Form 8-K

8-K — WisdomTree, Inc.

Accession: 0001214659-26-003985

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0000880631

SIC: 6211 (SECURITY BROKERS, DEALERS & FLOTATION COMPANIES)

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: Financial Statements and Exhibits

Documents

8-K — o3272608k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (ex4_1.htm)

EX-4.2 — EXHIBIT 4.2 (ex4_2.htm)

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8-K (Primary)

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2026-03-30

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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): March 30, 2026

WisdomTree, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-10932

13-3487784

(State or other jurisdiction

of incorporation)

Commission

File Number:

(IRS Employer

Identification No.)

250 West 34th Street

3rd Floor

New York, NY 10119

(Address of principal executive offices, including zip code)

(212) 801-2080

(Registrant’s telephone number, including area code)

(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 Exchange 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

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 March 30, 2026, WisdomTree, Inc. (the “Company”) issued

$603.75 million in aggregate principal amount of 4.50% Convertible Senior Notes due 2031 (the “Notes”) pursuant to an

Indenture (the “Indenture”), dated March 30, 2026, between the Company and U.S. Bank Trust Company, National Association,

as trustee (the “Trustee”), in a private offering to qualified institutional buyers (the “Notes Offering”) pursuant

to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The sale of the Notes to several investment

banks (the “Initial Purchasers”) pursuant to the Purchase Agreement (the “Purchase Agreement”), dated March 23,

2026, by and between the Company and Oppenheimer & Co. Inc., as representative of the Initial Purchasers named therein, resulted in

approximately $591.2 million in net proceeds to the Company. The Notes issued on March 30, 2026 include $78.75 million in principal

amount of Notes issued pursuant to the full exercise by the Initial Purchasers of their option to purchase additional Notes.

The Notes are the Company’s senior unsecured obligations and

rank equal in right of payment to the Company’s 3.25% convertible senior notes due 2026, the Company’s 3.25% convertible senior

notes due 2029 and the Company’s 4.625% convertible senior notes due 2030. The Notes bear interest at a rate of 4.50% per year,

payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2026. The Notes will mature on October

1, 2031, unless earlier converted, repurchased or redeemed. Upon conversion, the Company will pay cash up to the aggregate principal amount

of the Notes to be converted. At its election, the Company will also settle its conversion obligation in excess of the aggregate principal

amount of the Notes being converted in either cash, shares of its common stock or a combination of cash and shares of its common stock.

Holders may convert their Notes at their option at any time prior to

the close of business on the business day immediately preceding July 1, 2031 only under the following circumstances: (1) 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 Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive

trading days ending on 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; (2) during the five business day period after any ten consecutive trading day period (the “measurement

period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less

than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading

day; (3) upon the occurrence of a notice of redemption delivered by the Company in accordance with the terms of the Indenture but

only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events.

On or after July 1, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders

may convert their Notes at any time, regardless of the foregoing circumstances.

The Notes will be convertible at an initial conversion rate of 46.3306

shares of the Company’s common stock, per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately

$21.58 per share), subject to adjustment. In certain circumstances, conversions in connection with a “make-whole fundamental change”

(as defined in the Indenture) or conversions of Notes called (or deemed called) for redemption may result in an increase to the conversion

rate, provided that the conversion rate will not exceed 74.1282 shares of the Company’s common stock per $1,000 principal amount

of Notes, subject to adjustment.

The Company may not redeem the Notes prior to April 6, 2028. The Company

may redeem for cash all or any portion of the Notes, at its option, on or after April 6, 2028 and on or prior to the 45th scheduled

trading day immediately preceding the maturity date, if the last reported sale price of the Company’s 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 notice of redemption, during any 30 consecutive trading day period ending on, and including,

the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100%

of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. No sinking

fund is provided for the Notes.

If the Company undergoes a “fundamental change” (as defined

in the Indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Notes

at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid

interest to, but excluding, the fundamental change repurchase date. The Indenture contains customary terms and covenants, including that

upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal

amount of the Notes then outstanding may declare the entire principal amount of all the Notes plus accrued special interest, if any, to

be immediately due and payable.

A copy of the Indenture and form of Note are filed as Exhibit 4.1 and

Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing description of the

Indenture and Notes does not purport to be complete and is qualified in its entirety by reference to such exhibits.

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

The information provided in Item 1.01 of this Current Report on Form

8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

4.1

Indenture, dated as of March 30, 2026, by and between WisdomTree, Inc. and U.S. Bank Trust Company, National Association, as Trustee.

4.2

Form of Global Note, representing WisdomTree, Inc.’s 4.50% Convertible Senior Notes due 2031 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

104

Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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

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

WisdomTree, Inc.

Date: March 30, 2026

By:

/s/ Bryan Edmiston

Bryan Edmiston

Chief Financial Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: ex4_1.htm · Sequence: 2

Exhibit 4.1

WISDOMTREE, INC.

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of March 30, 2026

4.50% Convertible Senior Notes due 2031

TABLE OF CONTENTS

Page

ARTICLE 1 Definitions

Section 1.01.

Definitions

Section 1.02.

References to Interest

ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes

Section 2.01.

Designation and Amount

Section 2.02.

Form of Notes

Section 2.03.

Date and Denomination of Notes; Payments of Interest and Defaulted Amounts

Section 2.04.

Execution, Authentication and Delivery of Notes

Section 2.05.

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

Section 2.06.

Mutilated, Destroyed, Lost or Stolen Notes

Section 2.07.

Temporary Notes

Section 2.08.

Cancellation of Notes Paid, Converted, Etc

Section 2.09.

CUSIP Numbers

Section 2.10.

Additional Notes; Repurchases

ARTICLE 3 Satisfaction and Discharge

Section 3.01.

Satisfaction and Discharge

ARTICLE 4 Particular Covenants of the Company

Section 4.01.

Payment of Principal and Interest

Section 4.02.

Maintenance of Office or Agency

Section 4.03.

Appointments to Fill Vacancies in Trustee’s Office

Section 4.04.

Provisions as to Paying Agent

Section 4.05.

Existence

Section 4.06.

Rule 144A Information Requirement and Annual Reports

Section 4.07.

Stay, Extension and Usury Laws

Section 4.08.

Compliance Certificate; Statements as to Defaults

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

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

Section 6.12.

Cures

ARTICLE 7 Concerning the Trustee

Section 7.01.

Duties and Responsibilities of Trustee

Section 7.02.

Reliance on Documents, Opinions, Etc

Section 7.03.

No Responsibility for Recitals, Etc

Section 7.04.

Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes

Section 7.05.

Monies and Shares of Common Stock to Be Held in Trust

Section 7.06.

Compensation and Expenses of Trustee

Section 7.07.

Officer’s Certificate and Opinion of Counsel as Evidence

Section 7.08.

Eligibility of Trustee

Section 7.09.

Resignation or Removal of Trustee

Section 7.10.

Acceptance by Successor Trustee

Section 7.11.

Succession by Merger, Etc

Section 7.12.

Trustee’s Application for Instructions from the Company

ARTICLE 8 Concerning the Holders

Section 8.01.

Action by Holders

Section 8.02.

Proof of Execution by Holders

Section 8.03.

Who Are Deemed Absolute Owners

Section 8.04.

Company-Owned Notes Disregarded

Section 8.05.

Revocation of Consents; Future Holders Bound

ARTICLE 9 Holders’ Meetings

Section 9.01.

Purpose of Meetings

Section 9.02.

Call of Meetings by Trustee

Section 9.03.

Call of Meetings by Company or Holders

Section 9.04.

Qualifications for Voting

Section 9.05.

Regulations

Section 9.06.

Voting

Section 9.07.

No Delay of Rights by Meeting

ARTICLE 10 Supplemental Indentures

Section 10.01.

Supplemental Indentures Without Consent of Holders

Section 10.02.

Supplemental Indentures with Consent of Holders

Section 10.03.

Effect of Supplemental Indentures

Section 10.04.

Notation on Notes

Section 10.05.

Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee

ARTICLE 11 Consolidation, Merger, Sale, Conveyance and Lease

Section 11.01.

Company May Consolidate, Etc

Section 11.02.

Successor Corporation to Be Substituted

ARTICLE 12 Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01.

Indenture and Notes Solely Corporate Obligations

ARTICLE 13 [Reserved]

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 during a Redemption Period

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.

Notice to Holders Prior to Certain Actions

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

Section 16.02.

Notice of Optional Redemption; Selection of Notes

Section 16.03.

Payment of Notes Called for Redemption

Section 16.04.

Restrictions on Redemption

ARTICLE 17 Miscellaneous Provisions

Section 17.01.

Provisions Binding on Company’s Successors

Section 17.02.

Official Acts by Successor Corporation

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

EXHIBIT

Exhibit A

Form of Note

A-1

iii

INDENTURE dated as of March

30, 2026 between WISDOMTREE, 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, as trustee (the “Trustee,” as more fully set forth in Section

1.01).

W I T N E S S E T H:

WHEREAS, for its lawful corporate

purposes, the Company has duly authorized the issuance of its 4.50% Convertible Senior Notes due 2031 (the “Notes”),

initially in an aggregate principal amount not to exceed $603,750,000, and in order to provide the terms and conditions upon which the

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

WHEREAS, all acts and things

necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating

agent, as in this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement according

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

been duly authorized.

NOW, THEREFORE, THIS INDENTURE

WITNESSETH:

That in order to declare the

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

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

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

ARTICLE 1

Definitions

Section 1.01. Definitions.

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

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

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

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

the singular.

“1% Provision”

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

“Additional Interest”

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

“Additional Shares”

shall have the meaning specified in Section 14.03(a).

“Affiliate”

of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common

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

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

through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”

have meanings correlative to the foregoing. Notwithstanding anything to the contrary herein, the determination of whether one Person is

an “Affiliate” of another Person for purposes of this Indenture shall be made based on the facts at the time such determination

is made or required to be made, as the case may be, hereunder.

“Bid Solicitation

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

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

“Board of Directors”

means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder.

“Board Resolution”

means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board

of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day”

means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized

or required by law or executive order to close or be closed. However, solely for purposes of Section 17.06, a day on which the applicable

place of payment is authorized or required by law or executive order to close or be closed will be deemed not to be a “Business

Day.”

“Capital Stock”

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

interests in (however designated) stock issued by that entity, but shall not include any debt securities convertible or exchangeable for

any securities otherwise constituting Capital Stock pursuant to this definition until so converted or exchanged.

“Cash Percentage”

shall have the meaning specified in Section 14.02(a)(iii).

“Certificate of Designations”

means the certificate of designations of the Company in effect on the date hereof, as amended from time to time.

“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).

“Commission”

means the U.S. Securities and Exchange Commission.

“Common Equity”

of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or

(b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or

others that will control the management or policies of such Person.

“Common Stock”

means the voting common stock of the Company, par value $0.01 per share, at the date of this Indenture, subject to Section 14.07.

“Company”

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

its successors and assigns.

“Company Order”

means a written order of the Company signed by any of its Officers and delivered to the Trustee.

“Conversion Agent”

shall have the meaning specified in Section 4.02.

“Conversion Consideration”

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

“Conversion Date”

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

“Conversion Obligation”

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

“Conversion Price”

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

“Conversion Rate”

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

“Corporate Event”

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

“Corporate Trust

Office” means the designated office of the Trustee at which at any time this Indenture shall be administered, which office at

the date hereof is located at U.S. Bank Trust Company, National Association, Denver Tower, 950 17th Street, Denver, CO 80202

Attention: WisdomTree, Inc. Administrator, or such other address as the Trustee may designate from time to time by notice to the Holders

and the Company, or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may

designate from time to time by notice to the Holders and the Company).

“Custodian”

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

“Daily Conversion

Value” means, for each of the 40 consecutive Trading Days during the Observation Period, 1/40th of the product of

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

“Daily Net Settlement

Amount” for each of the 40 consecutive Trading Days during the relevant Observation Period, means: (A) if the Company does not

elect a Cash Percentage, a number of shares of Common Stock equal to the quotient of (i) the difference between the Daily Conversion Value

and 1/40th of $1,000, and (ii) the daily VWAP for such Trading Day; (B) if the Company elects a Cash Percentage of 100%, cash

in an amount equal to the difference between the Daily Conversion Value and 1/40th of $1,000; or (C) if the Company elects

a Cash Percentage and it is less than 100%, (i) cash equal to the product of (x) the difference between the Daily Conversion Value and

1/40th of $1,000 and (y) the Cash Percentage, plus (ii) a number of shares of Common Stock equal to the product of (x) (A)

the difference between the Daily Conversion Value and 1/40th of $1,000, divided by (B) the Daily VWAP for such Trading Day

and (y) 100% minus the Cash Percentage.

“Daily Settlement

Amount,” means, for each of the 40 consecutive Trading Days during the Observation Period, the sum of: (A) cash equal to the

lesser of (i) 1/40th of $1,000 and (ii) the Daily Conversion Value for such Trading Day; and (B) if the Daily Conversion Value

exceeds 1/40th of $1,000, the Daily Net Settlement Amount.

“Daily VWAP”

means, for each of the 40 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price

as displayed under the heading “Bloomberg VWAP” on Bloomberg page “WT <equity> AQR” (or its equivalent successor

if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the

primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of

the Common Stock on such Trading Day reasonably 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.

“Default”

means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“Defaulted Amounts”

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

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

“Depositary”

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

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

shall mean or include such successor.

“Designated Financial

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

“Distributed Property”

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

“Dividend Threshold”

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

“Effective Date”

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

means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting

the relevant share split or share combination, as applicable. For the avoidance of doubt, any alternative trading convention on the applicable

exchange or market in respect of shares of Common Stock under a separate ticker symbol or CUSIP number will not be considered “regular

way” for this purpose.

“Event of Default”

shall have the meaning specified in Section 6.01.

“Ex-Dividend Date”

means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without

the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common

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

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Election”

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

“Form of Assignment

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

hereto as Exhibit A.

“Form of Fundamental

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

Form of Note attached hereto as Exhibit A.

“Form of Note”

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

“Form of Notice of

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

as Exhibit A.

“Fundamental Change”

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

(a) a

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

or indirect Wholly Owned Subsidiaries and the employee benefit plans of the Company and its Wholly Owned Subsidiaries, has become the

direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Common Stock of the Company representing

more than 50% of the voting power of the Common Stock of the Company and has filed a Schedule TO (or any successor schedule, form or report)

or any schedule, form or report under the Exchange Act that discloses such fact, unless such beneficial ownership arises solely as a result

of a revocable proxy delivered in response to a public proxy or consent solicitation made pursuant to the applicable rules and regulations

under the Exchange Act and is not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under the Exchange

Act; provided that no person or group shall be deemed to be the beneficial owner of any securities tendered pursuant to a tender

or exchange offer made by or on behalf of such person or group until such tendered securities are accepted for purchase or exchange under

such offer;

(b) the

consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than a change to par value or from par

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

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

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

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

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

provided, however, that neither (i) a transaction described in clause (A) or clause (B) in which the holders of all classes of

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

Equity of the continuing or surviving corporation or transferee or the direct or indirect parent thereof immediately after such transaction

in substantially the same proportions (relative to each other) as such ownership immediately prior to such transaction nor (ii) any merger

of the Company solely for the purpose of change its jurisdiction of incorporation that results in a reclassification, conversion or exchange

of outstanding shares of Common Stock solely into shares of common stock of the surviving entity shall, in each case, be a Fundamental

Change pursuant to this clause (b);

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

(d) the

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

Global Select Market or The Nasdaq Global Market (or any of their respective successors) and is not listed or quoted on one of The New

York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors) within one Trading

Day of such cessation;

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

stock that are listed or quoted on any of The New York Stock Exchange, The 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 such consideration, excluding cash payments for fractional shares and cash payments

made in respect of dissenters’ appraisal rights (subject to the provisions of Section 14.02(a), Section 14.04 and Section 14.03)

becomes Reference Property for the Notes. 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.

For purposes of this definition, any transaction

that constitutes a Fundamental Change pursuant to both clause (a) and clause (b) of this definition (without regard to the proviso in

clause (2)) shall be deemed a Fundamental Change solely under clause (2) of such definition (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).

The terms “given”,

“mailed”, “notify,” “delivered” or “sent” with respect to

any notice to be given to a Holder pursuant to this Indenture, including in circumstances pursuant to which such notice must be “written,”

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, at its address as it appears on the Note Register (in the case of a Physical

Note), in each case, in accordance with Section 17.03. Notice so “given” shall be deemed to include any notice to be “mailed”

or “delivered,” as applicable, under this Indenture.

“Global Note”

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

“Holder,”

as applied to any Note, or other similar terms (but excluding the term “beneficial holder”), means any Person in whose name

at the time a particular Note is registered on the Note Register.

“Indenture”

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

“Initial Purchasers”

means Oppenheimer & Co. Inc., Craig-Hallum Capital Group LLC and Northland Securities, Inc.

“Interest Payment

Date” means each April 1 and October 1 of each year, beginning on October 1, 2026.

“Last Original Issue

Date” means, (A) with respect to the Notes offered pursuant to the Offering Memorandum, and any Notes issued in exchange therefor

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

of the same offering pursuant to the exercise of the option granted to the Initial Purchasers to purchase additional Notes as set forth

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

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

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

purchaser(s) of such Notes to purchase additional Notes; or (ii) such other date as is specified in an Officer’s Certificate delivered

to the Trustee before the original issuance of such Notes.

“Last Reported Sale

Price” of the Common Stock (or any other security for which a last reported 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 the 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 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 the Common Stock (or such other

security) in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the

Common Stock (or such other security) is not so quoted, the “Last Reported Sale Price” shall be the average of the

mid-point of the last bid and ask prices per share of the Common Stock (or such other security) on the relevant date from each of at least

three nationally recognized independent investment banking firms selected by the Company for this purpose. The “Last Reported

Sale Price” shall be determined without regard to after-hours trading or any other trading outside of regular trading session

hours.

“Make-Whole Fundamental

Change” means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect

to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

“Make-Whole Fundamental

Change Period” shall have the meaning specified in Section 14.03(a).

“Market Disruption

Event” means, for the purpose of determining amounts due upon conversion only (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 October 1, 2031.

“Measurement Period”

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

“Merger Event”

shall have the meaning specified in Section 14.07(a).

“Note”

or “Notes” shall have the meaning specified in the first paragraph of the recitals of this Indenture.

“Note Register”

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

“Note Registrar”

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

“Notice of Conversion”

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

“Notice of Redemption”

shall have the meaning specified in Section 16.02(a).

“Observation Period”

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

July 1, 2031, the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion

Date; (ii) if the relevant Conversion Date for a Note called for redemption occurs during a Redemption Period pursuant to Section 16.02,

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

Date; and (iii) subject to clause (ii) of this definition above, if the relevant Conversion Date occurs on or after July 1, 2031, the

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

Date.

“Offering Memorandum”

means the preliminary offering memorandum dated March 23, 2026, as supplemented by the related pricing term sheet dated March 23, 2026,

relating to the offering and sale of the Notes.

“Officer”

means, with respect to the Company, the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer,

the Chief Legal Officer, the Chief Administrative Officer, the Treasurer, and the Secretary.

“Officer’s

Certificate,” when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed

by any Officer of the Company. Each such certificate shall include the statements provided for in Section 17.05 if and to the extent required

by the provisions of such Section. The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be the principal executive,

financial or accounting officer of the Company.

“open of business”

means 9:00 a.m. (New York City time).

“Opinion of Counsel”

means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other counsel who is reasonably

acceptable to the Trustee, which opinion may contain customary exceptions and qualifications as to the matters set forth therein, that

is delivered to the Trustee. Each such opinion shall include the statements provided for in Section 17.05 if and to the extent required

by the provisions of such Section 17.05.

“Optional Redemption”

shall have the meaning specified in Section 16.01.

“outstanding,”

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

and delivered by the Trustee under this Indenture, except:

(a) Notes

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

(b) Notes,

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

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

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

that have been paid pursuant to Section 2.08 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 2.08 unless proof satisfactory to the Trustee is presented that any such Notes are held

by protected purchasers in due course;

(d) Notes

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

(e) Notes

redeemed pursuant to Article 16; and

(f) Notes

repurchased by the Company pursuant to the penultimate sentence of Section 2.10 and delivered to the Trustee for cancellation.

“Paying Agent”

shall have the meaning specified in Section 4.02.

“Person”

means an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company,

a trust, an unincorporated organization or a government or an agency or a political subdivision thereof.

“Physical Notes”

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

“Predecessor Note”

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

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

lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces.

“Purchase Agreement”

means that certain Purchase Agreement, dated March 23, 2026, between the Company and Oppenheimer & Co. Inc., as representative of

the Initial Purchasers.

“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 time and 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 Company

in good faith, by statute, by contract or otherwise).

“Redemption Date”

shall have the meaning specified in Section 16.02(a).

“Redemption Notice

Date” shall have the meaning specified in Section 16.01.

“Redemption Period”

means, with respect to any Optional Redemption of Notes pursuant to Article 16, the period from, and including, the Redemption Notice

Date for such Optional Redemption to, and including, the close of business on the second Scheduled Trading Day immediately preceding the

Redemption Date.

“Redemption Price”

means, for any Notes to be redeemed pursuant to Section 16.01, 100% of the principal amount of such Notes, plus accrued and unpaid interest,

if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately

succeeding Interest Payment Date, in which case the Company will pay, on or, at the Company’s election, before such Interest Payment

Date, the full amount of accrued and unpaid interest to the 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 to be redeemed).

“Reference Property”

shall have the meaning specified in Section 14.07(a).

“Regular Record Date,”

with respect to any Interest Payment Date, means the March 15 or September 15 (whether or not such day is a Business Day), as the case

may be, immediately preceding the applicable April 1 or October 1 Interest Payment Date, respectively.

“Reorganization Merger

Event” means a Merger Event that is solely for the purpose of changing the jurisdiction of organization of the Company that

(x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange

of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference

Property for the Notes.

“Reporting Event

of Default” shall have the meaning specified in Section 6.03.

“Resale Restriction

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

“Responsible Officer”

means, when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee, including any senior vice

president, vice president, assistant vice president, any trust officer or assistant trust officer, or any other officer of the Trustee

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

to whom any corporate trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity

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

“Restricted Securities”

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

“Restrictive Notes

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

“Rule 144”

means Rule 144 as promulgated under the Securities Act.

“Rule 144A”

means Rule 144A as promulgated under the Securities Act.

“Scheduled Trading

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

on which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled

Trading Day” means a Business Day.

“Securities Act”

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

“Settlement Amount”

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

“Settlement Method

Election Date” shall have the meaning specified in Section 14.02(a)(iii).

“Settlement Notice”

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

“Significant Subsidiary”

means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Rule 1-02(w) of Regulation S-X

under the Exchange Act; provided that, in the case of a Subsidiary that meets the criteria of clause (1)(iii) of the definition

thereof but not clause (1)(i) or (1)(ii) thereof, in each case, as such rule is in effect on the date hereof, such Subsidiary shall be

deemed not to be a Significant Subsidiary unless the Subsidiary’s income (or loss) from continuing operations before income taxes

exclusive of amounts attributable to any non-controlling interests for the last completed fiscal year prior to the date of such determination

exceeds $25,000,000. For the avoidance of doubt, to the extent any such Subsidiary would not be deemed to be a “significant subsidiary”

under the relevant definition set forth in Article 1, Rule 1-02 of Regulation S-X (or any successor rule) as in effect on the relevant

date of determination, such Subsidiary shall not be deemed to be a “significant subsidiary” under the indenture irrespective

of whether such Subsidiary would otherwise be deemed to be a “significant subsidiary” pursuant to the immediately preceding

sentence.

“Specified Dollar

Amount” means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified in the

Settlement Notice (or deemed specified as provided in Section 14.02(a)(iii)) related to any converted Notes.

“Spin-Off”

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

“Stock Price”

shall have the meaning specified in Section 14.03(c).

“Subsidiary”

means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total

voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence

of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled,

directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries

of such Person.

“Successor Company”

shall have the meaning specified in Section 11.01(a).

“Trading Day”

means, except for determining amounts due upon conversion as set forth below, 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 (including an over-the-counter market) on which the

Common Stock (or such other security) is then traded and (ii) a Last Reported Sale Price for the Common Stock (or closing sale price for

such other security) is available on such securities exchange or market; provided that if the Common Stock (or such other security)

is not so listed or traded, “Trading Day” means a Business Day; and provided further that, for purposes of determining

amounts due upon conversion only, “Trading Day” means a day on which (x) there is no Market Disruption Event and (y)

trading in the Common Stock generally occurs on The 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, except that if the Common Stock is not so listed or admitted for trading, “Trading

Day” means a Business Day.

“Trading Price”

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

(who may, for the avoidance of doubt, be the Company) for $2,000,000 principal amount of Notes at approximately 3:30 p.m., New York City

time, on such determination date from three independent nationally recognized securities dealers the Company selects for this purpose;

provided that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then

the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one

bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000 principal amount of Notes from

a nationally recognized securities dealer, then 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.

“transfer”

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

“Trigger Event”

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

“Trust Indenture

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

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

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

“Trustee”

means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor trustee shall have

become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include

each Person who is then a Trustee hereunder.

“unit of Reference

Property” shall have the meaning specified in Section 14.07(a).

“Valuation Period”

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

“Wholly Owned Subsidiary”

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

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

Section 1.02. References

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

shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of

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

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

not made.

ARTICLE 2

Issue, Description, Execution, Registration and Exchange of Notes

Section 2.01. Designation

and Amount. The Notes shall be designated as the “4.50% Convertible Senior Notes due 2031.” The aggregate principal

amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $603,750,000, subject to Section

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

to the extent expressly permitted hereunder.

Section 2.02. Form

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

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

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

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

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

Any Global Note may be endorsed

with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture

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

or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded

or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to

which any particular Notes are subject.

Any of the Notes may have

such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer executing the same may

approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture,

or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any

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

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

Each Global Note shall represent

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

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

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

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

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

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

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

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

Section 2.03. Date

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

coupons in minimum denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication

and shall bear cash 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 United States of America, which shall initially be the Corporate Trust Office and (y) in the case of any Global

Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Company shall

pay, or cause the Paying Agent to pay, interest (i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal

amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B)

to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000, either by check mailed to each such Holder

or, upon written application by such a Holder to the Note Registrar in a form reasonably satisfactory 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 Trustee or the Paying Agent (if other than the Trustee) with the requisite information necessary

to make such wire transfer, which written application shall remain in effect until the Holder notifies, in writing, the Note Registrar

to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.

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

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

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

in clause (i) or (ii) below:

(i) The

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

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

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

and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the

Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to

the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit

on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled

to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted

Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10

days after the receipt by the Trustee of the notice of the proposed payment (unless the Trustee shall consent to an earlier date). The

Company shall promptly notify the Trustee in writing of such special record date at least five (5) Business Days before such notice is

to be sent to the Holders and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of

such Defaulted Amounts and the special record date therefor to be delivered to each Holder not less than 10 days prior to such special

record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so delivered, such

Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the

close of business on such special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03(c).

The Trustee shall have no responsibility whatsoever for the calculation of the Defaulted Amounts.

(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, such manner of payment shall be deemed practicable by the Trustee.

Section 2.04. Execution,

Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual, facsimile

or electronic signature of its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, Chief

Legal Officer, Secretary or Chief Administrative Officer.

At any time and from time

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

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

shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided, however, that the Trustee

shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication

and delivery of such Notes.

Only such Notes as shall bear

thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed

manually by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall

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

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

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

In case any Officer of the

Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated

and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of

as though the person who signed such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the

Company by such persons as, at the actual date of the execution of such Note, shall be the Officers of the Company, although at the date

of the execution of this Indenture any such person was not such an Officer.

Section 2.05. Exchange

and Registration of Transfer of Notes; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate

Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to

Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company

shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of

being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar”

for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars

in accordance with Section 4.02.

Upon surrender for registration

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

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

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

legends as may be required by this Indenture.

Notes may be exchanged for

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

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

shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing

registration numbers not contemporaneously outstanding.

All Notes presented or surrendered

for registration of transfer or for exchange, repurchase, redemption or conversion shall (if so required by the Company, the Trustee,

the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in

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

No service charge shall be

imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of

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

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

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

None of the Company, the Trustee,

the Note Registrar or any co-Note Registrar shall be required to exchange for other Notes or register a transfer of (i) any Notes surrendered

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

or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Notes selected for

redemption in accordance with Article 16, except the unredeemed portion thereof.

All Notes issued upon any

registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing

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

(b) So

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

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

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

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

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

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

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

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

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

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

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

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

transfer or other disposition whatsoever of any Restricted Security.

Until the date (the “Resale

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

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

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

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

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

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

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

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

the Trustee):

THIS SECURITY AND THE COMMON

STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

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

ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1) REPRESENTS

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

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

(2) AGREES

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

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

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

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

(A) TO

THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT

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

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

(D) PURSUANT

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

REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION

OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH

LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED

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

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

NO AFFILIATE (AS DEFINED IN

RULE 144 UNDER THE SECURITIES ACT) OF WISDOMTREE, INC. OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES

ACT) OF WISDOMTREE, INC. DURING THE PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST

HEREIN.

No transfer of any Note prior

to the Resale Restriction Termination Date will be registered by the Note Registrar unless the applicable box on the Form of Assignment

and Transfer has been checked.

Any Note (or security issued

in exchange or substitution therefor) (i) as to which such restrictions on transfer shall have expired in accordance with their terms,

(ii) that has been transferred pursuant to a registration statement that has become effective or been declared effective under the Securities

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

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

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

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

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

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

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

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

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

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

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

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

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

such time as such exchange or procedure is effected. The Company and the Trustee reserve the right to require the delivery of such legal

opinions, certifications or other evidence as may reasonably be required in order to determine that any proposed transfer of any Note

is being made in compliance with the Securities Act and applicable state securities laws.

The Company shall be entitled

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

(iii) of the immediately preceding sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender such Global

Note for exchange; and any new Global Note so exchanged therefor shall not bear the Restrictive Notes Legend specified in this Section

2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee upon the occurrence of the

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

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

Notwithstanding any other

provisions of this Indenture (other than the provisions set forth in this Section 2.05(c)), a Global Note may not be transferred as a

whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another

nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary

and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second immediately succeeding

paragraph.

The Depositary shall be a

clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with

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

as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co.

If (i) the Depositary notifies

the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary

is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor

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

subject to the Depositary’s applicable procedures, a beneficial owner of any Note requests that its beneficial interest therein

be issued as a Physical Note, the Company shall execute, and the Trustee, upon receipt of an Officer’s Certificate and a Company

Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a Physical Note to

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

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

a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such

Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be cancelled.

Physical Notes issued in exchange

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

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

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

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

At such time as all interests

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

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

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

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

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

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

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

to reflect such reduction or increase.

None of the Company, the Trustee,

the Conversion Agent, the Paying Agent or any agent of the Company or the Trustee shall have any responsibility or liability for any act

or omission of the Depositary or for the payment of amounts to owners of beneficial interest in a Global Note, for any aspect of the records

relating to or payments made on account of those interests by the Depositary, or for maintaining, supervising or reviewing any records

of the Depositary relating to those interests.

(d) Until

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

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

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

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

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

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

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

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

THIS SECURITY HAS NOT BEEN

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

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

THE ACQUIRER:

(1) REPRESENTS

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

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

(2) AGREES

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

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

NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES

ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

(A) TO

THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT

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

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

(D) PURSUANT

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

REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

PRIOR TO THE REGISTRATION

OF THIS SECURITY IN CONNECTION WITH ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S

COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED

IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Any such Common Stock (i)

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

a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the

time of such transfer or (iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision

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

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

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

The Company shall cause any

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

The Trustee and any other

agent appointed under this Indenture shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions

on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any

transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery

of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by

the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Neither the Trustee nor any

agent shall have any responsibility or liability for any actions taken or not taken by the Depositary, and may assume performance absent

written notice to the contrary.

(e) Any

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

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

or such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or resold pursuant to an exemption from

the registration requirements of the Securities Act in a transaction that results in such Note or Common Stock, as the case may be, no

longer being a “restricted security” (as defined under Rule 144).

Section 2.06. Mutilated,

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

may execute, and upon receipt of a 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 redemption

or 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) this Indenture equally and proportionately with any

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

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

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

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

or other securities without their surrender.

Section 2.07. Temporary

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.08. Cancellation

of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment, repurchase (including

upon a Fundamental Change but not including Notes repurchased pursuant to cash-settled swaps and other derivatives), redemption, registration

of transfer or exchange or conversion (other than any Notes exchanged pursuant to Section 14.12), if surrendered to the Company or any

of its agents, Subsidiaries or Affiliates, as applicable, to be surrendered to the Trustee for cancellation. All Notes delivered to the

Trustee shall be cancelled promptly by it in accordance with its customary procedures. Except for any Notes surrendered for registration

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

in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of cancelled Notes in accordance with

its customary procedures and, after such disposition, shall deliver 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 Trustee

shall use “CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that the Trustee

shall have no liability for any defect in the “CUSIP” numbers as they appear on any Note, notice or elsewhere, and, provided,

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

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

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

Section 2.10. Additional

Notes; Repurchases. The Company may, without the consent of, or notice to, the Holders and notwithstanding Section 2.01, reopen

this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences

in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions

on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional

Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional

Notes shall not have the same CUSIP numbers as the Notes initially issued hereunder. Prior to the issuance of any such additional Notes,

the Company shall deliver to the Trustee (copied to the Paying Agent and Note Registrar) a Company Order, an Officer’s Certificate

and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required

by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly

or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether

by the Company or its Subsidiaries or through a privately negotiated transaction or public tender or exchange offer or through counterparties

to private agreements, including by cash-settled swaps or other derivatives, in each case, without the consent of or notice to the Holders

of the Notes. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives)

to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding

under this Indenture upon their repurchase.

ARTICLE 3

Satisfaction and Discharge

Section 3.01. Satisfaction

and Discharge. This Indenture and the Notes shall upon request of the Company contained in an Officer’s Certificate cease

to be of further effect, and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company

acknowledging satisfaction and discharge of this Indenture and the Notes, 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 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 and/or 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 this 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 this Indenture

have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee

under Section 7.06 shall survive.

ARTICLE 4

Particular Covenants of the Company

Section 4.01. Payment

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

Price 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 United States of America, an office or agency where the Notes may be surrendered

for registration of transfer or exchange or for presentation for payment or repurchase or redemption (“Paying Agent”)

or for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Notes

and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location,

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

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

Office or the office or agency of the Trustee located in the United States.

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 United States of America, for such purposes.

The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of

any such other office or agency. The terms “Paying Agent” and “Conversion Agent” include any such

additional or other offices or agencies, as applicable.

The Company hereby initially

designates the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office

or agency in the contiguous United States, where Notes may be surrendered for registration of transfer or exchange or for presentation

for payment or repurchase or redemption or for conversion and where notices and demands to or upon the Company in respect of the Notes

and this Indenture may be served; provided that the Corporate Trust Office shall not be a place for service of legal process for

the Company.

Section 4.03. Appointments

to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,

will appoint, in the manner provided in Section 7.09, a Trustee, so that there shall at all times be a Trustee hereunder.

Section 4.04. Provisions

as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying

Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions

of this Section 4.04:

(i) that

it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price and the Fundamental Change

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

(ii) that

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

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

and payable; and

(iii) that

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

so held in trust.

The Company shall, on or before

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

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

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

the Company will promptly notify the Trustee 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 acts as its own Paying Agent, it shall, 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. On the occurrence of any Event of Default under Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become

the Paying Agent.

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

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

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

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

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

(d) Subject

to applicable escheatment laws, any money and shares of Common Stock deposited with the Trustee, the Conversion Agent 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 Trustee shall have no further

liability with respect to such fund or property; 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, the Conversion Agent 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.

Section 4.05. Existence.

Subject to Article 11, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its

corporate existence.

Section 4.06. Rule

144A Information Requirement and Annual Reports. (a) At any time the Company is not subject to Section 13 or 15(d) of the Exchange

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

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

Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable

upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate

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

(b) The

Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any annual

or quarterly reports (on Form 10-K or Form 10-Q or any respective successor form) that the Company is required to file with the Commission

pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject

to, or with respect to which the Company is actively seeking, confidential treatment and any correspondence with the Commission, and giving

effect to any grace period provided by Rule 12b-25 under the Exchange Act (or any successor thereto), which grace period, for the avoidance

of doubt, shall be deemed applicable whether or not the Company checks the box in the relevant Rule 12b-25 filing indicating that it expects

to file such report within the applicable 12b-25 grace period). Any such document or report that the Company files with the Commission

via the Commission’s EDGAR system (or any successor system) shall be deemed to be filed with the Trustee for purposes of this Section

4.06(b) at the time such documents are filed via the EDGAR system (or such successor). The Trustee shall have no responsibility to determine

whether such posting has occurred.

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

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

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

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

(d) If,

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

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

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

Act, including any grace periods provided by Rule 12b-25 (or any successor rule), which grace period for the avoidance of doubt, shall

be deemed applicable whether or not the Company checks the box in the relevant Rule 12b-25 filing indicating it expects to file such report

within the applicable Rule 12b-25 grace period), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other

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

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

pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of (i) 0.25% per annum of the principal

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

for each day from, and including, the 91st day during such period for which the Company’s failure to file has occurred

and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates

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

to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that the Company

is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or

reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. For purposes of this Section

4.06(d), the phrase “restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes” shall not

include, for the avoidance of doubt, the assignment of a restricted CUSIP number, the existence of the Restrictive Notes Legend on Notes

in compliance with Section 2.05(c) during the six-month period described in this Section 4.06(d).

(e) If,

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

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

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

pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 385th day after the Last Original Issue

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

until the Restrictive Notes Legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted

CUSIP number and the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or Holders that

were the Company’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities

laws or the terms of this Indenture or the Notes; provided, however, that no such Additional Interest shall accrue or be owed until

the fifth Business Day following written notification to the Company (with a copy to the Trustee) by any Holder or beneficial owner of

the Notes requesting that the Company comply with its obligations described in this paragraph (which notice may be given at any time after

the 330th day after the Last Original Issue Date), it being understood and agreed that in no event shall such Additional Interest

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

(f) Additional

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

provided that if the first date on which any Additional Interest begins to accrue on any Global Note is on or after the 5th

Business Day before a Regular Record Date and before the next Interest Payment Date, then, notwithstanding anything to the contrary, the

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

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

Date (and, for the avoidance of doubt, no interest will accrue as a result of the related delay).

(g) Subject

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

shall be in addition to, and not in lieu of, any Additional Interest that may accrue at the Company’s election as the sole remedy

for a Reporting Event of Default. However, in no event shall Additional Interest payable for the Company’s failure to comply with

its obligations to timely file any document or report that the Company is required to file with the Commission pursuant to Section 13

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

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

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

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

(h) If

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

(copied to the Paying Agent) an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is

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

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

the Trustee shall not have any duty to verify the Company’s calculation of Additional Interest. If the Company has paid Additional

Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officer’s Certificate setting forth

the particulars of such payment.

Section 4.07. Stay,

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

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

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

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

Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it

will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer

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

Section 4.08. Compliance

Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year

of the Company (beginning with the fiscal year ending on December 31, 2026) an Officer’s Certificate stating whether the signers

thereof have knowledge of any Default or Event of Default that occurred during the previous year and, if so, specifying each such Default

or Event of Default and the nature thereof.

In addition, the Company shall

deliver to the Trustee, within 30 days after 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 shall not be required to deliver such Officer’s Certificate if such Default or Event of

Default has been cured within the applicable grace period (if any) provided for in this Indenture.

Section 4.09. Further

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

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

ARTICLE 5

Lists of Holders and Reports by the Company and the Trustee

Section 5.01. Lists

of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee not more than fifteen

days after each Regular Record Date beginning with the Regular Record Date on September 15, 2026, and at such other times as the Trustee

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

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

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

request in order to so provide any such notices) prior to the time such information is furnished, except that no such list need be furnished

so long as the Trustee is acting as Note Registrar.

Section 5.02. Preservation

and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the

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

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

upon receipt of a new list so furnished.

ARTICLE 6

Defaults and Remedies

Section 6.01. Events

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

(a) default

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

(b) default

in the payment of principal of any Note when due and payable on the Maturity Date, upon Optional Redemption, upon any required repurchase,

upon declaration of acceleration or otherwise;

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

conversion right and such failure continues for three Business Days;

(d) failure

by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c), notice of a Make-Whole Fundamental Change

in accordance with Section 14.03(b) or notice of a specified corporate event in accordance with Section 14.01(b)(ii) or 14.01(b)(iii),

in each case when due and such failure continues for five 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 this Indenture;

(g) default

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

may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $60,000,000 (or its

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

or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity

date or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable

grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses

(i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured

or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to the Company by the

Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes then outstanding in accordance

with this Indenture;

(h) the

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

relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law

now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company

or any such Significant Subsidiary or any substantial part of its property, or shall consent to any such relief or to the appointment

of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general

assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due;

(i) an

involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation, reorganization

or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar

law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the

Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall remain

undismissed and unstayed for a period of 60 consecutive days; or

(j) a

final judgment or judgments for the payment of $60,000,000 (or its foreign currency equivalent) or more (in each case excluding any amounts

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

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

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

Section 6.02. Acceleration;

Rescission and Annulment. If one or more Events of Default (other than an Event of Default specified in Section 6.01(h) or Section

6.01(i) with respect to the Company (and not with respect to a Significant Subsidiary)) 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, 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 this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified

in Section 6.01(h) or Section 6.01(i) with respect to the Company (and not with respect to a Significant Subsidiary) occurs and is continuing,

100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due

and payable.

The immediately preceding

paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due

and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided,

and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing

Events of Default under this Indenture, 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 this Indenture; but no such waiver or rescission and annulment shall

extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. 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 or deliver,

as the case may be, the consideration due upon conversion of the Notes.

Section 6.03. Additional

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

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

(a “Reporting Event of Default”) shall, for the first 365 days after the occurrence of such an Event of Default, consist

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

the Notes outstanding for each day during the first 180 days during which such Event of Default is continuing beginning on, and including,

the date on which such Event of Default occurs, and (y) 0.50% per annum of the principal amount of the Notes outstanding from the 181st

day to, and including, the 365th day following the occurrence of such Event of Default, as long as such Event of Default is continuing.

Subject to the last paragraph of this Section 6.03, Additional Interest payable pursuant to this Section 6.03 shall be in addition to,

not in lieu of, any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e). If the Company so elects, such Additional

Interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 366th

day after such Event of Default (if the Event of Default relating to the Company’s failure to comply with its obligations as set

forth in Section 4.06(b) is not cured or waived prior to such 366th day), the Notes shall be immediately subject to acceleration in accordance

with Section 6.02. The provisions of this paragraph will not affect the rights of Holders in the event of the occurrence of any Event

of Default other than the Company’s failure to comply with its obligations as set forth in Section 4.06(b). In the event the Company

does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03 or the Company elected to

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

in Section 6.02.

In order to elect to pay Additional

Interest as the sole remedy during the first 365 days after the occurrence of a Reporting Event of Default, the Company must notify all

Holders of the Notes, the Trustee and the Paying Agent in writing of such election prior to the beginning of such 365-day period. Upon

the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.02.

In no event shall Additional

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

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

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

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

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

Interest. The Trustee shall have no duty to calculate or verify the 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 and

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

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

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

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

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

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

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

the Notes, wherever situated.

In the event there shall be

pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the

United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator,

sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property

of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor

upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal

of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee

shall have made any demand pursuant to the provisions of this Section 6.04, shall be entitled and empowered, by intervention in such proceedings

or otherwise, to file and prove a claim or claims for the whole amount of principal and accrued and unpaid interest, if any, in respect

of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents and to take such other

actions as it may deem necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation,

expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceedings relative

to the Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any monies

or other property payable or deliverable on any such claims, and to distribute the same after the deduction of any amounts due to the

Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official

is hereby authorized by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the event that the

Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable compensation,

expenses, advances and disbursements, including agents and counsel fees, and including any other amounts due to the Trustee under Section

7.06, incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses, advances

and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a

lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holders of the

Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.

Nothing herein contained shall

be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,

adjustment or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of

the claim of any Holder in any such proceeding.

All rights of action and of

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

Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the

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

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

of the Holders of the Notes.

In any proceedings brought

by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a

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

parties to any such proceedings.

In case the Trustee shall

have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any

waiver pursuant to Section 6.09 or any rescission and annulment pursuant to Section 6.02 or for any other reason or shall have been determined

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

such proceeding, be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the

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

Section 6.05. Application

of Monies Collected by Trustee. Any monies or property collected by the Trustee pursuant to this Article 6 with respect to the

Notes shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies, 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 each of its capacities under this Indenture) 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 this Indenture or the Notes to institute any

suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver,

trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:

(a) such

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

(b) Holders

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

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

Holders shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any losses, liabilities, costs,

or expenses;

(d) the

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

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

(e) no

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

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

it being understood and intended, and being expressly

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

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

of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder (it being understood that the

Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holder),

or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all

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

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

Notwithstanding any other

provision of this Indenture and any provision of any Note, each Holder shall have the right to 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 this Indenture, or to institute suit for the enforcement

of any such payment or delivery, as the case may be.

Section 6.07. Proceedings

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

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

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

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

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

Section 6.08. Remedies

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

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

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

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

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

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

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

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

Section 6.09. Direction

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

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

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

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

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

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

that it determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative

duty to ascertain whether or not such directions are unduly prejudicial to such Holder) or that would involve the Trustee in personal

liability or that conflicts with applicable law or this Indenture.

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 (x) waive any past Default or Event of Default hereunder and its consequences except any continuing defaults relating

to (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental

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

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

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

Note affected; and (y) rescind any resulting acceleration of the Notes and its consequences if (i) such rescission would not conflict

with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default (other than nonpayment of the

principal of, and interest on, the Notes that have become due solely by such acceleration) have been cured or waived. Upon any such waiver

the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver

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

of Default hereunder shall have been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes

of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent

or other Default or Event of Default or impair any right consequent thereon.

Section 6.10. Notice

of Defaults. The Trustee shall, within 90 days after a Responsible Officer obtains actual knowledge of the occurrence and continuance

of a Default, deliver to all Holders notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been cured

or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including

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

or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice

if and so long as a Responsible Officer determines in good faith that the withholding of such notice is in the interests of the Holders.

Section 6.11. Undertaking

to Pay Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have

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

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

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

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

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

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

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

enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the

Redemption Price 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.

Section 6.12. Cures.

For the avoidance of doubt and without limiting the manner in which any Default can be cured:

(a) a

failure by the Company to send a notice in accordance with this Indenture and any related Default (or Event of Default) shall be deemed

cured and shall cease to continue upon delivery of such notice to the applicable recipient;

(b) if

the Company fails to make any payment of principal of or interest on the Notes (or delivery of any other consideration in respect thereof)

when due, such Default (or Event of Default) shall be deemed cured and shall cease to continue upon the making of such payment or delivery,

as applicable, together with any accrued interest thereon, if applicable; and

Reporting Event of Default shall be deemed cured and shall cease to continue at such time as the Company files the applicable report or

reports that gave rise to such Reporting Event of Default (it being understood that any report that the Company files with the Commission

through the EDGAR system (or any successor thereto) will be deemed to be filed with the Trustee at the time such report is so filed via

the EDGAR system (or such successor));

provided that, for the avoidance of doubt, (x) the cure of any Event

of Default shall not invalidate any acceleration of the Notes on account of such Event of Default that was properly effected prior to

such time as such Event of Default was cured and (y) the cure of any Reporting Event of Default shall not affect the Company’s obligation

to pay any Additional Interest that accrues prior to the time of such cure. In addition, if an Event of Default is cured or waived before

any related notice of acceleration is delivered, such Event of Default shall be deemed cured and the Notes shall not be subject to acceleration

on account of such Event of Default.

(d) For

the avoidance of doubt, nothing in this Section 6.12 shall constitute a waiver of or in any way limit the Trustee’s or any Holder’s

right to institute suit for any damages incurred as a result of an Event of Default under this Indenture even if such Event of Default

is subsequently cured.

ARTICLE 7

Concerning the Trustee

Section 7.01. Duties

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

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

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

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

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

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

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

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

No provision of this Indenture

shall be construed to relieve the Trustee from liability for its own gross negligence or its own willful misconduct, except that:

(a) prior

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

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

(i) the

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

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

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

(ii) in

the absence of gross negligence and willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth

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

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

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

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

or other facts stated therein); provided, however, that the Trustee need not act or refrain from acting based on any certificate

or opinion that it determines to be not in conformity with the requirements of this Indenture. If presented with a non-conforming certificate

or opinion, the Trustee may request the delivering party to re-issue the certificate or opinion in the manner required by this Indenture

before taking any action;

(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 in a court of competent jurisdiction in a final and non-appealable decision that the Trustee was grossly negligent in

ascertaining the pertinent facts;

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

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

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

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

(d) whether

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

to, the Trustee shall be subject to the provisions of this Section 7.01;

(e) the

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

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

Notes;

(f) if

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

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

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

(g) in

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

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

or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing

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

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

direction from the Company;

(h) under

no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes; and

(i) in

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

agent, or any other 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, transfer agent, or any other agent hereunder.

None of the provisions contained

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

of any of its duties hereunder 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 may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement,

instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document believed by it

in good faith to be genuine and to have been signed or presented by the proper party or parties;

(b) any

request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate

(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee

by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

in the administration of this Indenture, the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering

or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of gross negligence

or willful misconduct on its part, conclusively rely upon an Officer’s Certificate;

(d) the

Trustee may consult with counsel of its selection, and require an Opinion of Counsel and any advice of such counsel or Opinion of Counsel

shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in

accordance with such advice or Opinion of Counsel;

(e) the

Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion,

may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make

such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by

agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;

(f) the

Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians,

nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee

or attorney appointed by it with due care hereunder;

(g) the

permissive rights of the Trustee enumerated herein shall not be construed as duties;

(h) the

Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of the individuals and/or titles of

officers authorized at such times to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed

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

previously delivered and not superseded;

(i) the

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

or within its rights or powers;

(j) the

Trustee shall not be required to give any bond or surety in respect of its powers and duties hereunder; and

(k) neither

the Trustee nor any of its directors, officers, employees, agents, or affiliates shall be responsible for nor have any duty to monitor

the performance or any action of the Company, or any of their respective directors, members, officers, agents, affiliates, or employees,

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

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

result from such information or any failure by the Trustee to perform its duties or set forth herein as a result of any inaccuracy or

incompleteness.

In no event shall the Trustee

be liable for any special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including but not limited to lost

profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee

shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer

shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been

given to the Trustee and actually received by a Responsible Officer at the Corporate Trust Office of the Trustee by the Company or by

any Holder or any agent of any Holder, referencing this Indenture and/or of the Notes and stating that it is a “notice 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, enforceability or sufficiency of this 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 Indenture or any money paid to the Company or upon the Company’s direction

under any provision of this Indenture. The Trustee shall have no responsibility or liability with respect to any information, statement

or recital in the Offering Memorandum or other disclosure material prepared or distributed with respect to the issuance of the Notes.

Section 7.04. Trustee,

Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion

Agent, Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual or any other capacity,

may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent,

Bid Solicitation Agent or Note Registrar.

Section 7.05. Monies

and Shares of Common Stock to Be Held in Trust. All monies and shares of Common Stock received by the Trustee shall, until used

or applied as herein provided, be held in trust for the purposes for which they were received. Money and shares of Common Stock held by

the Trustee in trust hereunder need not be segregated from other funds or property except to the extent required by law. The Trustee shall

be under no liability for interest on any money or shares of Common Stock received by it hereunder except as may be agreed from time to

time by the Company and the Trustee. The Trustee shall not be obligated to take possession of any Common Stock, whether on conversion

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

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

Section 7.06. Compensation

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

to time and the Trustee shall receive such compensation agreed in writing between the Company and the Trustee for all services rendered

by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express

trust) as mutually agreed to in writing between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its

request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the

provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements of its

agents and counsel and of all Persons not regularly in its employ and including reasonable attorneys’ fees in connection with its

enforcement of its rights to indemnity herein) except any such expense, disbursement or advance as shall have been caused by its gross

negligence or willful misconduct, as determined by a final, non-appealable decision of a court of competent jurisdiction. The Company

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

entered into in connection herewith and its officers, directors, attorneys, employees and agents and any authenticating agent for, and

to hold them harmless against, any loss, claim (whether asserted by the Company, a Holder or any other Person), damage, liability or expense

(including reasonable attorneys’ fees) 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 determined by a final, non-appealable decision

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

any other capacity hereunder, including the costs and expenses of defending themselves against any claim of liability in the premises

and enforcement of this Section 7.06. The obligations of the Company under this Section 7.06 to compensate or indemnify the Trustee and

to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior lien to which the Notes are hereby

made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of Section 6.05, funds held

in trust herewith for the benefit of the Holders of particular Notes, and, for the avoidance of doubt, such lien shall not be extended

in a manner that would conflict with the Company’s obligations to its other creditors. The Trustee’s right to receive payment

of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation

of the Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture, the payment of the Notes, and the

earlier resignation or removal of the Trustee. The Company need not pay for any settlement made without its consent, which consent shall

not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees

of the Trustee.

Without prejudice to any other

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

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

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

Section 7.07. Officer’s

Certificate and Opinion of Counsel as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of

the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking

or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the

absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an

Officer’s Certificate and Opinion of Counsel delivered to the Trustee, and such Officer’s Certificate and Opinion of Counsel,

in the absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action

taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Section 7.08. Eligibility

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

Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and surplus of at least the minimum

amount required by the Trust Indenture Act. 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 7.08, 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 7.08, it shall resign immediately

in the manner and with the effect hereinafter specified in this Article.

Section 7.09. Resignation

or Removal of Trustee. (a) The Trustee may at any time resign by giving 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 an Officer of the Company, one copy of which instrument shall be delivered to the resigning

Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within

45 days after the giving of such notice of resignation to the Holders, the resigning Trustee may, at the expense of the Company, upon

ten Business Days’ notice to the Company and the Holders, petition any court of competent jurisdiction, for the appointment of a

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

Indenture) may, subject to the provisions of Section 6.11, on behalf of himself or herself and all others similarly situated, petition

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

and prescribe, appoint a successor trustee.

(b) In

case at any time any of the following shall occur:

(i) the

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

by the Company or by any such Holder, or

(ii) the

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

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

rehabilitation, conservation or liquidation,

then, in either case, the Company may by an Officer’s

Certificate remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by an Officer’s Certificate,

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

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

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

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

prescribe, remove the Trustee and appoint a successor trustee.

Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with Section 8.04,

may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless within

ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee so removed or any Holder,

upon the terms and conditions and otherwise as in Section 7.09(a) provided, may petition any court of competent jurisdiction for an appointment

of a successor trustee.

(d) Any

resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 7.09 shall

become effective upon acceptance of appointment by the successor trustee as provided in Section 7.10.

Section 7.10. Acceptance

by Successor Trustee. Any successor trustee appointed as provided in Section 7.09 shall execute, acknowledge and deliver to the

Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of

the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested

with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein;

but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of

any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee

all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any

and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers.

Any trustee ceasing to act shall, nevertheless, retain a senior lien to which the Notes are hereby made subordinate on all money or property

held or collected by such trustee as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any

amounts then due it pursuant to the provisions of Section 7.06.

No successor trustee shall

accept appointment as provided in this Section 7.10 unless at the time of such acceptance such successor trustee shall be eligible under

the provisions of Section 7.08.

Upon acceptance of appointment

by a successor trustee as provided in this Section 7.10, each of the Company and the successor trustee, at the written direction and at

the expense of the Company shall deliver or cause to be delivered notice of the succession of such trustee hereunder to the Holders. If

the Company fails to deliver such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee

shall cause such notice to be delivered at the expense of the Company.

No resigning Trustee shall

be responsible or liable for the actions or inactions of any successor Trustee.

Section 7.11. Succession

by Merger, Etc. Any corporation or other entity into which the Trustee may be merged or converted or with which it may be consolidated,

or any corporation or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any

corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee (including the administration

of this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any paper or any further act on

the part of any of the parties hereto; provided that in the case of any corporation or other entity succeeding to all or substantially

all of the corporate trust business of the Trustee such corporation or other entity shall be eligible under the provisions of Section

7.08.

In case at the time such successor

to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered,

any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent appointed

by such predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated,

any successor to the Trustee or an authenticating agent appointed by such successor trustee may authenticate such Notes either in the

name of any predecessor trustee hereunder or in the name of the successor trustee; and in all such cases such certificates shall have

the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have; provided,

however, that the right to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in the name

of any predecessor trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 7.12. Trustee’s

Application for Instructions from the Company. Any application by the Trustee for written instructions from the Company (other

than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the

Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the

Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee

shall not be liable to the Company for any action taken by, or omission of, the Trustee in accordance with a proposal included in such

application on or after the date specified in such application (which date shall not be less than three Business Days after the date notice

to the Company has been deemed given pursuant to Section 17.03, unless any such officer shall have consented in writing to any earlier

date), unless, prior to taking any such action (or the effective date in the case of any omission), the Trustee shall have received written

instructions in accordance with this Indenture in response to such application specifying the action to be taken or omitted.

ARTICLE 8

Concerning the Holders

Section 8.01. Action

by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount

of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking

of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein

may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy

appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance

with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders.

Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but

shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such

action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such

action.

Section 8.02. Proof

of Execution by Holders. Subject to the provisions of Section 7.01, Section 7.02 and Section 9.05, proof of the execution of any

instrument or writing by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations

as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved by

the Note Register or by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the manner provided

in Section 9.06.

Section 8.03. Who

Are Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and any

Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute

owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made

by any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal (including

any Redemption Price and any Fundamental Change Repurchase Price) of and (subject to Section 2.03) accrued and unpaid interest on such

Note, for conversion of such Note and for all other purposes under this Indenture; and neither the Company nor the Trustee nor any Paying

Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary. The sole registered holder of a

Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder for the time being, or upon

its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual to satisfy and discharge

the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything to the contrary in this Indenture

or the Notes following an Event of Default, any holder of a beneficial interest in a Global Note may directly enforce against the Company,

without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such holder’s

right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions of this Indenture.

Section 8.04. Company-Owned

Notes Disregarded. In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any

direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by

any Affiliate of the Company or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such

determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction,

consent, waiver or other action only Notes that a Responsible Officer knows are so owned shall be so disregarded. Notes so owned that

have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to

the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company,

a Subsidiary thereof or an Affiliate of the Company or a Subsidiary thereof. In the case of a dispute as to such right, any decision by

the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish

to the Trustee promptly an Officer’s Certificate listing and identifying all Notes, if any, known by the Company to be owned or

held by or for the account of any of the above described Persons; and, subject to Section 7.01, the Trustee shall be entitled to accept

such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein

are outstanding for the purpose of any such determination.

Section 8.05. Revocation

of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01,

of the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture

in connection with such action, any Holder of a Note that is shown by the evidence to be included in the Notes the Holders of which have

consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided

in Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note

shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange

or substitution therefor or upon registration of transfer thereof, irrespective of whether any notation in regard thereto is made upon

such Note or any Note issued in exchange or substitution therefor or upon registration of transfer thereof.

ARTICLE 9

Holders’ Meetings

Section 9.01. Purpose

of Meetings. A meeting of Holders may be called at any time and from time to time pursuant to the provisions of this Article 9

for any of the following purposes:

(a) to

give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to consent

to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this Indenture) and its consequences, or

to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article 6;

(b) to

remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 7;

consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or

(d) to

take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Notes under

any other provision of this Indenture or under applicable law.

Section 9.02. Call

of Meetings by Trustee. The Trustee may at any time call a meeting of Holders to take any action specified in Section 9.01, to

be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time

and the place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record

date pursuant to Section 8.01, shall be delivered to Holders of such Notes. Such notice shall also be delivered to the Company. Such notices

shall be delivered not less than 20 nor more than 90 days prior to the date fixed for the meeting.

Any meeting of Holders shall

be valid without notice if the Holders of all Notes then outstanding are present in person or by proxy or if notice is waived before or

after the meeting by the Holders of all Notes then outstanding, and if the Company and the Trustee are either present by duly authorized

representatives or have, before or after the meeting, waived notice.

Section 9.03. Call

of Meetings by Company or Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least

10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by

written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered

the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the

place for such meeting and may call such meeting to take any action authorized in Section 9.01, by delivering notice thereof as provided

in Section 9.02.

Section 9.04. Qualifications

for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Notes on the record

date pertaining to such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on

the record date pertaining to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders

shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any

representatives of the Company and its counsel.

Section 9.05. Regulations.

Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for

any meeting of Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment

and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and

such other matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument

in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided

in Section 9.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary

chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate

principal amount of the outstanding Notes represented at the meeting and entitled to vote at the meeting.

Subject to the provisions

of Section 8.04, at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each $1,000 principal amount of

Notes held or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of

any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall

have no right to vote other than by virtue of Notes held by it or instruments in writing as aforesaid duly designating it as the proxy

to vote on behalf of other Holders. Any meeting of Holders duly called pursuant to the provisions of Section 9.02 or Section 9.03 may

be adjourned from time to time by the Holders of a majority of the aggregate principal amount of Notes represented at the meeting, whether

or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Section 9.06. Voting.

The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures

of the Holders or of their representatives by proxy and the outstanding aggregate principal amount of the Notes held or represented by

them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or

against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all

votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the

meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat

and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that

said notice was delivered as provided in Section 9.02. The record shall show the aggregate principal amount of the Notes voting in favor

of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the

meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter

to have attached thereto the ballots voted at the meeting.

Any record so signed and verified

shall be conclusive evidence of the matters therein stated.

Section 9.07. No

Delay of Rights by Meeting. Nothing contained in this Article 9 shall be deemed or construed to authorize or permit, by reason

of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay

in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under any of the provisions of this

Indenture or of the Notes.

ARTICLE 10

Supplemental Indentures

Section 10.01. Supplemental

Indentures Without Consent of Holders. The Company and the Trustee, at the Company’s expense, may from time to time and at

any time amend or enter into an indenture or indentures supplemental hereto for one or more of the following purposes to:

(a) cure

any ambiguity, omission, defect or inconsistency in this Indenture;

(b) provide

for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11;

guarantees with respect to the Notes;

(d) secure

the Notes;

(e) 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 under this Indenture;

(f) make

any change that does not adversely affect the rights of any Holder in any material respect;

(g) increase

the Conversion Rate as provided herein;

(h) provide

for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than

one trustee;

(i) in

connection with any Merger Event, provide that the notes are convertible into Reference Property, subject to the provisions of Section

14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07;

(j) comply

with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not materially and

adversely affect the rights of any Holder;

(k) conform

the provisions of this Indenture or the Notes to the “Description of notes” section of the Offering Memorandum;

(l) comply

with any requirement of the Commission in connection with any qualification of this Indenture or any supplemental indenture under the

Trust Indenture Act; or

(m) provide

for the issuance of additional Notes in accordance with this Indenture.

Upon the written request of the Company,

the Trustee is hereby authorized to join with the Company in the execution of any such amendment or supplemental indenture and to make

any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may

in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this

Indenture or otherwise.

Any supplemental indenture authorized by

the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes

at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Section 10.02. Supplemental

Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the Holders of at least a majority

of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation,

consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s

expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any

provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or any supplemental indenture

or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding

Note affected, no such supplemental indenture shall:

(a) reduce

the principal amount of Notes whose Holders must consent to an amendment;

(b) reduce

the rate of or extend the stated time for payment of interest on any Note;

the principal of or extend the Maturity Date of any Note;

(d) make

any change that adversely affects the conversion rights of any Notes;

(e) reduce

the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the

Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or

otherwise;

(f) make

any Note payable in a currency, or at a place of payment, other than that stated in the Note;

(g) change

the ranking of the Notes;

(h) impair

the right of any Holder to receive payment of principal and interest on such Holder’s Note on or after the due dates therefor or

to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(i) irrevocably

elect a Cash Percentage or eliminate the Company’s right to elect a Cash Percentage as permitted by the provisions described under

Section 14.02(a)(iii) 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 requisite Holders as aforesaid and subject to Section 10.05, the Trustee

shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s

own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be

obligated to, enter into such supplemental indenture.

Holders do not need under this Section 10.02

to approve the particular form of any proposed supplemental indenture. It shall be sufficient if such Holders approve the substance thereof.

After any such supplemental indenture becomes effective, the Company shall deliver to the Holders a notice (with a copy to the Trustee)

briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders (with a copy to the Trustee),

or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Section 10.03. Effect

of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 10, this

Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations,

duties and immunities under this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised and enforced

hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture

shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 10.04. Notation

on Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this

Article 10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to any matter provided for in such

supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee

and the Company, to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s expense,

be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant

to Section 17.10) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.

Section 10.05. Evidence

of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by Section 17.05, the Trustee

shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed

pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized by this Indenture; such Opinion of Counsel

shall include a customary legal opinion stating that such supplemental indenture is the valid and binding obligation of the Company, subject

to customary exceptions and qualifications. The Trustee shall have no responsibility for determining whether any amendment or supplemental

indenture will or may have an adverse effect on any Holder.

ARTICLE 11

Consolidation, Merger, Sale, Conveyance and Lease

Section 11.01. Company

May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with,

merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated assets of the Company and its consolidated

subsidiaries, taken as a whole, to another Person unless:

(a) the

resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized

and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company

(if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this

Indenture; and

(b) immediately

after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and

upon the occurrence of any such transaction, (x) the Notes would become convertible into securities issued by an issuer other than the

resulting, surviving, transferee or successor corporation, and (y) such resulting, surviving, transferee or successor corporation is a

Wholly Owned Subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall fully and

unconditionally guarantee on a senior basis the resulting, surviving, transferee or successor corporation’s obligations under the

Notes.

For purposes of this Section 11.01, the

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

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

all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease

of all or substantially all of the properties and assets of the Company to another Person. Notwithstanding the foregoing, this Article

11 shall not apply to any sale, conveyance, transfer or lease of assets between or among the Company and its direct or indirect Wholly

Owned Subsidiaries and, in such an event, the Company shall not be discharged from its obligations under the Notes and this Indenture.

Section 11.02. Successor

Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption

by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of

the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or

payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the

covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to

and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for

the Company, with the same effect as if it had been named herein as the party of the first part, and may thereafter exercise every right

and power of the Company under this Indenture. Such Successor Company thereupon may cause to be signed, and may issue either in its own

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

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

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

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

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

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

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

of any 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 Indenture (or any successor that shall thereafter have become

such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the

case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this

Indenture and the Notes.

In case of any such consolidation, merger,

sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to

be issued as may be appropriate.

ARTICLE 12

Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01. Indenture

and Notes Solely Corporate Obligations. No recourse for the payment of the principal of or accrued and unpaid interest on any Note,

nor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of

the Company in this Indenture or in any supplemental indenture or in any Note, nor because of the creation of any indebtedness represented

thereby, shall be had against any incorporator, stockholder, employee, agent, Officer or director or Subsidiary, as such, past, present

or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether

by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly

understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution

of this Indenture and the issue of the Notes.

ARTICLE 13

[Reserved]

ARTICLE 14

Conversion of Notes

Section 14.01. Conversion

Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right,

at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral

multiple thereof) of such Note (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 July 1, 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 July 1, 2031 and prior to the close of business

on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 46.3306 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 July 1, 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 in accordance

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

Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined

by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The

Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount

of Notes unless the Company has requested such determination in writing and has provided the Bid Solicitation Agent with the names and

contact information of the three independent nationally recognized securities dealers the Company has selected for this purpose, 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 of at least $2,000,000 aggregate principal

amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading

Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate

on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or

if the Company is acting as Bid Solicitation Agent, the Company shall determine (in each case, by instructing three independent nationally

recognized securities dealers to deliver bids to the Bid Solicitation Agent pursuant to the definition of “Trading Price”),

the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the

Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the

Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company

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

as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent 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 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 Trading

Day, the Company shall so notify the Holders of the Notes, 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 July 1, 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) 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 to purchase securities of the

Company (other than in connection with a stockholder rights plan), which distribution has a per share value, as reasonably determined

by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date

of announcement for such distribution,

then, in either case, the Company shall notify all Holders of

the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 50 Scheduled Trading Days prior to the Ex-Dividend

Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their 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, even

if the Notes are not otherwise convertible at such time. Holders may not convert their Notes pursuant to this subsection (b)(ii) if they

participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any

of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a

number of shares of Common Stock equal to the Conversion Rate as of the Record Date for such issuance or distribution, multiplied by

the principal amount (expressed in thousands) of Notes held by such Holder.

(iii) If

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

on the Business Day immediately preceding July 1, 2031, regardless of whether a Holder has the right to require the Company to repurchase

the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Merger Event (other than a Reorganization Merger Event) prior

to the close of business on the Business Day immediately preceding July 1, 2031 (each such Fundamental Change, Make-Whole Fundamental

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

at any time from or after the effective date of the Corporate Event until 35 Trading Days after the effective date of such Corporate Event,

or, if such Corporate Event also constitutes a Fundamental Change, until the close of business on the Business Day immediately preceding

the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than

the Trustee) in writing no later than the effective date of such Corporate Event.

(iv) Prior

to the close of business on the Business Day immediately preceding July 1, 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.

(v) If

the Company calls any of the Notes for redemption pursuant to Article 16 (or if any Notes are deemed to be called for redemption as contemplated

by the penultimate sentence of Section 16.02(d)) prior to the close of business on the Business Day immediately preceding July 1, 2031,

the Holder of Notes called for redemption may surrender such Notes (or any portion thereof) for conversion at any time prior to the close

of business on the second Scheduled Trading Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such

time. After that time, the right to convert pursuant to this subsection (b)(v) shall expire, unless the Company defaults in the payment

of the Redemption Price, in which case a Holder of the Notes called for redemption pursuant to Article 16 may convert such Notes (or any

portion thereof) until the Redemption Price has been paid or duly provided for.

For the avoidance of doubt, neither the

Trustee nor the Conversion Agent shall have any responsibility or obligation (i) to monitor the stock price or make any calculation or

determination whether or not an event triggering the rights of the Holders to surrender Notes for conversion has occurred, (ii) to notify

the Company, the Depositary, or the Holders if the Notes have become subject to conversion, or (iii) to ensure timely delivery of any

Settlement Amounts.

Section 14.02. Conversion

Procedure; Settlement Upon Conversion.

(a) Subject

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

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

(x) cash up to the aggregate principal amount of the Notes being converted and (y) cash or shares of Common Stock or a combination of

cash and shares of Common Stock, at the Company’s election, in respect of the remainder, if any, of its Conversion Obligation in

excess of the aggregate principal amount of the Notes being converted, as set forth in this Section 14.02(a)(iii) and 14.02(j).

(i) All

conversions for which the relevant Conversion Date occurs on or after July 1, 2031, and all conversions for which the relevant Conversion

Date occurs during a Redemption Period, shall be settled using the same forms and amounts of consideration.

(ii) Except

for any conversions for which the relevant Conversion Date occurs during a Redemption Period, and any conversions for which the relevant

Conversion Date occurs on or after July 1, 2031, the Company shall use the same forms and amounts of consideration for all conversions

with the same Conversion Date, but the Company shall not have any obligation to use the same forms and amounts of consideration with respect

to conversions with different Conversion Dates. In addition, if the Company calls any Notes for redemption pursuant to Article 16, and

the related Redemption Date is on or after July 1, 2031, then the forms and amounts of consideration during the Redemption Period must

be the same forms and amounts of consideration that apply to all conversions with a Conversion Date that occurs on or after July 1, 2031.

(iii) If,

in respect of any Conversion Date (or any conversions for which the relevant Conversion Date occurs during a Redemption Period, or for

which the relevant Conversion Date occurs on or after July 1, 2031), the Company elects to settle all or a portion of its Conversion Obligation

in excess of the principal portion of the Notes being converted in cash, the Company shall provide a notice (the “Settlement

Notice”) to Holders of such election in respect of such Conversion Date (or such period, as the case may be), and the Company

shall deliver such Settlement Notice to converting Holders in writing (or if the Notes are then in global form through the applicable

procedures of the Depositary), the Trustee and the Conversion Agent (if other than the Trustee), no later than the close of business on

the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion

Date occurs (x) during a Redemption Period, in the applicable Notice of Redemption or (y) on or after July 1, 2031, no later than the

close of business on the Business Day immediately preceding July 1, 2031) (the “Settlement Method Election Date”).

Such Settlement Notice shall indicate the percentage of each share of Common Stock issuable upon conversion in excess of the principal

portion of the Notes being converted that will be paid in cash (the “Cash Percentage”). If the Company does not make

such an election prior to the Settlement Method Election Date, the Company shall no longer have the right to elect a Cash Percentage and

the Company shall settle its Conversion Obligation paying cash in respect of the principal portion of the Notes being converted and delivering

shares of Common Stock in respect of the remainder, if any, of the Company’s Conversion Obligation in excess of the aggregate principal

portion of the Notes being converted.

(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: the Company shall pay or deliver, as the case may be, to the converting Holder in respect

of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each

of the 40 consecutive Trading Days during the related Observation Period.

(v) The

Daily Settlement Amounts, the Daily Net Settlement Amounts and the Daily Conversion Values shall be determined by the Company promptly

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

Amounts, the Daily Conversion Values 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, the Daily Net Settlement

Amounts, the Daily Conversion Values and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee

and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

(b) Subject

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

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

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

the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the

Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission thereof) (a notice pursuant to the applicable procedure

of the Depositary or a notice as set forth in the Form of Notice of Conversion, a “Notice of Conversion”) at the office

of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses)

in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion

Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement

and transfer documents in a form reasonably satisfactory to the Conversion Agent), at the office of the Conversion Agent, (3) if required,

furnish appropriate endorsements and transfer documents in a form reasonably satisfactory to the Conversion Agent and (4) if required,

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

The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion

Date for such conversion. No Notes may be surrendered for conversion by a Holder thereof if such Holder has also delivered a Fundamental

Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice

in accordance with Section 15.03.

If more than one Note shall be surrendered

for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of

the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered.

Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”)

that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 14.03(b) and Section

14.07(a), the Company shall pay and, if applicable, deliver, as the case may be, the consideration due in respect of the Conversion Obligation

on the second Business Day immediately following the last Trading Day of the Observation Period unless such Conversion Date occurs following

the regular Record Date immediately preceding the Maturity Date, in which case the Company shall make such payment (and delivery, if applicable)

on the Maturity Date. If any shares of Common Stock are due to a converting Holder, the Company shall issue or cause to be issued, and

deliver (if applicable) to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares

of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary, in satisfaction of the Company’s

Conversion Obligation.

(d) In

case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to

or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal

amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if

required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax

or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of

the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion.

(e) If

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

of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other

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

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

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

(f) Except

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

Note as provided in this Article 14.

(g) Upon

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

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

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

(h) Upon

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

Section 14.02(h), and the Company will not adjust the Conversion Rate for any accrued and unpaid interest on any converted Notes. 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 accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion.

Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior to the open of business

on the corresponding Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive

the full amount of interest payable on such Notes (to, but not including the corresponding Interest Payment Date) 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 such Regular Record Date); provided that no such payment shall be required (1) for conversions

following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Redemption Date that is

after a Regular Record Date and on or prior to the Scheduled Trading Day immediately following the corresponding Interest Payment Date;

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

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

exist at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record at the close of

business on the Regular Record Date immediately preceding the Maturity Date shall receive the full interest payment due on the Maturity

Date in cash regardless of whether their Notes have been converted following such Regular Record Date.

(i) The

Person in whose name the shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record as of the

close of business on the last Trading Day of the relevant Observation Period. 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 last Trading Day of the relevant Observation

Period. For each Note surrendered for conversion, if the Company has elected a Cash Percentage less than 100% or if the Company does not

deliver a Settlement Notice prior to the Settlement Method Election Date, 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 during a Redemption Period.

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

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

16.02, and a Holder elects to convert such Notes with a Conversion Date during the related Redemption Period, the Company shall, in each

case, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of

additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed

for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Conversion Date occurs during

the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the close of business on

the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change

that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day

immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change

Period”). For the avoidance of doubt, the Company shall not increase the Conversion Rate pursuant to the provisions of this

Section 14.03 on account of an anticipated Fundamental Change that does not occur. If the Company issues a Notice of Redemption as set

forth under Section 16.02 the Company shall increase the Conversion Rate during the related Redemption Period only with respect to conversions

of Notes called for redemption (or deemed called for redemption as contemplated by the penultimate sentence of Section 16.02(d)), and

not for Notes not called for redemption. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant

to Article 16, Holders of the Notes not called for redemption will not be entitled to convert such Notes on account of the Notice of Redemption

and will not be entitled to an increased Conversion Rate for conversions of such Notes on account of the Notice of Redemption during the

related Redemption Period if such Notes are otherwise convertible, except in the limited circumstances set forth in the penultimate sentence

of Section 16.02(d).

(b) Upon

surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or of Notes called for redemption with a Conversion

Date occurring during the related Redemption Period, the Company shall, at its option, satisfy the related Conversion Obligation in accordance

with Section 14.02; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b)

of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash,

for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated

based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted

Notes equal to the Conversion Rate (including any increase to reflect the Additional Shares), multiplied by such Stock Price. In

such event, the Conversion Obligation shall be determined and paid to Holders in cash on the second Business Day following the Conversion

Date. The Company shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the Effective Date of

any Make-Whole Fundamental Change in writing no later than five Business Days after such Effective Date.

number of Additional Shares, if any, by which the Conversion Rate shall be increased for conversions in connection with a Make-Whole Fundamental

Change or a Notice of Redemption shall be determined by reference to the table below, based on the date on which the Make-Whole Fundamental

Change occurs or becomes effective (in each case, the “Effective Date”) or the Redemption Notice Date, as applicable,

and the price (the “Stock Price”) paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental

Change or on the Redemption Notice Date, as applicable. If the holders of the Common Stock receive in exchange for their Common Stock

only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be

the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over

the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the applicable Effective Date of

the Make-Whole Fundamental Change or the Redemption Notice Date, as the case may be. In the event that a conversion during a Redemption

Period would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of the Notes to be converted will be entitled

to a single increase to the Conversion Rate with respect to the first to occur of the applicable Redemption Notice Date or the Effective

Date of the applicable Make-Whole Fundamental Change, and the later event will be deemed not to have occurred for purposes of this Section

14.03.

(d) The

Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate of the

Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied

by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment

and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall

be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 14.04.

(e) The

following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased per $1,000 principal amount

of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date or Redemption Notice Date, as applicable, set forth below:

Stock Price

Effective Date/

Redemption

Notice Date

$13.49

$14.50

$16.00

$18.00

$21.58

$28.06

$36.00

$45.00

$57.50

$75.00

$100.00

$130.00

$175.00

March 30, 2026

27.7976

24.4483

20.4469

16.4244

11.6070

6.9031

4.1433

2.5664

1.4443

0.6881

0.2319

0.0517

0.0000

October 1, 2026

27.7976

24.2193

20.1481

16.0728

11.2294

6.5720

3.9008

2.4044

1.3520

0.6195

0.1428

0.0000

October 1, 2027

27.7976

23.6428

19.4056

15.2022

10.2975

5.7630

3.3108

2.0087

1.1245

0.5315

0.1428

0.0000

October 1, 2028

27.7976

22.9021

18.4394

14.0617

9.0811

4.7377

2.5972

1.5507

0.8710

0.4165

0.1187

0.0000

October 1, 2029

27.7976

22.1097

17.2888

12.6172

7.4944

3.4476

1.7614

1.0429

0.5969

0.2895

0.0753

0.0000

October 1, 2030

27.7976

21.5703

16.0813

10.7783

5.2822

1.8093

0.8444

0.5193

0.3123

0.1565

0.0355

0.0000

October 1, 2031

27.7976

21.5703

15.8700

8.8528

0.0000

The exact Stock Prices and Effective Dates

or Redemption Notice Dates 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 or Redemption Notice Date, as applicable, is between

two Effective Dates or Redemption Notice Dates, as applicable, in the table, the number of Additional Shares by which the Conversion Rate

shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher

and lower Stock Prices and the earlier and later Effective Dates or Redemption Notice Dates, as applicable, based on a 365- or 366 day

year, as applicable;

(ii) if

the Stock Price is greater than $175.00 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 $13.49 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 74.1282 shares of Common Stock, subject to adjustment in the same manner as the Conversion

Rate pursuant to Section 14.04.

(f) Nothing

in this Section 14.03 shall prevent an adjustment to the Conversion Rate that would otherwise be required pursuant to Section 14.04 in

respect of a Make-Whole Fundamental Change.

Section 14.04. Adjustment

of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs,

except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case

of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the

Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to

convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal

amount (expressed in thousands) of Notes held by such Holder. Neither the Trustee nor the Conversion Agent shall have any responsibility

to verify the accuracy of any adjustment to the Conversion Rate. The Company shall notify the Holders, the Trustee and the Conversion

Agent promptly in writing of any adjustments to the Conversion Rate, which adjustments shall be conclusive and binding on holders, absent

manifest error.

(a) If

the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock to all or substantially

all holders 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, as applicable;

OS0

the number

of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable;

and

OS’

the number of shares of Common Stock outstanding immediately after giving effect to such dividend,

distribution, share split or share combination, as applicable.

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 Company determines in good faith 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 pursuant to 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;

the total number of shares of Common Stock issuable pursuant to such rights, options or warrants;

and

the number of shares of Common Stock equal to the aggregate price payable to exercise such rights,

options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading

Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the 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, or if no such rights, options or warrants are exercised

prior to their expiration, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend

Date for such issuance had not occurred.

For purposes of this Section 14.04(b) and

for the purpose of Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders of the Common Stock

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 of

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.

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 be effected, disregarding the 1% Provision)

pursuant to Section 14.04(a) or Section 14.04(b), (ii) rights issued under a stockholders rights plan (except as provided in Section 14.11),

(iii) dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14.04(d) shall apply, (iv) distributions

of Reference Property in exchange for, or upon conversion of, Common Stock in a Merger Event and (v) Spin-Offs as to which the provisions

set forth in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property

or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the

Conversion Rate shall be increased based on the following formula:

where,

CR0

the Conversion

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

CR’

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

SP0

the average

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

Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV =

the fair market value (as determined by the Company in good faith) of the Distributed Property with respect

to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

Any increase made under the portion of this Section 14.04(c)

above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution

is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution

had not been declared. In the case of any distribution of rights, options or warrants, to the extent such rights, options or warrants

expire unexercised, the Conversion Rate shall be immediately readjusted to the Conversion Rate that would then be in effect had such unexercised

rights, options or warrants not been distributed. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or

greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect

of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed

Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common

Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution.

With respect to an adjustment pursuant

to this Section 14.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock

of any class or series, or similar equity interest, of or relating to a Subsidiary, other business unit or Affiliate of the Company, that

are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”),

the Conversion Rate shall be increased based on the following formula:

where,

CR0

the Conversion

Rate in effect immediately prior to the end of the Valuation Period;

CR’

the Conversion Rate in effect immediately after the end of the Valuation Period;

FMV0

the average

of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable

to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as

if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day

period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

MP0

the average

of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

The increase to the Conversion Rate under

the preceding paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided that for

any Trading Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, the reference to

“10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between

the Ex-Dividend Date of such Spin-Off and such Trading Day in determining the Conversion Rate as of such Trading Day.

If any dividend or distribution that constitutes

a spin-off is declared but not so paid or made, the Conversion Rate shall be immediately decreased, effective as of the date the Board

of Directors determines not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such

dividend or distribution had not been declared or announced.

For purposes of this Section 14.04(c) (and

subject in all respects to Section 14.11), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling

them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain

circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”):

(i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect

of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and no adjustment

to the Conversion Rate under this Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such

rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion

Rate shall be made under this Section 14.04(c). If any such right, option or warrant, including any such existing rights, options or warrants

distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants

become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any

and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants

with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without

exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or

warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that

was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 14.04(c)

was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any

holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants

had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution

or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received

by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights,

options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights,

options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted

as if such rights, options and warrants had not been issued.

For purposes of Section 14.04(a), Section

14.04(b) and this Section 14.04(c), if any dividend or distribution to which this Section 14.04(c) is applicable also includes one or

both of:

(A) a

dividend or distribution of shares of Common Stock to which Section 14.04(a) is applicable (the “Clause A Distribution”);

(B) a

dividend or distribution of rights, options or warrants to which Section 14.04(b) is applicable (the “Clause B Distribution”),

then, in either case, (1) such dividend or distribution, other

than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(c)

is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 14.04(c) with

respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed

to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 14.04(a) and Section 14.04(b) with

respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution

and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock

included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open

of business on such Ex-Dividend Date or Effective Date” within the meaning of Section 14.04(a) or “outstanding immediately

prior to the open of business on such Ex-Dividend Date” within the meaning of Section 14.04(b).

(d) If

any cash dividend or distribution is made to all or substantially all holders of the Common Stock that, together with all prior dividends

or distributions made to all or substantially all holders of the Common Stock during the calendar quarter in which such dividend or distribution

is made exceeds $0.03 per share (the “Dividend Threshold”), 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 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;

the Dividend Threshold; provided that if the amount in cash per share the Company distributes

to all or substantially all holders of the Common Stock dividend or distribution is not a regular quarterly cash dividend, the Dividend

Threshold will be deemed to be zero; and

the amount in cash per share the Company distributes to all or substantially all holders of the Common

Stock.

The Dividend Threshold shall be subject to adjustment in a

manner inversely proportional to adjustments to the Conversion Rate; provided that no adjustment shall be made to the Dividend

Threshold for any adjustment to the Conversion Rate pursuant to this Section 14.04(d).

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 Company determines in good faith

not to make or pay such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution

had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0”

(as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes

it holds, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would

have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash

dividend or distribution.

(e) If

the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the Common Stock that is subject to

the then applicable tender offer rules under the Exchange Act (other than any odd-lot tender offer), to the extent that the cash and value

of any other consideration included in the payment per share of the Common Stock exceeds the average of the Last Reported Sale Prices

of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last

date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be increased based

on the following formula:

where,

CR0

the Conversion

Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the

Trading Day next succeeding the date such tender or exchange offer expires;

CR’

the Conversion Rate in effect immediately after the close of business on the 10th Trading

Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;

the aggregate value of all cash and any other consideration (as determined by the Company in good

faith) paid or payable for shares of Common Stock purchased in such tender or exchange offer;

OS0

the number

of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the

purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS’

the number of shares of Common Stock outstanding immediately after the date such tender or exchange

offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange

offer); and

SP’

the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading

Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.

The increase to the Conversion Rate under this Section 14.04(e)

shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding

the date such tender or exchange offer expires; provided that for any Trading Day that falls within the relevant Observation Period

for such conversion and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration

date of any tender or exchange offer, references to “10” or “10th” in the preceding paragraph shall

be deemed replaced with such lesser number of Trading Days as have elapsed between the expiration date of such tender or exchange offer

and such Trading Day in determining the Conversion Rate as of such Trading Day.

If the Company or one of its Subsidiaries

is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer described in this Section 14.04(e) but the

Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded,

the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not

been made or had been made only in respect of the purchases that have been made.

(f) Notwithstanding

this Section 14.04 or any other provision of this Indenture or the Notes, if: (i) a Conversion Rate adjustment for any dividend or distribution

becomes effective on any Ex-Dividend Date as described in this Section 14.04; (ii) a Note is to be converted for which the conversion

consideration includes shares of Common Stock; (iii) any Trading Day in the Observation Period for such conversion occurs on or after

such Ex-Dividend Date and on or before the related Record Date; (iv) the consideration due upon such conversion includes any whole shares

of Common Stock based on a Conversion Rate that is adjusted for such dividend or distribution; and (v) the Holder would be entitled to

participate in such dividend or distribution on account of such shares, then, notwithstanding anything to the contrary: the Conversion

Rate adjustment relating to such Ex-Dividend Date shall be made for such conversion in respect of such Trading Day, but the shares of

Common Stock issuable with respect to such Trading Day based on such adjusted conversion rate shall not be entitled to participate in

such dividend or distribution.

(g) If

a Holder has converted its Notes on or after such Ex-Dividend Date and on or prior to the related Record Date would become 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.

(h) 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.

(i) 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 Company determines, in good

faith, 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 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.

(j) 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 (other than any such issuance described in clause (a), (b) or (c) of this Section 14.04) at

a price below the Conversion Price for the Notes;

(ii) upon

the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest

payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(iii) upon

the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director

or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (other than any stockholder

rights plan);

(iv) upon

the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security

not described in clause (iii) of this subsection and outstanding as of the date the Notes were first issued;

(v) for

a third-party tender offer by any party other than a tender offer by one or more of the Company’s Subsidiaries described in clause

(e) of this Section 14.04;

(vi) upon

the repurchase of any shares of Common Stock that is not a tender offer or exchange offer of the nature described under clause (e) of

this Section 14.04 including (structured or derivative transactions and open market repurchases of shares of Common Stock, or transactions

pursuant to a stock repurchase program approved by the Board of Directors or otherwise);

(vii) solely

for a change in the par value of the Common Stock; or

(viii) for

accrued and unpaid interest, if any.

(k) 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.

(l) If

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

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

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

would result in an aggregate change of at least 1% to the Conversion Rate; (ii) the Conversion Date of, or any Trading Day of an Observation

Period for, any Note; (iii) the date a Fundamental Change and/or Make-Whole Fundamental Change; (iv) if the Company calls any Notes for

redemption; or (v) July 1, 2031, in each case, unless the adjustment has already been made. The provision described in the immediately

preceding sentence of this Section 14.04(l) is referred to herein as the “1% Provision.”

(m) 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.

(n) For

purposes of this Section 14.04, the number of shares of Common Stock at any time outstanding shall not include shares of Common Stock

held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock

held in the treasury of the Company, but shall include shares of Common Stock issuable in respect of scrip certificates issued in lieu

of fractions of shares of Common Stock.

Section 14.05. Adjustments

of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily

VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including an Observation Period and the

Stock Price for purposes of a Make-Whole Fundamental Change or for purposes of determining whether the Company may issue a Notice of Redemption),

the Company shall make appropriate adjustments in good faith to each to account for any adjustment to the Conversion Rate that becomes

effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date,

as the case may be, of the event occurs at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion

Values or the Daily Settlement Amounts are to be calculated.

Section 14.06. Shares

to Be Fully Paid. The Company shall maintain, free from preemptive rights, out of its authorized but unissued shares or shares

held in treasury, sufficient shares of Common Stock to provide for the 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 the Company had elected to deliver the maximum

number of shares of Common Stock allowed under Section 14.02(a)(iii) as consideration for its Conversion Obligation.

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 in par value or from par value to no par value, or

changes resulting from a subdivision or combination),

(ii) any

consolidation, merger, combination or similar transaction involving the Company,

(iii) any

sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries substantially

as an entirety or

(iv) any

statutory share exchange,

in each case, as a result of which the Common Stock would be

converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such

event, a “Merger Event”), then, at the effective time of the Merger Event, the Company or the successor or acquiring

person, as the case may be, shall execute with the Trustee a supplemental indenture, without the consent of the Holders, providing that

at and after the effective time of such Merger 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 Merger 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 Merger Event and, prior to or at the effective time of such Merger 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(j) 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 Merger Event (A) the Company or the successor or acquiring company, as the case may be, shall continue to have the right to elect

to determine the form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of the Conversion

Obligation in excess of the principal amount of the Notes being converted, in accordance with Section 14.02, (B) any amount payable in

cash upon conversion of the Notes in accordance with Section 14.02 shall continue to be payable in cash, (C) any shares of Common Stock

that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 14.02 shall instead be deliverable

in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Merger

Event and (D) the Daily VWAP shall be calculated based on the value of a unit of Reference Property.

If the Merger Event causes the Common Stock

to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any

form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted

average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property

for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share

of Common Stock. If the holders of the Common Stock receive only cash in such Merger Event, then for all conversions for which the relevant

Conversion Date occurs after the effective date of such Merger 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 Merger Event and

(B) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the second Business Day immediately following

the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing

of such weighted average as soon as reasonably practicable after such determination is made.

If the Reference Property in respect of

any Merger Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common

Equity, the supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments

that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 14 with respect to the portion of Reference

Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity. If the Reference

Property in respect of any such Merger Event includes shares of stock, securities or other property or assets, other than cash and/or

cash equivalents, of a Person other than the Company or the successor or purchasing corporation, as the case may be, in such Merger Event

and such other company, if an affiliate of the Company (or, if the Company does not survive the Merger Event, an affiliate of the successor

or purchasing company) is party to the transaction, such other company shall also execute such supplemental indenture, and such supplemental

indenture shall contain such additional provisions to protect the interests of the Holders as the Company shall in good faith reasonably

consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in Article 15.

In connection with any adjustment to the

Conversion Rate described above, the Company shall also adjust the Dividend Threshold based on the number of shares of Common Stock comprising

the Reference Property and (if applicable) the value of any non-stock consideration comprising the Reference Property. If the Reference

Property is composed solely of non-stock consideration, the Dividend Threshold shall be zero.

(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 Merger Event, any adjustment to be made with respect thereto and that all

conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company

shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof.

Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

Company shall not become a party to any Merger Event unless its terms are reasonably consistent with this Section 14.07 and in compliance

with Section 14.10. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares

of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 14.01 and Section 14.02 prior

to the effective date of such Merger Event.

(d) The

above provisions of this Section shall similarly apply to successive Merger Events.

Section 14.08. Certain

Covenants. (a) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable

by the Company and free from all taxes, liens and charges with respect to the issue thereof.

(b) The

Company covenants that it shall endeavor promptly to comply with all federal and state securities laws regulating the issuance and delivery

of shares of Common Stock upon the conversion of Notes, if any, and shall issue such shares of Common Stock in accordance therewith including,

as permitted thereunder, obtaining any required approval of or registration with any governmental authority with respect to such Common

Stock.

Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated quotation

system the Company will list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system,

any Common Stock issuable upon conversion of the Notes.

Section 14.09. Responsibility

of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder

to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any

increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect

to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other

Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock,

or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and

any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible

for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property

or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants

of the Company contained in this Article. 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). Except as

otherwise expressly provided herein, neither the Trustee nor any other agent acting under this Indenture (other than the Company, if acting

in such capacity) shall have any obligation to make any calculation or to determine whether the Notes may be surrendered for conversion

pursuant to this Indenture, or to notify the Company or the Depositary or any of the Holders if the Notes have become convertible pursuant

to the terms of this Indenture.

Section 14.10. Notice

to Holders Prior to Certain Actions. In case of any:

(a) action

by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 14.04 or Section

14.11; or

(b) voluntary

or involuntary dissolution, liquidation or winding-up of the Company;

then, in each case (unless notice of such event is otherwise

required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion Agent

(if other than the Trustee) and to be delivered to each Holder, as promptly as possible, a notice stating (i) the date on which a record

is to be taken for the purpose of such action by the Company or one of its Subsidiaries or, if a record is not to be taken, the date as

of which the holders of Common Stock of record are to be determined for the purposes of such action by the Company or one of its Subsidiaries,

or (ii) the date on which such dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which

it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property

deliverable upon such dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the

legality or validity of such action by the Company or one of its Subsidiaries, dissolution, liquidation or winding-up.

Section 14.11. Stockholder

Rights Plans. If the Company has a stockholder rights plan in effect, upon conversion of the Notes, each share of Common Stock,

if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing

the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such

stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have

separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion

Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock

Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption

of such rights.

Section 14.12. Exchange

in Lieu of Conversion.

(a) When

a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the

Conversion Agent in writing to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or

more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in

lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely

pay and/or deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of the Notes to be converted

and pay or deliver, as the case may be, cash, shares of Common Stock or combination thereof at the election of the Company due upon conversion

pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion

Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following

the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering

Notes for conversion that the Company has made the Exchange Election, and the Company shall notify the Designated Financial Institution(s)

of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered,

as the case may be.

(b) Any

Notes delivered to the Designated Financial Institution(s) shall remain outstanding and the Designated Financial Institution(s) shall

be the holder(s) of the Notes, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s)

to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or

if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion

Agent and the Holder surrendering its Notes for conversion and pay and/or deliver, as the case may be, the relevant Conversion Consideration,

as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election and the Notes will be cancelled

in accordance with the provisions of this Indenture.

Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require

such Designated Financial Institution(s) to accept any Notes.

ARTICLE 15

Repurchase of Notes at Option of Holders

Section 15.01. [Intentionally

Omitted].

Section 15.02. Repurchase

at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each

Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes,

or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal

to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the

Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice

at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental

Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls

after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the

Company shall instead pay, on or, at the Company’s election, before such Interest Payment Date, 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.

(b) Repurchases

of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon:

(i) delivery

to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form

set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the

Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case, on or before the

close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and

(ii) delivery

of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice

(together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the

Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case, such delivery or transfer being

a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.

The Fundamental Change Repurchase Notice

in respect of any Physical Notes to be repurchased shall state:

(1) if

Physical Notes have been issued the certificate numbers of the Notes to be delivered for repurchase;

(2) the

portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

(3) that

the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture.

If the Notes are Global Notes, to exercise the Fundamental Change

repurchase right, Holders must surrender their Notes in accordance with applicable Depositary procedures.

Notwithstanding anything herein to the contrary,

any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right

to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business

Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in

accordance with Section 15.03.

The Paying Agent shall promptly notify the

Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

or before the 15th Business Day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders

and the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee) a 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. Each Fundamental

Change Company Notice shall specify:

(i) the

events causing the Fundamental Change;

(ii) the

effective date of the Fundamental Change;

(iii) the

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

(iv) the

Fundamental Change Repurchase Price;

(v) the

Fundamental Change Repurchase Date;

(vi) the

name and address of the Paying Agent and the Conversion Agent, if applicable;

(vii) if

applicable, the Conversion Rate and any adjustments to the Conversion Rate as a result of a Fundamental Change (or related Make-Whole

Fundamental Change);

(viii) that

the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder

validly withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and

(ix) the

procedures that Holders must follow to require the Company to repurchase their Notes.

No failure of the Company to give the foregoing

notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase

of the Notes pursuant to this Section 15.02.

At the Company’s written request,

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 and delivered to the Trustee at least three

Business Days prior (or such shorter period as shall be acceptable to the Trustee).

(d) Notwithstanding

anything to the contrary in this Article 15, the Company shall not be required to repurchase, or to make an offer to repurchase, the Notes

upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the

requirements for an offer made by the Company as set forth in this Article 15 and such third party purchases all Notes properly surrendered

and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an

offer made by the Company as set forth above.

(e) Notwithstanding

the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal

amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of

an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such

Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration

of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase

Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the applicable procedures

of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change

Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Section 15.03. Withdrawal

of Fundamental Change Repurchase Notice. A Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) in respect

of Physical Notes by means of a written notice of withdrawal received by the Corporate Trust Office of the Paying Agent in accordance

with this Section 15.03 at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase

Date, specifying:

(i) the

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

multiple thereof,

(ii) the

certificate number of the Note in respect of which such notice of withdrawal is being submitted, and

(iii) the

principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which must be $1,000

or an integral multiple thereof.

If the Notes are Global Notes, such notice of withdrawal must

comply with applicable procedures of the Depositary.

Section 15.04. Deposit

of Fundamental Change Repurchase Price. (a) The Company will deposit with the Trustee (or other Paying Agent appointed by the Company,

or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) on or prior to

11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase all of the Notes

to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or

other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not validly withdrawn prior to the close

of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental

Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.02) and (ii) the time of book-entry transfer

or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required

by Section 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note

Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the

account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return

to the Company any funds in excess of the Fundamental Change Repurchase Price.

(b) If

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

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

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

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

to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or

whether or not the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will

terminate (other than the right to receive the Fundamental Change Repurchase Price and, to the extent not included in the Fundamental

Change Repurchase Price, accrued and unpaid interest, if applicable).

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

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

surrendered.

Section 15.05. Covenant

to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer upon a Fundamental Change pursuant

to this Article 15, the Company will, if required:

(a) comply

in all material respects with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may

then be applicable;

(b) file

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

comply in all material respects with all federal and state securities laws in connection with any offer by the Company to repurchase the

Notes;

in each case, so as to permit the rights and obligations under

this Article 15 to be exercised in the time and in the manner specified in this Article 15.

However, to the extent that the obligations

of the Company to offer to repurchase and to repurchase Notes pursuant to the provisions described above conflict with any law or regulation

adopted after the date of this Indenture and that is applicable to the Company, the Company’s compliance with such law or regulation

shall not be considered to be a Default of those obligations.

ARTICLE 16

Optional Redemption

Section 16.01. Optional

Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to April 6, 2028.

On a Redemption Date occurring on or after April 6, 2028 and on or before the 45th Scheduled Trading Day before the Maturity

Date, the Company may redeem (an “Optional Redemption”) for cash all or any part of the Notes, at the Company’s

option, 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 a Notice of Redemption during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately

preceding the date (the “Redemption Notice Date”) on which the Company provides the Notice of Redemption in accordance

with Section 16.02.

Section 16.02. Notice

of Optional Redemption; Selection of Notes. (a) In case the Company exercises its Optional Redemption right to redeem all or, as

the case may be, any part of the Notes pursuant to Section 16.01, it shall fix a date for redemption (each, a “Redemption Date”)

and it or, at its written request received by the Trustee not less than five Business Days prior to the Redemption Notice Date (or such

shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver

or cause to be delivered a written notice of such Optional Redemption (a “Notice of Redemption”) (in all cases, the

text of such Notice of Redemption shall be prepared by the Company) not less than 45 nor more than 60 Scheduled Trading Days prior to

the Redemption Date to each Holder of Notes so to be redeemed in whole or in part; provided, however, that, if the Company shall

give such notice, it shall also give written notice of the Redemption Date to the Trustee, the Conversion Agent and the Paying Agent.

In the case of any Optional Redemption in part, Holders of Notes not called for Optional Redemption will not be entitled to an increased

Conversion Rate for such Notes in accordance with Section 14.03 and Section 16.02(c). The Redemption Date must be a Business Day.

(b) The

Notice of Redemption, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not

the Holder receives such notice. In any case, failure to give such Notice of Redemption or any defect in the Notice of Redemption to the

Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption

of any other Note.

Notice of Redemption shall specify:

(i) the

Redemption Date (which must be a Business Day);

(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;

(iv) the

place or places where such Notes are to be surrendered for payment of the Redemption Price;

(v) that

Holders may surrender their Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately

preceding the Redemption Date;

(vi) the

procedures a converting Holder must follow to convert its Notes and the forms and amounts of consideration payable by the Company upon

conversion;

(vii) the

Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03;

(viii) the

CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and

(ix) in

case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Redemption

Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued, which principal

amount must be $1,000 or a multiple thereof.

A Notice of Redemption shall be irrevocable.

(d) If

fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall

be selected by the Depositary in accordance with the applicable rules and procedures of the Depositary. If fewer than all of the outstanding

Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee shall select the Notes or portions thereof to

be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee

considers to be fair and appropriate. If any Note selected for partial redemption is submitted for conversion in part after such selection,

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

subject, in the case of Notes represented by a Global Note, to the Depositary’s applicable procedures. If fewer than all of the

outstanding Notes are to be redeemed 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 45th scheduled Trading Day immediately before the relevant Redemption

Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner,

as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on

the second Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price pursuant

to Section 14.01(b)(v), in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest,

as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note

called for redemption. The Trustee shall not be obligated to make any determination in connection with the foregoing.

Section 16.03. Payment

of Notes Called for Redemption. (a) If any Notice of Redemption 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 Notice of Redemption and at

the applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated in the Notice of Redemption,

the Notes shall be paid and redeemed by the Company at the applicable Redemption Price.

(b) Prior

to 11:00 a.m. New York City time on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company or a Subsidiary

of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 7.05 an amount of cash (in immediately

available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of all of the Notes to be redeemed on such

Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made on the Redemption

Date for such Notes. The Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the Company

any funds in excess of the Redemption Price.

Section 16.04. Restrictions

on Redemption. No Notes may be redeemed on any date if the principal amount of the Notes has been accelerated in accordance with

the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an

acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).

ARTICLE 17

Miscellaneous Provisions

Section 17.01. Provisions

Binding on Company’s Successors. All the covenants, stipulations, promises and agreements of the Company contained in this

Indenture shall bind its successors and assigns whether so expressed or not.

Section 17.02. Official

Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed

by any board, committee or Officer of the Company shall and may be done and performed with like force and effect by the like board, committee

or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company.

Section 17.03. Addresses

for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by

the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served

by overnight courier or by being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until

another address is filed by the Company with the Trustee) to WisdomTree, Inc., 250 West 34th Street, 3rd Floor, New York, New

York 10119, Attention: Legal Notice, Email: legalnotice@wisdomtree.com, with a copy to Jocelyn Arel, Goodwin Procter LLP, 100 Northern

Avenue, Boston, MA 02210, Email: jarel@goodwinlaw.com. Any notice, direction, request or demand hereunder to or upon the Trustee shall

be deemed to have been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered

or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF format, whether by

mail or electronically, upon actual receipt by the Trustee.

The Trustee, by notice to the Company, may

designate additional or different addresses for subsequent notices or communications.

Any notice or communication delivered or

to be delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage prepaid, at its address as it appears

on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or communication delivered

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

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

where this Indenture or any Note provides for notice of any event (including any Fundamental Change Company Notice) to a Holder of a Global

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

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

applicable procedures.

Failure to mail or deliver a notice or communication

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

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

In case by reason of the suspension of regular

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

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

Section 17.04. Governing

Law; Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE

AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company irrevocably consents and agrees,

for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with

respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be brought

in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York

and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive

jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in

respect of its properties, assets and revenues.

The Company irrevocably and unconditionally

waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the

aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the State of New

York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and

unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such

court has been brought in an inconvenient forum.

Section 17.05. Evidence

of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the

Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s

Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture.

Each Officer’s Certificate and Opinion

of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with

this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (a) a statement that the person

signing such certificate is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of

the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment

of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment

as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such person,

such action is permitted by this Indenture and that all conditions precedent to such action have been complied with; provided that

no Opinion of Counsel shall be required to be delivered in connection with (1) the original issuance of Notes on the date hereof under

this Indenture, (2) the mandatory exchange of the restricted CUSIP of the Restricted Securities to an unrestricted CUSIP pursuant to the

applicable procedures of the Depositary upon the Notes becoming freely tradable by non-Affiliates of the Company under Rule 144 and the

removal of the restrictive legends in connection therewith unless a new Note is to be authenticated, or (3) a request by the Company that

the Trustee deliver a notice to Holders under the Indenture where the Trustee receives an Officer’s Certificate with respect to

such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public

officials.

Notwithstanding anything to the contrary

in this Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion of Counsel

in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to such Opinion of Counsel.

Section 17.06. Legal

Holidays. In any case where any Interest Payment Date, any Fundamental Change Repurchase Date, any Redemption Date or the Maturity

Date is not a Business Day, 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 with the same force and effect as if taken on such date, and no interest shall accrue in respect of the delay.

Section 17.07. No

Security Interest Created. Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to constitute a

security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

Section 17.08. Benefits

of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the Holders,

the parties hereto, any Paying Agent, any Conversion Agent, any Bid Solicitation Agent, any Custodian, any authenticating agent, any Note

Registrar and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 17.09. Table

of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and sections of this Indenture have

been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of

the terms or provisions hereof.

Section 17.10. Authenticating

Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction

in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder,

including under Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 10.04 and Section 15.04 as fully to all intents and purposes

as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes.

For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication

and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating

agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such

authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.08.

Any corporation or other entity into which

any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting

from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding

to 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 Signatory

Section 17.11. Execution

in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts

shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile,

PDF or other electronic transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and

may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other

electronic transmission shall constitute effective execution and delivery of this Indenture as to the other parties hereto shall be deemed

to be their original signatures for all purposes.

All notices, approvals, consents, requests

and any communications hereunder must be in writing (provided that any communication sent to Trustee hereunder that is required to be

signed 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 Company)), 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 the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 17.12. Severability.

In the event any provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted

by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 17.13. Waiver

of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS

CONTEMPLATED HEREBY.

Section 17.14. Force

Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations

hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work

stoppages, accidents, epidemics, pandemics, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes

or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it

being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to

resume performance as soon as practicable under the circumstances.

Section 17.15. Calculations.

Except as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes. These calculations

include, but are not limited to, determinations of the Redemption Price, Stock Price, Last Reported Sale Prices of the Common Stock, the

Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes, any Additional Interest

payable on the Notes, the Conversion Rate of the Notes, and the Trading Price of the Notes for purposes of determining whether the Notes

are convertible as described in this Indenture. The Company shall make all of 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 and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the

accuracy of the Company’s calculations without independent verification. The Company will forward its calculations to any Holder

of Notes upon the written request of that Holder.

Section 17.16. USA

PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial

institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information

that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this

Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements

of the USA PATRIOT Act.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have

caused this Indenture to be duly executed as of the date first written above.

WISDOMTREE, INC.

By:

/s/ Jonathan Steinberg

Name:

Jonathan Steinberg

Title:

Chief Executive Officer

[Signature Page to Indenture]

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

By:

/s/ Michael McGuire

Name:

Michael McGuire

Title:

Vice President

[Signature Page to Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]

[UNLESS THIS CERTIFICATE IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY

OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.

OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO

SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE

BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[INCLUDE FOLLOWING LEGEND IF

A RESTRICTED SECURITY]

[THIS SECURITY AND THE COMMON

STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

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

ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1) REPRESENTS

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

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

(2) AGREES

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

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

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

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

(A) TO

THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT

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

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

A-1

(D) PURSUANT

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

REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION

OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH

LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED

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

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

NO AFFILIATE (AS DEFINED

IN RULE 144 UNDER THE SECURITIES ACT) OF WISDOMTREE, INC. OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES

ACT) OF WISDOMTREE, INC. DURING THE PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST

HEREIN.]1

The Restrictive Notes Legend shall be deemed removed from the face of this Note without further action by the Company, Trustee or the

Holders of this Note at such time and in the manner provided under Section 2.05 of the Indenture.

A-2

WisdomTree, Inc.

4.50% Convertible Senior Notes due 2031

No. [_____]

[Initially]2 $[_____________]3

CUSIP No. [__]4

WisdomTree, 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.]5 [_______]6, or registered assigns, the principal sum [as set forth in the “Schedule

of Exchanges of Notes” attached hereto]7 [of $[__________]]8, which amount, taken together with the principal

amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $603,750,000, in accordance with the rules

and applicable procedures of the Depositary, on October 1, 2031, and interest thereon as set forth below.

This Note shall bear interest

at the rate of 4.50% per year from March 30, 2026, or from the most recent date to which interest has been paid or provided for to, but

excluding, the next scheduled Interest Payment Date until October 1, 2031. Interest is payable semi-annually in arrears on each April

1 and October 1, commencing on October 1, 2026, to Holders of record at the close of business on the preceding March 15 and September

15 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in Section 4.06(d), Section

4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall

be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such

Section 4.06(d), Section 4.06(e) or Section 6.03, and any express mention of the payment of Additional Interest in any provision therein

shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made.

Any Defaulted Amounts shall

accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including,

the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election,

in accordance with Section 2.03(c) of the Indenture.

2 Include if a global note.

3 To be broken into multiple global notes.

4 This Note will be deemed to be identified by CUSIP No.

[__] from and after such time when (i) the Company delivers, pursuant to Section 2.05(c) of the within-mentioned Indenture, written notice

to the Trustee of the occurrence of the Resale Restriction Termination Date and the removal of the restrictive legend affixed to this

Note and (ii) this Note is identified by such CUSIP number in accordance with the applicable procedures of the Depositary.

5 Include if a global note.

6 Include if a physical note.

7 Include if a global note.

8 Include if a physical note.

A-3

The Company shall pay the

principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available funds to the Depositary

or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture,

the Company shall pay the principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company

for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and

its agency in the 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-4

IN WITNESS WHEREOF, the Company

has caused this Note to be duly executed.

WISDOMTREE, INC.

By:

Name:

Title:

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee, certifies that this is one of the

Notes described

in the within-named Indenture.

By:

Authorized Signatory

A-5

[FORM OF REVERSE OF NOTE]

WisdomTree, Inc.

4.50% Convertible Senior Notes due 2031

This Note is one of a duly

authorized issue of Notes of the Company, designated as its 4.50% Convertible Senior Notes due 2031 (the “Notes”),

limited to the aggregate principal amount of $603,750,000, all issued under and pursuant to an Indenture dated as of March 30, 2026 (the

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

The Company will pay cash

amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts.

The Indenture contains provisions

permitting the Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other

circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding,

evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described

therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount

of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under

the Indenture and its consequences.

Each Holder shall have the

right to receive payment or delivery as described in the Indenture.

The Notes are issuable in

registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. At the office or agency of

the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged

for a like aggregate principal amount of Notes of other authorized denominations, without payment of any service charge but, if required

by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith

as a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder

of the old Notes surrendered for such exchange.

A-6

The Notes shall be redeemable

at the Company’s option on or after April 6, 2028 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 second Scheduled Trading Day immediately preceding the Maturity Date,

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

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

provided in the Indenture.

A-7

ABBREVIATIONS

The following abbreviations,

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

laws or regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the entireties

JT TEN = joint tenants with right of survivorship

and not as tenants in common

Additional abbreviations may

also be used though not in the above list.

A-8

SCHEDULE A9

SCHEDULE OF EXCHANGES OF NOTES

WisdomTree, Inc.

4.50% 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

Include if a global note.

A-9

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

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

Denver Tower

950 17th Street

Denver, CO 80202

Attention: WisdomTree, Inc. Administrator

The undersigned registered

owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral

multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable,

in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock

issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted

principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If

any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned,

the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section

14.02(e) of the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized

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

Dated:

Signature(s)

Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder.

Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

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

$______,000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Social Security or Other Taxpayer

Identification Number

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

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

as Trustee

Denver Tower

950 17th Street

Denver, CO 80202

Attention: WisdomTree, Inc. Administrator

The undersigned registered

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

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

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

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

and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the

corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase

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

In the case of Physical Notes,

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

Dated:

Signature(s)

Social Security or Other Taxpayer

Identification Number

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

$___________,000

NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

ATTACHMENT 3

[FORM OF ASSIGNMENT AND TRANSFER]

For value received _____________________ hereby

sell(s), assign(s) and transfer(s) unto _____________________ (Please insert social security or Taxpayer Identification Number of assignee)

the within Note, and hereby irrevocably constitutes and appoints _________________ attorney to transfer the said Note on the books of

the Company, with full power of substitution in the premises.

In connection with any transfer of the within

Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms

that such Note is being transferred:

☐ To WisdomTree, Inc. or a subsidiary thereof; or

☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or

☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or

☐ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the

registration requirements of the Securities Act of 1933, as amended.

Dated:

Signature(s)

Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the registered holder.

NOTICE: The signature on the assignment must

correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: ex4_2.htm · Sequence: 3

Exhibit 4.2