shall be treated as a Covered Master Agreement (as that term is defined in the 2015 Section 871(m) Protocol)

and this Master Agreement shall be deemed to have been amended in accordance with the modifications specified in the Attachment to the

2015 Section 871(m) Protocol.

(q)            Withholding

Tax Imposed on Payments to Non-U.S. Counterparties under the United States Foreign Account Tax Compliance Provisions of the HIRE Act.

“Indemnifiable Tax”, as defined in Section 14 of the Master Agreement, shall not include any U.S. federal withholding

tax imposed or collected pursuant to FATCA (a “FATCA Withholding Tax”). “FATCA” is defined as Sections

1471 through 1474 of the Internal Revenue Code of 1986, as amended (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. 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 Master Agreement.

(r)            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 Master 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 Master Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased

Cost of Hedging, an Excess Ownership Position, or Illegality (as defined in the Master Agreement)).

(s)            Notice.

Counterparty shall, upon obtaining knowledge of the occurrence of any event that would, with the giving of notice, the passage of time

or the satisfaction of any condition, constitute an Event of Default in respect of which it would be the Defaulting Party, a Termination

Event in respect of which it would be an Affected Party, a Potential Adjustment Event or an Extraordinary Event (including without limitation

an Additional Disruption Event), notify Dealer within one Scheduled Trading Day of the occurrence of obtaining such knowledge.

(t)            Agreements

and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges and agrees that: (A) at any time on and prior

to the final Valuation 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 Forward Price; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price

and volatility of Shares in a manner that may be adverse to Counterparty. Notwithstanding the foregoing, Dealer agrees that it will use

commercially reasonable efforts to establish its initial Hedge Positions, or portion thereof, with respect to the Transaction that consists

of over-the-counter equity derivatives transactions relating to the Shares with one or more counterparties that Dealer believes in good

faith to be an investor (or its affiliate) of the Convertible Notes at or around the time it agrees to enter into such transaction with

such counterparty (it being understood that for the avoidance of doubt, following the establishment of such Hedge Positions, Dealer shall

not be required to maintain any such Hedge Positions with any such counterparties).

(u)            Registration.

Solely to the extent that there is any occurrence or designation of an Early Termination Date or cancellation or termination of the

Transaction upon the occurrence of an Extraordinary Event, in each case as to which the provisions set forth in Section 7(f) do

not apply, Counterparty hereby agrees that if, in the good faith reasonable judgment of Dealer, based on the advice of counsel, the Shares

(“Hedge Shares”) acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction cannot be

sold in the public market by Dealer without registration under the Securities Act, Counterparty shall, at its election, either (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 satisfactory to Dealer, substantially in the form

of an underwriting agreement for a registered secondary offering of similar size, (B) provide accountant’s “comfort”

letters in customary form for registered offerings of equity securities for companies of similar size, (C) provide disclosure opinions

of nationally recognized outside counsel to Counterparty in customary form for registered offerings of equity securities for companies

of a similar size, (D) provide other customary opinions, certificates and closing documents customary in form for registered offerings

of equity securities for companies of a similar size 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 for companies of a similar

size; provided, however, that 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 similar size, in form and substance satisfactory 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), or (iii) purchase the Hedge Shares from Dealer at the then-current market price on the relevant Exchange Business

Days, and in the amounts and at such time(s), requested by Dealer.

(v)            [Reserved].

(w)            Qualified

Financial Contract. The parties acknowledge and 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 the Agreement, and for such purposes the Agreement shall be deemed a Protocol Covered Agreement, the Dealer shall

be deemed a Regulated Entity and Counterparty shall be deemed an Adhering Party; (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 the Agreement, and for such purposes the Agreement shall be deemed a Covered Agreement, Dealer

shall be deemed a Covered Entity and Counterparty shall be deemed a Counterparty Entity; 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 the Agreement, and for

such purposes the Agreement 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 the Agreement, 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 the Agreement 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 “the Agreement” include

any related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that

the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with all references to Dealer

replaced by references to the covered affiliate support provider.  “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.

(x)            REIT

Matters. The parties agree that for all purposes of the Agreement and this Confirmation, (A) the terms “Beneficial

Ownership” and “Constructive Ownership” in Article VII of Issuer’s Charter on the date hereof shall not include

shares held by Dealer, its affiliates, or any person whose ownership of shares is attributed to Dealer under the definitions of “Beneficial

Ownership” or “Constructive Ownership” in Article VII of the Charter to the extent such shares are held in a purely

fiduciary capacity or otherwise not held by such person as principal and in each case not treated as ownership by such person for applicable

U.S. federal income tax purposes, and (B) the shares described in clause (A) above shall not be considered Beneficially Owned

or Constructively Owned by Dealer or its affiliates under the Charter, provided that in no event shall this Section 7(u) permit

ownership by any person that would cause Counterparty to fail to qualify for taxation as a REIT under the Code.

[Signatures to follow on separate page]

Please confirm that the foregoing

correctly sets forth the terms of our agreement by executing this Confirmation and returning it to Dealer.

Yours sincerely,

[DEALER]

By:

Name:

Title:

Confirmed as of the date first above written:

Arbor Realty Trust, Inc.

By:

Name:

Title:

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