Form 8-K

8-K — T1 Energy Inc.

Accession: 0001213900-26-045173

Filed: 2026-04-17

Period: 2026-04-14

CIK: 0001992243

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

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: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0286610-8k_t1energy.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT (ea028661001ex1-1.htm)

EX-4.2 — SECOND SUPPLEMENTAL INDENTURE (ea028661001ex4-2.htm)

EX-5.1 — OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP (ea028661001ex5-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 14, 2026

T1 Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41903

93-3205861

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1211 E 4th St.

Austin, Texas 78702

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: 409-599-5706

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

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

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant

to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

The New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50

TE WS

The 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.

On April 17, 2026, T1 Energy Inc. (the “Company”)

completed its previously announced public offering of $184.0 million aggregate principal amount of the Company’s 4.00% Convertible

Senior Notes due 2031 (the “Convertible Notes”) (including $24.0 million aggregate principal amount of Convertible Notes pursuant

to the underwriters’ option to purchase additional Convertible Notes to cover over-allotments, which was exercised in full on April

15, 2026) at a public offering price of 100% of the principal amount thereof (the “Offering”). The Convertible Notes were

issued pursuant to, and are governed by, an indenture, dated as of December 16, 2025 (the “Base Indenture”), between the Company

and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the second supplemental

indenture, dated as of April 17, 2026 (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture”),

between the Company and the Trustee.

The Company estimates that the net proceeds from

the Offering will be approximately $174.7 million, after deducting underwriting discounts and commissions and the Company’s estimated

offering expenses. The Company expects to use the net proceeds from the Offering for (i) construction and development of infrastructure

and purchase of production line equipment relating to Phase 1 of its G2_Austin solar cell fab with 2.1 GW of capacity and (ii) general

corporate purposes. The Company is targeting a larger financing solution, that includes a significant debt component, to fund the remaining

balance of capital expenditures for Phase 1 of G2_Austin.

The Convertible Notes will be senior unsecured

obligations of the Company and will bear interest at a rate of 4.00% per annum from and including April 17, 2026, payable semi-annually

in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The Convertible Notes will mature on April 15, 2031,

unless earlier repurchased, redeemed or converted.

Before January 15, 2031, holders may convert their

Convertible Notes at their option only in certain circumstances. At any time from, and including, January 15, 2031 until the close of

business on the business day immediately preceding the maturity date, the Convertible Notes will be convertible at the option of the holders.

The Company will settle conversions by paying and/or delivering, as applicable, cash, shares of its common stock, or a combination of

cash and shares of its common stock, at the Company’s election. The initial conversion rate is 146.9724 shares of the Company’s

common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately

$6.80 per share of common stock and represents a conversion premium of approximately 40% above the last reported sale price of $4.86 per

share of the Company’s common stock on the New York Stock Exchange on April 14, 2026. If a “make-whole fundamental change”

(as defined in the Indenture) occurs, or if the Company calls a holder’s Convertible Notes for redemption, then the Company will

in certain circumstances increase the conversion rate for a specified period of time for holders who convert their Convertible Notes in

connection with that make-whole fundamental change, or who convert their Convertible Notes that are called for such redemption.

The Convertible Notes will not be redeemable prior

to April 20, 2029. The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at the Company’s

option at any time, and from time to time, on or after April 20, 2029 and prior to the 41st scheduled trading day immediately before the

maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid

interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common

stock equals or exceeds 130% of the conversion price for the Convertible Notes on (1) each of at least 20 trading days, whether or not

consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company

sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice.

If a “fundamental change” (as defined

in the Indenture) occurs, then, subject to certain exceptions, holders may require the Company to repurchase their Convertible Notes at

a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if

any, to, but excluding, the fundamental change repurchase date.

The Convertible Notes are governed by customary

terms and covenants, including that upon certain events of default, including cross-acceleration to certain other indebtedness of the

Company and certain of its subsidiaries, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Convertible

Notes then outstanding may declare the principal amount of the Convertible Notes and accrued and unpaid interest, if any, thereon immediately

due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company, the principal amount

of the Convertible Notes and accrued and unpaid interest, if any, thereon will automatically become and be immediately due and payable.

The above description of the Indenture and the

Convertible Notes is a summary and is not complete. A copy of the Base Indenture, the Second Supplemental Indenture and the form of note

representing the Convertible Notes are filed herewith or incorporated by reference herein, as applicable, as Exhibits 4.1, 4.2 and 4.3,

respectively, to this Current Report on Form 8-K, and are incorporated herein by reference, and the above summary is qualified by

reference to the terms of the Base Indenture, the Second Supplemental Indenture and the Convertible Notes set forth in such exhibits.

Item 2.03. Creation of a Direct Financial

Obligation or an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 above is

incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

In connection with the issuance and sale of the

Convertible Notes, the Company entered into an underwriting agreement, dated April 14, 2026 (the “Underwriting Agreement”),

with Santander US Capital Markets LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the

“Underwriters”). The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations

of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of

the parties. The representations, warranties and covenants contained in such agreement were made only for purposes of such agreement and

as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by

the contracting parties.

The above description of the Underwriting Agreement

is a summary and is not complete. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and

is incorporated herein by reference, and the above summary is qualified by reference to the terms of the Underwriting Agreement as set

forth in such exhibit.

A copy of the opinion of Skadden, Arps, Slate,

Meagher & Flom LLP, relating to the validity of the Convertible Notes and the common stock underlying the Convertible Notes in connection with the Offering, is filed herewith as

Exhibit 5.1.

Cautionary Statement Concerning Forward-Looking

Statements

This Current Report on Form 8-K contains forward-looking

statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report that do

not relate to matters of historical fact should be considered forward-looking statements, including without limitation with respect to

the anticipated use of proceeds from the Offering and the Company’s target to finance the remaining balance of its capital expenditures

relating to Phase 1 of G_2 Austin. These forward-looking statements are based on management’s current expectations. These statements

are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual

future events, results, or achievements to be materially different from the Company’s expectations and projections expressed or

implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk

Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange

Commission (the “SEC”) on March 31, 2026, and in the Company’s other filings with the SEC, including risks related to:

(1) the Company’s ability to (i) construct and equip manufacturing facilities in a timely and cost-effective manner; (ii) target

and retain customers and suppliers; (iii) attract and retain key employees and qualified personnel; (iv) protect its intellectual property;

(v) comply with legal and environmental regulations; (vi) compete in international markets in light of export and import controls; (vii)

incur substantially more debt; (viii) remediate the material weakness in its internal control over financial reporting or otherwise maintain

effective internal control over financial reporting; (ix) qualify for the advanced manufacturing production credit under Section 45X of

the Internal Revenue Code of 1986; and (x) rely on third-party warranties; (2) the concentration of the Company’s operations in

Texas and its dependence on a limited number of suppliers; (3) changes adversely affecting the flow of components and materials from international

vendors, the costs of raw materials, components, equipment, and machinery; (4) general economic and geopolitical conditions; (5) changes

in applicable laws or regulations, including environmental, export control and tax laws and incentives and renewable energy targets, as

well as international trade policies, including tariffs, on the Company’s products and its competitive position; (6) the outcome

of any legal proceedings relating to the Company’s products and services, including intellectual property or product liability claims,

commercial or contractual disputes, warranty claims, and other proceedings; and (7) the capital-intensive nature of the Company’s

business and its ability to raise additional capital on attractive terms or service its debt. Forward-looking statements speak only as

of the date of this report and are based on information available to the Company as of the date of this report, and the Company assumes

no obligation to update such forward-looking statements, all of which are expressly qualified by the statements in this section, whether

as a result of new information, future events or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

1.1

Underwriting

Agreement, dated as of April 14, 2026, among T1 Energy Inc. and Santander US Capital Markets LLC and J.P. Morgan Securities LLC, as representatives

of the Underwriters.

4.1*

Indenture, dated as of December 16, 2025, between T1 Energy Inc. and U.S. Bank Trust Company, National Association, as trustee.

4.2

Second Supplemental Indenture, dated as of April 17, 2026, between T1 Energy Inc. and U.S. Bank Trust Company, National Association, as trustee.

4.3

Form of 4.00% Convertible Senior Note due 2031 (included in Exhibit 4.2).

5.1

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

23.1

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

104

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

Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 16, 2025.

SIGNATURE

Pursuant to the requirements of the Securities

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

T1 Energy Inc.

By:

/s/ Joseph Evan Calio

Name:

Joseph Evan Calio

Title:

Chief Financial Officer

Dated: April 17, 2026

EX-1.1 — UNDERWRITING AGREEMENT

EX-1.1

Filename: ea028661001ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution Version

T1 Energy Inc.

$160,000,000 4.00% Convertible Senior Notes

due 2031

UNDERWRITING AGREEMENT

April 14, 2026

Santander

US Capital Markets LLC (“Santander”)

437 Madison Avenue,

New York, N.Y. 10022

J.P. Morgan Securities LLC (“J.P. Morgan”)

270 Park Avenue

New York, N.Y. 10017

As Representatives of the Several Underwriters

named in Schedule A hereto,

Dear Sirs:

1. Introductory. T1

Energy Inc., a Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”)

to issue and sell to the several Underwriters $160,000,000 principal amount of 4.00% Convertible Senior Notes due 2031 of the Company

(the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $24,000,000 principal amount

of 4.00% Convertible Senior Notes due 2031 of the Company (the “Option Securities”). The Underwritten Securities and

the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares

of the Company’s common stock, par value $0.01 per share (the “Common Stock”), or a combination of cash and shares

of Common Stock at the option of the Company, as set forth in the Indenture (as defined below). The Securities will be issued pursuant

to an indenture (the “Base Indenture”), dated as of December 16, 2025, as supplemented by a second supplemental indenture

(the “Supplemental Indenture” and, together with the Base Indenture, as so supplemented, the “Indenture”),

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

If no other Underwriters are listed on Schedule A hereto, all references to the Representatives and the Underwriters shall refer only

to those identified above.

2. Representations and

Warranties of the Company. (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

(a) Filing

and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement

on Form S-3 (No. 333-292857), including a related prospectus or prospectuses, covering the registration of the Securities under the

Act, which has become effective. “Registration Statement” at any particular time means such registration statement

in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B

Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified.

“Registration Statement” without reference to a time means such registration statement as of the time as of which such

registration statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c). For purposes

of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule

430B.

For purposes of

this Agreement:

“430B

Information” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule

430B(e) or retroactively deemed to be a part of the Registration Statement pursuant to Rule 430B(f) of the rules and regulations

promulgated under the Act.

“430C

Information” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C

of the rules and regulations promulgated under the Act.

“Act”

means the Securities Act of 1933, as amended.

“Applicable

Time” means 5:15 P.M. (Eastern time) on the date of this Agreement.

“Closing

Date” has the meaning defined in Section 3 hereof.

“Commission”

means the Securities and Exchange Commission.

“Exchange

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

“Final

Prospectus” means the Statutory Prospectus that discloses the public offering price, other 430B Information and other final

terms of the Securities and otherwise satisfies Section 10(a) of the Act.

“Issuer

Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Securities

in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s

records pursuant to Rule 433(g).

“Rules

and Regulations” means the rules and regulations of the Commission.

“Securities

Laws” means, collectively, the Sarbanes-Oxley Act of 2002, as amended, and all rules and regulations promulgated thereunder

or implementing the provisions thereof (”Sarbanes-Oxley”), the Act, the Exchange Act, the Trust Indenture Act, the

Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined

in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and the rules of The New York Stock Exchange

(“Exchange Rules”).

“Trust

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

“Statutory

Prospectus” with reference to any particular time means the prospectus relating to the Securities that is included in the Registration

Statement immediately prior to that time, including all 430B Information and all 430C Information with respect to the Registration

Statement. For purposes of the foregoing definition, 430B Information shall be considered to be included in the Statutory Prospectus only

as of the actual time that such form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b)

and not retroactively.

Unless otherwise

specified, a reference to a “rule” is to the indicated rule under the Act.

(b) Compliance

with Securities Act Requirements. (i)(A) At the time the Registration Statement initially became effective, (B) at the time of

each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated

report or form of prospectus) and (C) on the Closing Date, the Registration Statement conformed and will conform in all material respects

to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and did not and will not include any untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading,

and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date,

the Final Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations,

and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary

to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document

based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it

being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At the time of initial filing of the Registration

Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether

such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form

of prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule

163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned

issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405.

(ii) Effectiveness of Automatic Shelf

Registration Statement. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule

405, that initially became effective within three years of the date of this Agreement. If immediately prior to the Renewal Deadline (as

hereinafter defined), any of the Securities remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file, if

it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form

satisfactory to the Underwriters. If the Company is no longer eligible to file an automatic shelf registration statement, the Company

will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities,

in a form satisfactory to the Underwriters, and will use its best efforts to cause such registration statement to be declared effective

within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering

and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein

to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement,

as the case may be. “Renewal Deadline” means the third anniversary of the initial effective time of the Registration

Statement.

(iii) Eligibility

to Use Automatic Shelf Registration Form. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting

to use of the automatic shelf registration statement form. If at any time when Securities remain unsold by the Underwriters the Company

receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration

statement form, the Company will (i) promptly notify the Underwriters, (ii) promptly file a new registration statement or post-effective

amendment on the proper form relating to the Securities, in a form satisfactory to the Underwriters, (iii) use its best efforts to cause

such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the

Underwriters of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and

sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or

for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration

statement or post-effective amendment, as the case may be.

(iv) Filing

Fees. The Company has paid or shall pay the required Commission filing fees relating to the Securities within the time required by

Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

(d) General

Disclosure Package. As of the Applicable Time, none of the preliminary prospectus, dated April 14, 2026 (the “Preliminary

Prospectus”), including the base prospectus dated January 21, 2026 (which is the most recent Statutory Prospectus distributed

to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure

Package, all considered together (collectively, the “General Disclosure Package”), included any untrue statement of

a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the General Disclosure

Package based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein,

it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such

in Section 8(b) hereof.

(e) Free Writing

Prospectuses. Other than the Registration Statement, the Preliminary Prospectus and the Final Prospectus, the Company (including its

agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved

or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in

Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by

the Company or its agents and representatives (other than a communication referred to in clause ‎(i) below), other than (i) any document

not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Schedule

B hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such

Issuer Free Writing Prospectus complies in all material respects with the Act, has been or will be (within the time period specified in

Rule 433) filed in accordance with the Act (to the extent required thereby) and does not conflict with the information contained in the

Registration Statement or the General Disclosure Package, and, when taken together with the Preliminary Prospectus accompanying, or delivered

prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Applicable Time, the Closing Date and as of the Optional

Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the

Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus

or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in

writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus,

it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such

in Section ‎8(b)‎ hereof.

(f) Organization

and Standing of the Company. The Company has been duly incorporated and is validly existing under the laws of Delaware, and has all

requisite corporate power and corporate authority necessary to own, lease and operate its properties and to conduct its business as described

in the Registration Statement, the General Disclosure Package and the Final Prospectus and to enter into and perform its obligations under

this Agreement; and the Company is duly qualified to do business in all other jurisdictions in which its ownership or lease of property

or the conduct of its business requires such qualification, except where the failure so to qualify would not, singly or in the aggregate,

result in a Material Adverse Effect (as defined below).

(g) Subsidiaries.

Each subsidiary of the Company has been duly incorporated or organized and is validly existing and in good standing, where such concept

applies, under the laws of the jurisdiction of its incorporation or organization, with power and authority (corporate and other) to own,

lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package

and the Final Prospectus; and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing

in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except

where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect;

all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully

paid and nonassessable and is not subject to any pre-emptive or similar rights; and the capital stock of each subsidiary owned by the

Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects.

(h) Securities.

The Securities and all other outstanding shares of Common Stock of the Company have been validly authorized and issued are fully paid

and nonassesable and are not subject to any preemptive or similar rights that have not been validly waived; the authorized share capital

of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding

shares of the Company are, and, when the Securities have been duly executed and authenticated and issued and delivered as provided in

the Indenture and sold and paid for by the Underwriters or purchasers procured by the Underwriters in cash of the aggregate principal

amount of the Securities to the bank account of the Company (as evidenced on a bank extract of the Company), less any commissions paid

to third parties or fees paid to third parties in respect of the issuance and sale of the Securities, in accordance with (as the case

may be) one or several payment direction letters, in accordance with this Agreement on each Closing Date, such Securities will have been,

validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company

in accordance with their terms and, in the case of the Securities, will be entitled to the benefits of the Indenture, and will conform

to the information in the General Disclosure Package and to the description of such Securities contained in the Final Prospectus. Except

as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (A) securities

or obligations of the Company convertible into or exchangeable for any shares of Common Stock of the Company, (B) warrants, rights or

options to sell or purchase from the Company any such shares of Common Stock or any such convertible or exchangeable securities or obligations

or (C) obligations of the Company to issue or sell any shares of Common Stock, any such convertible or exchangeable securities or obligations

or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Securities by means of

any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made

any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Securities, in each

case other than the preliminary prospectus referred to in Section 2(a) and (c) hereof, the General Disclosure Package and the Final Prospectus.

Each of this Agreement, the Indenture and the Securities (collectively, the “Transaction Documents”) conforms in all

material respects to the description thereof contained in each of the Registration Statement, the General Disclosure Package and the Final

Prospectus.

(i) The Indenture.

The Base Indenture has been duly authorized, executed and delivered by the Company and, assuming due execution and delivery by the Trustee,

constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except

as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights

generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”). The

Supplemental Indenture has been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by each

of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance

with its terms, subject to the Enforceability Exceptions. The Indenture conforms in all material respects to the requirements of the Trust

Indenture Act.

(j) The Maximum

Number of Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture,

the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock, or a combination of cash and

shares of Common Stock, at the Company’s election, in accordance with the terms of the Securities and the Indenture. A number of

shares of Common Stock equal to the product of (x) the number of Securities (assuming “Physical Settlement” (as defined

in the Indenture) of all such conversions and assuming the Underwriters exercise their option to purchase Option Securities in full) and

(y) the conversion rate for the Securities (assuming the maximum increase to such conversion rate for a conversion of Securities in connection

with a “make-whole fundamental change” or a redemption of Securities) (the “Maximum Number of Underlying Securities”)

have been duly authorized and reserved for issuance by the Company upon any conversions of the Securities in accordance with the terms

of the Securities and the Indenture and, if and when issued upon any conversion of the Securities in accordance with the terms of the

Securities and the Indenture, will be validly issued, fully paid and non-assessable; no holder of such shares will be subject to personal

liability by reason of being such a holder; and the issuance of such shares upon any such conversion will not be subject to the preemptive

or other similar rights of any securityholder of the Company.

(k) No Finder’s

Fee. Except as disclosed in the General Disclosure Package, the Registration Statement and the Final Prospectus, there are no contracts,

agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter

for a brokerage commission, finder’s fee or other like payment in connection with this offering.

(l) Absence

of Further Requirements. No consent, approval, authorization, or order of, or filing or registration with, any person (including any

governmental agency or body or any court) is required to be obtained or made by the Company for the execution, delivery and performance

of this Agreement, the Indenture and the Securities (including the issuance and delivery of any Common Stock and/or the payment of any

cash, in each case, due upon conversion thereof), except such as have been obtained, or made and such as may be required under state securities

laws or by the Financial Industry Regulatory Authority (“FINRA”).

(m) Title to

Property. Except as disclosed in the General Disclosure Package, the Registration Statement and the Final Prospectus, the Company

and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each

case free from all liens, charges, mortgages, pledges, security interests, claims, restrictions or encumbrances of any kind and defects

that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them and, except as

disclosed in the General Disclosure Package, the Registration Statement and the Final Prospectus, the Company and its subsidiaries hold

any leased real or personal property under valid and enforceable leases with no terms or provisions that would materially interfere with

the use made or to be made thereof by them. This Section 2(m) does not apply to any Intellectual Property Rights (as defined below) which

are covered by the representations and warranties contained in Section 2(s) hereof.

(n) Absence

of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture and

the issuance and sale of the Securities (including the issuance and delivery of any shares of Common Stock and/or the payment of any cash,

in each case, due upon conversion thereof) will not result in a breach or violation of any of the terms and provisions of, or constitute

a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance

upon any property or assets of the Company or any of its subsidiaries pursuant to (i) the certificate of incorporation, charter or by-laws

or similar organizational documents, as applicable, of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order

of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries

or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which

the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject,

except in the case of clauses (ii) and (iii) above, as would not, singly or in the aggregate, result in a Material Adverse Effect; a “Debt

Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give,

the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to

require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(o) Absence

of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (i) in violation of its respective certificate

of incorporation, charter or by-laws or similar organizational documents, as applicable; (ii) except as disclosed in the Registration

Statement, the General Disclosure Package and the Final Prospectus, in default (or with the giving of notice or lapse of time would be

in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease

or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of

any of them is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator

or governmental or regulatory authority, except in the case of subsections (ii) and (iii) above, for any such defaults or violation that

would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of

operations, business, management, properties or prospects of the Company and its subsidiaries, taken as a whole, or on the performance

by the Company of its obligations under the Transaction Documents (as defined below) (“Material Adverse Effect”).

(p) Due Authorization.

This Agreement has been duly authorized, executed and delivered by the Company.

(q) Possession

of Licenses and Permits. The Company and its subsidiaries possess, and are in compliance with the terms of, all adequate certificates,

authorizations, franchises, licenses and permits issued by appropriate federal, state, local or foreign regulatory bodies (collectively,

“Licenses”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement,

the General Disclosure Package and the Final Prospectus to be conducted by them. The Company and each of its subsidiaries are in compliance

with the terms and conditions of all such Licenses and have not received any notice of proceedings relating to the revocation or modification

of any Licenses that, in each case, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate

have a Material Adverse Effect.

(r) Absence

of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the

Company or any of its subsidiaries, is imminent and that could in either case have a Material Adverse Effect.

(s) Possession

of Intellectual Property. The Company and its subsidiaries own, possess or can acquire on reasonable terms, sufficient trademarks,

service marks, trade names, other rights to inventions, know-how, trade secrets, patent rights, copyrights, software, domain names, licenses,

technology, proprietary or confidential information and other intellectual property and similar rights, including registrations and applications

for registration thereof (collectively, “Intellectual Property Rights”) used, held for use in, or necessary to conduct

the business now operated or proposed in the General Disclosure Package to be operated by them, except where the failure to own or possess,

or the inability to acquire on reasonable terms such Intellectual Property Rights would not, individually or in the aggregate, have a

Material Adverse Effect. Except as disclosed in the Registration Statement, General Disclosure Package and the Final Prospectus (i) there

is no infringement, misappropriation, or other violation, nor the occurrence of any event that with notice or the passage of time would

constitute an infringement, misappropriation, or other violation, by any third party of any of the Intellectual Property Rights of the

Company or any of its subsidiaries; (ii) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding

or claim, and the Company and its subsidiaries have not received any notice of any such action, suit, proceeding or claim (1) alleging

any infringement, misappropriation or other violation of or conflict with the rights of any third party with respect to any Intellectual

Property Rights or (2) challenging the Company’s or any of its subsidiary’s rights in or to, or the validity, enforceability

or scope of, any Intellectual Property Rights of the Company or any of its subsidiaries; and (iii) none of the Intellectual Property Rights

owned by the Company or any of its subsidiaries, or used or held for use by the Company or any of its subsidiaries to conduct the business

now operated by them, has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation

binding on the Company or any of its subsidiaries or in a manner that infringes, misappropriates or otherwise violates the rights of any

third party, except in each case covered by subsections (i) through (iii) such as would not, if determined adversely to the Company or

any of its subsidiaries, individually or in the aggregate, have a Material Adverse Effect.

(t) Cybersecurity.

Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus or as would not, individually

or in the aggregate, have a Material Adverse Effect: (A) there has been no security breach or incident, outage, violation of, unauthorized

access to or disclosure of, or other compromise of or relating to the Company’s or any of its subsidiaries’ information technology

and computer systems, networks, hardware, software, data and databases, including the data and information (including all personal, personally

identifiable, sensitive, confidential or regulated data) of their respective customers, employees, suppliers, vendors and any third party

data maintained, processed or stored by the Company and its subsidiaries and any such data processed or stored by third parties on behalf

of the Company and its subsidiaries, equipment or technology (collectively, “IT Systems and Data”); (B) neither the

Company nor its subsidiaries have been notified of, or have any knowledge of any event or condition that would result in, any security

breach or incident, outage, violation of, unauthorized access to or disclosure of or other compromise of their IT Systems and Data; (C)

the Company and its subsidiaries have implemented and maintained appropriate controls, policies, procedures, and technological safeguards

to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent

with industry standards and practices, or as required by applicable regulatory standards; (D) the Company’s and its subsidiaries’

IT Systems and Data are adequate in all respects for, and operate and perform in all respects as required in connection with the operation

of the business of the Company and its subsidiaries and are free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware

and other corruptants; and (E) the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all

judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual

obligations relating to the privacy and security of IT Systems and Data or to the protection of such IT Systems and Data from unauthorized

use, access, misappropriation or modification.

(u) Environmental

Laws. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus or as would not individually

or in the aggregate have a Material Adverse Effect, (a) neither the Company nor any of its subsidiaries (i) is or has been in violation

of any foreign, federal, state or local statute, law, rule, regulation, judgment, order, decree, decision, ordinance, code or other legally

binding requirement (including common law) relating to the pollution, protection or restoration of the environment, wildlife or natural

resources; human health or safety; or the generation, use, handling, transportation, treatment, storage, discharge, disposal or release

of, or exposure to, any Hazardous Substance (as defined below) (collectively, “Environmental Laws”), (ii) is conducting

or funding, in whole or in part, any investigation, remediation, monitoring or other corrective action pursuant to any Environmental Law,

including to address any actual or suspected Hazardous Substance, (iii) has received notice of, or is subject to any action, suit, claim

or proceeding alleging, any actual or potential liability under, or violation of, any Environmental Law, including with respect to any

Hazardous Substance, (iv) is party to any order, decree or agreement that imposes any obligation or liability under any Environmental

Law, or (v) is or has been in violation of, or has failed to obtain and maintain, any permit, license, authorization, identification number

or other approval required under applicable Environmental Laws; (b) to the knowledge of the Company and its subsidiaries, there are no

facts or circumstances that would reasonably be expected to result in any violation of or liability under any Environmental Law, including

with respect to any Hazardous Substance; and (c) neither the Company nor any of its subsidiaries (i) is subject to any pending or, to

the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens,

notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against the Company or any of its

subsidiaries, nor does the Company or any of its subsidiaries know any such proceeding is contemplated, (ii) is aware of any material

effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries resulting from compliance with

Environmental Laws, or (iii) anticipates any material capital expenditures relating to any Environmental Laws. For purposes of this subsection,

“Hazardous Substance” means (A) any pollutant, contaminant, petroleum and petroleum products, by-products or breakdown

products, radioactive materials, asbestos, asbestos-containing materials, polychlorinated biphenyls or toxic mold, and (B) any other toxic,

radioactive, ignitable, corrosive, reactive or otherwise hazardous chemical, material, waste or substance.

(v) Accurate

Disclosure. The statements in the Registration Statement, the General Disclosure Package and the Final Prospectus under the headings

“U.S. Federal Income Tax Considerations” and “Description of Capital Stock” insofar as such statements summarize

legal matters, agreements, documents or proceedings discussed therein are accurate and fair summaries of such legal matters, agreements,

documents or proceedings and present the information required to be shown.

(w) Absence

of Manipulation. The Company has not taken, directly or indirectly, any action that is designed, or would be expected, to cause or

result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale

or resale of the Securities and will not take any action prohibited by Regulation M under the Exchange Act in connection with the distribution

of the securities contemplated hereby.

(x) Statistical

and Market-Related Data. Any third-party statistical and market-related data included in the Registration Statement, a Statutory Prospectus,

the General Disclosure Package or the Final Prospectus is based on or derived from sources that the Company believes, after reasonable

inquiry, to be reliable and accurate.

(y) Compliance

with the Sarbanes-Oxley Act. There is, and has been, no failure on the part of the Company or any of the Company’s directors

or officers, in their capacities as such, to comply with any applicable provisions of the Sarbanes-Oxley Act and the rules and regulations

promulgated in connection therewith applicable to the Company as of or prior to the date hereof.

(z) Internal

Controls. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company

maintains a system of effective internal control (as defined under Rule 13-a15 and Rule 15d-15 of the Exchange Act and the rules and regulations

promulgated thereunder) and a system of internal accounting controls (collectively, “Internal Controls”) sufficient

to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations,

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted

Accounting Principles (“GAAP”) and to maintain accountability for assets, (iii) access to assets is permitted

only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared

with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the interactive

data in eXtensible Business Reporting Language included in the Registration Statement is accurate. Except as disclosed in the Registration

Statement, the General Disclosure Package and the Final Prospectus, since the end of the Company’s most recent audited fiscal year,

there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and

(ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely

to materially affect, the Company’s internal control over financial reporting. The Internal Controls are overseen by the Audit Committee

(the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the Registration Statement,

the General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or

the Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or

the Board, a “significant deficiency” or other “material weakness” (each, as defined in Rule 12b-2 of the Exchange

Act), a change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls,

any violation of, or failure to comply with, the U.S. federal securities laws and the Exchange Rules, or any matter which, if determined

adversely, would have a Material Adverse Effect.

(aa) Disclosure

Controls. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, the

Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e)

of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required

to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that

such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding

required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and

procedures as required by Rule 13a-15 of the Exchange Act.

(bb) XBRL.

The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly

presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and

guidelines applicable thereto.

(cc) Independent

Registered Public Accountant. KPMG LLP, which has certified certain financial statements of the Company and its subsidiaries and delivered

its report with respect to the 2025 audited consolidated financial statements and schedules filed with the Commission as part of the Registration

Statement and included in each of the Registration Statement, and the Final Prospectus, is an independent registered public accounting

firm with respect to the Company within the meaning of the Act and the applicable rules and regulations thereunder adopted by the Commission

and the Public Company Accounting Oversight Board (United States).

(dd) Independent

Registered Public Accountant. PricewaterhouseCoopers AS, which has certified certain financial statements of the Company and its subsidiaries

and delivered its report with respect to the 2024 audited consolidated financial statements and schedules filed with the Commission as

part of the Registration Statement and included in each of the Registration Statement, and the Final Prospectus, was, for the duration

of its appointment as accountant for the Company and as of the date of its most recent audit report in respect of the Company’s

2024 financial statements, an independent registered public accounting firm with respect to the Company within the meaning of the Act

and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United

States).

(ee) Litigation.

Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no pending or, to

the knowledge of the Company, threatened actions, suits or proceedings (including any inquiries or investigations by any court or governmental

agency or body, domestic or foreign) against or affecting the Company, any of its subsidiaries or any of their respective properties that,

if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect,

or would materially and adversely affect their respective properties or assets or the ability of the Company to perform its obligations

under the Indenture or this Agreement, or which are otherwise material in the context of the issuance of the Securities or that are required

to be described in the Registration Statement or the Final Prospectus and are not so described.

(ff) Financial

Statements. The financial statements of the Company included in the Registration Statement, the General Disclosure Package and the

Final Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position of the

Company and its consolidated subsidiaries as of the dates shown and their results of operations, shareholders’ equity and cash flows

for the periods shown, and, except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Final

Prospectus, such financial statements have been prepared in conformity with GAAP applied on a consistent basis and the schedules included

in the Registration Statement present fairly, in all material respects, the information required to be stated therein. The other financial

information of the Company included in each of the Registration Statement and the Final Prospectus has been derived from the accounting

records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby. The

statistical, industry-related and market-related data included in each of the Registration Statement and the Final Prospectus are based

on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate and such data is consistent

with the sources from which they are derived, in each case in all material respects.

(gg) No Material

Adverse Change in Business. Since the end of the period covered by the latest audited financial statements included in the Registration

Statement, the General Disclosure Package and the Final Prospectus (i) except as disclosed in the Registration Statement, the General

Disclosure Package and the Final Prospectus, there has been no change, nor any development or event involving a prospective change, in

the condition (financial or otherwise), results of operations, earnings, business or properties of the Company and its subsidiaries, taken

as a whole, that is material and adverse, (ii) except as disclosed in or contemplated by the Registration Statement, the General Disclosure

Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any

class of its shares, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has

been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets

of the Company or any of its subsidiaries, (iv) except as disclosed in or contemplated by the Registration Statement, the General Disclosure

Package and the Final Prospectus, there has been no material transaction entered into and there is no material transaction that is probable

of being entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there

has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries, taken as a whole, incurred by

the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor

any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity,

whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator

or governmental or regulatory authority.

(hh) Investment

Company Act. The Company is not and, after giving effect to the offering and issuance and sale of the Securities and the application

of the proceeds thereof as described in the Registration Statement, the General Disclosure Package and the Final Prospectus, will not

be required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended.

(ii) Ratings.

No “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act

(i) has imposed (or has informed the Company that it is considering imposing) any condition (financial or otherwise) on the Company’s

retaining any rating assigned to the Company or any securities of the Company or (ii) has indicated to the Company that it is considering

any of the actions described in Section 7(c)(ii) hereof.

(jj) Taxes.

Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each

of its subsidiaries has filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement

and have paid all taxes required to be paid thereon (except as currently being contested in good faith and for which reserves required

by GAAP have been created in the financial statements of the Company), and no material tax deficiency has been, or could reasonably be

expected to be, asserted against the Company or any of its subsidiaries.

(kk) Insurance.

The Company and its subsidiaries are insured by insurers with appropriately rated claims paying abilities against such losses and risks

and in such amounts as are prudent and customary for the businesses in which they are engaged; all policies of insurance and fidelity

or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors

are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all

material respects; and there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any

insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor any such subsidiary

has been refused any insurance coverage sought or applied for; neither the Company nor any such subsidiary has any reason to believe that

it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar

insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as set forth in

or contemplated in the Registration Statement, the General Disclosure Package and the Final Prospectus.

(ll) No Unlawful

Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee, nor, to the knowledge of the Company

or any of its subsidiaries, any agent, affiliate or other person acting on behalf of the Company or of any of its subsidiaries, has (i)

used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;

(ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or

giving of money, property, gifts or anything else of value, directly or indirectly, to any government official, including any officer

or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in

an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office

(“Governmental Official”) to influence official action or secure an improper advantage; (iii) violated or is in violation

of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention

on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act

2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken

an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment,

kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity. The Company and its subsidiaries

and controlled affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain

and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with all applicable anti-bribery

and anti-corruption laws and with the representation and warranty contained herein. Neither the Company nor any of its subsidiaries will

use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the

payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

(mm) Compliance

with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance

with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III

of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA

PATRIOT Act), and the applicable anti-money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related

or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively,

the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental or regulatory

agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering

Laws is pending or, to the knowledge of the Company and its subsidiaries, threatened.

(nn) Economic

Sanctions. Neither the Company nor any of its subsidiaries, nor any director, officer, or employee thereof, nor, to the knowledge

of the Company or any of its subsidiaries, any agent, affiliate or representative of the Company or any of its subsidiaries, is an individual

or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target of any U.S. sanctions

administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department

of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national”

or “blocked person”), the United Nations Security Council, the European Union, His Majesty’s Treasury, the Swiss Secretariat

of Economic Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively,

“Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory

that is the subject or target of Sanctions including, without limitation, Crimea, Cuba, Iran, North Korea, the so-called Donetsk People’s

Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order

14065 (each a “Sanctioned Country”); and the Company will not, directly or indirectly, use the proceeds of the offering,

or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or

facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation,

is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii)

in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether

as underwriter, advisor, investor or otherwise). Since its date of incorporation, the Company and its subsidiaries have not knowingly

engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country

or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions.

(oo) Other Offerings.

Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company has not sold,

issued or distributed any Securities during the six-month period preceding the date hereof, including any issuances pursuant to Rule 144A

under, or Regulation D or Regulation S of, the Act, other than Securities, if any, issued pursuant to employee benefit plans, qualified

stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

(pp) Accuracy

of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure

Package or the Final Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as

required.

(qq) Lending

Relationship. The Company and its subsidiaries (i) do not have any material lending or other relationship with any bank

or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceeds from the issuance of the Securities to

repay any outstanding debt owed to any affiliate of any Underwriter.

(rr) Margin

Rules. The application of the proceeds received by the Company from the issuance, sale and delivery of the Securities as described

in the Registration Statement, the General Disclosure Package and the Final Prospectus will not violate Regulation T, U or X of the Board

of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(ss) No Stamp

Taxes. No stamp, documentary, issuance, registration, transfer or other similar taxes or duties are payable by or on behalf of the

Underwriters, the Company or any of its subsidiaries to any taxing authority thereof or therein in connection with (i) the execution,

delivery or consummation of this Agreement, or (ii) the resale by the Underwriters or purchasers procured by the Underwriters of the Securities

in the manner contemplated herein or as contemplated by the Registration Statement, the General Disclosure Package and the Final Prospectus.

(tt) Outbound

Investments. Neither the Company nor any of its subsidiaries is a “covered foreign person” as that term is used in the

Outbound Investment Rules (as defined below). Neither the Company nor any of its subsidiaries currently engages, or has any present intention

to engage in the future, directly or indirectly, in (i) a “covered activity” or a “covered transaction”, as each

such term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered activity”

or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if the Company were a U.S. Person

or (iii) any other activity that would cause the Underwriters to be in violation of the Outbound Investment Rules or cause the Underwriters

to be legally prohibited by the Outbound Investment Rules from performing under this Agreement. For the purpose of this Agreement, “Outbound

Investment Rules” means the regulations administered and enforced, together with any related public guidance issued, by the

U.S. Department of the Treasury under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation as of the date of

this Agreement, and as codified at 31 C.F.R. §850.202 et seq.

3. Purchase, Sale and Delivery

of Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein,

the Company agrees to sell to the several Underwriters named in Schedule A hereto, and each of the Underwriters agrees, severally and

not jointly, to purchase from the Company, at a purchase price equal to 95.50% (the “Purchase Price”) of the principal

amount of the Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto plus accrued interest, if any,

from April 17, 2026 to the Closing Date. Payment for the Securities to be purchased shall be made against delivery to the nominee of The

Depository Trust Company (“DTC”).

The Company will deliver the

Underwritten Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable

to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account

at a bank acceptable to the Representatives drawn to the order of the Company, at the office of Davis Polk & Wardwell LLP (“Davis

Polk”), counsel for the Underwriters, 450 Lexington Avenue, New York, New York 10017, at 10:00 am (Eastern time), on April 17,

2026, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such

time being herein referred to as the “First Closing Date”.

In addition, upon written

notice from the Representatives given to the Company from time to time not more than 30 days from the date of the Final Prospectus, the

Underwriters may purchase all or less than all of the Option Securities at the purchase price to be paid for the Underwritten Securities.

The Company agrees to sell to the Underwriters the number of Option Securities specified in such notice and the Underwriters agree, severally

and not jointly, to purchase such Option Securities. Such Option Securities shall be purchased from the Company for the account of each

Underwriter in the same proportion as the number of Underwritten Securities set forth opposite such Underwriter’s name bears to

the total number of Underwritten Securities (subject to adjustment by the Representatives to eliminate fractions) at the same Purchase

Price plus accrued interest, if any, from April 17, 2026 to the date of payment and delivery. No Option Securities shall be sold or delivered

unless the Underwritten Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities

or any portion thereof may be exercised at any time and from time to time (subject to the first sentence of this paragraph) and to the

extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Such

right to purchase may be exercised solely to cover over-allotments in the sale of the Underwritten Securities by the Underwriters.

Each time for the delivery

of and payment for the Option Securities, being herein referred to as an “Optional Closing Date”, which may be the

First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing

Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice

of election to purchase Option Securities is given. The Company will deliver the Option Securities being purchased on each Optional Closing

Date to or as instructed by the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to the Representatives

against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the

Representatives drawn to the order of the Company, at the office of Davis Polk, noted above.

4. Offering by Underwriters.

It is understood that the several Underwriters or purchasers procured by the Underwriters propose to offer the Securities for sale to

the public in the secondary market as set forth in the Final Prospectus.

5. Certain Agreements of

the Company. The Company agrees with the several Underwriters that:

(a) Filing

of Prospectuses. The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in

accordance with Rule 424(b) not later than the second business day following the earlier of the date it is first used or the execution

and delivery of this Agreement. The Company has complied and will comply with Rule 433.

(b) Filing

of Amendments: Response to Commission Requests. The Company will promptly advise the Representatives of any proposal to amend or

supplement the Registration Statement or any Statutory Prospectus at any time and will offer the Representatives a reasonable

opportunity to comment on any such amendment or supplement; and the Company will also advise the Representatives promptly of (i) the

filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration

Statement, for any supplement to any Statutory Prospectus or for any additional information, pursuant to Section 8A of the Act,

(iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of

any proceeding for that purpose, pursuant to Section 8A of the Act, and (iv) the receipt by the Company of any notification with

respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any

proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the

suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

Compliance with Securities Laws. If, at any time when a prospectus relating to the Securities is (or but for the exemption in

Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the

Final Prospectus or the General Disclosure Package as then amended or supplemented would include an untrue statement of a material

fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they

were made, not misleading, or if any event shall occur or condition exist as a result of which the Final Prospectus or the General

Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of

counsel for the Underwriters, it is necessary to amend or supplement the Final Prospectus or the General Disclosure Package to

comply with applicable law, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus

or the General Disclosure Package to comply with the Act, the Company will promptly notify the Representatives of such event and

will, subject to Section 5(b) above, promptly prepare and file with the Commission and furnish, at its own expense, to the

Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will

correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives’ consent to,

nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set

forth in Section 7 hereof.

(d) Issuer Free

Writing Prospectus. Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus,

and before filing any amendment or supplement to the Registration Statement or the Statutory Prospectus, the Company will furnish to the

Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review

and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed

amendment or supplement to which the Representatives reasonably object.

(e) Rule

158. The Company will make generally available to its security holders and the Representatives an earnings statement covering a period

of at least 12 months beginning after the date of this Agreement and satisfying the provisions of Section 11(a) of the Act and Rule

158, provided that the Company will be deemed to have complied with such requirement by filing such earnings statement on the Commission’s

Electronic Data Gathering, Analysis, and Retrieval system (or any successor system) (“EDGAR”).

(f) Furnishing

of Prospectuses. The Company will furnish to the Representatives copies of the Registration Statement, any Statutory Prospectus,

the Final Prospectus and all amendments and supplements to such documents, in each case, as soon as available and in such quantities

as the Representatives reasonably request. The Company will pay the expenses of printing and distributing to the Underwriters all

such documents.

(g) Blue

Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to arrange for the qualification

of the Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications

in effect so long as required for the distribution of Securities contemplated by this Agreement; provided that the Company shall not

be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would

not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject

itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h) Reporting

Requirements. During the period of two years hereafter, the Company will furnish to the Representatives and, upon request, to

each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report on Form 10-K

to shareholders for such year; and the Company will furnish to the Representatives (i) as soon as available, a copy of each

report on Form 10-K and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to

shareholders, and (ii) from time to time, such other information concerning the Company as the Representatives may reasonably

request. However, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the

Exchange Act and is timely filing reports with the Commission on EDGAR, it is not required to furnish such reports or statements to

the Underwriters.

(i) Payment

of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance

of the obligations of the Company, as the case may be, under this Agreement, including (i) costs and expenses of the Company

relating to investor presentations in connection with the marketing of the Securities, (ii) fees and expenses incident to listing

the Common Stock in an amount equal to the Maximum Number of Underlying Securities on the New York Stock Exchange, (iii) the costs

incident to the authorization, issuance, sale, preparation and delivery of the Securities to the Underwriters and any transfer taxes

payable in connection with the delivery of the Securities to the Underwriters and any shares of Common Stock issued upon conversion

thereof, (iv) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and

supplements thereto) to the Underwriters, (v) costs and expenses related to the review by FINRA, if any, of the Securities

(including filing fees and the fees and expenses of counsel for the Underwriters relating to such review, it being understood that

the amount of such fees and expenses of counsel shall not exceed $15,000), (vi) fees and expenses of the Trustee and any paying

agent (including related fees and expenses of any counsel to such parties and (vii) all expenses and application fees incurred in

connection with the approval of the Securities for book-entry transfer by DTC. The Representatives agree with the Company that the

several Underwriters will pay any filing fees and other disbursements and expenses of counsel to the Underwriters in connection with

the performance of the obligations of the Representatives, as the case may be, under this Agreement, including the qualification of

the Securities under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda

relating thereto.

(j) Use of Proceeds.

The Company will use the net proceeds received by it in connection with this offering in the manner described in the “Use of

Proceeds” section of the General Disclosure Package and, except as disclosed in the General Disclosure Package and the Final Prospectus,

the Company does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to

any Underwriter or affiliate of any Underwriter.

(k) Absence

of Manipulation. The Company will not take, directly or indirectly, any action designed to or that would constitute or that might

reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate

the issuance of the Securities to the Underwriters or purchasers procured by the Underwriters in the primary market or sale by the Underwriters

or purchasers procured by the Underwriters of the Securities in the secondary market.

(l) Taxes.

The Company will pay, indemnify and hold harmless the Underwriters against any stamp, issue, registration, documentary, sales,

transfer or other similar taxes or duties imposed by a taxing authority thereof or therein that is payable in connection with (i)

the execution, delivery, consummation or enforcement of this Agreement, (ii) the creation, allotment and issuance of the Securities,

(iii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters and any shares of

Common Stock issued upon conversion thereof, or (iv) the resale and delivery of the Securities by the Underwriters in the manner

contemplated herein. All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the

Company is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company shall report and

pay such applicable value added or similar tax to the relevant tax authority.

(m) Restriction

on Sale in the Secondary Market of Securities by Company. For the period specified below (the “Lock-Up Period”),

the Company will not, directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible

into or exchangeable or exercisable for any of its Common Stock, unless otherwise agreed in this Agreement (“Lock-Up Securities”):

(i) offer, sell, lend, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, lend, issue,

contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any

swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities,

(iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within

the meaning of Section 16 of the Exchange Act or (v) file or submit with the Commission a registration statement under the Act relating

to Lock-Up Securities (other than (i) registration statements on Form S-8 relating to Lock-Up Securities granted or to be granted pursuant

to the terms of a plan disclosed in the General Disclosure Package or (ii) registration statements for issuances under clauses (d) or

(e) below), or publicly disclose the intention to take any such action described in subsections (i) through (v), without the prior written

consent of Santander and J.P. Morgan on behalf of the Underwriters, except (a) issuances and sales of the notes offered hereby and issuance

of any shares of Common Stock upon conversion thereof, (b) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible

or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the General

Disclosure Package and the Final Prospectus (including the issuance of Lock-Up Securities upon conversion of the Company’s outstanding

5.25% Convertible Senior Notes due 2030 and upon conversion of the Company’s outstanding Series B Preferred Stock and/or Series

B-1 Preferred Stock pursuant to the terms of (A) the Amended and Restated Stock Purchase Agreement, dated as of October 31, 2025, among

the Company and the purchasers signatory thereto, (B) Certificate of Designations of Series B Convertible Non-Voting Preferred Stock of

T1 Energy Inc. and (C) Certificate of Designations of Series B-1 Convertible Non-Voting Preferred Stock of T1 Energy Inc., as applicable),

(c) grants of employee stock options and other equity-based awards pursuant to the terms of a plan in effect on the date hereof and described

in the General Disclosure Package and the Final Prospectus, and issuances of Lock-Up Securities pursuant to the exercise of such options

or upon settlement of such awards, (d) the issuance of Lock-Up Securities in connection with the exercise of anti-dilution rights granted

to Trina Solar (Schweiz) AG (“Trina”) pursuant to (A) the Amended and Restated Cooperation Agreement, dated as of December

29, 2025, between the Company and Trina and (B) the Transaction Agreement, dated as of November 6, 2024, between the Company and Trina

or (e) issuance of any Common Stock or any securities convertible into or exchangeable for, or that represent the right to receive, Common

Stock issued in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company

of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by

the Company in connection with any such acquisition, or any announcement relating to such transaction, provided that in the case of clause

(e) the aggregate number of shares that the Company may sell or issue or agree to sell or issue pursuant to clause (e) shall not exceed

10% of the total number of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by

this Agreement. The Lock-Up Period will commence on the date hereof and continue for 30 days after the date hereof or such earlier date

that the Representatives consent to in writing.

(n) The Maximum

Number of Underlying Securities. The Company will reserve and keep available at all times, free of preemptive rights, a number of

shares of Common Stock equal to the Maximum Number of Underlying Securities for purposes of settling conversions of the Securities. The

Company will use its reasonable best efforts to effect and maintain the listing of a number of shares of Common Stock issuable upon conversion

of the Securities equal to the Maximum Number of Underlying Securities on the New York Stock Exchange.

(o) DTC.

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

(p) Term Sheet.

The Company will prepare a final term sheet relating to this offering of the Securities in a form approved by you (as set forth in Annex

1 hereto) and will file such term sheet pursuant to and within the time required by Rule 433(d) under the Act.

6. Free Writing Prospectuses.

The Company shall file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Act. The Company has satisfied

or will satisfy the conditions in Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show.

7. Conditions of the Obligations

of the Underwriters. The obligations of the several Underwriters to sell and pay for the Underwritten Securities on the First Closing

Date and the Option Securities on each Optional Closing Date will be subject to the accuracy of the representations and warranties of

the Company herein (as of the date hereof and as though made on such Closing Date), to the accuracy of the statements of Company officers

made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional

conditions precedent:

(a) Accountant’s

Comfort Letter. The Representatives shall have received letters, dated, respectively, the date hereof and such Closing Date, of KPMG

LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities

Laws, in the form and substance satisfactory to the Representatives (except that, in any letter dated a Closing Date, the specified date

referred to in the comfort letters shall be a date no more than three days prior to such Closing Date).

(b) Filing

of Prospectus. The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a)

hereof. No stop order and no Section 8A proceeding suspending the effectiveness of the Registration Statement or any part thereof shall

have been issued and no proceedings for that purpose shall have been instituted or shall be contemplated by the Commission, to the knowledge

of the Company or any Underwriter, and any post-effective amendment complied and will comply in all material respects with the Act and

the Trust Indenture Act and the rules and regulations of the Commission thereunder.

Material Adverse Change. Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any Material

Adverse Effect that, in the judgement of the Representatives, makes it impractical or inadvisable to market the Securities and (ii) any

downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization”

(as defined in Section 3(a)(62) of the Exchange Act), or any public announcement that any such organization has under surveillance or

review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading,

and no implication of a possible downgrading, of such rating).

(d) Opinions

and 10b-5 Statements of Counsels for the Company. The Representatives shall have received an opinion and 10b-5 statement, dated such

Closing Date, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, in form and substance satisfactory to the Representatives.

(e) Opinion

and 10b-5 Statement of Counsel for Underwriters. The Representatives shall have received from Davis Polk & Wardwell LLP, counsel

for the Underwriters, such opinion or opinions and 10b-5 statement, dated such Closing Date, in form and substance satisfactory to the

Representatives, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them

to pass upon such matters.

(f) Officers’

Certificate. The Representatives shall have received a certificate, dated such Closing Date, of an executive officer of the Company

and a principal financial or accounting officer of the Company in which such officers shall state that: the representations and warranties

of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its

part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of the Registration

Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge, are contemplated

by the Commission; and, subsequent to the date of the most recent financial statements in the General Disclosure Package and the Final

Prospectus, there has been no Material Adverse Effect except as set forth in the General Disclosure Package and the Final Prospectus or

as described in such certificate.

(g) Lock-Up

Agreements. On or prior to the date hereof, the Representatives shall have received lockup agreements in the form set forth on Exhibit

A hereto from each executive officer and director under Section 16 of the Exchange Act, as specified in Schedule C to this Agreement.

(h)

Chief Financial Officer Certificate. At the time of execution of this Agreement and on such Closing Date, the Representatives shall

have received a certificate of the Company’s chief financial officer with respect to certain financial information contained in

or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus, dated respectively

as of the time of execution of this Agreement and as of the Closing Date, in form and substance satisfactory to the Representatives.

(i) Additional

Documentation. The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and

documents as the Representatives reasonably request, including with respect to the good standing of the Company, the due authorization

and issuance of the Option Securities to be sold on such Optional Closing Date and other matters related to the issuance of such Option

Securities.

(j) Exchange

Listing. A number of shares of Common Stock equal to the Maximum Number of Underlying Securities shall have been approved for listing

on the New York Stock Exchange, subject to official notice of issuance.

(k) DTC. The

Securities shall be eligible for clearance and settlement through DTC.

The Representatives may in their sole discretion

waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect

of an Optional Closing Date or otherwise.

8. Indemnification and

Contribution. (a) Indemnification of Underwriters by Company. The Company will indemnify and hold harmless each Underwriter,

its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within

the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each an “Indemnified Party”), against any and

all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange

Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions

in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in

any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing

Prospectus or any “road show” as defined in Rule 433(h) under the Act, including any investor presentation used in connection

with pre-marketing (a “road show”), or arise out of or are based upon the omission or alleged omission of a material fact

required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for

any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss,

claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party

thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as

such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss,

claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission

from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through

the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter

consists of the information described as such in subsection (b) below.

(b) Indemnification of

the Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each

of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15

of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims,

damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal

or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)

arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration

Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any road show,

or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to

make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged

untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the

Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably

incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability,

action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether

threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses

are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information

in the “Underwriting” section of the Final Prospectus furnished on behalf of each Underwriter: the concession figures appearing

in the table under the fifth paragraph under the caption “Underwriting” and the statements regarding the Underwriters’

stabilization activities contained in the twelfth paragraph under the caption “Underwriting”.

Notification. Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such

indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under subsection (a) or (b), notify

the indemnifying party in writing of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from

any liability that it may have under subsection (a) or (b) except to the extent that it has been materially prejudiced (through the forfeiture

of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve

it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b). In case any such action is

brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be

entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to

assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified

party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so

to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or

other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.

In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel

shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed

to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying

party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential

differing interests between them, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory

to the indemnified party or (iv) the indemnifying party shall have reasonably concluded that there may be legal defenses available to

it that are different from or in addition to those available to the indemnifying party. It is understood that the indemnifying party shall

not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction,

be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties

and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives,

in the case of parties indemnified under subsection (a), and by the Company, in the case of parties indemnified under subsection (b).

The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with

such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from

and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent

of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit

or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder

by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional written release of such indemnified

party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement

as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. Notwithstanding the foregoing,

if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses

of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable

for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after

receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified

party in accordance with such request prior to the date of such settlement.

(d) Contribution. If

the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection

(a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of

the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect

the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or

(ii) if the allocation provided by subsection (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect

not only the relative benefits referred to in subsection (i) above but also the relative fault of the Company on the one hand and the

Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities

as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters

on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received

by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined

by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission

to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge,

access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party

as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to

include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action

or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required

to contribute any amount in excess of the amount by which the underwriting commissions received by such Underwriter in connection with

the Securities underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise

been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty

of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion

to their respective underwriting obligations and not joint. The Company and the Underwriters agree that it would not be just and equitable

if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity

for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this

Section 8(d). The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may

otherwise be available to any indemnified party at law or in equity.

9. Default of Underwriters.

If any Underwriter or Underwriters default in their obligations to sell the Securities hereunder on either the First Closing Date or any

Optional Closing Date and the aggregate number of Securities that such defaulting Underwriter or Underwriters agreed but failed to sell

does not exceed 10% of the total number of Securities that the Underwriters are obligated to sell on such Closing Date, the non-defaulting

Underwriters may make arrangements satisfactory to the Company for the sale of such Securities by other persons, including any of the

Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally,

in proportion to their respective commitments hereunder, to sell to the Securities that such defaulting Underwriters agreed but failed

to sell on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of the Securities with respect to

which such default or defaults occur exceeds 10% of the total number of the Securities that the Underwriters are obligated to sell on

such Closing Date and arrangements satisfactory to the Representatives and the Company for the sale of such Securities by other persons

are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter

or the Company, except as provided in Section 10 (provided that if such default occurs with respect to Option Securities after the First

Closing Date, this Agreement will not terminate as to the Underwritten Securities or any Option Securities sold prior to such termination).

As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing

herein will relieve a defaulting Underwriter from liability for its default.

10. Termination. The

Underwriters may terminate this Agreement by notice given by the Representatives to the Company, if after the execution and delivery of

this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case

may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities of the Company shall have been

suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance

services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal

or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets

or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any

other event specified in this subsection (v), makes it, in the judgment of the Representatives, impracticable or inadvisable to proceed

with the offer and the issuance of the Securities on the terms and in the manner contemplated in the Registration Statement, the General

Disclosure Package or the Final Prospectus.

11. Survival of Certain

Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company

or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,

regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of

their respective representatives, officers or directors or any controlling person and any other indemnified parties, and will survive

delivery of and payment for the Securities. If the sale of the Securities by the Underwriters is not consummated for any reason other

than solely because of the termination of this Agreement pursuant to Section 10 hereof, the Company will reimburse the Underwriters for

all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of

the Securities, and the respective obligations of the Company, and the Underwriters pursuant to Section 8 hereof shall remain in effect.

In addition, if any Securities have been sold hereunder, the representations and warranties in Section 2 and all obligations under Section

5 shall also remain in effect.

12. Notices. All

communications hereunder will be in writing and, if sent to the Representatives, will be mailed, delivered or sent and confirmed to

the Representatives, c/o Santander US Capital Markets LLC, 437 Madison Avenue, New York, N.Y. 10022, Email: [****], Attention:

Equity Capital Markets, c/o J.P. Morgan Securities LLC, 270 Park Avenue New York, N.Y. 10017, Fax: [****], Attention Equity

Syndicate Desk or, if sent to the Company, will be mailed, delivered or sent and confirmed to it at T1 Energy Inc., 1211 E 4th St,

Austin TX 78702, Attention: Evan Calio and Andrew Munro, with copies by email to [****], [****] and [****] provided, however, that

any notice to a Representative pursuant to Section 8 will be mailed, delivered or sent and confirmed to such Representative.

13. Successors. This

Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors

and controlling persons and other indemnified parties referred to in Section 8, and no other person will have any right or obligation

hereunder.

14. Representation of Underwriters.

The Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any

action under this Agreement taken by the Representatives, jointly or individually, will be binding upon all the Underwriters.

15. Counterparts. This

Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall

together constitute one and the same Agreement. The words “execution,” “signed,” “signature,” “delivery,”

and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed

to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,

validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,

as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

16. Absence of Fiduciary

Relationship. The Company acknowledge and agree that:

(a) No Other Relationship.

The Representatives have been retained solely to act as underwriters in connection with the issuance and sale of the Securities to the

Underwriters or purchasers procured by the Underwriters in the primary market and the sale by the Underwriters or purchasers procured

by the Underwriters of the Securities in the secondary market and that no fiduciary, advisory or agency relationship between the Company

and the Representatives have been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus,

irrespective of whether the Representatives have advised or is advising the Company on other matters. Additionally, neither the Representatives

nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters

in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own

independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or

liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or

other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of

the Company;

(b) Arms’ Length

Negotiations. The price of the Securities set forth in this Agreement was established by Company following discussions and arms-length

negotiations with the Representatives and the Company are capable of evaluating and understanding and understand and accept the terms,

risks and conditions of the transactions contemplated by this Agreement;

to Disclose. The Company have been advised that the Representatives and its affiliates are engaged in a broad range of transactions

which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests

and transactions to the Company by virtue of any fiduciary, advisory or agency relationship;

(d) Regulation BI.

The Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned

with respect to the offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and

tax advisors to the extent deemed appropriate. Although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to

you in connection with the offering of the Securities, the Representatives and the other Underwriters are not making a recommendation

to you to enter into this Agreement, and nothing set forth in such disclosures is intended to suggest that the Representatives or any

Underwriter is making such a recommendation. Furthermore, none of the activities of the Underwriters in connection with the transactions

contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to

any entity or natural person; and

(e) Waiver. The Company

waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged

breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect

of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company.

17. Applicable Law.

This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, and construed in

accordance with, the laws of the State of New York.

Each party hereto hereby submits

to the exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York (the “Specified

Courts”) in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each

party hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating

to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York

and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any

such court has been brought in an inconvenient forum.

18. Waiver of Jury Trial.

Each party hereto 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 Agreement or the transactions contemplated hereby.

19. Compliance with USA

PATRIOT Act. In accordance with the requirements of the USA PATRIOT Act, the Underwriters are required to obtain, verify and record

information that identifies their respective clients, including the Company, which information may include the name and address of their

respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

20. Recognition of the

U.S. Special Resolution Regimes.

(i) In the event

that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from

such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as

the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(ii) In the event

that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S.

Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised

to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed

by the laws of the United States or a state of the United States.

As used in this Section

20(ii):

“BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity”

means any of the following:

(i) a “covered

entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered

bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered

FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable.

“U.S. Special

Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

If the foregoing is in accordance

with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof,

whereupon it will become a binding agreement, the Company and the several Underwriters in accordance with its terms.

Very truly yours,

T1 ENERGY INC.

/s/ Evan Calio

Name:

Evan Calio

Title:

Chief Financial Officer

The foregoing

Underwriting Agreement is hereby confirmed and accepted as of the date first above written.

Santander US Capital Markets LLC

By:

/s/ Steven Winnert

Name:

Steven Winnert

Title:

Managing Director

By:

/s/ Conrad Rubin

Name:

Conrad Rubin

Title:

Managing Director

J.P. Morgan Securities LLC

By:

/s/ Guarav Maria

Name:

Guarav Maria

Title:

Managing Director

Acting on behalf of themselves and as the Representatives

of the several Underwriters.

SCHEDULE A

Underwriter

Principal Amount of

Underwritten

Securities

Santander US Capital Markets LLC

$ 52,000,000

J.P. Morgan Securities LLC

52,000,000

BTIG, LLC

16,000,000

HSBC Securities (USA) Inc.

8,000,000

SG Americas Securities, LLC

8,000,000

Roth Capital Partners, LLC

16,000,000

Johnson Rice & Company L.L.C.

8,000,000

Total

$ 160,000,000

SCHEDULE B

Information Included in the General Disclosure

Package

The following information is included in the General Disclosure

Package:

General Disclosure Package

● Pricing

Term Sheet in the form as set forth in Annex 1 hereto

Issuer Free Writing Prospectus(es) not included in the General

Disclosure Package

● Press release of the Company dated April 14, 2026 relating to the announcement

of the offering of the Securities

● Press release of the Company dated April 14, 2026 relating to the announcement

of the pricing of the Securities

Annex 1

Term Sheet

Filed Pursuant to Rule 433

Registration No. 333-292857

Issuer Free Writing Prospectus, dated April 14, 2026

PRICING TERM SHEET

April 14, 2026

T1 Energy Inc.

Offering of

$160,000,000 4.00% Convertible Senior Notes due 2031

The information in this pricing term sheet supplements T1 Energy Inc.’s

(“T1 Energy”) preliminary prospectus supplement, dated April 14, 2026 (the “Convertible Notes Preliminary Prospectus

Supplement”), relating to an offering of convertible senior notes (the “Convertible Notes Offering”), and the accompanying

prospectus, dated January 21, 2026, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities

Act”). This pricing term sheet supersedes the information in the Convertible Notes Preliminary Prospectus Supplement to the extent

inconsistent with the information in the Convertible Notes Preliminary Prospectus Supplement. Terms used, but not defined, in this pricing

term sheet have the respective meanings set forth in the Convertible Notes Preliminary Prospectus Supplement. As used in this pricing

term sheet, “we,” “our” and “us” refer to T1 Energy and not to its subsidiaries. T1 Energy has increased

the size of the Convertible Notes Offering from $125,000,000 to $160,000,000 (or, if the underwriters of the Convertible Notes Offering

fully exercise their over-allotment option, $184,000,000). The final prospectus supplement relating to the Convertible Notes Offering

will reflect conforming changes relating to such increase in the size of the Convertible Notes Offering.

Issuer:

T1 Energy Inc.

Securities:

4.00% Convertible Senior Notes due 2031 (the “Notes”)

Offering Size:

$160,000,000 aggregate principal amount of Notes, plus up to an additional $24,000,000 aggregate principal amount of Notes pursuant to the over-allotment option of the underwriters of the Convertible Notes Offering

Offering Price:

100% of principal amount per Note, plus accrued interest, if any, from the Settlement Date

Denominations/Multiple:

$1,000 / $1,000

Underwriting Discount:

4.50% of the principal amount of the Notes, and $7,200,000 in the aggregate (or $8,280,000 in the aggregate, if the underwriters of the Convertible Notes Offering fully exercise their over-allotment option)

Trade Date:

April 15, 2026

Settlement Date:

T+2; April 17, 2026. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day preceding the Settlement Date will be required, by virtue of the fact that the Notes initially will settle T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the business day preceding the Settlement Date should consult their own advisors.

Maturity:

April 15, 2031, unless earlier repurchased, redeemed or converted

Stated Interest Rate:

4.00% per annum

Interest Payment Dates:

April 15 and October 15 of each year, beginning on October 15, 2026

Interest Record Dates:

April 1 and October 1 of each year, immediately preceding any April 15 or October 15 interest payment date, as the case may be

Ticker / Exchange for the common stock, par value $0.01 per share, of T1 Energy (“Common Stock”):

TE / The New York Stock Exchange (“NYSE”)

Last Reported Sale Price per Share of the Common Stock on NYSE on April 14, 2026:

$4.86

Conversion Premium:

Approximately 40% above the Last Reported Sale Price per Share of the Common Stock on NYSE on April 14, 2026

Initial Conversion Price:

Approximately $6.80 per share of Common Stock

Initial Conversion Rate:

146.9724 shares of Common Stock per $1,000 principal amount of Notes

Settlement Method:

Upon conversion, we will pay and/or deliver, as the case may be, cash, shares of our Common Stock or a combination of cash and shares of our Common Stock, at our election. See “Description of Notes—Conversion Rights—Settlement upon Conversion” in the Convertible Notes Preliminary Prospectus Supplement.

Optional Redemption:

We may not redeem the Notes prior to April 20, 2029. We may redeem for cash all or part of the Notes (subject to the partial redemption limitation described below), at our option, on or after April 20, 2029 and prior to the 41st scheduled trading day immediately preceding the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide the related notice of redemption. Pursuant to the partial redemption limitation, we may not elect to redeem less than all of the outstanding Notes unless at least $50 million aggregate principal amount of Notes are outstanding and not subject to redemption as of the time we send the related redemption notice. In addition, if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such notice of redemption. See “Description of Notes—Optional Redemption” in the Convertible Notes Preliminary Prospectus Supplement.

Fundamental Change:

If we undergo a “fundamental change” (as defined in the Convertible Notes Preliminary Prospectus Supplement under “Description of Notes—Fundamental Change Permits Holders to Require Us to Repurchase Notes”), subject to certain conditions and subject to a limited exception described in the Convertible Notes Preliminary Prospectus Supplement, holders may require us to repurchase for cash all or part of their Notes in principal amounts of $1,000 or an integral multiple thereof. The fundamental change repurchase price will be 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. See “Description of Notes—Fundamental Change Permits Holders to Require Us to Repurchase Notes” in the Convertible Notes Preliminary Prospectus Supplement.

Use of Proceeds:

We estimate the net proceeds from the Convertible Notes Offering will be approximately $151.6 million (or approximately $174.5 million if the underwriters exercise in full their over-allotment option), after deducting the underwriters’ discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds of the Convertible Notes Offering (including the net proceeds from the underwriters’ option to purchase additional Notes, if any, to cover over-allotments) for (i) construction and development of infrastructure and purchase of production line equipment relating to Phase 1 of G2_Austin and (ii) general corporate purposes. See “Use of Proceeds” in the Convertible Notes Preliminary Prospectus Supplement.

Lead Bookrunning Managers:

Santander US Capital Markets LLC J.P. Morgan Securities LLC

Joint Bookrunning Managers:

BTIG, LLC HSBC Securities (USA) Inc. SG Americas Securities, LLC

Co-Managers:

Roth Capital Partners, LLC Johnson Rice & Company L.L.C.

CUSIP / ISIN for Notes:

CUSIP: 35834F AC8 / ISIN: US35834FAC86

Increase to Conversion Rate in Connection with a Make-Whole Fundamental Change or Notice of Redemption:

Holders who convert their Notes in connection with a make-whole fundamental change occurring prior to the maturity date, and holders who convert their Notes called (or deemed to be called) for redemption in connection with the related notice of redemption, may be entitled to an increase in the conversion rate for those Notes to be converted. The following table sets forth the number of additional shares by which the conversion rate will be increased per $1,000 principal amount of Notes for each stock price and effective date set forth below:

Stock Price

Effective

Date

$4.86

$5.50

$6.25

$6.80

$7.75

$8.84

$10.00

$15.00

$25.00

$40.00

$60.00

$90.00

April 17, 2026

58.7889

48.2836

39.2832

34.2353

27.6077

22.1878

18.0490

9.0440

3.5752

1.2650

0.3442

0.0000

April 15, 2027

58.7889

47.7218

38.2048

32.9294

26.0968

20.6109

16.5060

7.9287

3.0568

1.0733

0.2828

0.0000

April 15, 2028

58.7889

46.4455

36.2864

30.7500

23.7174

18.2285

14.2440

6.4293

2.4196

0.8520

0.2138

0.0000

April 15, 2029

58.7889

44.1145

33.0656

27.2000

19.9884

14.6267

10.9440

4.4900

1.6796

0.6040

0.1390

0.0000

April 15, 2030

58.7889

40.0945

27.4368

21.0574

13.7742

8.9683

6.0950

2.1880

0.8772

0.3283

0.0645

0.0000

April 15, 2031

58.7889

34.8455

13.0272

0.0868

0.0000

The exact stock prices and effective dates may not be set forth in

the table above, in which case:

● If the stock price is between two stock prices in the table above or the effective date is between two

effective dates in the table, the number of additional shares by which the conversion rate will 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.

● If the stock price is greater than $90.00 per share (subject to adjustment in the same manner as the stock

prices set forth in the column headings of the table above, as described in the Convertible Notes Preliminary Prospectus Supplement),

no additional shares will be added to the conversion rate.

● If the stock price is less than $4.86 per share (subject to adjustment in the same manner as the stock

prices set forth in the column headings of the table above, as described in the Convertible Notes Preliminary Prospectus Supplement),

no additional shares will be added to the conversion rate.

Notwithstanding the foregoing, in no event will the conversion rate

per $1,000 principal amount of Notes exceed 205.7613 shares of Common Stock, subject to adjustment in the same manner as the conversion

rate as set forth in the Convertible Notes Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion

Rights—Conversion Rate Adjustments.”

We have filed a registration statement (including a prospectus)

and the Convertible Notes Preliminary Prospectus Supplement with the Securities and Exchange Commission (the “SEC”) for the

offering to which this communication relates. Before you invest, you should read the Convertible Notes Preliminary Prospectus Supplement

and the prospectus in that registration statement and other documents we have filed with the SEC for more complete information about us

and this offering. You may get these documents free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any underwriter

or any dealer participating in the offering will arrange to send you the Convertible Notes Preliminary Prospectus Supplement (or, when

available, the final prospectus supplement) and the accompanying prospectus upon request to: Santander US Capital Markets LLC, Attention:

ECM Syndicate, 437 Madison Avenue, New York, NY 10022, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602; or

J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com

and postsalemanualrequests@broadridge.com.

The information in this pricing term sheet is not a complete description

of the Notes or the Convertible Notes Offering. You should rely only on the information contained or incorporated by reference in the

Convertible Notes Preliminary Prospectus Supplement and the accompanying prospectus, as supplemented by this pricing term sheet, in making

an investment decision with respect to the Notes.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE

TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION

BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

Exhibit A

Form of Lock-Up Agreement

[●], 2026

Santander

us Capital markets llc (“santander”)

437 Madison Avenue,

New York, N.Y. 10022

J.P. Morgan

Securities LLC (“J.P. Morgan”)

270 Park Avenue,

New York, N.Y. 10017

As Representatives of the Several Underwriters

named in Schedule A hereto,

Ladies and Gentlemen:

The undersigned understands that you, as Representatives

of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”)

with T1 Energy Inc., and any successor (by merger or otherwise) thereto (the “Company”), providing for the public offering

(the “Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”),

of debt securities convertible into common stock, par value $0.01 per share of the Company (the “Common Stock”)

(such securities, the “Securities”). Capitalized terms used herein and not otherwise defined shall have the

meanings set forth in the Underwriting Agreement.

As an inducement to the Underwriters

to execute the Underwriting Agreement (the “Underwriting Agreement”), the undersigned hereby agrees that during the

period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, lend, contract

to sell, pledge or otherwise dispose of, directly or indirectly, any Lock-Up Securities, enter into a transaction which would have the

same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences

of ownership of the Lock-Up Securities, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up Securities

or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition,

or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of each of the

Representatives. In addition, the undersigned agrees that, without the prior written consent of each of the Representatives, it will not,

during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Lock-Up Securities.

Notwithstanding the foregoing,

the undersigned may:

(a) transfer the undersigned’s Lock-Up Securities without the consent of the Representatives:

i. as a bona fide gift or gifts, or for bona fide estate planning purposes;

ii. by will, other testamentary document or intestacy;

iii. to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned,

or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes

of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership

or adoption, not more remote than first cousin);

iv. to a partnership, limited liability company or other entity of which the undersigned and/or the immediate

family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;

v. to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible

under clauses i through iv above;

vi. by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree

or separation agreement;

vii. (A) to the Company from an employee of the Company upon death, disability or termination of employment,

in each case, of such employee or (B) to the Company pursuant to the provisions of any policy of the Company with respect to the recoupment

of incentive-based compensation;

viii. as part of a sale of the undersigned’s Lock-Up Securities acquired in the Offering or in open market

transactions after the closing date for the Offering;

ix. (A) to the Company or (B) in broker-assisted market transactions in connection with the vesting, settlement,

or exercise of restricted stock awards, restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including,

in each case, in transfers to the Company, by way of “net” or “cashless” exercise), including for the payment

of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock awards,

restricted stock units, options, warrants or rights; provided that any such shares of Common Stock received and, in the case of transfers

contemplated in clause (B) of this paragraph, retained upon such exercise, vesting or settlement shall be subject to the terms of this

Lock-Up Agreement, and provided further that any such restricted stock awards, restricted stock units, options, warrants or rights are

held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each

such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus; or

x. pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that

is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of

Control (as defined below) of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender

offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group

of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least

a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender

offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject

to the provisions of this Lock-Up Agreement;

provided that (A) in the case of any

transfer or distribution pursuant to clause ‎(a)‎(i), ‎(ii), ‎(iii), ‎(iv), ‎(v), and ‎(vi), such transfer

shall not involve a disposition for value and each donee, devisee, transferee or distributee shall, except in the case of a transfer pursuant

to clause (vi), execute and deliver to the Representatives a lock-up letter in the form of this Lock-Up Agreement, (B) in the case of

any transfer or distribution pursuant to clause ‎(a), it shall be a condition to such transfer that no public filing, report or announcement

shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting

a reduction in beneficial ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required

during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and conditions

of such transfer;

(b) exercise outstanding options, settle restricted stock units or other equity awards or exercise warrants

pursuant to plans described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus; provided that any

Lock-Up Securities received upon such exercise, vesting or settlement shall be subject to the terms of this Lock-Up Agreement;

shares of Common Stock or warrants to acquire shares of Common Stock; provided that any such shares of Common Stock or warrants received

upon such conversion shall be subject to the terms of this Lock-Up Agreement; or

(d) establish one or more trading plans after the date of this Lock-Up Agreement pursuant to Rule 10b5-1 under

the Exchange Act for the transfer or disposition of shares of Common Stock; provided that (1) such plans do not provide for the transfer

or disposition of Lock-Up Securities during the Lock-Up Period and (2) any public announcement or filing under the Exchange Act made by

any person regarding the establishment of such plan during the Lock-Up Period shall include a statement that the undersigned is not permitted

to transfer, sell or otherwise dispose of securities under such plan during the Locked-Up Period in contravention of this Lock-Up Agreement.

The Lock-Up Period will commence

on the date on which the Underwriting Agreement is executed and continue and include the date that is 30 days after the date of the final

prospectus supplement used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement

governing the terms of the Offering.

In furtherance of the foregoing,

the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Securities if such transfer

would constitute a violation or breach of this Lock-Up Agreement.

The undersigned acknowledges

and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action

from the undersigned with respect to the Offering of the Shares or this Lock-Up Agreement and the undersigned has consulted their own

legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees

that, although the Underwriters may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to

you in connection with the Offering, the Underwriters are not making a recommendation to you to participate in the Offering, to enter

into this Lock-Up Agreement or to sell any Shares.

This Lock-Up Agreement shall

be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Lock-Up Agreement

shall lapse and become null and void at the earliest of (i) the time the Company notifies you in writing that it does not intend to proceed

with the Offering, (ii) the Underwriting Agreement is terminated for any reason prior to the sale of the Securities to the Underwriters

and (iii) if the Public Offering Date shall not have occurred on or before April 15, 2026. This agreement and any claim, controversy

or dispute arising under or related to this agreement shall be governed by, and construed in accordance with, the laws of the State of

New York.

[Signature page follows]

Very truly yours,

IF AN INDIVIDUAL:

By:

(duly authorized signature)

Name:

(please print full name)

Address:

EX-4.2 — SECOND SUPPLEMENTAL INDENTURE

EX-4.2

Filename: ea028661001ex4-2.htm · Sequence: 3

Exhibit 4.2

Execution Version

SECOND SUPPLEMENTAL INDENTURE

Dated as of April 17, 2026

Between

T1 ENERGY INC.

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

4.00% Convertible Senior Notes due 2031

TABLE OF CONTENTS

Page

Article 1

Definitions; Rules of Construction; Scope and Interpretation of Base Indenture

Section 1.01. Definitions

Section 1.02. References to Interest

Section 1.03. Certain Terms of the Trust Indenture Act

Section 1.04. Interpretation; Scope of Supplemental Indenture; Suppression of Base Indenture

Article 2

Issue, Description, Execution, Registration and Exchange of Notes

Section 2.01. Designation and Amount

Section 2.02. Form of Notes

Section 2.03. Date and Denomination of Notes; Payments of Interest and Defaulted Amounts

Section 2.04. Execution, Authentication and Delivery of Notes

Section 2.05. Exchange and Registration of Transfer of Notes; Depositary

Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes

Section 2.07. Temporary Notes

Section 2.08. Cancellation of Notes Paid, Converted, Etc

Section 2.09. CUSIP Numbers

Section 2.10. Additional Notes; Repurchases

Article 3

Satisfaction and Discharge

Section 3.01. Satisfaction and Discharge

Article 4

Particular Covenants of the Company

Section 4.01. Payment of Principal and Interest

Section 4.02. Maintenance of Office or Agency

Section 4.03. Appointments to Fill Vacancies in Trustee’s Office

Section 4.04. Provisions as to Paying Agent

Section 4.05. Existence

Section 4.06. Annual Reports

Section 4.07. Stay, Extension and Usury Laws

Section 4.08. Compliance Certificate; Statements as to Defaults

Section 4.09. Further Instruments and Acts

Article 5

Lists of Holders and Reports by the Company and the Trustee

Section 5.01. Lists of Holders

Section 5.02. Preservation and Disclosure of Lists; Communications With Holders

Section 5.03. Reports by the Trustee

Article 6

Defaults and Remedies

Section 6.01. Events of Default

Section 6.02. Acceleration; Rescission and Annulment

Section 6.03. Additional Interest

Section 6.04. Payments of Notes on Default; Suit Therefor

Section 6.05. Application of Monies Collected by Trustee

Section 6.06. Proceedings by Holders

Section 6.07. Proceedings by Trustee

Section 6.08. Remedies Cumulative and Continuing

Section 6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders

Section 6.10. Notice of Defaults

Section 6.11. Undertaking to Pay Costs

Article 7

Concerning the Trustee

Section 7.01. Duties and Responsibilities of Trustee

Section 7.02. Reliance on Documents, Opinions, Etc

Section 7.03. No Responsibility for Recitals, Etc

Section 7.04. Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes

Section 7.05. Monies to Be Held in Trust

Section 7.06. Compensation and Expenses of Trustee

Section 7.07. Officer’s Certificate as Evidence

Section 7.08. Eligibility of Trustee

Section 7.09. Resignation or Removal of Trustee

Section 7.10. Acceptance by Successor Trustee

Section 7.11. Succession by Merger, Etc

Section 7.12. Trustee’s Application for Instructions from the Company

Section 7.13. Preferential Collection of Claims Against the Company

Article 8

Concerning the Holders

Section 8.01. Action by Holders

Section 8.02. Proof of Execution by Holders

Section 8.03. Who Are Deemed Absolute Owners

Section 8.04. Company-Owned Notes Disregarded

Section 8.05. Revocation of Consents; Future Holders Bound

Article 9

Holders’ Meetings

Section 9.01. Purpose of Meetings

Section 9.02. Call of Meetings by Trustee

Section 9.03. Call of Meetings by Company or Holders

Section 9.04. Qualifications for Voting

Section 9.05. Regulations

Section 9.06. Voting

Section 9.07. No Delay of Rights by Meeting

Article 10

Supplemental Indentures and Amendments

Section 10.01. Supplemental Indentures and Amendments Without Consent of Holders

Section 10.02. Supplemental Indentures and Amendments with Consent of Holders

Section 10.03. Effect of Supplemental Indentures and Amendments

Section 10.04. Notation on Notes

Section 10.05. Evidence of Compliance of Supplemental Indenture or Amendment 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 Corporation 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 Notes Solely Corporate Obligations

Article 13

[Intentionally Omitted]

iii

Article 14

Conversion of Notes

Section 14.01. Conversion Privilege

Section 14.02. Conversion Procedure; Settlement Upon Conversion

Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Redemption Notice

Section 14.04. Adjustment of Conversion Rate

Section 14.05. Adjustments of Prices

Section 14.06. Shares to Be Fully Paid

Section 14.07. Effect of Recapitalizations, Reclassifications and Changes of the Common Stock

Section 14.08. Certain Covenants

Section 14.09. Responsibility of Trustee

Section 14.10. [Reserved]

Section 14.11. Stockholder Rights Plans

Section 14.12. Exchange in Lieu of Conversion

Article 15

Repurchase of Notes at Option of Holders

Section 15.01. [Intentionally Omitted]

Section 15.02. Repurchase at Option of Holders Upon a Fundamental Change

Section 15.03. Withdrawal of Fundamental Change Repurchase Notice

Section 15.04. Deposit of Fundamental Change Repurchase Price

Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes

Article 16

Optional Redemption

Section 16.01. Optional Redemption on or after April 20, 2029

Section 16.02. Redemption Notice

Section 16.03. Payment of Notes Called for Optional Redemption

Section 16.04. Restrictions on Optional Redemption

Section 16.05. Sinking Fund

Article 17

Miscellaneous Provisions

Section 17.01. Provisions Binding on Company’s Successors

Section 17.02. Official Acts by Successor Entity

Section 17.03. Addresses for Notices, Etc

Section 17.04. Governing Law; Jurisdiction

Section 17.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee

Section 17.06. Legal Holidays

Section 17.07. No Security Interest Created

Section 17.08. Benefits of Indenture

Section 17.09. Table of Contents, Headings, Etc

Section 17.10. Authenticating Agent

Section 17.11. Execution in Counterparts

Section 17.12. Severability

Section 17.13. Waiver of Jury Trial

Section 17.14. Force Majeure

Section 17.15. Calculations

Section 17.16. USA PATRIOT Act

Section 17.17. Electronic Signatures

Section 17.18. Withholding Taxes

Section 17.19. Trust Indenture Act Controls

EXHIBIT

Exhibit A Form of Note

A-1

TRUST INDENTURE ACT CROSS-REFERENCE TABLE1

Section of Trust Indenture Act of 1939, as amended

Section of Indenture

310(a)

7.08

310(b)

7.08

7.09

310(c)

Inapplicable

311(a)

7.13

311(b)

7.13

311(c)

Inapplicable

312(a)

5.01

5.02(a)

312(b)

5.02(b)

312(c)

5.02(b)

313(a)

5.03(a)

313(b)

5.03(b)

313(c)

5.03(a)

5.03(b)

313(d)

4.06

314(a)

4.06

4.08

314(b)

Inapplicable

314(c)

17.05

314(d)

Inapplicable

314(e)

17.05

314(f)

Inapplicable

315(a)

7.01

315(b)

6.10

315(c)

7.01

315(d)

7.01

315(e)

6.11

316(a)

8.01

8.04

316(b)

6.06

316(c)

8.01

317(a)

6.04

317(b)

4.04

318(a)

17.19

1 This Cross-Reference Table does not constitute part of the Indenture

and shall not have any bearing on the interpretation of any of its terms or provisions.

SECOND SUPPLEMENTAL INDENTURE, dated as of April

17, 2026 between T1 ENERGY INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section

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

as more fully set forth in ‎Section 1.01), to the Base Indenture (as defined below).

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the

Company has duly authorized the issuance of its 4.00% Convertible Senior Notes due 2031 (the “Notes”), initially in

an aggregate principal amount not to exceed $184,000,000, and in order to provide the terms and conditions upon which the Notes are to

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

defined below) pursuant to Section 2.01, Section 3.01 and Section 14.01(p) of the Base Indenture; and

WHEREAS, the Form of Note, the certificate of authentication

to be borne by each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment

and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and

WHEREAS, all acts and things necessary to make

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

the Indenture (as defined below) provided, the valid, binding and legal obligations of the Company, and the Indenture the valid, binding

and legal obligations of the Company, have been done and performed, and the execution of this Supplemental Indenture and the issuance

hereunder of the Notes have in all respects been duly authorized.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

That in order to declare the terms and conditions

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

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

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

Article

Definitions; Rules of Construction; Scope and Interpretation of Base Indenture

Section 1.01.

Definitions. Subject to the last paragraph of ‎‎Section 1.03, capitalized terms used in this Supplemental

Indenture without definition have the respective meanings ascribed to them in the Base Indenture. For purposes of the Notes, the

following additional definitions will apply and supersede any conflicting definitions in the Base Indenture. The words

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

as a whole and not to any particular Article, Section or other subdivision. Unless express reference is made to the Base Indenture,

each Article, Section, clause, paragraph, other subdivision or exhibit reference in this Supplemental Indenture refers to the

referenced Article, Section, clause, paragraph, other subdivision or exhibit, as applicable, of this Supplemental Indenture. The

terms defined in this Article include the plural as well as the singular (unless the context otherwise requires).

“1% Exception” means the provisions

set forth in ‎Section 14.04(k).

“Additional Interest” means

all amounts, if any, payable pursuant to ‎Section 6.03.

“Additional Shares” shall have

the meaning specified in ‎Section 14.03(a).

“Affiliate” of any specified

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

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

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

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

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

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

be made, as the case may be, hereunder.

“Agent” means any Bid Solicitation

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

“Authorized Denomination” shall

have the meaning specified in ‎Section 2.03(a).

“Base Indenture” means that

certain Indenture, dated as of December 16, 2025, between the Company and the Trustee.

“Bid Solicitation Agent” means

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

14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. The Company may, however, appoint another Person to act as

Bid Solicitation Agent at any time without prior notice to Holders.

“Board of Directors” means the

board of directors of the Company or a committee of such board duly authorized to act for it hereunder.

“Board Resolution” means a copy

of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors,

and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Combination Event”

shall have the meaning specified in ‎Section 11.01(a).

“Business Day” means, with respect

to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York or commercial banks in New

York are authorized or required by law or executive order to close or be closed.

“Called Notes” means Notes called

for redemption pursuant to Article 16 or subject to a Deemed Redemption.

“Capital Stock” means, for any

entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however

designated) stock issued by that entity; provided that debt securities that are convertible into or exchangeable for Capital Stock

shall not constitute Capital Stock prior to their conversion or exchange, as the case may be.

“Cash Settlement” shall have

the meaning specified in ‎Section 14.02(a).

“Certificate of Incorporation”

means the Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, of the Company.

“Clause A Distribution” shall

have the meaning specified in Section 14.04(c).

“Clause B Distribution” shall

have the meaning specified in Section 14.04(c).

“Clause C Distribution” shall

have the meaning specified in Section 14.04(c).

“close of business” means 5:00

p.m. (New York City time).

“Combination Settlement” shall

have the meaning specified in ‎Section 14.02(a).

“Commission” means the U.S.

Securities and Exchange Commission.

“Common Equity” of any Person

means Capital Stock of such Person that is generally entitled (a) to vote on the election of directors of such Person or (b) if such Person

is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will

control the management or policies of such Person.

“Common Stock” means the common

stock of the Company, par value $0.01 per share, at the date of this Supplemental Indenture, subject to ‎Section 14.07.

“Company” shall have the meaning

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

and assigns.

“Company Order” means a written

order of the Company, signed by the Company’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General

Counsel, or any director of the Board of Directors, and delivered to the Trustee.

“Conversion Agent” shall have

the meaning specified in ‎Section 4.02.

“Conversion Date” shall have

the meaning specified in ‎Section 14.02(c).

“Conversion Obligation” shall

have the meaning specified in ‎Section 14.01(a).

“Conversion Price” means as

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

“Conversion Rate” shall have

the meaning specified in Section 14.01(a).

“Corporate Event” shall have

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

“Corporate Trust Office” means

the designated office of the Trustee at which at any time the Indenture shall be administered, which office at the date hereof is located

at U.S. Bank Trust Company, National Association, 5065 Wooster Road, Cincinnati, OH 45226, Attn: T1 Energy Notes Administrator (S. Gomes),

or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate

trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the

Holders and the Company).

“Custodian” means the Trustee,

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

“Daily Conversion Value” means,

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

immediately after the close business on such VWAP Trading Day and (b) the Daily VWAP for such VWAP Trading Day.

“Daily Measurement Value” means

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

“Daily Settlement Amount,” for

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

(a) cash

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

(b) if

the Daily Conversion Value exceeds the Daily Measurement Value, a number of shares of Common Stock equal to (i) the difference between

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

“Daily VWAP” means, for each

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

under the heading “Bloomberg VWAP” on Bloomberg page “TE <equity> AQR” (or its equivalent successor if such

page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary

trading session on such VWAP Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the

Common Stock on such VWAP Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment

banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours

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

“Deemed Redemption” shall have

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

“Default” means any event that

is, or after notice or passage of time, or both, would be, an Event of Default.

“Defaulted Amounts” means any

amounts on any Note (including, without limitation, the Redemption Price, cash consideration due upon conversion, the Fundamental Change

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

“Depositary” means, with respect

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

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

means or include such successor.

“Distributed Property” shall

have the meaning specified in Section 14.04(c).

“Effective Date” shall have

the meaning specified in ‎Section 14.03(c), except that, as used in ‎Section

14.04 and ‎Section 14.05, “Effective Date” means

the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting

the relevant share split or share combination, as applicable.

“Event of Default” shall have

the meaning specified in ‎Section 6.01.

“Ex-Dividend Date” means the

first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the

right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock

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

“Exchange Act” means the Securities

Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange in Lieu of Conversion”

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

“Exempted Fundamental Change”

shall have the meaning specified in Section 15.02(g).

“Foreign Ownership Limitations”

means the restrictions on ownership of the Company’s stock by certain specified foreign entities as set forth in the Certificate

of Incorporation.

“Form of Assignment and Transfer”

means the “Form of Assignment and Transfer” in substantially the form attached as Attachment 3 to the Form of Note attached

hereto as Exhibit A.

“Form of Fundamental Change Repurchase

Notice” means the “Form of Fundamental Change Repurchase Notice” in substantially the form attached as Attachment

2 to the Form of Note attached hereto as Exhibit A.

“Form of Note” means the “Form

of Note” attached hereto as Exhibit A.

“Form of Notice of Conversion”

means the “Form of Notice of Conversion” in substantially the form attached as Attachment 1 to the Form of Note attached hereto

as Exhibit A.

“Fundamental Change” shall be

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

(a) a

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

or indirect Wholly Owned Subsidiaries and the employee benefit plans of the Company and its direct or indirect Wholly Owned Subsidiaries,

files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct

or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Common Stock representing more than

50% of the voting power of the Common Stock;

(b) the

consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than a change only in par value or from

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

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

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

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

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

that a transaction described in clause (A) or (B) in which the holders of all classes of the Company’s Common Equity immediately

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

or transferee or the parent thereof immediately after such transaction in substantially the same proportions (relative to each other)

as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);

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

(d) the

Common Stock (or other common stock or depositary receipts in respect of Common Equity, in each case, into which the Notes become convertible)

ceases to be listed or quoted on any of The New York Stock Exchange, the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global

Market or The Nasdaq Capital Market (or any of their respective successors);

provided, however, that a transaction or transactions

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

to be received by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made pursuant

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

receipts in respect of Common Equity, in each case, 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 Notes become convertible into

such consideration, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights

(subject to the provisions of ‎Section 14.02(a)). 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 proviso immediately following clause (d) of this definition,

following the effective date of such transaction) references to the Company in this definition shall instead be references to such other

entity.

Solely for the purposes of this definition (but,

for the avoidance of doubt, not for purposes of the definition of Make-Whole Fundamental Change), (x) any transaction or event described

in both clause (a) and in clause (b)(A) or (B) above (without regard to the proviso in clause (b)) shall be deemed to occur solely

pursuant to clause (b) above (subject to such proviso).

“Fundamental Change Company Notice”

shall have the meaning specified in ‎Section 15.02(c).

“Fundamental Change Repurchase Date”

shall have the meaning specified in ‎Section 15.02(a).

“Fundamental Change Repurchase Notice”

shall have the meaning specified in ‎Section 15.02(b)(i).

“Fundamental Change Repurchase Price”

shall have the meaning specified in ‎Section 15.02(a).

“given,” with respect to any

notice to be given to a Holder pursuant to the Indenture, shall mean notice (x) given to the Depositary (or its designee) pursuant to

the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices or 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 the Indenture.

“Global Note” shall have the

meaning specified in ‎Section 2.05(b).

“Holder,” as applied to any

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

Note is registered on the Note Register.

“Indenture” means the Base Indenture,

as amended by this Supplemental Indenture, and as the same may be further amended or supplemented from time to time as herein provided

with respect to the Notes.

“Interest Payment Date” means

each April 15 and October 15 of each year, beginning on October 15, 2026.

“Last Reported Sale Price” of

the Common Stock (or other security for which a closing sale price must be determined) on 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 of Common Stock (or such other security) on that date as reported in composite transactions

for the principal U.S. national or regional securities exchange on which the Common Stock (or such other security) is traded. If the Common

Stock (or such other security) is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the

“Last Reported Sale Price” shall be the last quoted bid price per share of Common Stock (or such other security) in

the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock

(or such other security) is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of

the last bid and ask prices per share of Common Stock (or such other security) on the relevant date from each of at least three nationally

recognized independent investment banking firms selected by the Company for this purpose. The “Last Reported Sale Price”

shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Make-Whole Fundamental Change”

means any transaction or event that constitutes a “Fundamental Change” as defined above and determined after giving effect

to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof.

“Make-Whole Fundamental Change Period”

shall have the meaning specified in ‎Section 14.03(a).

“Market Disruption Event” means

(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 April

15, 2031.

“Measurement Period” shall have

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

“Note” or “Notes”

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

“Note Register” shall have the

meaning specified in ‎Section 2.05(a).

“Note Registrar” shall have

the meaning specified in ‎Section 2.05(a).

“Notice of Conversion” shall

have the meaning specified in ‎Section 14.02(b)(ii)(A).

“Observation Period” with respect

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

15, 2031, the 40 consecutive VWAP Trading Day period beginning on, and including, the second VWAP Trading Day immediately succeeding such

Conversion Date; (ii) with respect to any Called Notes, if the relevant Conversion Date occurs during a Redemption Period with respect

to such Called Notes, the 40 consecutive VWAP Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding

the related Redemption Date; and (iii) subject to clause (ii) above, if the relevant Conversion Date occurs on or after January 15, 2031,

the 40 consecutive VWAP Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Maturity Date.

“Officer” means, with respect

to the Company, the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Legal &

Policy Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary and any Vice President

of the Company.

“Officer’s Certificate,”

when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed on behalf of the Company

by an Officer of the Company. Each such certificate shall include the statements provided for in ‎Section 17.05 if and to the extent

required by the provisions of such Section.

“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, who is reasonably acceptable to the Trustee,

that is delivered to the Trustee. Each such opinion shall include the statements provided for in ‎Section 17.05 if and to the extent

required by the provisions of such ‎Section 17.05.

“Optional Redemption” shall

have the meaning specified in ‎Section 16.01(a).

“outstanding,” when used with

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

delivered by the Trustee under this Supplemental Indenture, except:

(a) Notes

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

(b) Notes,

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

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

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

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

authenticated and delivered pursuant to the terms of ‎Section 2.06 unless proof satisfactory to the Trustee is presented that any

such Notes are held by protected purchasers in due course;

(d) Notes

converted pursuant to ‎Article 14 and required to be cancelled pursuant to

‎Section 2.08; and

(e) Notes

redeemed pursuant to ‎Article 16.

“Partial Redemption Limitation”

shall have the meaning specified in ‎Section 16.01(b).

“Paying Agent” shall have the

meaning specified in ‎Section 4.02.

“Person” means an individual,

a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated

organization or a government or an agency or a political subdivision thereof.

“Physical Notes” means permanent

certificated Notes in registered form issued in Authorized Denominations.

“Physical Settlement” shall

have the meaning specified in ‎Section 14.02(a).

“Predecessor Note” of any particular

Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes

of this definition, any Note authenticated and delivered under ‎Section 2.06 in lieu of or in exchange for a mutilated, lost, destroyed

or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces.

“Prospectus Supplement” means

the preliminary prospectus supplement dated April 14, 2026, as supplemented by the related pricing term sheet dated April 14, 2026, relating

to the offering and sale of the Notes.

“Qualified Successor Entity”

means, with respect to a Business Combination Event, a corporation; provided, however, that (i) if such Business Combination

Event is an Exempted Fundamental Change, then a limited liability company, limited partnership or other similar entity shall also constitute

a Qualified Successor Entity with respect to such Business Combination Event; and (ii) a limited liability company or limited partnership

that is the resulting, surviving or transferee person of such Business Combination Event shall also constitute a Qualified Successor Entity

with respect to such Business Combination Event, provided that, in the case of this clause (ii) all of the following conditions

are satisfied: (1) either (x) such limited liability company or limited partnership 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) the Company has received an opinion of a nationally recognized tax counsel to the effect that such Business

Combination Event shall not be treated as an exchange under Section 1001 of the Internal Revenue Code of 1986, as amended, for Holders

or beneficial owners of the Notes; (2) such Business Combination Event constitutes a Share Exchange Event whose Reference Property

consists solely of any combination of cash in U.S. dollars and shares of Common Stock or other corporate Common Equity interests of 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 such

limited liability company or limited partnership; and (3) if such limited liability company or limited partnership is disregarded

as separate from its owner for U.S. federal income tax purposes, its regarded owner for those purposes is an entity described in clause

(ii)(2).

“Record Date” means, with respect

to any dividend, distribution or other transaction or event in which the holders of Common Stock (or other applicable security) have the

right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted

into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other

security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute,

by contract or otherwise).

“Redemption Date” shall have

the meaning specified in ‎Section 16.02(a).

“Redemption Notice” shall have

the meaning specified in ‎Section 16.02(a).

“Redemption Period” means, with

respect to any Optional Redemption, the period from, and including, the date the Company delivers the Redemption Notice for such Optional

Redemption, until the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date (or, if

the Company defaults in the payment of the Redemption Price, until the Redemption Price has been paid or duly provided for).

“Redemption Price” means, for

any Notes to be redeemed pursuant to ‎Article 16, 100% of the principal amount of such Notes, plus accrued and unpaid interest,

if any, to, but excluding, the applicable Redemption Date (unless such Redemption Date falls after a Regular Record Date but on or prior

to the immediately succeeding Interest Payment Date, in which case interest accrued on such Notes to the Interest Payment Date will be

paid to Holders of record of such Notes as of the close of business on such Regular Record Date, and the Redemption Price will be equal

to 100% of the principal amount of such Notes).

“Reference Property” shall have

the meaning specified in ‎Section 14.07(a).

“Regular Record Date,” with

respect to any Interest Payment Date, means the April 1 or October 1 (whether or not such day is a Business Day) immediately preceding

the applicable April 15 or October 15 Interest Payment Date, respectively.

“Responsible Officer” means,

when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee, including any vice president, assistant

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

similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter

relating to the Indenture is referred because of such person’s knowledge of and familiarity with the particular subject and, in

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

“Scheduled Trading Day” means

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

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

means a Business Day.

“Securities Act” means the Securities

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

“Settlement Amount” has the

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

“Settlement Method” means, with

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

elected) by the Company.

“Settlement Method Election Deadline”

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

“Settlement Notice” has the

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

“Share Exchange Event” has the

meaning specified in ‎Section 14.07(a).

“Significant Subsidiary” means

any Subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1-02(w) under Regulation S-X promulgated

pursuant to the Securities Act.

“Specified Dollar Amount” means,

in respect of the conversion of any Note, the maximum cash amount (excluding cash in lieu of any fractional share) per $1,000 principal

amount of such Notes to be received upon conversion as specified in the Settlement Notice related to any converted Notes (or as the Company

is otherwise deemed to have elected).

“Spin-Off” shall have the meaning

specified in ‎Section 14.04(c).

“Stock Price” shall have the

meaning specified in ‎Section 14.03(c).

“Subsidiary” means, with respect

to any Person, any corporation, limited liability company, partnership, association or other business entity of which more than 50% of

the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more Subsidiaries of such Person (or a combination

thereof).

“Successor Entity” shall have

the meaning specified in ‎Section 11.01(a)(i)(A).

“Supplemental Indenture” means

this Second Supplemental Indenture, as amended or supplemented from time to time.

“Trading Day” means 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 such other

security) is available on such securities exchange or market; provided that if the Common Stock (or such other security) is not

so listed or traded, “Trading Day” means a Business Day.

“Trading Price” of the Notes

on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $1,000,000

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

recognized securities dealers the Company selects for this purpose, which may include one or more of the Underwriters; 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 as the Trading Price, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that

one bid shall be used as the Trading Price. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $1,000,000 principal

amount of Notes from a nationally recognized securities dealer on any determination date, then the Trading Price per $1,000 principal

amount of Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common

Stock and the Conversion Rate on such date of determination.

“Trigger Event” shall have the

meaning specified in ‎Section 14.04(c).

“Trust Indenture Act” means

the Trust Indenture Act of 1939, as amended.

“Trustee” means the Person named

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

such pursuant to the applicable provisions of the Indenture, and thereafter “Trustee” shall mean or include each Person

who is then a Trustee hereunder.

“Underwriters” means Santander

US Capital Markets LLC, J.P. Morgan Securities LLC, BTIG, LLC, HSBC Securities (USA) Inc., SG Americas Securities, LLC, Roth Capital Partners,

LLC and Johnson Rice & Company L.L.C.

“unit of Reference Property”

shall have the meaning specified in ‎Section 14.07(a).

“Valid Payment Date” means any

day other than a Saturday, a Sunday or a day on which banking institutions in the place of payment are authorized or required by law or

executive order to close or be closed.

“Valuation Period” shall have

the meaning specified in ‎Section 14.04(c).

“Voting Stock” means, with respect

to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other

voting members of the governing body of such Person.

“VWAP Trading Day” means a day

on which (i) there is no Market Disruption Event and (ii) trading in the 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, “VWAP Trading Day” means a Business Day.

“Wholly Owned Subsidiary” means,

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

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

Section 1.02.

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

Supplemental Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be

payable pursuant to ‎Section 6.03. Unless the context otherwise requires, any express mention of Additional Interest in any

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

not made.

Section 1.03. Certain Terms of the Trust Indenture

Act. For purposes of the Indenture, the following terms of the Trust Indenture Act have the following meanings:

(i) “indenture

securities” means the Notes;

(ii) “indenture

security holder” means a Holder;

(iii) “indenture

to be qualified” means the Indenture;

(iv) “indenture

trustee” or “institutional trustee” means the Trustee; and

(v) “obligor”

on the indenture securities means the Company.

All other terms used in the Indenture that are

defined by the Trust Indenture Act (including by reference to another statute) or the related rules of the Commission, and not defined

in the Indenture, have the respective meanings so defined by the Trust Indenture Act or such rules.

Section 1.04. Interpretation;

Scope of Supplemental Indenture; Suppression of Base Indenture. (a) The amendments to the Base Indenture made by this

Supplemental Indenture will apply solely with respect to the Notes and not with respect to any other class or series of Securities.

For purposes of the Notes, if any provision of this Supplemental Indenture conflicts with any provision of the Base Indenture, then

this Supplemental Indenture will control to the extent of such conflict.

(b) Without

limiting ‎Section 1.04(a), for purposes of the Notes:

(i) Section

3.11(b), Section 3.11(c), Section 3.12, Article V and Article XV of the Base Indenture will not apply to the Notes;

(ii) Section

2.02, Section 2.03, Sections 3.03(a) through Section 3.03(f) and Section 3.03(j) of the Base Indenture will not apply to the Notes and

will instead be deemed to be replaced with ‎Section 2.03(a), ‎‎Section 2.04 and ‎‎Section 17.10 of this Supplemental

Indenture;

(iii) Section

3.02 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 2.03(a) of this Supplemental

Indenture;

(iv) Sections

3.03(g) through Section 3.03(i) of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section

2.05 of this Supplemental Indenture.

(v) Section

3.04 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎‎Section 2.07 of this Supplemental

Indenture;

(vi) Section

3.05 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎‎Section 2.05(a) of this

Supplemental Indenture;

(vii) Section

3.06 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 2.05 of this Supplemental

Indenture;

(viii) Section

3.07 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎‎Section 2.06 of this Supplemental

Indenture;

(ix) Section

3.08 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎‎Section 2.03(b), ‎Section

2.03(c) and ‎Section 2.05(a) of this Supplemental Indenture;

(x) Section

3.09 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 2.08 of this Supplemental

Indenture;

(xi) Section

3.10 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 2.03(a) of this Supplemental

Indenture;

(xii) Section

3.13 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 2.09 of this Supplemental

Indenture;

(xiii) Article

IV of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Article 16 of this Supplemental

Indenture;

(xiv) Section

6.01 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 4.01 of this Supplemental

Indenture;

(xv) Section

6.02 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 4.02 and ‎Section

4.04 of this Supplemental Indenture;

(xvi) Section

6.03 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 4.04 of this Supplemental

Indenture;

(xvii) Section

6.05 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 4.08 of this Supplemental

Indenture;

(xviii) Section

6.06 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 10.02 of this Supplemental

Indenture;

(xix) Section

6.07 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 4.08 of this Supplemental

Indenture;

(xx) Article

VII of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Article 6 of this Supplemental

Indenture;

(xxi) Article

VIII of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Article 8 of this Supplemental

Indenture;

(xxii) Article

IX of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Article 9 of this Supplemental

Indenture;

(xxiii) Section

10.01 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 5.03 of this Supplemental

Indenture;

(xxiv) Section

10.02 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 4.06 of this Supplemental

Indenture;

(xxv) Section

10.03 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 5.01 of this Supplemental

Indenture;

(xxvi) Article

XI of the Base Indenture (other than Section 11.09 and Section 11.10 thereof) will not apply to the Notes and will instead be deemed to

be replaced with ‎Article 7 of this Supplemental Indenture;

(xxvii) Section

11.09 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 17.10 of this Supplemental

Indenture;

(xxviii) Section

11.10 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 5.02(b) of this Supplemental

Indenture;

(xxix) Article

XII of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Article 3 of this Supplemental

Indenture;

(xxx) Article

XIII of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Article 12 of this Supplemental

Indenture;

(xxxi) Article

XIV of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Article 10 of this Supplemental

Indenture;

(xxxii) Section

16.01 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 17.05 of this Supplemental

Indenture;

(xxxiii) Section

16.03 and Section 16.04 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section

17.03 of this Supplemental Indenture;

(xxxiv) Section

16.05 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 17.06 of this Supplemental

Indenture;

(xxxv) Section

16.06 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 17.09 of this Supplemental

Indenture;

(xxxvi) Section

16.07 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 17.01 of this Supplemental

Indenture;

(xxxvii) Section

16.08 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 17.12 of this Supplemental

Indenture;

(xxxviii) Section

16.09 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 17.08 of this Supplemental

Indenture;

(xxxix) Section

16.10 and Section 16.12 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section

17.11 of this Supplemental Indenture;

(xl) Section

16.11 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 17.04 and ‎Section

17.13 of this Supplemental Indenture; and

(xli) Section

16.13 of the Base Indenture will not apply to the Notes and will instead be deemed to be replaced with ‎Section 17.16 of this Supplemental

Indenture.

Each reference in the Base Indenture to any Articles

or Sections (or part of any Articles or Sections) of the Base Indenture referred to in the preceding clauses of this ‎Section 1.04(b)

will, for purposes of the Notes, be deemed instead to be a reference to the respective Articles and Sections (or corresponding part of

the respective Articles or Sections) of this Supplemental Indenture referred to in the preceding clauses of this ‎Section 1.04(b).

Article

Issue, Description, Execution, Registration and Exchange of Notes

Section 2.01. Designation and Amount. The

Notes shall be designated as the “4.00% Convertible Senior Notes due 2031.” The aggregate principal amount of Notes that

may be authenticated and delivered under this Supplemental Indenture is initially limited to $184,000,000, subject to ‎Section

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

Notes to the extent expressly permitted hereunder.

Section 2.02. Form of

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

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

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

Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. In the case of any conflict between

the Indenture and a Note, the provisions of the Indenture shall govern and control to the extent of such conflict.

Any Global Note may be endorsed with or have incorporated

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

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

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

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

are subject.

Any of the Notes may have such letters, numbers

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

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

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

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

limitations or restrictions to which any particular Notes are subject.

Each Global Note shall represent such principal

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

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

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

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

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

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

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

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

Section 2.03. Date

and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered form

without coupons in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof (an

“Authorized Denomination”). The Notes shall be payable only in U.S. Dollars. Each Note shall be dated the date of

its authentication and shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be

computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days

actually elapsed in a 30-day month.

(b) The

Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular Record

Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The principal

amount of any Note (x) in the case of any Physical Note, shall be payable at the office or agency of the Company maintained by the Company

for such purposes in the continental United States, which shall initially be the Corporate Trust Office and (y) in the case of any Global

Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Company shall

pay or cause the Paying Agent to pay interest (i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal

amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B)

to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder

or, upon application by such a Holder to the Note Registrar not later than the relevant Regular Record Date, by wire transfer in immediately

available funds to that Holder’s account within the United States, if such Holder has provided the Company, the Trustee or the Paying

Agent (if other than the Trustee) with the requisite information necessary to make such wire transfer, which application shall remain

in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately

available funds to the account of the Depositary or its nominee.

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

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

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

in clause ‎(i) or ‎(ii) below:

(i) The

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

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

manner set forth in the remainder of this ‎Section 2.03‎(c)‎(i). The Company shall notify the Trustee in writing of the amount

of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after

the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall

deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make

arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to

be held in trust for the benefit of the Persons entitled to such Defaulted Amounts pursuant to this ‎Section 2.03‎(c)‎(i).

Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and

not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice

of the proposed payment (unless the Trustee shall consent to an earlier date). The Company shall promptly notify the Trustee 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 the special record date therefor to be delivered to each Holder not less than 10 days

prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having

been so delivered, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes)

are registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause ‎(ii)

of this ‎Section 2.03‎(c).

(ii) The

Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of any securities

exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required

by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed payment pursuant

to this clause, in such manner of payment as it may 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.

Notwithstanding the foregoing, any interest which

is paid prior to the expiration of the 30-day period set forth in ‎Section 6.01(a) shall be paid to Holders as of the record date

for the Interest Payment Date for which interest has not been paid.

Section 2.04. Execution, Authentication and

Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual, facsimile or other electronic

signature of at least one Officer of the Company.

At any time and from time to time after the execution

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

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

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

17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance,

authentication and delivery of such Notes.

Only such Notes as shall bear thereon a certificate

of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized

signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by ‎Section 17.10), shall be entitled to

the benefits of the Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent)

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

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

In case any Officer of the Company who shall have

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

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

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

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

Indenture any such person was not such an Officer.

Section 2.05. Exchange and Registration of Transfer

of Notes; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in

such office or in any other office or agency of the Company designated pursuant to ‎Section 4.02,

the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall

provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being

converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar”

for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars

in accordance with ‎Section 4.02.

Upon surrender for registration of transfer of

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

2.05, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, in the name of the

designated transferee or transferees, one or more new Notes of any Authorized Denominations and of a like aggregate principal amount.

Notes may be exchanged for other Notes of any Authorized

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

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

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

contemporaneously outstanding.

All Notes presented or surrendered for registration

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

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

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

No service charge shall be imposed by the Company,

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

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

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

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

None of the Company, the Trustee, the Note Registrar

or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion

of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion of any Note,

surrendered for repurchase (and not withdrawn) in accordance with ‎Article 15 or

(iii) any Notes selected for Optional Redemption in accordance with ‎Article

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

All Notes issued upon any registration of transfer

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

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

The Trustee shall have no obligation or duty to

monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the 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 are expressly

required by, and to do so if and when expressly required by the terms of, the 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 Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the fourth

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

Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests

in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee or

the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor.

any other provisions of the Indenture (other than the provisions set forth in this ‎Section 2.05(c)), a Global Note may not be transferred

as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary

or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor

Depositary and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second immediately

succeeding paragraph.

The Depositary shall be a clearing agency registered

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

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

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

If (i) the Depositary notifies the Company at any

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

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

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

of any Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall execute, and the Trustee, upon

receipt of an Officer’s Certificate, an Opinion of Counsel and a Company Order for the authentication and delivery of Notes, shall

authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial owner in a principal amount equal to the

principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or

(ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal

to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the interests in the Global

Notes to the Trustee such interests in the Global Notes shall be canceled.

Physical Notes issued in exchange for all or a

part of the Global Note pursuant to this ‎Section 2.05(c) shall be registered in such names and in such Authorized Denominations as

the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii) of the

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

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

At such time as all interests in a Global Note

have been converted, canceled, repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the

Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian. At any time prior to

such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased, redeemed or transferred

to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the

principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary

and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by

the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase.

None of the Company, the Paying Agent, the Trustee

or any agent of the Company, the Paying Agent or the Trustee shall have any responsibility or liability for any act or omission of the

Depositary or for the payment of amounts to owners of beneficial interest in a Global Note or any aspect of the records relating to or

payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating

to such beneficial ownership interests.

Section 2.06. Mutilated, Destroyed, Lost or

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

and upon its written request in a Company Order the Trustee or an authenticating agent appointed by the Trustee shall authenticate and

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

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

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

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

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

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

The Trustee or such authenticating agent may authenticate

any such substituted Note and deliver the same upon the receipt of 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

Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder

to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result

of the name of the Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated

or was destroyed, lost or stolen. In case any Note that has matured or is about to mature or has been surrendered for required repurchase

or is about to be converted in accordance with ‎Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may,

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

the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or

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

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

and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent

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

Every substitute Note issued pursuant to the provisions

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

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

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

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

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

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

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

securities without their surrender.

Section 2.07. Temporary Notes. Pending the

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

written request of the Company in a Company Order, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes

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

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

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

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

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

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

4.02 and the Trustee or such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate

principal amount of Physical Notes. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until

so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under the

Indenture as Physical Notes authenticated and delivered hereunder.

Section 2.08. Cancellation of Notes Paid, Converted,

Etc. The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon a Fundamental Change, Optional

Redemption, registration of transfer or exchange or conversion, if surrendered to the Company or any of the Company’s agents, Subsidiaries

or Affiliates, to be surrendered to the Trustee for cancellation. Concurrently with surrendering such Notes to the Trustee, the Company

shall deliver a cancellation order to the Trustee. All Notes delivered to the Trustee in accordance with this ‎Section 2.08 shall

be canceled promptly by it in accordance with its customary procedures upon receipt of a written cancellation order from the Company.

Except for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions

of the Indenture, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall

dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver 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 Notes may use CUSIP numbers (if then generally in use), and, if so, the Company and/or 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 Notes or on such notice and that reliance may be placed only on the other

identification numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the CUSIP numbers.

Section 2.10. Additional Notes; Repurchases.

The Company may, without the consent of the Holders and notwithstanding ‎Section 2.01, reopen this Supplemental Indenture and issue

additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the

issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date

of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible

with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number.

Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate

and an Opinion of Counsel which such Opinion of Counsel shall state that such Notes, when authenticated and delivered by the Trustee and

issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally

binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and

other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles.

In addition, the Company may, to the extent permitted

by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market

or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties

to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior notice to the Holders. The Company

may, at its option and to the extent permitted by law, reissue, resell or surrender to the Trustee for cancellation, in accordance with

‎Section 2.08, any Notes that the Company or its Subsidiaries may purchase (other than as set forth in Section 2.08, which Notes described

therein must be surrendered to the Trustee for cancellation), in the case of reissuance or resale, so long as such Notes do not constitute

“restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act upon any reissuance or resale; provided

that if any such reissued or resold Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes,

such Notes shall have a separate CUSIP number. Any Notes that the Company or its Subsidiaries may repurchase (other than Notes described

in Section 2.08 that must be surrendered to the Trustee for cancellation) will be considered outstanding under the Indenture (subject

to ‎Section 8.04) unless and until such time the Company or such Subsidiary surrenders such Notes to the Trustee for cancellation,

and the Trustee, upon receipt of a cancellation order, shall cancel all Notes so surrendered.

Article

Satisfaction and Discharge

Section 3.01. Satisfaction and Discharge.

The Indenture shall upon request of the Company contained in an Officer’s Certificate cease to be of further effect as to all Notes

issued under the Indenture, and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the

Company acknowledging satisfaction and discharge of the Company’s obligations with respect to the Notes under the Indenture, when

(a) (i) all Notes theretofore authenticated and delivered (other than Notes which have been destroyed, lost or stolen and which have been

replaced, paid or converted as provided in ‎Section 2.06) have been

delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or, in the case of shares of Common Stock,

the Company has delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Redemption

Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash (or cash, shares of Common Stock (or other Reference

Property) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to pay all

of the outstanding Notes and all other sums due and payable under the Indenture by the Company; and (b) the Company has delivered to the

Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating

to the satisfaction and discharge of the Indenture have been complied with. Notwithstanding the satisfaction and discharge of the Company’s

obligations with respect to the Notes under the Indenture, the obligations of the Company to the Trustee under ‎Article 7 shall survive

in accordance with the terms thereof.

Article

Particular Covenants of the Company

Section 4.01. Payment of Principal and Interest.

The Company covenants and agrees that it will cause to be paid the principal (including the Redemption Price and the Fundamental Change

Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and

in the manner provided herein and in the Notes.

Section 4.02. Maintenance of Office or Agency.

The Company will maintain in the continental United States, an office or agency where the Notes may be surrendered for registration of

transfer or exchange or for presentation for payment or repurchase (“Paying Agent”) or for conversion (“Conversion

Agent”) and where notices and demands to or upon the Company in respect of the Notes and the Indenture may be served. The Company

will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time

the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such

presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office or the office or agency of the Trustee

in the continental United States; 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-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes

and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve

the Company of its obligation to maintain an office or agency in the continental United States, for such purposes. The Company will give

prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office

or agency. The terms “Paying Agent” and “Conversion Agent” include any such additional or other

offices or agencies, as applicable.

The Company hereby initially designates the Trustee

as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office or agency in the continental

United States, where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase or

for conversion and where notices and demands in respect of the Notes and the 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 (including the Redemption Price and the Fundamental Change

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

(ii) that

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

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

be due and payable; and

(iii) that

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

so held in trust.

The Company shall, on or before each due date of

the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest

on, the Notes, deposit with the Paying Agent a sum in immediately available U.S. Dollars sufficient to pay such principal (including the

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

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

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

(b) If

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

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

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

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

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

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

due and payable.

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

discharge of its obligations with respect to the Notes under the Indenture, or for any other reason, pay, cause to be paid or deliver

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

sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying

Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums

or amounts.

(d) Subject

to applicable law, any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in

trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of,

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

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

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

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

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

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

(e) Upon

any Event of Default pursuant to ‎Section 6.01(h) or ‎(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 corporate existence.

Section 4.06. Annual Reports.

(a) The

Company shall deliver to the Trustee, within 15 days after the same are required to be filed with the Commission (after giving effect

to any grace period provided by Rule 12b-25 under the Exchange Act), 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 (excluding any such information, documents or reports, or

portions thereof, subject to, or with respect to which the Company is actively seeking, confidential treatment and any correspondence

with the Commission). Any such document or report that the Company files with the Commission via the Commission’s EDGAR system shall

be deemed to be delivered to the Trustee for purposes of this ‎Section 4.06(a) at the time such document or report is filed via the

EDGAR system, it being understood the Trustee shall not be responsible for determining whether such filings have been made. The filing

or deemed filing of any such document with the Trustee shall cure any Default or Event of Default with respect to such document under

this Section. The Company shall also comply with the other obligations of the Company under Section 314(a)(1) of the Trust Indenture Act.

(b) Delivery

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

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

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

conclusively rely on Officer’s Certificates). The Trustee shall have no liability or responsibility for the filing, timeliness or

content of any such report or document.

Section 4.07. Stay, Extension and Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever

claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from

paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter

in force, or that may affect the covenants or the performance of the Indenture; and the Company (to the extent it may lawfully do so)

hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay

or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though

no such law had been enacted.

Section 4.08. Compliance Certificate; Statements

as to Defaults. The Company shall deliver to the Trustee at its Corporate Trust Office, within 120 days after the end of each fiscal

year of the Company (beginning with the fiscal year ending on December 31, 2026) an Officer’s Certificate stating whether the signers

thereof have knowledge of any Event of Default or Default that occurred during the previous year and, if so, specifying each such Event

of Default or Default and the nature thereof.

In addition, the Company shall deliver to the Trustee

at its Corporate Trust Office, within 30 days after the Company obtains knowledge of the occurrence of any Event of Default or Default,

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

is taking or proposing to take in respect thereof; provided that the Company will not be required to deliver such Officer’s

Certificate if such Event of Default has been cured prior to the date such Officer’s Certificate is due.

Section 4.09. Further Instruments and Acts.

Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably

necessary or proper to carry out more effectively the purposes of the Indenture.

Article

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 April

1 and October 1 in each year beginning with October 1, 2026, and at such other times as the Trustee may request in writing, within 30

days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it

to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and

addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide

any such notices) prior to the time such information is furnished, except that no such list need be furnished so long as the Trustee is

acting as Note Registrar.

Section 5.02. Preservation and Disclosure of

Lists; Communications With Holders.

(a) The

Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders

contained in the most recent list furnished to it as provided in ‎Section 5.01 or maintained by the Trustee in its capacity as Note

Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in ‎Section 5.01 upon receipt of a new list

so furnished.

(b) Holders

may communicate as provided in Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under

the Indenture or under the Notes, and, in connection with any such communications, the Trustee shall satisfy its obligations under Section 312(b) of

the Trust Indenture Act in accordance with the provisions of Section 312(b) of the Trust Indenture Act. The Company, the Trustee,

the Note Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act with respect to such communications.

Section 5.03. Reports by the Trustee.

(a) If

required by Section 313(a) of the Trust Indenture Act, the Trustee, within sixty (60) days after each April 15, commencing the calendar

year after the year in which the first Notes are issued hereunder, shall transmit by mail, first class postage prepaid, to the Holders,

as their names and addresses appear upon the Note Register, a brief report dated as of such April 15, which complies with Section 313(a)

of the Trust Indenture Act.

(b) The

Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture Act.

copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with the Company, with each securities

exchange upon which any Notes are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee in writing

when any Notes become listed on any securities exchange or of any delisting thereof.

Article

Defaults and Remedies

Section 6.01. Events of Default. Each of

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

(a) default

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

(b) default

in the payment of principal of any Note when due and payable on the Maturity Date, upon Optional Redemption, upon any required repurchase,

upon declaration of acceleration or otherwise;

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

right and such failure continues for a period of five Business Days;

(d) failure

by the Company to issue (i) a Fundamental Change Company Notice in accordance with ‎Section 15.02(c), (ii) notice

of a specified corporate transaction in accordance with ‎Section 14.01(b)(ii)

or (iii) notice of a specified corporate transaction in accordance with

‎Section 14.01(b)(iii), in each case when due and such failure continues

for a period of three Business Days;

(e) failure

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

(f) failure

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

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

(g) default

by the Company, any Significant Subsidiary of the Company or any group of Subsidiaries of the Company that, taken together, would constitute

a Significant Subsidiary of the Company, with respect to any mortgage, agreement or other instrument under which there may be outstanding,

or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $20,000,000 (or its foreign currency equivalent)

in the aggregate of the Company, any such Significant Subsidiary and/or any such group of Subsidiaries, whether such indebtedness now

exists 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 indebtedness when due and payable (after the expiration of all applicable grace

periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and such acceleration shall

not have been rescinded or annulled or such failure to pay shall not have been cured, as the case may be, within 30 days after written

notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in principal amount of the Notes then

outstanding has been received;

(h) the

Company, any Significant Subsidiary of the Company or any group of Subsidiaries of the Company that, taken together, would constitute

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

relief with respect to the Company, such Significant Subsidiary or such group of Subsidiaries or debts of such Person or group 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, such Significant Subsidiary or such group of Subsidiaries or any substantial part

of such Person’s or group’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; or

(i) an

involuntary case or other proceeding shall be commenced against the Company, any Significant Subsidiary of the Company or any group of

Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, seeking liquidation, reorganization

or other relief with respect to such Person or group or such Person’s or group’s 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, such Significant Subsidiary or such group of Subsidiaries or any substantial part of such Person’s or group’s

property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 consecutive days.

Section 6.02. Acceleration; Rescission and Annulment.

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

be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,

rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default

specified in ‎Section 6.01(h) or ‎Section 6.01(i) with respect to the

Company), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders

of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with ‎Section 8.04, by notice

in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest

on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately

due and payable, anything contained in the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified

in ‎Section 6.01(h) or ‎Section 6.01(i) with respect to the Company (and not involving solely one or more of the Company’s

Significant Subsidiaries) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall

become and shall automatically be immediately due and payable.

The immediately preceding paragraph, however, is

subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before

any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall

pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal

of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid

interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the

Notes at such time) and amounts due to the Trustee pursuant to ‎Section 7.06, and if (1) rescission would not conflict with any judgment

or decree of a court of competent jurisdiction and (2) any and all existing Events of Default, other than the nonpayment of the principal

of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or

waived pursuant to ‎Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders

of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive

all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default

shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture;

but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair

any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend

to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price

and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase

any Notes when required or (iii) a failure to pay and/or deliver, as the case may be, the consideration due upon conversion of the Notes.

For the avoidance of doubt, any failure by the

Company to provide any notice under the Indenture other than as set forth in ‎Section 6.01(d) shall be subject to ‎Section 6.01(f)

(including the 60 day cure period contained therein), and any related Default or Event of Default shall be deemed cured upon delivery

of such notice to the applicable recipient prior to (i) the expiration of such 60 day period provided in ‎Section 6.01(f) or

(ii) if later, the delivery of a notice of acceleration with respect to such Default or Event of Default, in each case whether or not

the events or circumstances that are the subject of such notice have already occurred at the time such notice is given.

Section 6.03. Additional Interest. Notwithstanding

anything in the Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default relating

to the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(a) (including the Company’s obligations

under Section 314(a)(1) of the Trust Indenture Act) shall, after the occurrence of such an Event of Default, consist exclusively of the

right to receive Additional Interest on the Notes at a rate equal to: (a) 0.25% per annum of the principal amount of the Notes outstanding

for each day during the period beginning on, and including, the date on which such Event of Default first occurs and ending on the earlier

of (x) the date on which such Event of Default is cured or validly waived in accordance with this ‎Article 6 and (y) the 180th day

immediately following, and including, the date on which such Event of Default first occurs and (b) if such Event of Default has not been

cured or validly waived prior to the 181st day immediately following, and including, the date on which such Event of Default first occurs,

0.50% per annum of the principal amount of Notes outstanding for each day during the period beginning on, and including, the 181st day

immediately following, and including, the date on which such Event of Default first occurs and ending on the earlier of (x) the date on

which the Event of Default is cured or validly waived in accordance with this ‎Article 6 and (y) the 360th day immediately following,

and including, the date on which such event of default first occurs. If the Company so elects, such Additional Interest shall be payable

in the same manner and on the same dates as the stated interest payable on the Notes and shall accrue on all outstanding Notes from, and

including, the date on which the Event of Default relating to the Company’s failure to comply with its obligations as set forth

in ‎Section 4.06(a) first occurs to, but not including, the 361st day thereafter (or such earlier date on which such Event of Default

is cured or waived by the Holders of a majority in aggregate principal amount of the Notes then outstanding). On the 361st day after such

Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior to such 361st day),

the Notes shall be immediately subject to acceleration as provided in ‎Section 6.02. The provisions of this paragraph will not affect

the rights of Holders of Notes in the event of the occurrence of any Event of Default other than the Company’s failure to comply

with its obligations as set forth in ‎‎Section 4.06(a). In the event the Company does not elect to pay Additional Interest following

an Event of Default in accordance with this ‎Section 6.03 or the Company elected to make such payment but does not pay the Additional

Interest when due, the Notes shall be immediately subject to acceleration as provided in ‎Section 6.02.

In order to elect to pay Additional Interest as

the sole remedy during the first 360 days after the occurrence of any Event of Default described in the immediately preceding paragraph,

the Company must notify all Holders, the Trustee and the Paying Agent in writing of such election prior to the beginning of such 360-day

period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in ‎Section

6.02.

For the avoidance of doubt, if (x) the Company

timely elects to pay Additional Interest pursuant to this ‎‎Section 6.03 as the sole remedy during the first 360 days after the

occurrence of an Event of Default relating to the Company’s failure to comply with its obligations as set forth in ‎‎Section

4.06(a) in accordance with the two immediately preceding paragraphs, (y) the Company pays such Additional Interest in accordance with

this ‎Section 6.03 and the Indenture and (z) the Company files the delinquent reports that were required to be filed and that gave

rise to the relevant Event of Default (in each case in clause (z) pursuant to the provisions described in ‎‎Section 4.06(a)) prior

to the 361st day after the occurrence of such Event of Default (or prior to the delivery of any related notice of acceleration on or after

such 361st day), then such Event of Default shall be deemed cured and the Notes shall not be subject to acceleration as a result of the

initial failure to comply with the Company’s obligations as set forth in ‎‎Section 4.06(a).

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 calculation of the amount

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

Section 6.04. Payments of Notes on Default;

Suit Therefor. If an Event of Default described in clause ‎(a) or ‎(b) of ‎Section 6.01 shall have occurred, the Company

shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable

on the Notes for principal and interest, if any, with interest on any overdue principal and interest, if any, at the rate borne by the

Notes at such time, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under

‎Section 7.06. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee

of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding

to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged

or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever

situated.

In the event there shall be pending proceedings

for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States Code,

or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar

official shall have been appointed for or taken possession of the Company or such other obligor, the property of the Company or such other

obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor upon the Notes, or to the creditors

or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and

payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant

to the provisions of this ‎Section 6.04, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file

and prove a claim or claims for the whole amount of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in

case of any judicial proceedings, to file such proofs of claim and other papers or documents and to take such other actions as it may

deem necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,

disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceedings relative to

the Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any monies

or other property payable or deliverable on any such claims, and to distribute the same after the deduction of any amounts due to the

Trustee under ‎Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar

official is hereby authorized by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the event

that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable

compensation, expenses, advances and disbursements, including reasonable agents and counsel fees and expenses, and including any other

amounts due to the Trustee under ‎Section 7.06, incurred by it up to the date of such distribution. To the extent that such payment

of reasonable compensation, expenses, advances and disbursements out of the estate in any such proceedings shall be denied for any reason,

payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities

and other property that the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan

of reorganization or arrangement or otherwise.

Nothing herein contained shall be deemed to authorize

the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment

or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim

of any Holder in any such proceeding.

All rights of action and of asserting claims under

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

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

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

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

the Notes.

In any proceedings brought by the Trustee (and

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

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

proceedings.

In case the Trustee shall have proceeded to enforce

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

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

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

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

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

Section 6.05. Application of Monies Collected

by Trustee. Any monies or property collected by the Trustee pursuant to this ‎Article 6 with respect to the Notes shall be applied

in the following order, at the date or dates fixed by the Trustee for the distribution of such monies or property, upon presentation of

the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:

First, to the payment of all amounts due

the Trustee in all its capacities hereunder;

Second, in case the principal of the outstanding

Notes shall not have become due and be unpaid, to the payment of interest on, and any cash due upon conversion of, the Notes in default

in the order of the date due of the payments of such interest and cash due upon conversion, as the case may be, with interest (to the

extent that such interest has been collected by the Trustee) upon such overdue payments at the rate borne by the Notes at such time, such

payments to be made ratably to the Persons entitled thereto;

Third, in case the principal of the outstanding

Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the whole amount (including, if applicable,

the payment of the Redemption Price and the Fundamental Change Repurchase Price and any cash due upon conversion) then owing and unpaid

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

collected by the Trustee, upon overdue installments of interest at the rate borne by the Notes at such time, and in case such monies shall

be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such principal (including, if

applicable, the Redemption Price and the Fundamental Change Repurchase Price and any cash due upon conversion) and interest without preference

or priority of principal over interest, or of interest over principal or of any installment of interest over any other installment of

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

and the Fundamental Change Repurchase Price and any cash due upon conversion) and accrued and unpaid interest; and

Fourth, to the payment of the remainder,

if any, to the Company.

Section 6.06. Proceedings by Holders. Except

to enforce the right to receive payment of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase

Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note

shall have any right by virtue of or by availing of any provision of the Indenture to institute any suit, action or proceeding in equity

or at law upon or under or with respect to the Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other

similar official, or for any other remedy hereunder, unless:

(a) such

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

(b) Holders

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

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

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

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

(d) the

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

(e) no

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

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

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

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

the Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference

to any other such Holder, or to enforce any right under the Indenture, except in the manner herein provided and for the equal, ratable

and common benefit of all Holders (except as otherwise provided herein) (it being understood that the Trustee shall have no obligation

to determine whether any such action or inaction would unduly prejudice the rights of another Holder). For the protection and enforcement

of this ‎Section 6.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in

equity.

Notwithstanding any other provision of the Indenture

and any provision of any Note, each Holder shall have the right to institute suit for the enforcement of its right to receive payment

or delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if

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

the respective due dates expressed or provided for in such Note or in the Indenture.

Section 6.07. Proceedings by Trustee. In

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

by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by action

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

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

the Trustee by the Indenture or by law.

Section 6.08. Remedies Cumulative and Continuing.

Except as provided in the last paragraph of ‎Section 2.06, all powers and remedies given by this ‎Article 6 to the Trustee or

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

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

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

to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or shall be construed

to be a waiver of any such Default or Event of Default or any acquiescence therein; and, subject to the provisions of ‎Section 6.06,

every power and remedy given by this ‎Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and

as often as shall be deemed expedient, by the Trustee or by the Holders.

Section 6.09. Direction of Proceedings and Waiver

of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding

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

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

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

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

that it determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability; provided

that the Trustee shall have no affirmative duty to determine whether any direction is prejudicial to any other Holder. The Holders of

a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with ‎Section 8.04 may on behalf

of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default in the

payment of accrued and unpaid interest, if any, on, or the principal (including the Redemption Price and the Fundamental Change Repurchase

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

to repurchase any Notes when required or to pay and/or deliver, as the case may be, the consideration due upon conversion of the Notes

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

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

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

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

by this ‎Section 6.09, said Default or Event of Default shall for all purposes of the Notes and the Indenture be deemed to have been

cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right

consequent thereon.

Section 6.10. Notice of Defaults. The Trustee

shall, within 90 days after a Responsible Officer of the Trustee has received written notice or has actual knowledge of the occurrence

and continuance of a Default, deliver to all Holders notice of all such Defaults, unless such Defaults shall have been cured or waived

before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including

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

or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice

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

Section 6.11. Undertaking to Pay Costs.

All parties to the Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court

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

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

of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses,

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

provided that the provisions of this ‎Section 6.11 (to the extent permitted by law) shall not apply to any suit instituted

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

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

enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the

Redemption Price and the Fundamental Change Repurchase Price, if applicable) on or after the due date expressed or provided for in such

Note or to any suit for the enforcement of the right to convert any Note, or receive the consideration due upon conversion, in accordance

with the provisions of ‎Article 14.

Article

Concerning the Trustee

Section 7.01. Duties and Responsibilities of

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

may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in the Indenture. In the event

an Event of Default has occurred and is continuing, and is actually known to the Trustee, the Trustee shall exercise such of the rights

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

or use under the circumstances in the conduct of such person’s own affairs; provided that the Trustee will be under no obligation

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

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

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

No provision of the Indenture shall be construed

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

misconduct, except that:

(a) prior

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

(i) the

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

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

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

(ii) in

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

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

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

stated therein);

(b) the

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

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

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 Notes at the time outstanding determined as provided

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

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

(e) whether

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

to, the Trustee shall be subject to the provisions of this Section and ‎Section 7.02;

(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-Note Registrar with respect to the

Notes;

(g) if

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

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

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

(h) all

cash received by the Trustee shall be held in cash and the Trustee shall have no obligation to invest any amounts held hereunder; and

(i) in

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

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

Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent.

None of the provisions contained in the Indenture

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

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

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 or refraining from acting upon any resolution, certificate,

statement, instrument, opinion, report, notice, request, direction, consent, judgment, order, bond, note, coupon, debenture or other paper

or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;

(b) any

request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate

(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee

by a copy thereof certified by the Secretary or an Assistant Secretary of the Company. The Trustee will not be liable for any action it

takes or omits to take in good faith reliance on such Officer’s Certificate;

Trustee may consult with counsel and require an Opinion of Counsel and any advice of such counsel or Opinion of Counsel shall be full

and complete authorization and protection from liability 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, judgment, order, bond, note, coupon, 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, including, without limitation, its right to be indemnified,

are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent (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 individuals and/or titles of officers authorized

at such time to take specified actions pursuant to the 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 the Indenture, the Notes or applicable law;

(k) the

permissive rights of the Trustee or an Agent enumerated herein shall not be construed as duties and, with respect to such permissive rights,

neither the Trustee nor any Agent shall be answerable for anything other than its gross negligence or willful misconduct; 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, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),

even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall

not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall

have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given

to the Trustee at its Corporate Trust Office by the Company or by any Holder, and such notice references the Notes and the Indenture and

states that it is a notice of Default or Event of Default.

Section 7.03. No Responsibility for Recitals,

Etc. The recitals contained herein and in the Notes (except in the Trustee’s certificate of authentication) shall be taken as

the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations

as to the validity or sufficiency of the Indenture or of the Notes. The Trustee shall not be accountable for the use or application by

the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity with the provisions of

this Supplemental Indenture.

Section 7.04. Trustee, Paying Agents, Conversion

Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion Agent, Bid Solicitation

Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual or any other capacity, may become the

owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation

Agent or Note Registrar. The rights, protections and indemnities afforded the Trustee hereunder shall apply to each agent of the Trustee

acting hereunder.

Section 7.05. Monies to Be Held in Trust.

All monies 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 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 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 be entitled to, reasonable 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 the Indenture in any capacity thereunder (including the reasonable compensation and the reasonable expenses

and disbursements of its agents and counsel and of all Persons not regularly in its employ and including those incurred with respect to

enforcement of this Section) 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 the Indenture and any other document or transaction entered into in connection herewith and its agents

and any authenticating agent for, and to hold them harmless against, any loss, claim (whether asserted by the Company, any Holder or any

other Person), 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 the Indenture or in

any other capacity hereunder, including the costs and expenses of defending themselves against any claim of liability. 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 Notes are hereby made subordinate on all money or property held

or collected by the Trustee, except, subject to the effect of ‎Section 6.05, funds held in trust herewith for the benefit of the Holders

of particular Notes. 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 ‎Article 7 shall survive the satisfaction

and discharge of its obligations with respect to the Notes under the Indenture and the earlier resignation or removal of the Trustee.

The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification

provided in this ‎Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee.

Without prejudice to any other rights available

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

an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i)

occurs, the expenses and the compensation for the services are intended to constitute administrative expenses for the purposes of priority

under any bankruptcy, insolvency or similar laws.

Section 7.07. Officer’s Certificate as

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

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

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

misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered

to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee,

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

Section 7.08. Eligibility of Trustee. There

shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such

and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant

to law or to the requirements of any supervising or examining authority, then for the purposes of this Section, the combined capital and

surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in

the manner and with the effect hereinafter specified in this Article. If the Trustee has or shall acquire any “conflicting interest”

within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in all respects comply with

the provisions of Section 310(b) of the Trust Indenture Act.

Section 7.09. Resignation or Removal of Trustee.

(a) The Trustee may at any time resign by giving 30 days’ 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 30 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 Note or Notes for at least six months (or since the date of this Supplemental Indenture) may, subject to the provisions

of ‎Section 6.11, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of

a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In

case at any time any of the following shall occur:

(i) the

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

therefor by the Company or by any such Holder, or

(ii) the

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

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

rehabilitation, conservation or liquidation,

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

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

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

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

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

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

may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with ‎Section

8.04, may, upon 30 days’ written notice to the Trustee, 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 (and

no Event of Default shall have occurred and be continuing), 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 at the cost of the Company.

(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 Notes are hereby made subordinate on all money or property held

or collected by such trustee as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts

then due it pursuant to the provisions of ‎Section 7.06.

No successor trustee shall accept appointment as

provided in this ‎Section 7.10 unless at the time of such acceptance such successor trustee shall be eligible under the provisions

of ‎Section 7.08.

Upon acceptance of appointment by a successor trustee

as provided in this ‎Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense of the

Company shall deliver or cause to be delivered notice of the succession of such trustee hereunder to the Holders. If the Company fails

to deliver such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such

notice to be delivered at the expense of the Company.

Section 7.11. Succession by Merger, Etc.

Any 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 the Indenture),

shall be the successor to the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of

the parties hereto; provided that in the case of any 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 the Indenture, any of the Notes shall have been authenticated but not delivered, any such successor

to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent appointed by such predecessor

trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor

to the Trustee or an authenticating agent appointed by such successor trustee may authenticate such Notes either in the name of any predecessor

trustee hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it

is anywhere in the Notes or in the Indenture provided that the certificate of the Trustee shall have; provided, however,

that the right to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in the name of any predecessor

trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 7.12. Trustee’s Application for

Instructions from the Company. Any application by the Trustee for written instructions from the Company (other than with regard to

any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes under the Indenture)

may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under the Indenture

and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable to

the Company for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after

the date specified in such application (which date shall not be less than three Business Days after the date notice to the Company is

deemed to be given pursuant to Section 17.03, unless any such officer shall have consented in writing to any earlier date), unless, prior

to taking any such action (or the effective date in the case of any omission), the Trustee shall have received written instructions in

accordance with the Indenture in response to such application specifying the action to be taken or omitted.

Section 7.13. Preferential Collection of Claims

Against the Company. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship

described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a)

of the Trust Indenture Act to the extent included therein.

Article

Concerning the Holders

Section 8.01. Action by Holders. Whenever

in the Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any

action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action),

the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a)

by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing,

or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions

of ‎Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever

the Company or the Trustee solicits the taking of any action by the Holders, 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 Notes shall be proved by the Note Register or by a certificate

of the Note Registrar. The record of any Holders’ meeting shall be proved in the manner provided in ‎Section 9.06.

Section 8.03. Who Are Deemed Absolute Owners.

The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and any Note Registrar shall deem the Person

in whose name a Note shall be registered upon the Note Register to be, and shall treat it as, the absolute owner of such Note (whether

or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any Person other than

the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal (including any Redemption Price

and any Fundamental Change Repurchase Price) of and (subject to ‎Section 2.03) accrued and unpaid interest on such Note, for conversion

of such Note and for all other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any

Note 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 Note. Notwithstanding anything to the contrary in the Indenture or the Notes following an Event of

Default, any holder of a beneficial interest in a Global Note may directly enforce against the Company, without the consent, solicitation,

proxy, authorization or any other action of the Depositary or any other Person, such holder’s right to exchange such beneficial

interest for a Note in certificated form in accordance with the provisions of the Indenture.

Section 8.04. Company-Owned Notes Disregarded.

In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver

or other action under the Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company

or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided

that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other

action only Notes that a Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged

in good faith may be regarded as outstanding for the purposes of this ‎Section 8.04 if the pledgee shall establish to the satisfaction

of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof

or an Affiliate of the Company or a Subsidiary thereof. In the case of a dispute as to such right, any decision by the Trustee taken upon

the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly

an Officer’s Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account

of any of the above described Persons; and, subject to ‎Section 7.01, the Trustee shall be entitled to accept such Officer’s

Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for

the purpose of any such determination.

Section 8.05. Revocation of Consents; Future

Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in ‎Section 8.01, of the taking

of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in the Indenture in connection

with such action, any Holder of a Note that is shown by the evidence to be included in the Notes the Holders of which have consented to

such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in ‎Section

8.02, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note shall be conclusive

and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange or substitution therefor

or upon registration of transfer thereof, irrespective of whether any notation in regard thereto is made upon such Note or any Note issued

in exchange or substitution therefor or upon registration of transfer thereof.

Article

Holders’ Meetings

Section 9.01. Purpose of Meetings. A meeting

of Holders may be called at any time and from time to time pursuant to the provisions of this ‎Article 9 for any of the following

purposes:

(a) to

give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under the Indenture, or to consent

to the waiving of any Default or Event of Default hereunder (in each case, as permitted under the Indenture) and its consequences, or

to take any other action authorized to be taken by Holders pursuant to any of the provisions of ‎Article 6;

(b) to

remove the Trustee and nominate a successor trustee pursuant to the provisions of ‎Article 7;

consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of ‎Section 10.02; or

(d) to

take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Notes under

any other provision of the Indenture or under applicable law.

Section 9.02. Call of Meetings by Trustee.

The Trustee may at any time call a meeting of Holders to take any action specified in ‎Section 9.01, to be held at such time and at

such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting

and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to ‎Section

8.01, shall be delivered to Holders of such Notes. Such notice shall also be delivered to the Company. Such notices shall be delivered

not less than 20 nor more than 90 days prior to the date fixed for the meeting.

Any meeting of Holders shall be valid without notice

if the Holders of all Notes then outstanding are present in person or by proxy or if notice is waived before or after the meeting by the

Holders of all Notes then outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have,

before or after the meeting, waived notice.

Section 9.03. Call of Meetings by Company or

Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate principal

amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request setting forth

in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered the notice of such meeting

within 20 days after receipt of such request, then the Company or such Holders may determine the time and the place for such meeting and

may call such meeting to take any action authorized in ‎Section 9.01, by delivering notice thereof as provided in ‎Section 9.02.

Section 9.04. Qualifications for Voting.

To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Notes on the record date pertaining to

such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining

to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled

to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company

and its counsel.

Section 9.05. Regulations. Notwithstanding

any other provisions of the Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders,

in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors

of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning

the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing,

appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in ‎Section

9.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman.

A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal

amount of the Notes represented at the meeting and entitled to vote at the meeting.

Subject to the provisions of ‎Section 8.04,

at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each $1,000 principal amount of Notes held or represented

by him, her or it; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged

as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to

vote other than by virtue of Notes held by him, her or it or instruments in writing as aforesaid duly designating him, her or it as the

proxy to vote on behalf of other Holders. Any meeting of Holders duly called pursuant to the provisions of ‎Section 9.02 or ‎Section

9.03 may be adjourned from time to time by the Holders of a majority of the aggregate principal amount of Notes represented at the meeting,

whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Section 9.06. Voting. The vote upon any

resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the Holders or

of their representatives by proxy and the outstanding aggregate principal amount of the Notes held or represented by them. The permanent

chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution

and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting.

A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall

be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or

more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was delivered

as provided in ‎Section 9.02. The record shall show the aggregate principal amount of the Notes voting in favor of or against any

resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of

the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached

thereto the ballots voted at the meeting.

Any record so signed and verified shall be conclusive

evidence of the matters therein stated.

Section 9.07. No Delay of Rights by Meeting.

Nothing contained in this ‎Article 9 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders

or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights

conferred upon or reserved to the Trustee or to the Holders under any of the provisions of the Indenture or of the Notes.

Article

Supplemental Indentures and Amendments

Section 10.01. Supplemental Indentures and Amendments

Without Consent of Holders. Notwithstanding anything to the contrary in ‎Section 10.02, 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 one or more of the following purposes:

(a) to

cure any ambiguity, omission, defect or inconsistency;

(b) to

provide for the assumption by a Successor Entity of the obligations of the Company under the Indenture pursuant to ‎Article 11;

add guarantees with respect to the Notes;

(d) to

secure the Notes;

(e) to

add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon

the Company;

(f) to

make any change that does not adversely affect the rights of any Holder;

(g) to

irrevocably elect a Settlement Method and/or Specified Dollar Amount (or a minimum Specified Dollar Amount) or eliminate the Company’s

right to elect a Settlement Method; provided, however, that no such election or elimination shall affect any Settlement Method

theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 14.02;

(h) in

connection with any Share Exchange Event, to provide that the Notes are convertible into units of Reference Property, subject to the provisions

of ‎Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by ‎Section 14.07;

(i) to

conform the provisions of the Indenture or the Notes to the “Description of Notes” section of the Prospectus Supplement;

(j) to

provide for the issuance of additional Notes pursuant to ‎Section 2.10;

(k) to

evidence and provide for the appointment, under the Indenture, of a successor Trustee; or

(l) to

comply with any requirement of the Commission in connection with effecting or maintaining the qualification of the Indenture or any supplemental

indenture under the Trust Indenture Act, as then in effect.

Upon the written request of the Company and subject

to ‎Section 10.05, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture or

amendment, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the

Trustee’s own rights, duties or immunities under the Indenture or otherwise.

Any supplemental indenture or amendment authorized

by the provisions of this ‎Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any

of the Notes at the time outstanding, notwithstanding any of the provisions of ‎Section 10.02.

Section 10.02. Supplemental Indentures and Amendments

with Consent of Holders. With the consent (evidenced as provided in ‎Article 8) of the Holders of at least a majority of the aggregate

principal amount of the Notes then outstanding (determined in accordance with ‎Article 8 and including, without limitation, consents

obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company, 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 the Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however,

that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture or amendment shall:

(a) reduce

the amount of Notes whose Holders must consent to an amendment;

(b) reduce

the rate of or extend the stated time for payment of interest on any Note;

the principal of or extend the Maturity Date of any Note;

(d) reduce

the amount of principal payable upon acceleration of the maturity of the Notes;

(e) except

as required by the Indenture, make any change that adversely affects the conversion rights of any Notes;

(f) reduce

the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the

Company’s obligation to make such payments, or the Company’s right to redeem the Notes, whether through an amendment or waiver

of provisions in the covenants, definitions or otherwise;

(g) make

any Note payable in a currency, or at a place of payment, other than that stated in the Note;

(h) change

the priority in right of payment of obligations under the Notes;

(i) impair

the right of any Holder to institute suit for the enforcement of any payment of principal (including the Redemption Price and the Fundamental

Change Repurchase Price, if applicable) of, accrued and unpaid interest, if any, on, or the consideration due upon conversion of, its

Notes, on or after the respective due dates expressed or provided for in the Indenture; or

(j) make

any change in this ‎Article 10 that requires each Holder’s consent or in the waiver provisions in ‎Section 6.02 or ‎Section

6.09.

Upon the written request of the Company, and upon

the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to ‎Section 10.05, the Trustee shall join

with the Company in the execution of such supplemental indenture or amendment unless such supplemental indenture or amendment affects

the Trustee’s own rights, duties or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion,

but shall not be obligated to, enter into such supplemental indenture or amendment.

Holders do not need under this ‎Section 10.02

to approve the particular form of any proposed supplemental indenture or amendment. It shall be sufficient if such Holders approve the

substance thereof. After any such supplemental indenture or amendment becomes effective, the Company shall give to the Holders (with a

copy to the Trustee) a notice briefly describing such supplemental indenture or amendment. 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 or amendment.

Section 10.03. Effect of Supplemental Indentures

and Amendments. Upon the execution of any supplemental indenture or amendment pursuant to the provisions of this ‎Article 10,

the Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights,

obligations, duties and immunities under the Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised

and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental

indenture shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

Section 10.04. Notation on Notes. Notes

authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this ‎Article 10 may,

at the Company’s expense, bear a notation in form reasonably acceptable to 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 Notes so modified as to conform, in the opinion

of the Board of Directors, to any modification of the Indenture contained in any such supplemental indenture may, at the Company’s

expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee

pursuant to ‎Section 17.10) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.

Section 10.05. Evidence of Compliance of Supplemental

Indenture or Amendment to Be Furnished Trustee. In addition to the documents required by ‎Section 17.05, the Trustee shall receive

an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture or amendment that it is

requested to execute pursuant hereto complies with the requirements of this ‎Article 10 and is permitted or authorized by the Indenture,

and an Opinion of Counsel stating that such supplemental indenture or amendment is a valid and binding obligation of the Company, enforceable

against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability

relating to or affecting the enforcement of creditors’ rights and to general equity principles.

Article

Consolidation, Merger, Sale, Conveyance and Lease

Section 11.01. Company May Consolidate, Etc.

on Certain Terms.

(a) Subject

to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all

or substantially all of its consolidated properties and assets, taken as a whole, to another Person (other than any such sale, conveyance,

transfer or lease to one or more of its Wholly Owned Subsidiaries) (such consolidation, merger, sale, conveyance, transfer or lease, a

“Business Combination Event”), unless:

(i) (A)

the resulting, surviving or transferee Person (if not the Company) shall be a Qualified Successor Entity organized and existing under

the laws of the United States of America, any State thereof or the District of Columbia (such Qualified Successor Entity, the “Successor

Entity”); and

(B) the

Successor Entity shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and the Indenture;

and

(ii) immediately

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

Indenture.

For purposes of this ‎Section

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

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

or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance,

transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Section 11.02. Successor Corporation to Be Substituted.

In case of any such Business Combination Event and upon the assumption by the Successor Entity, by supplemental indenture, executed

and delivered to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes,

the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual

performance of all of the covenants and conditions of the Indenture to be performed by the Company, such Successor Entity shall succeed

to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for

the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Entity thereupon may cause

to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore

shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Entity instead of the Company

and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver,

or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company

to the Trustee for authentication, and any Notes that such Successor Entity thereafter shall cause to be signed and delivered to the Trustee

for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes

theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date

of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease),

upon compliance with this ‎Article 11 the Person named as the “Company” in the first paragraph of this Supplemental Indenture

(or any successor that shall thereafter have become such in the manner prescribed in this ‎Article

11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released

from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes.

In case of any such Business Combination Event,

such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Section 11.03. Opinion Of Counsel to Be Given

to Trustee. If such Successor Entity is not the Company, no such Business Combination Event shall be effective unless the Trustee

shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence 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 the provisions of this ‎Article

11.

Article

Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01. Indenture and Notes Solely Corporate

Obligations. No recourse for the payment of the principal of or accrued and unpaid interest on, or the payment or delivery of any

Common Stock or cash due upon conversion of, any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse

under or upon any obligation, covenant or agreement of the Company in the Indenture or in any supplemental indenture or in any Note, nor

because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent,

Officer or director or Subsidiary, as such, past, present or future, of the Company or of any successor Person, either directly or through

the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment

or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition

of, and as a consideration for, the execution of this Supplemental Indenture and the issue of the Notes.

Article

[Intentionally Omitted]

Article

Conversion of Notes

Section 14.01. Conversion Privilege. (a)

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

option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or an integral multiple

thereof) of such Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time prior to the close

of business on the Business Day immediately preceding January 15, 2031 under the circumstances and during the periods set forth in ‎Section

14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b), on or after January 15, 2031 and prior to the close

of business on the Business Day immediately preceding the Maturity Date, in each case, based on an initial conversion rate of 146.9724

shares of Common Stock (subject to adjustment as provided in this ‎Article

14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement

provisions of ‎Section 14.02, the “Conversion Obligation”).

(b) (i)

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

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

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

by a Holder of Notes in accordance with this subsection ‎(b)(i), for each Trading Day of the Measurement Period was less than 98%

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

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

in ‎Section 1.01. At such time as the Company directs the Bid Solicitation Agent (if other than the Company) in writing to solicit

bid quotations, 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 pursuant to the definition of Trading Price, along with appropriate contact

information for each, and the Company shall direct those securities dealers to provide bids to the Bid Solicitation Agent in accordance

with the definition of Trading Price. The Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit the Trading

Price per $1,000 principal amount of Notes unless the Company has requested such solicitation in writing, and the Company shall have no

obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine

the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $1,000,000 aggregate principal amount of

Notes provide the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would

be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such

Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine,

or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes

in accordance with the bids solicited by the Bid Solicitation Agent, beginning on the next Trading Day and on each successive Trading

Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale

Price of the Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not

instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided

in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent

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

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

be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading

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

Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error.

If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes

is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date,

the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.

(ii) If,

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

(A) issue

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

plan prior to separation of such rights from the Common Stock) entitling them, for a period of not more than 45 calendar days after the

announcement date of such 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; or

(B) distribute

to all or substantially all holders of the Common Stock the Company’s assets, securities or rights, options or warrants to purchase

securities of the Company, which distribution has a per share value, as determined by the Company in good faith and in a commercially

reasonable manner, 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 shall notify all Holders,

the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 50 Scheduled Trading Days prior to the Ex-Dividend

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

plan, as soon as reasonably practicable after the Company becomes aware that such separation has occurred or will occur); provided,

however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance

of doubt, the Company has not elected (or been deemed to have elected) another Settlement Method to apply), then the Company may instead

elect to provide such notice at least 10 Scheduled Trading Days before such Ex-Dividend Date, in which case (x) the Company shall settle

all conversions of Notes with a Conversion Date occurring on or after the date the Company provides such notice and on or before the Business

Day immediately before the Ex-Dividend Date for such distribution (or any earlier announcement by the Company that such distribution will

not take place) by Physical Settlement; and (y) the Company shall state in such notice that all such conversions will be settled by Physical

Settlement. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time

until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution

and (2) the Company’s announcement that such issuance or distribution will not take place (or, if later, in the case of a separation

of rights issued pursuant to a stockholder rights plan, until the 20th Trading Day following the date of such notice), in each case, even

if the Notes are not otherwise convertible at such time.

Notwithstanding the foregoing, a Holder

shall not be entitled to convert any of its Notes pursuant to this ‎Section 14.01(b)(ii) if such Holder participates, at the same

time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described

in ‎Section 14.01(b)(ii)(A) or ‎Section 14.01(b)(ii)(B) without having to convert its Note as if such Holder held a number of

shares of Common Stock equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes

held by such Holder.

(iii) If

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

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

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

is solely for the purpose of changing the Company’s jurisdiction that (x) does not constitute a Fundamental Change or a Make-Whole

Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of the Common Stock solely into

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

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

or Share Exchange Event, a “Corporate Event”), then, in each case, all or any portion of a Holder’s Notes may

be surrendered for conversion at any time from or after the effective date of such Corporate Event until the 35th Trading Day after such

effective date or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the

related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the

Trustee) in writing of such Corporate Event and the related conversion right no later than the Business Day after the effective date of

such Corporate Event. If the Company does not provide such notice by the Business Day immediately after such effective date, then the

last day on which the Notes are convertible pursuant to this ‎Section 14.01(b)(iii) as a result of such Corporate Event shall be extended

by the number of Business Days from, and including, the Business Day after such effective date to, but excluding, the date on which the

Company provides the notice.

(iv) Prior

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

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

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

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

quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. Neither the Trustee nor the Conversion

Agent shall have any duty to determine or verify the Company’s determination of whether the conditions to conversion set forth in

this ‎Section 14.01(b)(iv) have been met.

(v) If

the Company calls any or all of the Notes for Optional Redemption pursuant to ‎Article 16, Holders of any Called Notes may surrender

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

related Redemption Date. After that time, the right to convert such Called Notes on account of such Redemption Notice shall expire, unless

the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or any portion of

such Called Notes until the Redemption Price has been paid or duly provided for. If the Company elects to redeem less than all of the

outstanding Notes in an Optional Redemption pursuant to ‎Section 16.01, and the Holder of any Note (or any owner of a beneficial interest

in any Global Note) is reasonably not able to determine, before the close of business on the 42nd Scheduled Trading Day (or if, in accordance

with ‎Section 14.02, the Company elects to settle all conversions of Notes called for Optional Redemption with a Conversion Date that

occurs during the related Redemption Period by Physical Settlement, before the close of business on the 14th calendar day) immediately

before the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional

Redemption, then, notwithstanding anything to the contrary in the Indenture or the Notes, such Holder or owner, as applicable, shall be

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

Trading Day immediately prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case

such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, until the Redemption

Price has been paid or duly provided for, and in each case each such conversion shall be deemed to be of a Note called for Optional Redemption

for purposes of this ‎Section 14.01(b)(v) and ‎Section 14.03 (“Deemed Redemption”).

so long as the Certificate of Incorporation includes the Foreign Ownership Limitations, notwithstanding anything to the contrary in the

Notes or the Indenture, any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to

the extent (but only to the extent) that such delivery would result in a violation of the restrictions on ownership of the Company’s

stock set forth in the Certificate of Incorporation. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes

is not made, in whole or in part, as a result of the Foreign Ownership Limitations or the other restrictions on ownership of the Company’s

stock set forth in the Certificate of Incorporation, the Company’s obligation to make such delivery shall not be extinguished, and

the Company shall deliver such shares as promptly as practicable after the applicable Holder gives notice to the Company and the Company

determines that such delivery would not result in a violation of the restrictions on ownership of the Company’s stock set forth

in the Certificate of Incorporation. The Trustee shall have no obligation to monitor any Person’s compliance with the foregoing

provisions.

Section 14.02. Conversion Procedure; Settlement

Upon Conversion.

(a) Subject

to this ‎Section 14.02, ‎Section 14.03(b) and ‎Section 14.07(a), upon conversion of any Note, the Company shall pay and/or

deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash (“Cash

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

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

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

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

‎Section 14.02.

(i) All

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

which the relevant Conversion Date occurs on or after January 15, 2031, shall be settled using the same Settlement Method (including the

same Specified Dollar Amount, if applicable).

(ii) Except

for any conversions of Called Notes referred to in ‎Section 14.02(a)(i) for which the relevant Conversion Date occurs during a Redemption

Period, and any conversions for which the relevant Conversion Date occurs on or after January 15, 2031, the Company shall use the same

Settlement Method (including the same Specified Dollar Amount, if applicable) for all conversions with the same Conversion Date, but the

Company shall not have any obligation to use the same Settlement Method with respect to conversions with different Conversion Dates.

(iii) If,

in respect of any Conversion Date (or one of the periods described in the fourth immediately succeeding set of parentheses, as the case

may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect

of such Conversion Date (or such period, as the case may be), the Company shall deliver such Settlement Notice in writing to converting

Holders (with a written copy to the Trustee and the Conversion Agent (if other than the Trustee)) no later than the close of business

on the Trading Day immediately following the relevant Conversion Date (or, in the case of (x) any conversions of Called Notes for which

the relevant Conversion Date occurs during a related Redemption Period, in the relevant Redemption Notice, or (y) any conversions of Notes

for which the relevant Conversion Date occurs on or after January 15, 2031, no later than January 15, 2031) (in each case, the “Settlement

Method Election Deadline”). If the Company does not elect a Settlement Method with respect to a conversion prior to the deadline

set forth in the immediately preceding sentence, then the Company shall no longer have the right to elect Cash Settlement or Physical

Settlement for such conversion and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation,

and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000, for such conversion. Such Settlement Notice

shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice

shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice to Holders

electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal

amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000.

If the Company calls any Notes for Optional Redemption, and the related Redemption Date is on or after January 15, 2031, then the Settlement

Method that the Company elects to apply for conversions of Called Notes with a Conversion Date occurring during the related Redemption

Period must be the same Settlement Method that applies to all conversions with a Conversion Date that occurs on or after January 15, 2031.

By notice to Holders (a copy of which

the Company shall concurrently provide to the Trustee and the Conversion Agent (if other than the Trustee)), the Company may, prior to

January 15, 2031, at its option, irrevocably elect to satisfy its Conversion Obligation with respect to the Notes through any Settlement

Method that the Company is then permitted to elect (including Combination Settlement with a Specified Dollar Amount per $1,000 principal

amount of the Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of the Notes

at or above any specified amount set forth in such election notice) for all Conversion Dates occurring subsequent to delivery of such

notice. If the Company elects to irrevocably fix the Settlement Method to Combination Settlement with an ability to continue to set the

Specified Dollar Amount per $1,000 principal amount of the Notes at or above a specified amount, the Company shall, after the date of

such election, as the case may be, inform Holders converting their Notes (with a written copy to the Trustee and the Conversion Agent

(if other than the Trustee)) in writing of such Specified Dollar Amount in respect of the relevant conversion or conversions no later

than the relevant Settlement Method Election Deadline for such conversion or conversions as described above, or, if the Company does not

timely inform the Holders converting their Notes of the Specified Dollar Amount, such Specified Dollar Amount shall be the specific amount

set forth in the election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount shall be

deemed to be $1,000 per $1,000 principal amount of the Notes. Notwithstanding the foregoing, no such irrevocable election shall affect

any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this ‎Section 14.02. For

the avoidance of doubt, such an irrevocable election, if made, shall be effective without the need to amend the Indenture or the Notes,

including pursuant to ‎Section 10.01(g). However, the Company may nonetheless choose to execute such an amendment at the Company’s

option.

If the Company irrevocably fixes the

Settlement Method pursuant to the immediately preceding paragraph, then the Company shall either post the fixed Settlement Method on its

website or disclose the same in a current report on Form 8-K (or any successor form) that is filed with the Commission.

(iv) The

cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement

Amount”) shall be computed as follows:

(A) if

the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall deliver

to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal

to the Conversion Rate in effect immediately after the close of business on the relevant Conversion Date (plus cash in lieu of any fractional

share of Common Stock issuable upon such conversion);

(B) if

the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the

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

Conversion Values for each of the 40 consecutive VWAP Trading Days during the related Observation Period; and

the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement,

the Company shall pay and/or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement

Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive VWAP Trading Days during the related Observation

Period (plus cash in lieu of any fractional share of Common Stock issuable upon such conversion).

(v) The

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

reasonably practicable following the last day of the Observation Period. Following such determination of the Daily Settlement Amounts

or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of Common

Stock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the

Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The

Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

(b) Subject

to ‎Section 14.02(e), before any Holder of a Note shall be entitled

to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary

in effect at that time and, if required, pay to the Company funds equal to interest payable on the next Interest Payment Date to which

such Holder is not entitled as set forth in ‎Section 14.02(h) and (ii) in the case of a Physical Note (A) complete, manually sign

and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (a “Notice of Conversion”)

at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names

(with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement

of the Conversion Obligation to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by

appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, furnish appropriate endorsements

and transfer documents and (D) if required, pay to the Company funds equal to interest payable on the next Interest Payment Date to which

such Holder is not entitled as set forth in ‎Section 14.02(h). The Trustee (and if different, the Conversion Agent) shall notify the

Company of any conversion pursuant to this ‎Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect

to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company

in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ‎Section 15.03.

Subject to any procedures or requirements of the

applicable Depositary in the case of any Global Note, if more than one Note shall be surrendered for conversion at one time by the same

Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes

(or specified portions thereof to the extent permitted thereby) so surrendered.

Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”)

that the Holder has complied with the requirements set forth in subsection ‎(b) above. Except as set forth in ‎‎Section 14.03(b)

and ‎Section 14.07(a), the Company shall pay and/or deliver, as the case may be, the consideration due in respect of the Conversion

Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement (provided

that, with respect to any Conversion Date occurring after the Regular Record Date immediately preceding the Maturity Date, the Company

shall settle the related conversion on the Maturity Date), or on the second Business Day immediately following the last VWAP Trading Day

of the Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to a converting Holder, the

Company shall issue and deliver (or otherwise cause to be issued and delivered) to such Holder, or such Holder’s nominee or nominees,

the full number of shares of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary, in satisfaction

of the Company’s Conversion Obligation.

(d) In

case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to

or upon the written order of the Holder of the Note so surrendered a new Note or Notes in Authorized Denominations in an aggregate principal

amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if

required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax

or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of

the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion.

(e) If

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

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

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

(or book-entry evidence) representing the shares of Common Stock being issued in a name other than the Holder’s name until the Company

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

(f) Except

as provided in ‎Section 14.04, no adjustment shall be made for dividends

on any shares of Common Stock issued upon the conversion of any Note as provided in this ‎Article 14.

(g) Upon

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

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

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

(h) Upon

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

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

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

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

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

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

on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as

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

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

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

to the amount of interest payable on the Notes so converted 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 no such payment shall be required

(i) for conversions following the Regular Record Date immediately preceding the Maturity Date; (ii) with respect to conversions of any

Called Notes, if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the second Scheduled

Trading Day immediately following the corresponding Interest Payment Date; (iii) 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 (iv) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note.

Therefore, for the avoidance of doubt, all Holders of record as of the close of business on the Regular Record Date immediately preceding

the Maturity Date, any Redemption Date or any Fundamental Change Repurchase Date as described in the preceding clauses ‎(i) through

‎(iii) shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date in cash regardless

of whether their Notes have been converted following such Regular Record Date, and the converting Holder shall not be required to make

a corresponding payment.

(i) The

Person in whose name any shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record of such

shares as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation

by Physical Settlement) or the last VWAP Trading Day of the relevant Observation Period (if the Company elects to satisfy the related

Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder

of such Notes surrendered for conversion.

(j) The

Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering

any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in the case of

Physical Settlement) or based on the Daily VWAP for the last VWAP Trading Day of the relevant Observation Period (in the case of Combination

Settlement). Subject to any procedures or requirements of the applicable Depositary in the case of any Global Note, for each Note surrendered

for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion thereof

shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares

remaining after such computation shall be paid in cash.

Section 14.03. Increased Conversion Rate Applicable

to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Redemption Notice. (a) If (x) the Effective Date

of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (y) the Company gives a Redemption Notice with respect to any

or all of the Notes in accordance with ‎Article 16 and, in each case, a Holder elects to convert any Note in connection with such

Make-Whole Fundamental Change or convert its Called Notes in connection with a Redemption Notice, as the case may be, then the Company

shall, under the circumstances set forth below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of

additional shares of Common Stock (the “Additional Shares”), as set forth below. A conversion of Notes shall be deemed

for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received

by the Conversion Agent from, and including, the Effective Date of such Make-Whole Fundamental Change up to, and including, the Business

Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that is an

Exempted Fundamental Change or would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof,

the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole

Fundamental Change Period”). A conversion of Called Notes shall be deemed for these purposes to be “in connection with”

a Redemption Notice if the relevant Conversion Date occurs during the related Redemption Period. For the avoidance of doubt, the Company

shall increase the Conversion Rate in connection with a Redemption Notice only with respect to conversions of Called Notes, and not for

Notes that are not Called Notes. Accordingly, if the Company elects to redeem less than all of the outstanding Notes in an Optional Redemption

pursuant to ‎Section 16.01, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes on account

of the related Redemption Notice and shall not be entitled to an increased Conversion Rate for conversions of such Notes on account of

the Redemption Notice during the related Redemption Period if such Notes are otherwise convertible.

(b) Upon

surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or Redemption Notice, the Company shall, at its option,

satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with ‎Section

14.02 (after giving effect to any increase in the Conversion Rate pursuant to ‎Section 14.03(a)); provided, however,

that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change that

constitutes a Share Exchange Event, the Reference Property of which is composed entirely of cash, for any conversion of Notes following

the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price

for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion

Rate (including any adjustment for Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation

shall be paid to Holders in cash on the second Business Day following the Conversion Date. The Company shall notify the Holders, the Trustee

and the Conversion Agent (if other than the Trustee) in writing of the Effective Date of any Make-Whole Fundamental Change and, no later

than five Business Days after such Effective Date, issue a press release announcing such Effective Date, disclose such Effective Date

in a current report on Form 8-K or post such Effective Date on the Company’s website.

number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below,

based on the date on which the Make-Whole Fundamental Change occurs or becomes effective or the date of the Redemption Notice, as the

case may be (in each case, the “Effective Date”), and the price paid (or deemed to be paid) per share of the Common

Stock in the Make-Whole Fundamental Change, or with respect to an Optional Redemption, the average of the Last Reported Sale Prices of

the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the date of such Redemption

Notice, as the case may be (the “Stock Price”). 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 with respect to a Make-Whole Fundamental Change shall be the average of

the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately

preceding the Effective Date of the Make-Whole Fundamental Change. The Company shall make appropriate adjustments to the Stock Price,

in its good faith determination and in a commercially reasonable manner, 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 (as such term is used

in ‎Section 14.04) or expiration date of the event occurs during such five consecutive Trading Day period.

(d) The

Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate of the

Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied

by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment

and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall

be adjusted in the same manner and at the same time as the Conversion Rate as set forth in ‎Section 14.04.

(e) The

following table sets forth the number of Additional Shares of Common Stock by which the Conversion Rate shall be increased per $1,000

principal amount of Notes pursuant to this ‎Section 14.03 for each Stock Price and Effective Date set forth below:

Stock Price

Effective Date

$4.86

$5.50

$6.25

$6.80

$7.75

$8.84

$10.00

$15.00

$25.00

$40.00

$60.00

$90.00

April 17, 2026

58.7889

48.2836

39.2832

34.2353

27.6077

22.1878

18.0490

9.0440

3.5752

1.2650

0.3442

0.0000

April 15, 2027

58.7889

47.7218

38.2048

32.9294

26.0968

20.6109

16.5060

7.9287

3.0568

1.0733

0.2828

0.0000

April 15, 2028

58.7889

46.4455

36.2864

30.7500

23.7174

18.2285

14.2440

6.4293

2.4196

0.8520

0.2138

0.0000

April 15, 2029

58.7889

44.1145

33.0656

27.2000

19.9884

14.6267

10.9440

4.4900

1.6796

0.6040

0.1390

0.0000

April 15, 2030

58.7889

40.0945

27.4368

21.0574

13.7742

8.9683

6.0950

2.1880

0.8772

0.3283

0.0645

0.0000

April 15, 2031

58.7889

34.8455

13.0272

0.0868

0.0000

The exact Stock Price and Effective Date may

not be set forth in the table above, in which case:

(i) if

the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in the table, the

number of Additional Shares by which the Conversion Rate will be increased shall be determined by a straight-line interpolation between

the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable,

based on a 365-day year;

(ii) if

the Stock Price is greater than $90.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column

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

(iii) if

the Stock Price is less than $4.86 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings

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

Notwithstanding the foregoing, in no event shall

the Conversion Rate per $1,000 principal amount of Notes exceed 205.7613 shares of Common Stock, subject to adjustment in the same manner

as the Conversion Rate pursuant to ‎Section 14.04.

(f) Nothing

in this ‎Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to ‎Section 14.04 in respect of a Make-Whole

Fundamental Change.

Section 14.04. Adjustment of Conversion Rate.

The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company

shall not make any adjustments to the Conversion Rate if each Holder of the Notes participates (other than in the case of (x) a share

split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock

and solely as a result of holding the Notes, in any of the transactions described in this ‎Section 14.04, without having to convert

such Holder’s Notes, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate, multiplied by

the principal amount (expressed in thousands) of Notes held by such Holder.

(a) If

the Company exclusively issues shares of Common Stock as a dividend or distribution on all or substantially all outstanding shares of

the Common Stock, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following

formula:

where,

CR0

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

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

CR’

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

OS0

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

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

OS’

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

combination.

Any adjustment made under this ‎Section 14.04(a) shall become effective

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

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

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

the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect

if such dividend or distribution had not been declared.

(b) If

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

a stockholders’ rights plan) 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 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 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) shall 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 the Common Stock are not delivered after the expiration of such rights, options or

warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to

the 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, the Conversion Rate shall be decreased, effective as of the date the

Board of Directors determines not to issue such rights, options or warrants, to the Conversion Rate that would then be in effect if such

Ex-Dividend Date for such issuance had not occurred.

For purposes of this ‎Section 14.04(b) and

for the purpose of ‎Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders to subscribe

for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive

Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in

determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received

by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration,

if other than cash, to be determined by the Company in good faith and in a commercially reasonable manner.

the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights,

options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding

(i) dividends, distributions or issuances as to which an adjustment was effected (or would have been effected but for the 1% Exception)

pursuant to ‎Section 14.04(a) or ‎Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which the provisions

set forth in ‎Section 14.04(d) shall apply, (iii) rights issued pursuant to a rights plan, except to the extent set forth in ‎Section

14.11, (iv) any distributions of Reference Property in exchange for the Common Stock in connection with a Share Exchange Event and (v)

Spin-Offs as to which the provisions set forth below in this ‎Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences

of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed

Property”), then the Conversion Rate shall be increased based on the following formula:

where,

CR0

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

CR’

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

SP0

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

the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV =

the fair market value (as determined by the Company in good faith and in a commercially reasonable manner) of the Distributed Property

with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

Any increase made under the portion of this ‎Section

14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution

is not so paid or made, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to pay

or make such distribution, to the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding

the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in

lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time

and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such

Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend

Date for the distribution. If the Company determines the “FMV” (as defined above) of any distribution for purposes of this

‎Section 14.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices

in such market over the same period used in computing 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.

With respect to an adjustment pursuant to this

‎Section 14.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock

of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or,

when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion

Rate shall be increased based on the following formula:

where,

CR0

the Conversion Rate in effect immediately prior to the end of the Valuation Period;

CR’

the Conversion Rate in effect immediately after the end of the Valuation Period;

FMV0

the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock

applicable to one share of the Common Stock over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date

of the Spin-Off (the “Valuation Period”); and

MP0

the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

The increase to the Conversion Rate under the preceding

paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided that (x) in respect of

any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period,

references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have

elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, the Conversion Date in determining the Conversion

Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any VWAP Trading

Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, references to “10”

in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including,

the Ex-Dividend Date for the Spin-Off to, and including, such VWAP Trading Day in determining the Conversion Rate as of such VWAP Trading

Day. If any dividend or distribution that constitute a Spin-Off is declared but not so paid or made, the Conversion Rate shall be immediately

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

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

For purposes of this ‎Section

14.04(c) (and subject in all respect to ‎Section 14.11), rights,

options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares

of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options

or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with

such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock,

shall be deemed not to have been distributed for purposes of this ‎Section 14.04(c) (and no adjustment to the Conversion Rate under

this ‎Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants

shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under

this ‎Section 14.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed

prior to the date of this Supplemental Indenture, are subject to events, upon the occurrence of which such rights, options or warrants

become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any

and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants

with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without

exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or

warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that

was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this ‎Section

14.04(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise

by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options

or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed

distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase

price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained

such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the

case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion

Rate shall be readjusted as if such rights, options and warrants had not been issued.

For purposes of ‎Section 14.04(a),

‎Section 14.04(b) and this ‎Section 14.04(c), if any dividend

or distribution to which this ‎Section 14.04(c) is applicable also includes one or both of:

(A) a

dividend or distribution of shares of Common Stock to which ‎Section 14.04(a) is applicable (the “Clause A Distribution”);

(B) a

dividend or distribution of rights, options or warrants to which ‎Section 14.04(b) is applicable (the “Clause B Distribution”),

then, in either case, (1) such dividend or distribution,

other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this ‎Section

14.04(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this ‎Section

14.04(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall

be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by ‎Section 14.04(a) and ‎Section

14.04(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of

the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any

shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately

prior to the open of business on such Ex-Dividend Date or Effective Date” within the meaning of ‎Section 14.04(a) or “outstanding

immediately prior to the open of business on such Ex-Dividend Date” within the meaning of ‎Section 14.04(b).

(d) If

any cash dividend or distribution is made to all or substantially all holders of the Common Stock, the Conversion Rate shall be adjusted

based on the following formula:

where,

CR0

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

CR’

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

SP0

the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;

and

C =

the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.

Any increase pursuant to this ‎Section 14.04(d) shall become effective

immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is

not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make or pay such

dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined

above), then, in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes, at the

same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if

such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.

(e) If

the Company or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Common Stock (other than an odd-lot

tender offer), to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock

exceeds the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and

including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange

offer, the Conversion Rate shall be increased based on the following formula:

where,

CR0 =

the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including,

the Trading Day next succeeding the date such tender or exchange offer expires;

CR’ =

the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the

Trading Day next succeeding the date such tender or exchange offer expires;

AC =

the aggregate value of all cash and any other consideration (as determined by the Company in good faith and in a commercially reasonable

manner) paid or payable for shares of Common Stock purchased in such tender or exchange offer;

OS0 =

the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving

effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS’ =

the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect

to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP’ =

the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including,

the Trading Day next succeeding the date such tender or exchange offer expires.

The increase to the Conversion Rate under this

‎Section 14.04(e) shall occur at the close of business on the 10th

Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided

that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during

the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange

offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number

of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date that such tender or exchange offer expires

to, and including, the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash

Settlement or Combination Settlement is applicable, for any VWAP Trading Day that falls within the relevant Observation Period for such

conversion and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of

any tender or exchange offer, references to “10” or “10th”

in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading

Day next succeeding the expiration date of such tender or exchange offer to, and including, such VWAP Trading Day in determining the Conversion

Rate as of such VWAP Trading Day.

If the Company or one of its Subsidiaries is obligated

to purchase the Common Stock pursuant to any such tender or exchange offer described in this ‎Section 14.04(e) but

the Company or such Subsidiary is permanently prevented by applicable law from effecting an such purchase or all such purchases are rescinded,

the applicable Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer

had not been made or had been made only in respect of purchases that have been effected.

(f) Notwithstanding

this ‎Section 14.04 or any other provision of the Indenture or the Notes, if a Conversion Rate adjustment becomes effective on any

Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related Record Date

would be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described under ‎Section

14.02(i) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment provisions

in this ‎Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made for such converting Holder.

Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and

participate in the related dividend, distribution or other event giving rise to such adjustment.

(g) Except

as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Common Stock or any securities convertible

into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such convertible or exchangeable

securities.

(h) In

addition to those adjustments required by clauses ‎(a), ‎(b), ‎(c), ‎(d) and ‎(e) of this ‎Section 14.04, and

to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities

are then listed, the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days

if the Board of Directors determines that such increase would be in the Company’s best interest. In addition, to the extent permitted

by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities are then listed,

the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or

rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights to acquire shares of

Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding two sentences, the Company

shall deliver to the Holder of each Note a notice of the increase at least 15 days prior to the date the increased Conversion Rate takes

effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

(i) Notwithstanding

anything to the contrary in this ‎Article 14, the Conversion Rate shall not be adjusted:

(i) upon

the issuance of any shares of Common Stock 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 the Company’s Subsidiaries;

(iii) upon

the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security

not described in clause ‎(ii) of this subsection and outstanding as of the date the Notes were first issued;

(iv) upon

the repurchase of any shares of Common Stock pursuant to an open market share repurchase program or other buy-back transaction that is

not a tender offer or exchange offer of the nature described under ‎Section 14.04‎(e);

(v) solely

for a change in the par value of the Common Stock; or

(vi) for

accrued and unpaid interest, if any.

(j) All

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

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

(k) The

Company shall not be required to make an adjustment to the Conversion Rate unless the adjustment would require a change of at least 1%

in the Conversion Rate; provided that the Company shall carry forward, and take into account in any future adjustment, any adjustments

that are less than 1% of the Conversion Rate and make such carried-forward adjustments, regardless of whether the aggregate adjustment

is at least 1%, (i) on the effective date for any Make-Whole Fundamental Change and/or Fundamental Change, (ii) prior to the close of

business on the Conversion Date for any Note as to which Physical Settlement applies or in respect of any conversion following a replacement

of the Common Stock by Reference Property consisting solely of cash, (iii) prior to the open of business on each VWAP Trading Day of any

Observation Period in respect of the conversion of any Note as to which Cash Settlement or Combination Settlement applies (other than

as set forth in clause ‎(ii) above), (iv) on the date the Company sends a Redemption Notice for all or any Notes, (v) on the date

on which all such deferred adjustments would result in an aggregate change to the Conversion Rate of at least 1% and (vi) on January 15,

2031.

(l) Whenever

the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent if not

the Trustee) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement

of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officer’s

Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry

that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall

prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment

becomes effective and shall deliver such notice of such adjustment of the Conversion Rate to each Holder. Failure to deliver such notice

shall not affect the legality or validity of any such adjustment.

(m) For

purposes of this ‎Section 14.04, the number of shares of Common Stock at any time outstanding shall not include shares of Common Stock

held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock

held in the treasury of the Company, but shall include shares of Common Stock issuable in respect of scrip certificates issued in lieu

of fractions of shares of Common Stock.

Section 14.05. Adjustments of Prices. Whenever

any provision of the Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion

Values or the Daily Settlement Amounts over a span of multiple days (including, without limitation, an Observation Period and the period

for determining the Stock Price for purposes of a Make-Whole Fundamental Change or Optional Redemption), the Company shall make appropriate

adjustments to each in good faith and in a commercially reasonable manner to account for any adjustment to the Conversion Rate that becomes

effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date,

as the case may be, of the event occurs, at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily

Conversion Values or the Daily Settlement Amounts are to be calculated.

Section 14.06. Shares to Be Fully Paid.

The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient

shares of Common Stock to provide for conversion of the Notes from time to time as such Notes are presented for conversion (assuming delivery

of the maximum number of Additional Shares pursuant to ‎Section 14.03 and that at the time of computation of such number of shares,

all such Notes would be converted by a single Holder and that Physical Settlement were applicable).

Section 14.07. Effect of Recapitalizations,

Reclassifications and Changes of the Common Stock.

(a) In

the case of:

(i) any

recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination),

(ii) any

consolidation, merger, combination or similar transaction involving the Company,

(iii) any

sale, lease or other transfer or disposition to a third party of all or substantially all the consolidated assets of the Company and the

Company’s Subsidiaries, taken as a whole, or

(iv) any statutory

share exchange,

in each case, as a result of which the Common Stock would be converted

into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event,

a “Share Exchange Event”), then, at and after the effective time of such Share Exchange Event, the right to convert

each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount

of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number

of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled

to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and

amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event and, prior

to or at the effective time of such Share Exchange Event, the Company or the successor or purchasing Person, as the case may be, shall

execute with the Trustee a supplemental indenture permitted under Section 10.01(h) providing for such change in the right to convert each

$1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Event (A)

the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon

conversion of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance

with ‎Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required

to deliver upon conversion of the Notes in accordance with ‎Section 14.02 shall instead be deliverable in the amount and type of Reference

Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Share Exchange Event and (III)

the Daily VWAP and the Last Reported Sale Price (including, without limitation, for purposes of ‎Article 16) shall be calculated based

on the value (as determined by, or in the manner prescribed by, the Board of Directors) of a unit of Reference Property.

If the Share Exchange Event causes the Common Stock

to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any

form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted

average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property

for purposes of the immediately preceding paragraph shall refer to the weighted average of the consideration referred to in clause (i)

attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for

all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration

due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect

on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03), multiplied by the price paid

per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying cash to converting

Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify, in writing, the 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.

Such supplemental indenture described in the second

immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible

to the adjustments provided for in this ‎Article 14. If, in the case of any Share Exchange Event, the Reference Property includes

shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor

or purchasing Person, as the case may be, in such Share Exchange Event, then such supplemental indenture shall also be executed by such

other Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors

shall consider in good faith necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth

in ‎Article 15.

If the Notes become convertible into Reference

Property, the Company shall notify the Trustee in writing and issue a press release containing the relevant information, disclose the

relevant information in a current report on Form 8-K or post such information on the Company’s website.

(b) When

the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07, the Company shall promptly file

with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property

or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be made with respect thereto

and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall

cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure

to deliver such notice shall not affect the legality or validity of such supplemental indenture.

Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎Section 14.07. None of the

foregoing provisions shall affect the right of a holder of Notes to convert its Notes, as set forth in ‎Section 14.01 and ‎Section

14.02 prior to the effective date of such Share Exchange Event.

(d) The

above provisions of this Section shall similarly apply to successive Share Exchange Events.

Section 14.08. Certain Covenants. (a) The

Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company

and free from all taxes, liens and charges with respect to the issue thereof.

(b) The

Company further covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require

registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly

issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission, secure such

registration or approval, as the case may be.

Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated quotation

system the Company will use its reasonable best efforts to list and keep listed, so long as the Common Stock shall be so listed on such

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

Section 14.09. Responsibility of Trustee.

The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion

Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion

Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed,

or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall

not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities,

property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other Conversion

Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure

of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash

upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the

Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall

be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant

to ‎Section 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by

Holders upon the conversion of their Notes after any event referred to in such ‎Section 14.07 or to any adjustment to be made with

respect thereto, but, subject to the provisions of ‎Section 7.01, may accept (without any independent investigation) as conclusive

evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the

Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither

the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by ‎Section 14.01(b) has

occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and

the Conversion Agent the notices referred to in ‎Section 14.01(b) with respect to the commencement or termination of such conversion

rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to

the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for

in ‎Section 14.01(b).

Section 14.10. [Reserved].

Section 14.11. Stockholder Rights Plans.

If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such

conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued

upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan,

as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares

of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at

the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided

in ‎Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Section 14.12. Exchange in Lieu of Conversion.

(a) When a Holder surrenders Notes for conversion, the Company may, at its election, direct the surrender of, on or prior to the

Scheduled Trading Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company

for exchange in lieu of conversion (each, an “Exchange in Lieu of Conversion”). In order to accept any Notes surrendered

for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes,

all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with ‎Section 14.02. By the

close of business on the Scheduled Trading Day immediately following the relevant Conversion Date, the Company shall notify the Holder

surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Company has directed

the designated financial institution to make an Exchange in Lieu of Conversion.

(b) If

the designated financial institution accepts any such Notes, it shall pay and/or deliver, as the case may be, the cash, shares of Common

Stock or a combination thereof due upon conversion to such Holder on the second Business Day immediately following the last VWAP Trading

Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the second Business Day immediately following

the relevant Conversion Date, except that, with respect to any Conversion Date occurring after the Regular Record Date immediately preceding

the Maturity Date with respect to which the Company has elected Physical Settlement, the designated financial institution shall settle

any such conversion on the Maturity Date). If the designated financial institution agrees to accept any Notes for exchange but does not

timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated

financial institution does not accept the Notes for exchange, the Company shall convert the Notes and pay and/or deliver, as the case

may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following

the last VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the second Business

Day immediately following the relevant Conversion Date, except that, with respect to any Conversion Date occurring after the Regular Record

Date immediately preceding the Maturity Date with respect to which the Company has elected Physical Settlement, the Company shall settle

any such conversion on the Maturity Date) in accordance with ‎Section 14.02.

Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial

institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may,

but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate the Company

for any such transaction. Any Notes exchanged by any designated financial institution pursuant to this ‎Section 14.12 shall remain

outstanding, notwithstanding the surrender of such Notes and shall be subject to the applicable procedures of the Depositary.

(d) The

Company, the Conversion Agent and the Holders surrendering their Notes for conversion shall cooperate to cause such Notes to be delivered

to the designated financial institution and the Conversion Agent shall be entitled to conclusively rely on the Company’s instructions

in connection with effecting any exchange election and shall have no liability for any such exchange election outside of its control.

Article

Repurchase of Notes at Option of Holders

Section 15.01. [Intentionally Omitted].

Section 15.02. Repurchase at Option of Holders

Upon a Fundamental Change. (a) If a Fundamental Change, other than an Exempted Fundamental Change, occurs at any time, each Holder

shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or

any portion thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental Change Repurchase

Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the

Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid

interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”),

unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which

such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders

of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of

Notes to be repurchased pursuant to this ‎Article 15. The Fundamental Change Repurchase Date shall be subject to postponement in order

to allow the Company to comply with applicable law.

(a) Repurchases

of Notes under this ‎Section 15.02 shall be made, at the option of the Holder thereof, upon:

(i) delivery

to the applicable Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”)

in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance

with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before

the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and

(ii) delivery

of the Notes, if the Notes are Physical Notes, to the applicable Paying Agent at any time after delivery of the Fundamental Change Repurchase

Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the applicable Paying Agent, or book-entry

transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery

being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.

The Fundamental Change Repurchase Notice in respect

of any Notes to be repurchased shall state:

(i) in

the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;

(ii) the

portion of the principal amount of Notes to be repurchased, which must be in an Authorized Denomination; and

(iii) that

the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the 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 applicable Paying Agent the Fundamental Change Repurchase Notice contemplated by this ‎Section 15.02

shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business

on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the

applicable Paying Agent in accordance with ‎Section 15.03.

The applicable Paying Agent shall promptly notify

the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change (other than an Exempted Fundamental

Change), the Company shall provide to all Holders of Notes, the Trustee, the Conversion Agent (if other than the Trustee) and the applicable

Paying Agent (in the case of a Paying Agent other than the Trustee or the Paying Agent for the Notes as defined in ‎Section 4.02)

a written notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental

Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice

shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures

of the Depositary. Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth

in the Fundamental Change Company Notice on the Company’s website or through such other public medium as the Company may use at

that time. Each Fundamental Change Company Notice shall specify:

(i) the

events causing the Fundamental Change;

(ii) the

effective date of the Fundamental Change;

(iii) the

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

(iv) the

Fundamental Change Repurchase Price;

(v) the

Fundamental Change Repurchase Date;

(vi) the

name and address of the Paying Agent and the Conversion Agent, if applicable;

(vii) if

applicable, the Conversion Rate and any adjustments to the Conversion Rate;

(viii) that

the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder

withdraws the Fundamental Change Repurchase Notice in accordance with the terms of the Indenture; and

(ix) the

procedures that Holders must follow to require the Company to repurchase their Notes.

No failure of the Company to give the foregoing

notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase

of the Notes pursuant to this ‎Section 15.02.

At the Company’s 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.

(d) Notwithstanding

the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal

amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of

an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such

Notes). The applicable Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration

of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase

Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary

shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice

with respect thereto shall be deemed to have been withdrawn.

(e) Notwithstanding

anything to the contrary in this ‎Article 15, the Company shall not be required to repurchase or make an offer to repurchase Notes

upon the occurrence of a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in

compliance with the requirements set forth in this ‎Article 15, and such third party repurchases all Notes properly surrendered and

not validly withdrawn upon such offer in compliance with the requirements set forth in this ‎Article 15 for repurchase upon such Fundamental

Change by the Company.

(f) 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.

(g) Notwithstanding

anything to the contrary in the foregoing, the Company shall not be required to send a Fundamental Change Company Notice, or offer to

repurchase or repurchase any Notes, as set forth in this ‎Article 15, in connection with a Share Exchange Event that constitutes a

Fundamental Change pursuant to clause (b)(B) of the definition thereof (regardless of whether such Share Exchange Event also constitutes

a Fundamental Change pursuant to any other clause of such definition), if: (i) the Reference Property of such Share Exchange Event consists

entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change, the Notes become convertible (pursuant to ‎‎Section

14.07 and, if applicable, ‎Section 14.03) into consideration that consists solely of U.S. dollars in an amount per $1,000 principal

amount of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 principal amount of Notes (calculated assuming

that the same includes the maximum amount of accrued interest payable as part of the related Fundamental Change Repurchase Price); and

(iii) the Company timely sends the notice relating to such Fundamental Change required pursuant to ‎Section 14.01(b)(iii) and includes,

in such notice, a statement that the Company is relying on this ‎Section 15.02(g). For the avoidance of doubt, the maximum amount

of accrued interest, if any, referred to in the foregoing clause (ii) of this ‎Section 15.02(g) will be determined (x) by assuming

that the Fundamental Change Repurchase Date occurs on the latest possible date permitted for the applicable Fundamental Change pursuant

to the provisions of ‎Section 15.02; and (y) without regard to the exception in the determination of the Fundamental Change Repurchase

Price set forth at the end of the first sentence of ‎Section 15.02(a). Any Fundamental Change with respect to which, in accordance

with the provisions of this ‎Section 15.02(g), the Company does not offer to repurchase any Notes is referred to herein as an “Exempted

Fundamental Change.”

Section 15.03. Withdrawal of Fundamental Change

Repurchase Notice. (a) A Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of a written notice

of withdrawal delivered to the Corporate Trust Office of the applicable Paying Agent in accordance with this ‎Section 15.03 at any

time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying:

(i) the

aggregate principal amount of the Notes with respect to which such notice of withdrawal is being submitted,

(ii) if

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

and

(iii) the

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

must be in an Authorized Denomination;

provided, however, that if the Notes are Global Notes,

the notice must comply with appropriate procedures of the Depositary.

Section 15.04. Deposit of Fundamental Change

Repurchase Price. (a) The Company will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company

is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in ‎Section 4.04) on or prior to 11:00 a.m.,

New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased

at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent

appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business

Day immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date

(provided the Holder has satisfied the conditions in ‎Section 15.02) and (ii) the time of book-entry transfer or the delivery

of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by ‎Section

15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register;

provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the

account of the Depositary or its nominee. The Trustee or applicable Paying Agent shall, promptly after such payment and upon written demand

by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price.

(b) If

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

holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase

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

Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes

has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes

will terminate (other than the right to receive the Fundamental Change Repurchase Price and, if applicable, accrued and unpaid interest).

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

shall authenticate and deliver to the Holder a new Physical Note in an Authorized Denomination equal in principal amount to the unrepurchased

portion of the Physical Note surrendered.

Section 15.05. Covenant to Comply with Applicable

Laws Upon Repurchase of Notes. In connection with any repurchase offer, the Company will, if required by applicable law:

(a) comply

with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;

(b) file

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

comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes;

in each case, so as to permit the rights and obligations

under this ‎Article 15 to be exercised in the time and in the manner specified in this ‎Article 15. To the extent that the provisions

of any securities law or regulations enacted after the date of this Supplemental Indenture conflict with this ‎Article 15, the Company

shall comply with the applicable securities laws or regulations and will not be deemed to have breached the Company’s obligations

under this ‎Article 15 by virtue of such conflict.

Article

Optional Redemption

Section 16.01. Optional Redemption on or after

April 20, 2029. (a) The Notes shall not be redeemable by the Company prior to April 20, 2029. On or after April 20, 2029, the Company

may redeem (an “Optional Redemption”) for cash all or any portion of the Notes (subject to the Partial Redemption Limitation),

at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion Price then in effect

for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the date on which the Company

provides the Redemption Notice in accordance with ‎Section 16.02, during any 30 consecutive Trading Day period ending on, and including,

the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with ‎Section 16.02.

(b) If

the Company decides to redeem fewer than all of the outstanding Notes pursuant to an Optional Redemption, then the excess of the principal

amount of Notes outstanding as of the time the Company sends the related Redemption Notice over the aggregate principal amount of Notes

set forth in such Redemption Notice as being subject to such Optional Redemption must be at least $50,000,000 (such requirement, the “Partial

Redemption Limitation”). If the Company decides to redeem fewer than all of the outstanding Notes pursuant to an Optional Redemption

and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected by the Depositary in accordance with the applicable

procedures of the Depositary. If the Company decides to redeem fewer than all of the outstanding Notes pursuant to an Optional Redemption

and the Notes to be redeemed are not Global Notes then held by the Depositary, the Trustee shall select the Notes or portions thereof

to be redeemed (in Authorized Denominations) by lot, on a pro rata basis or by another method the Trustee considers to be fair

and appropriate. If any Note selected for partial Optional Redemption is submitted for conversion in part after such selection, the portion

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

Redemption.

Section 16.02. Redemption Notice. (a) In

case the Company exercises its Optional Redemption right to redeem all or any portion of the Notes pursuant to Section 16.01, it shall

fix a date for such Optional Redemption (each, a “Redemption Date”) and the Company (or, at the Company’s written

request (with such request including an Officer’s Certificate requesting that the Trustee give such Redemption Notice, setting forth

the information to be stated in such Redemption Notice as provided in ‎Section 16.02(c), and stating that all conditions precedent

to the delivery of such Redemption Notice have been or will be complied with) received by the Trustee at least two Business Days prior

to the date of giving the Redemption Notice (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the

name of and at the expense of the Company) shall deliver or cause to be delivered a written notice of such Optional Redemption (a “Redemption

Notice”) not less than 50 nor more than 65 Scheduled Trading Days prior to the Redemption Date to the Trustee, the Conversion

Agent (if other than the Trustee), the Paying Agent (if other than the Trustee) and each Holder; provided that if, in accordance

with ‎Section 14.02, the Company elects to settle all conversions of Called Notes with a Conversion Date that occurs during the related

Redemption Period by Physical Settlement, then the Company shall provide the Redemption Notice not less than 15 nor more than 60 calendar

days before the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent (if other than the

Trustee) and each Holder of Notes. The Redemption Date must be a Business Day, and the Company shall not specify a Redemption Date that

falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date.

(b) The

Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not

the Holder receives such notice. In any case, failure to duly give such Redemption Notice or any defect in the Redemption Notice to the

Holder of any Note designated for Optional Redemption as a whole or in part shall not affect the validity of the proceedings for the Optional

Redemption of any other Note.

Redemption Notice shall specify:

(i) the

Redemption Date;

(ii) the

Redemption Price;

(iii) that

on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if

any, shall cease to accrue on and after the Redemption Date (except as provided in the parenthetical of the definition of Redemption Price);

(iv) the

place or places where such Notes are to be surrendered for payment of the Redemption Price;

(v) that

Holders of Called Notes may surrender their Called Notes for conversion at any time prior to the close of business on the second Scheduled

Trading Day immediately preceding the Redemption Date;

(vi) the

procedures a converting Holder of Called Notes must follow to convert its Called Notes and the Settlement Method and Specified Dollar

Amount, if applicable;

(vii) the

Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with ‎Section 14.03;

(viii) the

CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and

(ix) in

case any Physical Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the

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

shall be issued.

Each Redemption Notice shall be irrevocable. Simultaneously with providing

any Redemption Notice, the Company shall issue a press release through such national newswire service as the Company then uses containing

the information set forth in such Redemption Notice.

Section 16.03. Payment of Notes Called for Optional

Redemption. (a) If any Redemption Notice has been given in respect of the Notes in accordance with ‎Section 16.02, the Notes shall

become due and payable on the Redemption Date at the place or places stated in the Redemption Notice and at the applicable Redemption

Price. On presentation and surrender of the Notes at the place or places stated in the Redemption Notice, the Notes shall be paid and

redeemed by the Company at the applicable Redemption Price. Upon surrender of a Note that is to be redeemed in part pursuant to ‎Section

16.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination

equal in principal amount to the unredeemed portion of the Note surrendered.

(b) Prior

to the open of business on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company or a Subsidiary of

the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in ‎Section 7.05 an amount of cash (in immediately

available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of all of the Notes to be redeemed on such

Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made on the Redemption

Date for such Notes. The Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the Company

any funds in excess of the Redemption Price.

Section 16.04. Restrictions on Optional Redemption.

The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms

of the Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration

resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).

Section 16.05. Sinking Fund. No sinking

fund is provided for the Notes.

Article

Miscellaneous Provisions

Section 17.01. Provisions Binding on Company’s

Successors. All the covenants, stipulations, promises and agreements of the Company contained in the Indenture shall bind its successors

and assigns whether so expressed or not.

Section 17.02. Official Acts by Successor Entity.

Any act or proceeding by any provision of the Indenture authorized or required to be done or performed by any board, committee or Officer

of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation

or other entity that shall at the time be the lawful sole successor of the Company.

Section 17.03.

Addresses for Notices, Etc. Any notice or demand that by any provision of the Indenture is required or permitted to be given or

served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if

emailed, given or served by being deposited postage prepaid by registered or certified mail in a post office letter box or sent via

overnight courier addressed (until another address or email address, as applicable, is filed by the Company with the Trustee) to T1

Energy Inc., 1211 E 4th St., Austin, Texas 78702, Attention: Evan Calio, Chief Financial Officer, email: [****], with copies to Andy

Munro, Chief Legal & Policy Officer, email: [****], or at such other address or emails as may have been furnished in writing to

the Trustee by the Company. 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 Notes shall be mailed to it by first class mail, postage prepaid, or sent via overnight courier at its

address as it appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or

communication delivered or to be delivered to a Holder of Global Notes shall be delivered in accordance with the applicable procedures

of the Depositary and shall be sufficiently given to it if so delivered within the time prescribed (and if given in such manner, will

be deemed to have been given in writing).

Failure to mail or deliver a notice or communication

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

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

In case by reason of the suspension of regular

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

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

Section 17.04. Governing Law; Jurisdiction.

THE INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE INDENTURE AND EACH NOTE, SHALL BE GOVERNED

BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company irrevocably consents and agrees, for

the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect

to obligations, liabilities or any other matter arising out of or in connection with the Indenture or the Notes may be brought in the

courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until

amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction

of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect

of its properties, assets and revenues.

The Company irrevocably and unconditionally waives,

to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid

actions, suits or proceedings arising out of or in connection with the Indenture brought in the courts of the State of New York or the

courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally

waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been

brought in an inconvenient forum.

Section 17.05. Evidence of Compliance with Conditions

Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any

action under any of the provisions of the Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officer’s

Certificate stating that such action is permitted by the terms of the Indenture.

Each Officer’s Certificate provided for,

by or on behalf of the Company in the Indenture and delivered to the Trustee with respect to compliance with the Indenture (other than

the Officer’s Certificates provided for in ‎Section 4.08) shall include (a) a statement that the person signing such certificate

is familiar with the requested action and the Indenture; (b) a brief statement as to the nature and scope of the examination or investigation

upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made

such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action

is permitted by the Indenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by the

Indenture.

Notwithstanding anything to the contrary in this

‎‎Section 17.05, if any provision in the Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel

in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request,

such Opinion of Counsel.

Section 17.06. Legal Holidays. In any case

where any Interest Payment Date, any Redemption Date, any Fundamental Change Repurchase Date or the Maturity Date is not a Business Day

or is not a Valid Payment Date, then any action to be taken on such date need not be taken on such date, but may be taken on the next

succeeding Business Day that is a Valid Payment Date with the same force and effect as if taken on such date, and no interest shall accrue

in respect of the delay.

Section 17.07. No Security Interest Created.

Nothing in the Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform

Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

Section 17.08. Benefits of Indenture. Nothing

in the Indenture or in the Notes, expressed or implied, shall give to any Person, other than the Holders, the parties hereto, any Paying

Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their successors hereunder, any benefit or any legal or

equitable right, remedy or claim under the Indenture.

Section 17.09. Table of Contents, Headings,

Etc. The table of contents and the titles and headings of the articles and sections of the Indenture have been inserted for convenience

of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 17.10. Authenticating Agent. The

Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication

and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under

‎Section 2.04, ‎Section 2.05, ‎Section 2.06, ‎Section 2.07, ‎Section 10.04 and ‎Section 15.04 as fully to all

intents and purposes as though the authenticating agent had been expressly authorized by the Indenture and those Sections to authenticate

and deliver Notes. For all purposes of the Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed

to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of

the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate

of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to ‎Section

7.08.

Any corporation or other entity into which any

authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from

any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding

to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor

corporation or other entity is otherwise eligible under this ‎Section 17.10, without the execution or filing of any paper or any further

act on the part of the parties hereto or the authenticating agent or such successor corporation or other entity.

Any authenticating agent may at any time resign

by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating

agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation

or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee

may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company

and shall deliver notice of such appointment to all Holders.

The Company agrees to pay to the authenticating

agent from time to time reasonable compensation for its services although the Company may terminate the authenticating agent, if it determines

such agent’s fees to be unreasonable.

The provisions of ‎Section 7.02, ‎Section

7.03, ‎Section 7.04, ‎Section 8.03 and this ‎Section 17.10 shall be applicable to any authenticating agent.

If an authenticating agent is appointed pursuant

to this ‎Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an

alternative certificate of authentication in the following form:

__________________________,

as Authenticating Agent, certifies that this

is one of the Notes described in the within-named Indenture.

By: ____________________

Authorized Officer

Section 17.11. Execution in Counterparts.

This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall

together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile,

PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties

hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by

facsimile, PDF or other electronic methods shall be deemed to be their original signatures for all purposes. Unless otherwise provided

in the Indenture or in any Note, the words “execute”, “execution”, “signed”, and “signature”

and words of similar import used in or related to any document to be signed in connection with the Indenture, any Note or any of the transactions

contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures

and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually

executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in

any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures

and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding

anything to the contrary set forth herein, the Trustee is under no obligation to agree to accept electronic signatures in any form or

format unless expressly agreed to by the Trustee pursuant to procedures approved by the Trustee.

Section 17.12. Severability. In the event

any provision of the Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity,

legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 17.13. Waiver of Jury Trial. EACH

OF THE COMPANY 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 THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 17.14. Force Majeure. In no event

shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or

caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts

of war or terrorism, 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, or the unavailability of the Federal Reserve

Bank wire or telex or other wire or communication facility; it being understood that the Trustee shall use reasonable efforts that are

consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 17.15. Calculations. Except as otherwise

provided herein, the Company shall be responsible for making all calculations called for under the Notes. These calculations include,

but are not limited to, determinations of the Stock Price in connection with a Make-Whole Fundamental Change or a Redemption Notice, the

Last Reported Sale Prices of the Common Stock, the Trading Price of the Notes (for purposes of ‎Section

14.01(b)(i)), the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes and the

Conversion Rate of the Notes. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s

calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee,

the Paying Agent 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 Company shall provide the Company’s

calculations to any registered Holder of Notes upon the request of that registered Holder at the sole cost and expense of the Company.

Section 17.16. USA PATRIOT Act. The parties

hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order

to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each

person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to the Indenture agree that they

will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT

Act.

Section 17.17. Electronic Signatures. All

notices, approvals, consents 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 digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk

of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 17.18. Withholding Taxes. If a beneficial

owner of a Note is deemed to have received a distribution subject to U.S. federal income tax as a result of an adjustment or the nonoccurrence

of an adjustment to the Conversion Rate, the Company or the applicable Agent may withhold any resulting applicable withholding taxes (including

backup withholding) imposed in connection with a constructive distribution from interest and payments upon conversion, repurchase or maturity

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

the Company or the applicable Agent may withhold those withholding taxes from payments of cash or Common Stock, if any, payable on the

Notes (or any payments on the Common Stock) or sales proceeds received by or other funds or assets of the Holder or beneficial owner of

the Note.

Section 17.19. Trust Indenture Act Controls.

If and to the extent that any provision of the Indenture limits, qualifies or conflicts with the duties imposed by, or another provision

included in the Indenture which is required to be included in the Indenture by any of the provisions of Sections 310 to 318, inclusive,

of the Trust Indenture Act, such imposed duties or incorporated provision shall control.

[Remainder of page intentionally

left blank]

IN WITNESS WHEREOF, the parties hereto have caused

this Supplemental Indenture to be duly executed as of the date first written above.

T1 ENERGY INC.

By:

/s/ Evan Calio

Name:

Evan Calio

Title:

Chief Financial Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

By:

/s/ Steven J. Gomes

Name:

Steven J. Gomes

Title:

Vice President

EXHIBIT A

FORM OF NOTE

[FORM OF FACE OF NOTE]

[INCLUDE FOLLOWING LEGEND IF

A GLOBAL NOTE]

[UNLESS THIS CERTIFICATE IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO T1 ENERGY INC.

OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.

OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO

SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE

BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

A-1

T1 Energy Inc.

4.00% Convertible Senior Note due 2031

No. [_____]

[Initially]2

$[_________]

CUSIP No. [_______]

T1 Energy Inc., a corporation

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

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

to [CEDE & CO.]3 [_______]4, or registered assigns, the principal sum [as set forth in the “Schedule

of Exchanges of Notes” attached hereto]5 [of $[_______]]6, which amount, taken together with the principal

amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $184,000,000 in aggregate at any time, in

accordance with the rules and procedures of the Depositary, on April 15, 2031, and interest thereon as set forth below.

This Note shall bear interest at the rate of 4.00%

per year from April 17, 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 April 15, 2031. Interest is payable semi-annually in arrears on each April 15 and October 15, commencing

on October 15, 2026, to Holders of record at the close of business on the preceding April 1 and October 1 (whether or not such day is

a Business Day), respectively. Additional Interest will be payable as set forth in ‎Section 6.03 of the within-mentioned Supplemental

Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in

such context, Additional Interest is, was or would be payable pursuant to such ‎Section 6.03, and any express mention of the payment

of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions thereof where

such express mention is not made.

Any Defaulted Amounts shall accrue interest per

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

date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance with

‎Section 2.03(c) of the Supplemental Indenture.

2 Include if a global note.

3 Include if a global note.

4 Include if a physical note.

5 Include if a global note.

6 Include if a physical note.

A-2

The Company shall pay or cause a Paying Agent to

pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available funds to the Depositary

or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture,

the Company shall pay or cause a Paying Agent to pay the principal of any Notes (other than Notes that are Global Notes) at the office

or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar

in respect of the Notes and its agency in the continental United States, as a place where Notes may be presented for payment or for registration

of transfer and exchange.

Reference is made to the further provisions of

this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the right to convert

this Note into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, on the terms and subject

to the limitations set forth in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set

forth at this place.

This Note, and any claim, controversy or dispute

arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of New York.

In the case of any conflict between this Note and

the Indenture, the provisions of the Indenture shall control and govern.

This Note shall not be valid or become obligatory

for any purpose until the certificate of authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating

agent under the Indenture.

[Remainder of page intentionally left blank]

A-3

IN WITNESS WHEREOF, the Company has caused this

Note to be duly executed.

T1 ENERGY INC.

By:

Name:

Title:

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee, certifies that this is one of the Notes described

in the within-named Indenture.

By:

Name:

Title:

A-4

[FORM OF REVERSE OF NOTE]

T1 Energy Inc.

4.00% Convertible Senior Note due 2031

This Note is one of a duly authorized issue of

Notes of the Company, designated as its 4.00% Convertible Senior Notes due 2031 (the “Notes”), limited to the aggregate

principal amount of $184,000,000 all issued or to be issued under and pursuant to an indenture (the “Base Indenture”),

dated as of December 16, 2025, and a second supplemental indenture (as the same may be amended from time to time, the “Supplemental

Indenture,” and the Base Indenture, as amended by the Supplemental Indenture, and as the same may be further amended or supplemented

from time to time with respect to the Notes, the “Indenture”), dated as of April 17, 2026, each between the Company

and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to which Indenture and all indentures

supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities

thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal

amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall

have the respective meanings set forth in the Indenture.

In case certain Events of Default shall have occurred

and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate

principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and

subject to the conditions and certain exceptions set forth in the Indenture.

Subject to the terms and conditions of the Indenture,

the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase

Date, the Redemption Price on any Redemption Date and the principal amount on the Maturity Date, as the case may be, to the Holder who

surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the

United States that at the time of payment is legal tender for payment of public and private debts.

The Indenture contains provisions permitting the

Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances,

with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced

as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein.

It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the

Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture

and its consequences.

A-5

Each Holder shall have the right to institute suit

for the enforcement of its right to receive payment or delivery, as the case may be, of (x) the principal (including the Redemption Price

and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration

due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful money or shares of Common Stock,

as the case may be, herein prescribed.

The Notes are issuable in registered form without

coupons in Authorized Denominations. At the office or agency of the Company referred to on the face hereof, and in the manner and subject

to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized

denominations, without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover

any transfer or similar tax that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued

upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange.

The Notes shall be redeemable at the Company’s

option on or after April 20, 2029 in accordance with the terms and subject to the conditions specified in the Indenture. No sinking fund

is provided for the Notes.

Upon the occurrence of a Fundamental Change, the

Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes or

any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Repurchase Date at a price

equal to the Fundamental Change Repurchase Price.

Subject to the provisions of the Indenture, the

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

prior to the close of business on the Business Day immediately preceding the Maturity Date, to convert any Notes or portion thereof that

is $1,000 or an integral multiple thereof, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable,

based on the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.

A-6

ABBREVIATIONS

The following abbreviations, when used in the inscription

of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the entireties

JT TEN = joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not

in the above list.

A-7

SCHEDULE A7

SCHEDULE OF EXCHANGES OF NOTES

T1 Energy Inc.

4.00% Convertible Senior Notes due 2031

The initial principal amount of this Global Note

is _______ DOLLARS ($[_________]). The following increases or decreases in this Global Note have been made:

Date of exchange

Amount of decrease in principal amount of this Global Note

Amount of increase in principal amount of this Global Note

Principal amount of this Global Note following such decrease or increase

Signature of authorized signatory of Trustee or Custodian

7 Include if a global note.

A-8

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

To:

U.S. Bank Trust Company, National Association

5065 Wooster Road

Cincinnati, OH 45226

Attn: T1 Energy Notes Administrator (S. Gomes)

Re:

T1 Energy Inc. 4.00% Convertible Senior Notes due 2031

The undersigned registered owner of this Note hereby

exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below

designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the

terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable

upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof,

be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock

or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay

all documentary, stamp or similar issue or transfer taxes, if any in accordance with ‎Section 14.02(d) and ‎Section 14.02(e) of

the Supplemental Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized

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

Dated: _____________________

________________________________

Signature(s)

___________________________

Signature Guarantee

Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.

Fill in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:

_________________________

(Name)

_________________________

(Street Address)

_________________________

(City, State and Zip Code)

Please print name and address

Principal amount to be converted (if less than all): $______,000

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

correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

_________________________

Social Security or Other Taxpayer

Identification Number

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

To:

U.S. Bank Trust Company, National Association

5065 Wooster Road

Cincinnati, OH 45226

Attn: T1 Energy Notes Administrator (S. Gomes)

Re:

T1 Energy Inc. 4.00% Convertible Senior Notes due 2031

The undersigned registered owner of this Note hereby

acknowledges receipt of a notice from T1 Energy Inc. (the “Company”) as to the occurrence of a Fundamental Change with

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

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

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

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

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

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

In the case of Physical Notes, the certificate

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

Dated: _____________________

________________________________

Signature(s)

_________________________

Social Security or Other Taxpayer

Identification Number

Principal amount to be repaid (if less than all): $______,000

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

correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

ATTACHMENT 3

[FORM OF ASSIGNMENT AND TRANSFER]

Re: T1 Energy Inc. 4.00% Convertible Senior Notes due 2031

For value received ____________________________ hereby sell(s), assign(s)

and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note,

and hereby irrevocably constitutes and appoints _____________________ attorney to transfer the said Note on the books of the Company,

with full power of substitution in the premises.

Dated: ________________________

_____________________________________

Signature(s)

_____________________________________

Signature Guarantee

Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

Rule 17Ad-15 if Notes are to be delivered, other

than to and in the name of the registered holder.

NOTICE: The signature on the assignment must correspond with the name

as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

EX-5.1 — OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

EX-5.1

Filename: ea028661001ex5-1.htm · Sequence: 4

Exhibit 5.1

Skadden,

Arps, Slate, Meagher & Flom llp

One Manhattan West

New York,

NY 10001

TEL:

(212) 735-3000

FAX:

(212) 735-2000

www.skadden.com

FIRM/AFFILIATE

OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS

ANGELES

PALO

ALTO

WASHINGTON,

D.C.

WILMINGTON

-----------

ABU

DHABI

BEIJING

BRUSSELS

FRANKFURT

HONG

KONG

LONDON

MUNICH

PARIS

SÃO

PAULO

SEOUL

SINGAPORE

TOKYO

TORONTO

April 17, 2026

T1 Energy Inc.

1211 E 4th St.

Austin, Texas 78702

Re:

T1 Energy Inc. – Convertible Notes Offering

Ladies and Gentlemen:

We have acted as special United

States counsel to T1 Energy Inc., a Delaware corporation (the “Company”), in connection with the public offering of

up to $184,000,000 aggregate principal amount of the Company’s 4.00% Convertible Senior Notes due 2031 (including up to $24,000,000

aggregate principal amount of the Notes at the Underwriters’ option to cover over-allotments) (the “Notes”),

to be issued under the Indenture, dated as of December 16, 2025 (the “Base Indenture”), between the Company and U.S.

Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”), as supplemented by the Second

Supplemental Indenture, dated as of the date hereof (the “Second Supplemental Indenture” and, together with the Base

Indenture, the “Indenture”), between the Company and the Trustee. The Notes will be convertible into cash, shares of

the common stock of the Company, par value $0.01 per share (the “Common Stock”), or a combination thereof, at the Company’s

option, in accordance with, and subject to, their terms and the terms of the Indenture.

This opinion letter is being furnished in accordance

with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

T1 Energy Inc.

April 17, 2026

Page 2

In rendering the opinions stated herein, we have

examined and relied upon the following:

(a) the

registration statement on Form S-3ASR (File No. 333-292857) of the Company relating to debt securities and other securities of the Company

filed on January 21, 2026 with the Securities and Exchange Commission (the “Commission”) under the Securities

Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules

and Regulations”), including the information deemed to be a part of the registration statement pursuant to Rule 430B of

the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration Statement”);

(b) the

prospectus, dated January 21, 2026 (the “Base Prospectus”), which forms a part of and is included in the Registration

Statement;

preliminary prospectus supplement, dated April 14, 2026 (together with the Base Prospectus, the “Preliminary Prospectus”),

relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d) the

final prospectus supplement, dated April 14, 2026 (together with the Base Prospectus, the “Prospectus”), relating

to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(e) an executed

copy of the Underwriting Agreement, dated April 14, 2026 (the “Underwriting Agreement”), among the Company and

Santander US Capital Markets LLC and J.P. Morgan Securities LLC, as representatives of the several Underwriters (the “Underwriters”),

relating to the sale by the Company to the Underwriters of the Notes;

(f) an executed

copy of the Base Indenture;

(g) an executed

copy of the Second Supplemental Indenture;

(h) the

global certificate evidencing the Notes executed by the Company and registered in the name of Cede & Co. (the “Note Certificate”),

delivered by the Company to the Trustee for authentication and delivery;

(i) an executed

copy of a certificate of Andrew Munro, Chief Legal and Policy Officer of the Company, dated the date hereof (the “Secretary’s

Certificate”);

(j) a copy of the Amended and

Restated Certificate of Incorporation of the Company, as amended, certified by the Secretary of State of the State of Delaware as of

April 14, 2026 (the “Certificate of Incorporation”) and certified pursuant to the Secretary’s Certificate as

being in effect on the date of the resolutions referred to below and as of the date hereof;

T1 Energy Inc.

April 17, 2026

Page 3

(k) copies

of the Company’s Second Amended and Restated Bylaws, certified pursuant to the Secretary’s Certificate as being in effect

on December 1, 2025, and Third Amended and Restated Bylaws, certified pursuant to the Secretary’s Certificate as being in effect

on and since December 4, 2025 and as of the date hereof; and

(l) copies

of certain resolutions of the Board of Directors of the Company, adopted on December 1, 2025, December 28, 2025 and March 26, 2026 and

certain resolutions of the Financing Transaction Committee thereof, adopted on April 14, 2026, in each case certified pursuant to the

Secretary’s Certificate.

We have also examined originals or copies, certified

or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials,

certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate

as a basis for the opinions stated below.

In our examination, we have assumed the genuineness

of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all

documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,

certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated

herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives

of the Company and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate

and the Certificate of Incorporation and the factual representations and warranties contained in the Underwriting Agreement.

We do not express any opinion with respect to the

laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the General Corporation Law of the State of Delaware

(the “DGCL”) (all of the foregoing being referred to as “Opined-on Law”).

As used herein, (a) “Transaction

Documents” means the Underwriting Agreement, the Indenture and the Note Certificates and (b) “Organizational Documents”

means those documents listed in paragraphs (j) and (k) above.

Based upon the foregoing and subject to the qualifications

and assumptions stated herein, we are of the opinion that:

1. The

Note Certificate has been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company

under the DGCL, and when duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance

with the terms of the Underwriting Agreement and the Indenture, the Note Certificate will constitute a valid and binding obligation of

the Company, enforceable against the Company in accordance with its terms under the laws of the State of New York.

T1 Energy Inc.

April 17, 2026

Page 4

2. The up to 37,860,079

shares of Common Stock of the Company initially issuable upon conversion of the Notes pursuant to the Indenture (the “Conversion

Shares”) have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and, when issued

upon conversion of the Notes in accordance with the terms of the Indenture, will be validly issued, fully paid and nonassessable.

The opinions stated herein are subject to the following

assumptions and qualifications:

(a) we do

not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium,

fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions

stated herein are limited by such laws and governmental orders and by general principles of equity (regardless of whether enforcement

is sought in equity or at law);

(b) we do

not express any opinion with respect to any law, rule, regulation or order that is applicable to any party to any of the Transaction Documents

or the transactions contemplated thereby solely because such law, rule, regulation or order is part of a regulatory regime applicable

to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;

to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents constitutes the

valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;

(d) we do

not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification,

contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect

that may be contrary to public policy or violative of federal or state securities laws, rules, regulations or orders, or to the extent

any such provision purports to, or has the effect of, waiving or altering any statute of limitations;

(e) we do

not express any opinion whether the execution or delivery of any Transaction Document by the Company, or the performance by the Company

of its obligations under any Transaction Document will constitute a violation of, or a default under, any covenant, restriction or provision

with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company or any of its

subsidiaries;

T1 Energy Inc.

April 17, 2026

Page 5

(f) the

opinions stated herein are limited to the agreements and documents specifically identified in the opinions contained herein (the “Specified

Documents”) without regard to any agreement or other document referenced in any Specified Document (including agreements or

other documents incorporated by reference or attached or annexed thereto) and without regard to any other agreement or document relating

to any Specified Document that is not a Transaction Document;

(g) we do

not express any opinion with respect to the enforceability of Section 16.11 of the Indenture to the extent that such section purports

to bind the Company to the exclusive jurisdiction of any particular federal court or courts;

(h) we call

to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on

grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition,

we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of

the United States of America in any action arising out of or relating to any Transaction Document;

(i) to the

extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained

in any Transaction Document, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in

each case, (i) the exceptions and limitations in New York General Obligations Law Sections 5-1401 and 5-1402 and (ii) principles of comity

and constitutionality;

(j) the

Company’s issuance of the Conversion Shares does not and will not (i) except to the extent expressly stated in the opinions contained

herein, violate any statute to which the Company or such issuance is subject or (ii) constitute a violation of, or a breach under, or

require the consent or approval of any other person under, any agreement or instrument binding on the Company (except that we do not make

this assumption with respect to the Organizational Documents or those agreements or instruments expressed to be governed by the laws of

the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for

the year ended December 31, 2025, although we have assumed compliance with any covenant, restriction or provision with respect to financial

ratios or tests or any aspect of the financial condition or results of operations of the Company contained in such agreements or instruments),

and we have further assumed that the Company will continue to have sufficient authorized shares of Common Stock;

T1 Energy Inc.

April 17, 2026

Page 6

(k) the

Company’s authorized capital stock is as set forth in the Certificate of Incorporation, and we have relied solely on the certified

copy thereof issued by the Secretary of State of the State of Delaware and have not made any other inquiries or investigations; and

(l) in

rendering the opinion set forth in paragraph 2 above, we have assumed that the Conversion Price (as defined in the Indenture) will be

at least equal to the par value of the Conversion Shares at the time of conversion.

In addition, in rendering the foregoing opinions

we have also assumed that, at all applicable times:

(a) neither the execution

and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including

the issuance and sale of the Notes: (i) conflicted or will conflict with the Organizational Documents, (ii) constituted or will constitute

a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or its property is subject

(except that we do not make the assumption set forth in this clause (ii) with respect to those agreements or instruments expressed to

be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual

Report on Form 10-K for the year ended December 31, 2025, although we have assumed compliance with any covenant, restriction or provision

with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company contained

in such agreements or instruments), (iii) contravened or will contravene any order or decree of any governmental authority to which the

Company or its properties is subject or (iv) violated or will violate any law, rule or regulation to which the Company or its properties

is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined-on Law); and

(b) neither

the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder,

including the issuance and sale of the Notes, required or will require the consent, approval, licensing or authorization of, or any filing,

recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

This opinion letter shall be interpreted in accordance

with customary practice of United States lawyers who regularly give opinions in transactions of this type.

We hereby consent to the reference to our firm

under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. In giving this consent, we do not thereby

admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.

We also hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Company’s Current Report on

Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. This opinion letter is expressed

as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the

facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

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