Form 8-K

8-K — REDWOOD TRUST INC

Accession: 0001104659-26-107919

Filed: 2026-09-15

Period: 2026-09-10

CIK: 0000930236

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2625428d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2625428d1_ex4-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2625428d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 10, 2026

REDWOOD

TRUST, INC.

(Exact name of registrant as specified in its

charter)

Maryland

(State or other

jurisdiction

of incorporation)

001-13759

(Commission

File Number)

68-0329422

(I.R.S. Employer

Identification No.)

One

Belvedere Place

Suite 300

Mill Valley, California

94941

(Address of principal executive offices and Zip Code)

(415)

389-7373

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

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

CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.01 per share

RWT

New

York Stock Exchange

10%

Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per share

RWT

PRA

New

York Stock Exchange

9.125%

Senior Notes Due 2029

RWTN

New

York Stock Exchange

9.00%

Senior Notes Due 2029

RWTO

New

York Stock Exchange

9.125%

Senior Notes due 2030

RWTP

New

York Stock Exchange

9.50%

Senior Notes Due 2030

RWTQ

New

York Stock Exchange

9.75%

Senior Notes due 2031

RWTS

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 or Rule 12b-2 of the Securities

Exchange Act of 1934.

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.

Completion of Public Offering of Convertible

Senior Notes

On September 15, 2026,

Redwood Trust, Inc. (the “Company”) issued $205,000,000 aggregate principal amount of the Company’s 7.00% Convertible

Senior Notes due 2030 (the “Notes”) pursuant to a purchase agreement (the “Purchase Agreement”) with the representatives

of the several initial purchasers of the Notes (the “Offering”). Pursuant to the Purchase Agreement, the Company granted

the Initial Purchasers (as defined below) an option to purchase, for settlement with a period of 13 days from, and including, September 15,

2026, up to an additional $20,000,000 aggregate principal amount of Notes from the Company. The Notes issued on September 15, 2026

include $20,000,0000 aggregate principal amount of Notes issued pursuant to the full exercise by the Initial Purchasers of such option.

Indenture

The Company issued the Notes

under an indenture dated as of September 15, 2026 (the “Indenture”) between the Company and Wilmington Trust, National

Association, a national banking association, as trustee (the “Trustee”).

The Notes bear interest at

a rate of 7.00% per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15,

2027. The Notes are the general unsecured obligations of the Company and rank equal in right of payment with the other existing and future

senior unsecured indebtedness of the Company and senior in right of payment to any indebtedness of the Company that is contractually

subordinated to the Notes. The Notes, however, are effectively subordinated in right of payment to the existing and future secured indebtedness

of the Company to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to the claims of

the Company’s subsidiaries’ creditors, including trade creditors.

The Notes will mature on

September 15, 2030 (the “Maturity Date”), unless earlier redeemed or repurchased by the Company or converted.

Before June 17, 2030,

holders will have the right to convert their Notes only upon the occurrence of certain events. From and after June 17, 2030, holders

may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before

the maturity date. The Company will have the right to elect to settle conversions either entirely in cash or in a combination of cash

and shares of its common stock, $0.01 par value per share (the “Common Stock”). However, upon conversion of any Notes, the

conversion value, which will be determined over an “Observation Period” (as defined in the Indenture) consisting of 25 trading

days, will be paid in cash up to at least the principal amount of the Notes being converted. The initial conversion rate of the Notes

is 204.0608 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately

$4.90 per share. The initial conversion price represents a premium of approximately 35.00% over the closing price of the Company’s

Common Stock on September 10, 2026. The conversion rate is subject to adjustment in certain circumstances.

Upon the occurrence of a

fundamental change (as defined in the Indenture) involving the Company, which includes any principal amount remaining outstanding on

(i) the Company’s 9.125% senior notes due 2029 as of December 1, 2028; (ii) the Company’s 9.00% senior notes

due 2029 as of June 3, 2029; or (iii) the Company’s 9.125% senior notes due 2030 as of December 1, 2029, then, subject

to a limited exception for certain cash mergers, holders of the Notes may require the Company to repurchase all or a portion of their

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

excluding, the fundamental change repurchase date.

The Company will have the

right to redeem the Notes, in whole or in part, at its option at any time, and from time to time, prior to maturity, to the extent, and

only to the extent, necessary to preserve its status as a real estate investment trust (“REIT”) for U.S. federal income tax

purposes. The redemption price for any Note called for redemption will be a cash amount equal to the principal amount of the Notes to

be redeemed, plus accrued and unpaid interest, if any. The Company may at any time and from time to time repurchase Notes by tender offer,

open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws.

If an event of default (as

defined in the Indenture) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in aggregate

principal amount of the Notes then outstanding by notice to the Company and the Trustee, may, and the Trustee at the request of such

holders shall, declare 100% of the principal of and accrued and unpaid interest on all the Notes to be due and payable. In the case of

an event of default arising out of certain bankruptcy or insolvency events (as set forth in the Indenture), 100% of the principal of

and accrued and unpaid interest on the Notes will automatically become due and payable.

The above description of

the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the certificate representing the

Notes are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by

reference to the terms of the Indenture and the Notes set forth in 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 required

by this Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 above and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth

in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the Initial Purchasers in reliance upon

Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving

any public offering. The Notes were resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believe are “qualified

institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s

Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities

Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 56,473,810 shares of the Company’s

Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 275.4820 shares of Common Stock

per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01. Other Events.

Purchase

Agreement

On September 10, 2026,

the Company entered into the Purchase Agreement with the representatives (the “Representatives”) of the several Initial Purchasers

named therein (collectively, the “Initial Purchasers”). Subject to the terms and conditions of the Purchase Agreement, the

Company agreed to sell to the Initial Purchasers, and the Initial Purchasers agreed to purchase from the Company, $185,000,000 aggregate

principal amount of Notes. The Company also granted the Initial Purchasers an option to purchase, for settlement with a period of 13

days from, and including, September 15, 2026, up to an additional $20,000,000 aggregate principal amount of the Notes. Pursuant

to the terms of the Purchase Agreement, the parties have agreed to indemnify each other against certain liabilities, including liabilities

under the Securities Act.

Pursuant to the terms of

the Purchase Agreement, all of the Company’s directors and executive officers also agreed not to sell or transfer any Common Stock

held by them for 60 days after September 10, 2026 without first obtaining the written consent of the Representatives on behalf of

the Initial Purchasers, subject to certain exceptions.

Notes Press

Release

On September 10, 2026,

the Company issued a press release relating to the pricing of the Offering to qualified institutional buyers pursuant to Rule 144A

under the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is

incorporated by reference into this Item 8.01.

2027 Notes

Repurchases

On September 10, 2026,

the Company agreed to repurchase approximately $123.79 million aggregate principal amount of its 7.75% convertible senior notes due 2027

(“2027 Notes”) in privately negotiated transactions effected through one of the Initial Purchasers or its affiliates, as

the Company’s agent. Following these repurchases, approximately $173.38 million in aggregate principal amount of the 2027 Notes

will remain outstanding.

Neither this Current Report

on Form 8-K nor the press release constitutes an offer to repurchase any 2027 Notes or to sell, or the solicitation of an offer

to buy, the Notes or the shares of the Company’s Common Stock, if any, issuable upon conversion of the Notes.

Item 9.01. Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit 4.1

Indenture, dated September 15, 2026, between Redwood Trust, Inc. and Wilmington Trust, National Association, as Trustee

Exhibit 4.2

Form of 7.00% Convertible Senior Note due 2030 (included in Exhibit 4.1).

Exhibit 99.1

Press Release, dated September 10, 2026

Exhibit 104

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

SIGNATURES

Pursuant to the requirements

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

thereunto duly authorized.

Date: September 15, 2026

REDWOOD TRUST, INC.

By:

/S/ Brooke E.

Carillo

Name: Brooke E. Carillo

Title: Chief Financial Officer and Executive Vice President

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2625428d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

Execution

Version

REDWOOD TRUST, INC.

as Issuer

AND

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee

____________________

Indenture

Dated as of September 15, 2026

___________________

7.00% Convertible Senior Notes due 2030

TABLE

OF CONTENTS

Page

Article I.

Definitions and Other Provisions of General Application

Section 1.01

Definitions

Section 1.02

Section References

Section 1.03

References to Interest

Section 1.04

Rules of Construction

Article II.

The Notes

Section 2.01

Designation and Terms of Notes

Section 2.02

Execution and Authentication

Section 2.03

Registrar and Paying Agent

Section 2.04

Paying Agent to Hold Money

in Trust

Section 2.05

List of Note Holders

Section 2.06

Transfer and Exchange

Section 2.07

Mutilated, Destroyed, Lost

and Stolen Notes

Section 2.08

Outstanding Notes

Section 2.09

Temporary Securities

Section 2.10

Denominations

Section 2.11

Form and Dating

Section 2.12

Conversion Agent

Section 2.13

Further Issues; Repurchases

Section 2.14

Cancellation

Section 2.15

Persons Deemed Owners

Section 2.16

CUSIP Numbers

Article III.

Covenants

Section 3.01

Payment of Principal and Interest;

Method of Payment

Section 3.02

Provisions as to Paying Agent

Section 3.03

SEC Filings and Reports

Section 3.04

Additional Interest

Section 3.05

Compliance Certificate

Section 3.06

Stay, Extension and Usury

Laws

Section 3.07

Delivery of Certain Information

Section 3.08

Rule 144 Additional Interest

Article IV.

Repurchase at Option of the Holder

Section 4.01

Repurchase at the Option of

the Holder Upon a Fundamental Change

Article V.

Conversion of Notes

Section 5.01

Right to Convert

Section 5.02

Conversion Procedures

Section 5.03

Settlement Upon Conversion

- i -

Section 5.04

Adjustment of

Conversion Rate

Section 5.05

Recapitalizations, Reclassifications

and Changes of Shares of Common Stock

Section 5.06

Adjustments of Prices

Section 5.07

Adjustment to Conversion Rate

Upon Conversion Upon Make-Whole Fundamental Changes

Section 5.08

Taxes on Shares Issued

Section 5.09

Reservation of Shares; Shares

to be Fully Paid; Compliance with Governmental Requirements

Section 5.10

Responsibility of Trustee

Section 5.11

Company Determination Final

Article VI.

Redemption; no sinking fund

Section 6.01

Right of the Company to Redeem

the Notes

Section 6.02

Redemption Date

Section 6.03

Redemption Price

Section 6.04

Notice of Redemption

Section 6.05

Redemption Prohibited in Certain

Circumstances

Section 6.06

Partial Redemptions

Section 6.07

Special Provisions for Partial

Calls

Section 6.08

No Sinking Fund

Article VII.

Remedies

Section 7.01

Events of Default

Section 7.02

Acceleration of Maturity;

Rescission and Annulment

Section 7.03

Collection of Indebtedness

and Suits for Enforcement by Trustee

Section 7.04

Trustee May File Proofs

of Claim

Section 7.05

Trustee May Enforce Claims

Without Possession of Notes

Section 7.06

Application of Money Collected

Section 7.07

Limitation on Suits

Section 7.08

Unconditional Right of Holders

to Receive Principal and Interest and to Convert

Section 7.09

Restoration of Rights and

Remedies

Section 7.10

Rights and Remedies Cumulative

Section 7.11

Delay or Omission Not Waiver

Section 7.12

Control by Holders

Section 7.13

Waiver of Past Defaults and

Rescission

Section 7.14

Undertaking for Costs

Section 7.15

Notice of Default

Section 7.16

Interest on Overdue Payments

Article VIII.

Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.01

Company May Consolidate,

Etc., Only on Certain Terms

Section 8.02

Successor Substituted

- ii -

Article IX.

Satisfaction and Discharge

Section 9.01

Satisfaction and Discharge

of Indenture

Section 9.02

Application of Trust Funds

Section 9.03

Repayment to Company

Section 9.04

Reinstatement

Article X.

amendments and waivers

Section 10.01

Supplemental Indentures

Section 10.02

Supplemental Indentures Without

Consent of Holders

Section 10.03

Supplemental Indentures with

Consent of Holders

Section 10.04

Notices of Supplemental Indentures

Section 10.05

Revocation and Effect of Consents

Section 10.06

Notation on or Exchange of

Notes

Section 10.07

Trustee Protected

Article XI.

Trustee

Section 11.01

Duties of Trustee

Section 11.02

Rights of Trustee

Section 11.03

Individual Rights of Trustee

Section 11.04

Trustee’s Disclaimer

Section 11.05

Notice of Defaults

Section 11.06

Compensation and Indemnity

Section 11.07

Replacement of Trustee

Section 11.08

Successor Trustee by Merger,

Etc.

Section 11.09

Eligibility; Disqualification

Article XII.

Miscellaneous

Section 12.01

Governing Law; Waiver of Jury

Trial

Section 12.02

Submission to Jurisdiction

Section 12.03

Calculations in Respect of

Notes

Section 12.04

No Representations or Warranties

by the Trustee

Section 12.05

Payments on Business Days

Only

Section 12.06

Notices

Section 12.07

Certificate and Opinion as

to Conditions Precedent

Section 12.08

Statements Required in Certificate

or Opinion

Section 12.09

Rules by Trustee and

Agents

Section 12.10

No Recourse Against Others

Section 12.11

Counterparts

Section 12.12

No Adverse Interpretation

of Other Agreements

Section 12.13

Successors

Section 12.14

Severability

Section 12.15

Table of Contents, Headings,

Etc.

Section 12.16

Force Majeure

Section 12.17

USA PATRIOT Act

Signatures

Schedule

Exhibit A

Exhibit B

- iii -

INDENTURE, dated as of September 15,

2026, by and between REDWOOD TRUST, INC., a Maryland corporation (the “Company”), and WILMINGTON TRUST, NATIONAL

ASSOCIATION, a national banking association, as trustee (the “Trustee”).

WITNESSETH

WHEREAS, for its lawful corporate

purposes, the Company has duly authorized the issuance of its 7.00% Convertible Senior Notes due 2030 (the “Notes”), initially

in an aggregate principal amount not to exceed $205,000,000, having the terms, tenor, amount and other provisions hereinafter set forth,

and, to provide therefor, have duly authorized the execution and delivery of this Indenture; and

WHEREAS, the form of Note

attached as Exhibit A hereto (the “Form of Note”), the certificate of authentication to be borne by each

Note, the form of Conversion Notice, the form of Fundamental Change Repurchase Notice and the Assignment Form to be borne by the

Notes are to be substantially in the forms provided in the Form of Note.

NOW, THEREFORE, THIS INDENTURE

WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders thereof, it is mutually agreed, for

the benefit of the Company and the equal and proportionate benefit of all Holders of the Notes, as follows:

Article I.

Definitions and Other Provisions of General Application

Section 1.01      Definitions.

Capitalized terms used herein have the following meanings.

As used herein, the following

terms have the specified meanings:

“9.00% 2029 Notes”

means the Company’s 9.00% senior notes due 2029.

“9.125% 2029 Notes”

means the Company’s 9.125% senior notes due 2029.

“9.125% 2030 Notes”

means the Company’s 9.125% senior notes due 2030.

“Act”

means any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or

taken by Holders that may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders

in person or by their agents duly appointed in writing.

“Additional Interest”

means Rule 144 Additional Interest and Reporting Additional Interest.

“Additional Notes”

means an unlimited maximum aggregate principal amount of Notes (other than the Initial Notes) issued under this Indenture.

“Additional Shares”

has the meaning specified in Section 5.07(a).

- 1 -

“Affiliate”

of any specified person means any other person directly or indirectly controlling or controlled by or under common control with such

specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled

by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly,

of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities

or by agreement or otherwise.

“Agent”

means any Registrar, Paying Agent or Conversion Agent.

“Applicable Procedures”

with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of

DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in effect from time to time.

“Bankruptcy Law”

means title 11, U.S. Code or any similar Federal or State law for the relief of debtors.

“Bid

Solicitation Agent” means the Person who is required to obtain bids for the Trading Price in accordance with Section 5.01(c)(i)(B) and

the definition of “Trading Price.” The initial Bid Solicitation Agent on the date of this Indenture will be the Company;

provided, however, that the Company may appoint any other Person (including any of the Company’s Subsidiaries) to

be the Bid Solicitation Agent at any time after the date of this Indenture without prior notice to the Holders.

“Board of Directors

of the Company” means the board of directors of the Company or any duly authorized committee thereof.

“Board Resolution”

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

Directors of the Company or pursuant to authorization by the Board of Directors of the Company and to be in full force and effect on

the date of the certificate and delivered to the Trustee.

“Business Day”

means any day other than a Saturday, a Sunday, any day which is a federal holiday or a day on which banking institutions are authorized

or required by law, regulation or executive order to close or to be closed in the City of New York or the location of the Corporate Trust

Office of the Trustee; provided, however, that solely for purposes of determining the dates on which payments are due on

the Notes, a day on which banking institutions in the applicable place of payment are authorized or required by law, regulation or executive

order to close will be deemed not to be a “Business Day.”

“Capital Stock”

means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.

“Cash Settlement”

has the meaning specified in Section 5.03(a).

“Close of Business”

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

“Code”

means the Internal Revenue Code of 1986, as amended.

- 2 -

“Combination Settlement”

has the meaning specified in Section 5.03(a).

“Common Equity”

of any corporation means the common stock, common equity interests, ordinary shares or depositary shares or other certificates representing

common equity interests of such corporation.

“Common Stock”

means, subject to Section 5.05, the shares of common stock, par value $0.01 per share, of the Company as they exist on the date

of this Indenture.

“Common Stock Change

Event” has the meaning specified in Section 5.05.

“Company”

has the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Section 8.01, shall include

its successors and assigns.

“Company Order”

means a written order signed in the name of the Company by an Officer.

“Conversion Agent”

has the meaning specified in Section 2.12.

“Conversion Consideration”

has the meaning specified in Section 5.03(b)(i).

“Conversion Date”

has the meaning specified in Section 5.02(b).

“Conversion Notice”

has the meaning specified in Section 5.02(a).

“Conversion Price”

means at any time the amount equal to $1,000 divided by the then applicable Conversion Rate.

“Conversion Rate”

means initially 204.0608 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as set forth herein.

The term “corporation”

means a corporation, association, company, joint-stock company or business trust.

“Corporate Trust

Office” means the office of the Trustee at which at any particular time its corporate trust business related to this Indenture

shall be administered and shall initially be located at the address located in Section 12.06.

“Custodian”

means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Daily Cash Amount”

means, with respect to any VWAP Trading Day, the lesser of (a) the applicable Daily Maximum Cash Amount; and (b) the Daily

Conversion Value for such VWAP Trading Day.

“Daily Conversion

Value” means, with respect to any VWAP Trading Day, 1/25th of the product of (a) the Conversion Rate in effect immediately

after the Close of Business on such VWAP Trading Day; and (b) the Daily VWAP per share of Common Stock on such VWAP Trading Day.

- 3 -

“Daily Maximum Cash

Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (a) the Specified Dollar

Amount applicable to such conversion by (b) 25.

“Daily Share Amount”

means, with respect to any VWAP Trading Day, the quotient obtained by dividing (a) the excess, if any, of the Daily Conversion Value

for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (b) the Daily VWAP for such VWAP Trading Day. For the

avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such

Daily Maximum Cash Amount.

“Daily VWAP”

means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg

VWAP” on Bloomberg page “RWT <EQUITY> AQR” (or, if such page is not available, its equivalent successor

page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session

on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one share of Common Stock on

such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking

firm selected by the Company, which may be one of the Initial Purchasers). The Daily VWAP will be determined without regard to after-hours

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

“De-Legending Deadline

Date” means, with respect to any Note, the 15th day after the Free Trade Date of such Note; provided, however,

that if such 15th day is after a Regular Record Date and on or before the next Interest Payment Date, then the De-Legending Deadline

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

“De-Legending Failure”

has the meaning specified in Section 3.08(b).

“Default”

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

“Default Settlement

Method” means Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes; provided,

however, that (x) subject to Section 5.03(a)(iii), the Company may, from time to time, change the Default Settlement

Method, to any Settlement Method that the Company is then permitted to elect, by sending notice of the new Default Settlement Method

to the Holders, the Trustee and the Conversion Agent; and (y) the Default Settlement Method will be subject to Section 5.03(a)(ii).

“Deferral Exception”

means any deferral of an adjustment to the Conversion Rate pursuant to the second sentence of Section 5.04(k).

“Depositary”

has the meaning specified in Section 2.11(b)(i).

- 4 -

“Dollars”

and “$” means the currency of The United States of America.

“DTC”

means The Depository Trust Company, a New York corporation, or any successor Depositary.

“Effective Date”

has the following meaning with respect to a Make-Whole Fundamental Change: (x) with respect to a Make-Whole Fundamental Change pursuant

to clause (1) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (y) with

respect to a Make-Whole Fundamental Change pursuant to clause (2) of the definition thereof, the date on which the Company sends

the related redemption notice pursuant to Section 6.04.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default”

has the meaning specified in Section 7.01.

“Ex-Dividend Date”

means the first date on which the 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

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

avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Common Stock under a separate

ticker symbol or CUSIP number will not be considered “regular way” for this purpose.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exempted

Fundamental Change” means any Fundamental Change with respect to which, in accordance with Section 4.01(i), the

Company does not offer to repurchase any Notes.

“Expiration Date”

has the meaning specified in Section 5.04(e).

“Free Trade Date”

means, with respect to any Note, the date that is one year after the Last Original Issue Date of such Note.

“Fundamental Change”

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

(1)            a

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

its Subsidiaries and its and their employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act

disclosing, or the Company otherwise becomes aware, that such person or group has become the direct or indirect “beneficial owner,”

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

of the Company’s Common Equity;

(2)            the

consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision

or combination) as a result of which the Common Stock would be converted into, or exchanged for, cash, securities or other property;

(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 (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially

all of the property and assets of the Company and its Subsidiaries, taken as a whole, to any person other than one of the Company’s

Subsidiaries; provided, however, that a transaction described in clause (A) or (B) in which the holders of all

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

classes of the Company’s Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately

after such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such transaction

shall not be a Fundamental Change pursuant to this clause (2);

- 5 -

(3)            the

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

(4)            the

Common Stock 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); or

(5)            if

any principal amount remains outstanding on (A) the 9.125% 2029 Notes as of December 1, 2028; (B) the 9.00% 2029 Notes

as of June 3, 2029; or (C) the 9.125% 2030 Notes as of December 1, 2029.

transaction or transactions described in clauses (1) or (2) above will not constitute a Fundamental Change, however, if (x) at

least 90% of the consideration received or to be received by holders of the Common Stock (excluding cash payments for fractional shares

and cash payments made pursuant to dissenters’ appraisal rights) in connection with such transaction or transactions consists of

shares of common stock or common equity interests listed or quoted (or depositary receipts representing shares of common stock, which

depositary receipts are listed or quoted) on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global

Market or (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 (y) such transaction or transactions constitutes a Common Stock Change Event whose Reference Property

consists of such consideration.

For the purposes of the definition

of Fundamental Change, any transaction or event described in both clause (1) and in clause (2)(A) or (B) above (without

regard to the proviso in clause (2)) will be deemed to occur solely pursuant to clause (2) above (subject to such proviso).

“Fundamental Change

Expiration Time” has the meaning specified in Section 4.01(c).

“Fundamental Change

Repurchase Date” has the meaning specified in Section 4.01(a).

“Fundamental Change

Repurchase Notice” has the meaning specified in Section 4.01(a)(i).

- 6 -

“Fundamental Change

Repurchase Price” means the cash price, as provided in Section 4.01(a), at which any Note is repurchased by the Company

pursuant to Article IV.

“Fundamental Change

Repurchase Right Notice” has the meaning specified in Section 4.01(b).

“GAAP”

means accounting principles generally accepted in the United States of America set forth in the opinions and pronouncements of the Accounting

Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting

Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,

which are in effect as of the date of determination.

“Global Note”

has the meaning specified in Section 2.11(b)(i).

“Holder”

means a person in whose name a Note is registered.

“Indenture”

means this Indenture as amended or supplemented from time to time and shall include the form and terms of the Notes established as contemplated

hereunder.

“Initial Notes”

has the meaning specified in Section 2.01.

“Initial Purchasers”

means the initial purchasers listed in Schedule 1 to the Purchase Agreement.

“Interest Payment

Date” means each March 15 and September 15 of each year, beginning on March 15, 2027 (or such other date as

may be set forth in the certificate representing the applicable Note).

“Last

Original Issue Date” means (a) with respect to any Notes issued pursuant to the Purchase Agreement (including any Notes

issued pursuant to the exercise of the Shoe Option by the Initial Purchasers), and any Notes issued in exchange therefor or in substitution

thereof, the later of (i) the date of this Indenture and (ii) the last date any Notes are originally issued pursuant

to the exercise of the Shoe Option; and (b) with respect to any other Notes issued pursuant to Section 2.13, 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 purchasers 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 on any date means the closing sale price (or if no closing sale price is reported, the average of

the last bid and ask prices or, if more than one in either case, the average of the average last bid and the average last ask prices)

per share on that date as reported in composite transactions on principal U.S. national 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, the “Last Reported Sale

Price” of the Common Stock will be the last quoted bid price per share of the Common Stock in the over-the-counter market on the

relevant Trading Day as reported by OTC Markets Group Inc. or another similar organization selected by the Company. If the Common Stock

is not so quoted, the “Last Reported Sale Price” of the Common Stock will be the average of the midpoint of the last bid

and ask per share prices for shares of the Common Stock on the relevant date from a nationally recognized independent investment banking

firm selected by the Company for this purpose, which may be one of the Initial Purchasers.

- 7 -

“Make-Whole Fundamental

Change” means (1) any transaction or event that constitutes a Fundamental Change pursuant to clause (1), (2), (3) or

(4) of the definition thereof, after giving effect to any exceptions or exclusions under the definition of Fundamental Change, but

without regard to the proviso in clause (2) of the definition of Fundamental Change; or (2) the

sending of any notice of redemption pursuant to Section 6.04 calling any Note for Redemption pursuant to Section 6.01(a);

provided, however, that the sending of any such notice of redemption will constitute a Make-Whole Fundamental Change only

with respect to the Notes called (or deemed, pursuant to Section 6.07, to be called) for Redemption pursuant to such notice and

not with respect to any other Notes.

“Make-Whole

Fundamental Change Conversion Period” has the following meaning with respect to a Make-Whole Fundamental Change: (1) in

the case of a Make-Whole Fundamental Change pursuant to clause (1) of the definition thereof, the period

from, and including, the Effective Date of such Make-Whole Fundamental Change to, and including,

the second Scheduled Trading Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an Exempted

Fundamental Change or a Make-Whole Fundamental Change that would have been a Fundamental Change but

for the proviso in clause (2) of the definition thereof, to, and including, the 30th Scheduled Trading Day immediately following

the Effective Date of such Make-Whole Fundamental Change); and (2) in the case of a Make-Whole

Fundamental Change pursuant to clause (2) of the definition thereof, the period from, and including, the date the Company sends

the redemption notice for the related Redemption pursuant to Section 6.04 to, and including, the second Business Day immediately

before the related Redemption Date; provided, however, that if the Conversion Date for the conversion of a Note that has

been called (or deemed, pursuant to Section 6.07, to be called) for Redemption occurs during the Make-Whole Fundamental Change Conversion

Period for both a Make-Whole Fundamental Change occurring pursuant to clause (1) of the definition of “Make-Whole Fundamental

Change” and a Make-Whole Fundamental Change resulting from such Redemption pursuant to clause (2) of such definition, then,

solely for purposes of such conversion, (x) such Conversion Date will be deemed to occur solely during the Make-Whole Fundamental

Change Conversion Period for the Make-Whole Fundamental Change with the earlier Effective Date; and (y) the Make-Whole Fundamental

Change with the later Effective Date will be deemed not to have occurred.

“Market Disruption

Event” means the occurrence or existence on any Scheduled Trading Day for the Common Stock of any suspension or limitation

imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock

or in any options, contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at

any time within the 30 minutes prior to the closing time of the relevant exchange on such day.

“Measurement Period”

has the meaning specified in Section 5.01(c)(i)(B).

- 8 -

“Note”

and “Notes” have the meaning specified in the Recitals and include the Initial Notes and any Additional Notes. The

Initial Notes and Additional Notes shall be treated as a single class for all purposes under this Indenture. The term “Note”

in this Indenture shall refer to each $1,000 principal amount of Notes.

“Observation Period”

means, with respect to any Note to be converted, (a) subject to clause (b) below, if the Conversion Date for such Note occurs

on or before June 17, 2030, the 25 consecutive VWAP Trading Days beginning on, and including, the third VWAP Trading Day immediately

after such Conversion Date; (b) if such Conversion Date occurs on or after the date the Company has sent a redemption notice pursuant

to Section 6.04 calling all or any Notes for Redemption and on or before the second Business Day before the related Redemption Date,

the 25 consecutive VWAP Trading Days beginning on, and including, the 26th Scheduled Trading Day immediately before such Redemption Date;

and (c) subject to clause (b) above, if such Conversion Date occurs after June 17, 2030, the 25 consecutive VWAP Trading

Days beginning on, and including, the 26th Scheduled Trading Day immediately before the Stated Maturity.

“Officer”

means the Chairman of the Board, any President, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant

Secretary of the Company.

“Officer’s

Certificate” means a certificate signed by any Officer.

“Open of Business”

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

“Opinion

of Counsel” means a written opinion of legal counsel who is reasonably satisfactory to the Trustee. The counsel may

be an employee of or counsel to the Company.

“Ownership Limitation”

means the limitation on beneficial ownership of shares of the Common Stock, in number of shares or value, of the outstanding shares of

Common Stock contained in the Company’s charter, as amended.

“Paying Agent”

has the meaning specified in Section 2.03.

“Purchase

Agreement” means the Purchase Agreement, dated September 10, 2026, between the Company and J.P. Morgan Securities

LLC, Morgan Stanley & Co. LLC, Citizens JMP Securities, LLC, and Wells Fargo Securities, LLC, as representatives of the several

Initial Purchasers.

“Record

Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock

have the right to receive any cash, securities or other property or in which the Common Stock is exchanged for or converted into any

combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock entitled to receive

such cash, securities or other property (whether such date is fixed by the Board of Directors or a committee thereof, statute,

contract or otherwise).

- 9 -

“Redemption”

means the redemption of any Note pursuant to Section 6.01(a).

“Redemption Date”

means the date fixed, pursuant to Section 6.02, for the settlement of the repurchase of any Notes by the Company pursuant to a Redemption.

“Redemption Price”

means the cash price payable by the Company to redeem any Note upon its Redemption, calculated pursuant to Section 6.03.

“Reference Property”

has the meaning specified in Section 5.05.

“Reference Property

Unit” has the meaning specified in Section 5.05.

“Register”

has the meaning specified in Section 2.03.

“Registrar”

has the meaning specified in Section 2.03.

“Regular Record

Date” has the meaning specified in Section 3.01(b).

“Reporting Additional

Interest” has the meaning specified in Section 7.02(a).

“Reporting Event

of Default” has the meaning specified in Section 7.02(a).

“Responsible

Officer” means any officer of the Trustee within its Corporate Trust Office, including any Vice President, Assistant

Vice President, Assistant Secretary or any other officer of the Trustee (or any successor group of the Trustee) customarily performing

functions similar to the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer

to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a particular subject and, in each

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

“Restricted Note”

has the meaning specified in Section 2.06(e)(i).

“Restricted Securities

Legend” means a legend in the form set forth in Exhibit A, or any other substantially similar legend indicating the restricted

status of the Notes under Rule 144.

“Restricted Stock

Legend” means a legend in the form set forth in Exhibit B, or any other substantially similar legend indicating the restricted

status of any shares of Common Stock issued upon exchange of the Notes under Rule 144.

“Rule 144”

means Rule 144 under the Securities Act (or any successor provision thereof), as it may be amended from time to time.

“Rule 144 Additional

Interest” has the meaning specified in Section 3.08(c).

“Rule 144A”

means Rule 144A under the Securities Act (or any successor provision thereof), as it may be amended from time to time.

“Scheduled Trading

Day” means a day that is scheduled to be a Trading Day on the principal U.S. national 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.

“SEC”

means the Securities and Exchange Commission.

- 10 -

“Securities Act”

means the Securities Act of 1933, as amended.

“Securities Custodian”

means the Trustee, as custodian with respect to the Global Note, or any successor thereto.

“Settlement Method”

means Cash Settlement or Combination Settlement.

“Shoe Option”

means the Initial Purchasers’ option, pursuant to the Purchase Agreement, to purchase up to an additional $20,000,000 principal

amount of Notes.

“Significant

Subsidiaries” means a subsidiary that is a “significant subsidiary” as defined under 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, such Subsidiary shall not be deemed to be a Significant Subsidiary

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

interests, for the last completed fiscal year prior to the date of such determination exceeds $25,000,000.

“Specified Courts”

has the meaning specified in Section 12.02.

“Specified Dollar

Amount” means, with respect to the conversion of a Note to which Combination Settlement applies, the maximum cash amount per

$1,000 principal amount of such Note deliverable upon such conversion (excluding cash in lieu of any fractional share of Common Stock);

provided, however, that in no event will the Specified Dollar Amount be less than $1,000 per $1,000 principal amount of

such Note.

“Spin-Off”

has the meaning specified in Section 5.04(c).

“Stated Maturity”

means, with respect to the Notes, September 15, 2030.

“Stock Price”

has the following meaning with respect to a Make-Whole Fundamental Change: (1) if the holders of Common Stock receive only cash

in such Make-Whole Fundamental Change, and such Make-Whole Fundamental Change is pursuant to clause (2) of

the definition of “Fundamental Change,” then the Stock Price will be the cash amount paid per share in such Make-Whole

Fundamental Change; and (2) in all other cases, the Stock Price will be the average of the Last Reported Sale Prices per share of

the Common Stock over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Effective

Date of such Make-Whole Fundamental Change.

“Subsidiary”

of any specified person means any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary

voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or

classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly

or indirectly owned by such person, or by one or more other Subsidiaries, or by such person and one or more other Subsidiaries.

“Tender/Exchange

Offer Valuation Period” has the meaning specified in Section 5.04(e).

- 11 -

“Trading

Day” means a day during which (i) trading in the Common Stock generally occurs on a U.S. national securities exchange

or market and (ii) there is no Market Disruption Event. If the Common Stock is not so traded, “Trading Day” means a

Business Day.

“Trading

Price” of the Notes on any Trading Day means the average of the secondary market bid quotations, expressed as a cash amount

per $1,000 principal amount of Notes, obtained by the Bid Solicitation Agent for $1,000,000 (or such lesser amount as may then be outstanding)

in principal amount of Notes at approximately 3:30 p.m., New York City time, on such Trading Day from three nationally recognized independent

securities dealers selected by the Company, which may include any of the Initial Purchasers; provided, however, 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 will be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, then that one bid will be used.

If, on any Trading Day, (a) the Bid Solicitation Agent cannot reasonably obtain at least one bid for $1,000,000 (or such lesser

amount as may then be outstanding) in principal amount of Notes from a nationally recognized independent securities dealer; (b) the

Company is not acting as the Bid Solicitation Agent and the Company fails to instruct the Bid Solicitation Agent to obtain bids when

required; or (c) the Bid Solicitation Agent fails to solicit bids when required, then, in each case, the Trading Price per $1,000

principal amount of Notes on such Trading Day will be deemed to be less than 98% of the product of the Last Reported Sale Price per share

of Common Stock on such Trading Day and the Conversion Rate in effect immediately after the Close of Business on such Trading Day.

“Trading Price Condition”

has the meaning specified in Section 5.01(c)(i)(B).

“Valuation Period”

has the meaning specified in Section 5.04(c).

“VWAP

Market Disruption Event” means, with respect to any date, (a) the failure by the principal 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, the principal other market on which the Common Stock is then traded, to open for trading during its regular trading

session on such date; or (b) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension

or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in

the Common Stock or in any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs

or exists at any time before 1:00 p.m., New York City time, on such date.

“VWAP

Trading Day” means a day on which (a) there is no VWAP Market Disruption Event; and (b) trading in the Common Stock

generally occurs on the principal 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 traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business Day.

“Trustee”

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

- 12 -

Section 1.02      Section References.

References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this

Indenture unless otherwise specified.

Section 1.03      References

to Interest. As used in this Indenture and the Notes, references to interest on the Notes will be deemed to include Additional Interest,

if any, unless otherwise stated or the context requires otherwise.

Section 1.04      Rules of

Construction.

Unless the context otherwise

requires:

(a)            a

term has the meaning assigned to it;

(b)            an

accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

is not exclusive;

(d)            words

in the singular include the plural, and in the plural include the singular; and

(e)            provisions

apply to successive events and transactions.

Article II.

The Notes

Section 2.01      Designation

and Terms of Notes. There is hereby created and designated a series of Notes under this Indenture: the title of the Notes shall be

“7.00% Convertible Senior Notes due 2030.”

The aggregate principal amount

of the Notes that initially may be authenticated and delivered under this Indenture (the “Initial Notes”) shall be

limited to $205,000,000, subject to increase as set forth in Section 2.13.

The Notes shall mature on

the Stated Maturity.

Principal and interest on

Global Notes shall be payable in the manner set forth in Section 3.01.

The Notes shall be convertible

as provided in Article V.

Section 2.02      Execution

and Authentication.

Officer shall sign the Notes for the Company by manual, electronic or facsimile signature.

If an Officer whose signature

is on a Note no longer holds that office at the time the Note is authenticated, the Notes shall nevertheless be valid.

- 13 -

At any time, 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.

A Note shall not be valid

until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that

the Note has been authenticated under this Indenture.

The

Notes shall originally be issued only in registered form without coupons and only in minimum denominations of $1,000 of principal

amount or in denominations that are any integral multiples of $1,000 in excess thereof.

The Trustee shall authenticate

the Notes for original issue in the principal amount of the Notes, upon receipt by the Trustee of a Company Order. Such Company Order

may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or

agents, which oral instructions shall be promptly confirmed in writing. Each Note shall be dated the date of its authentication.

The Trustee may appoint an

authenticating agent acceptable to the Company to authenticate the Notes. An authenticating agent may authenticate the Notes whenever

the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating

agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.

Section 2.03      Registrar

and Paying Agent.

The Company shall maintain

an office or agency where the Notes may be presented or surrendered for payment (“Paying Agent”) and where the Notes

may be surrendered for registration of transfer or exchange (“Registrar”). The Registrar shall keep a register with

respect to the Notes and to their transfer and exchange.

The

Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar

or Paying Agent. If at any time the Company shall fail to maintain any such required Registrar or Paying Agent or shall fail to furnish

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

of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations and surrenders; provided,

however, that in no event will the Trustee be deemed an agent of the Company for service of legal process. The Registrar shall

keep a register for the recordation of, and shall record, the names and addresses of Holders of the Notes, the Notes held by each Holder

and the transfer and exchange of the Notes, and conversion of the Notes into Conversion Consideration (the “Register”).

The entries in the Register shall be conclusive, and the parties may treat each Person whose name is recorded in the Register pursuant

to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may also from time to time designate one or

more co-registrars or additional paying agents and may from time to time rescind such designations. The Company will give prompt written

notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar or additional

paying agent. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional

paying agent. The Company or any of its Affiliates may serve as Registrar or Paying Agent.

- 14 -

The Company hereby appoints

the Trustee as the initial Registrar and Paying Agent for the Notes.

Section 2.04         Paying

Agent to Hold Money in Trust.

The Company shall require

each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Holders, or

the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Notes, and will notify the Trustee

in writing of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying

Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the

Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no

further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a

separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy, reorganization or similar

proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05          List

of Note Holders.

The

Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses

of the Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before each Interest

Payment Date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may

reasonably require, of the names and addresses of the Holders, including the aggregate principal amount of the Notes held by each

Holder thereof. The Trustee may destroy any list furnished to it as provided in this Section 2.05 upon receipt of a new list so

furnished.

Section 2.06         Transfer

and Exchange.

(a)            Subject

to Section 2.15 hereof and the other provisions of this Section 2.06, upon surrender for registration of transfer of any Note,

together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney-in-fact

duly authorized in writing, at the office or agency of the Registrar or co-Registrar pursuant to Section 2.03, (i) the Company

shall execute, and the Trustee (or any authenticating agent) shall authenticate and deliver, in the name of the designated transferee

or transferees, one or more new Notes in minimum denominations of $1,000 of principal amount or in denominations that are any integral

multiples of $1,000 in excess thereof, of a like aggregate principal amount and bearing such restrictive legends as may be required by

this Indenture and (ii) the Registrar shall record the information required pursuant to Section 2.03 regarding the designated

transferee or transferees in the Register. No service charge shall be imposed by the Company, the Trustee, the Registrar, any co-Registrar

or the Paying Agent for any registration of transfer or exchange of Notes, but the Company may require a Holder to pay a sum sufficient

to cover any transfer tax or other similar governmental charge 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 registration of transfer or exchange.

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The

Company shall not be required to make, and the Registrar need not register, transfers or exchanges of any Note (x) surrendered for

conversion into Conversion Consideration (except, in the event only part of such Note is to be converted, the portion thereof

that is not to be converted); (y) in respect of which a Fundamental Change Repurchase Notice has been given and not validly withdrawn

by the Holder thereof in accordance with the terms of this Indenture (except, in the event only part of such Note is subject to repurchase

pursuant to such Fundamental Change Repurchase Notice, the portion of such Note that is not to be repurchased); or (z) selected

for redemption pursuant to Article VI (except, in the event only part of such Note is selected for redemption, the portion thereof

that is not to be redeemed).

(b)            Notwithstanding

any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers

of a Global Note, in whole or in part, shall be made only in accordance with this Section 2.06(b) and Section 2.11. Transfers

of a Global Note shall be limited to transfers of such Global Note to the Depositary, to nominees of the Depositary or to a successor

of the Depositary or such successor’s nominee.

registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration

shall be noted on the Register.

(d)            Any

Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may require in connection

with the delivery by such Registrar of Notes upon transfer or exchange of Notes.

(e)            Transfer

Restrictions.

(i)            Every

Note that bears or is required under this Section 2.06(e) to bear the Restricted Securities Legend (a “Restricted

Note”) shall be subject to the restrictions on transfer set forth in this Section 2.06(e) and such legend unless

such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company, and the Holder of each such

Restricted Note, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. If a request is

made by a Holder of a Restricted Note to remove the Restricted Securities Legend affixed to the certificate representing such Restricted

Note prior to the Free Trade Date of such Restricted Note, then the Company, the Trustee and the Registrar may refuse to effect such

removal unless there is delivered to the Company, the Trustee and the Registrar such certificates or other documentation or evidence

as the Company, the Trustee and the Registrar may reasonably require to determine that such removal complies with the Securities Act

and other applicable securities laws. For the avoidance of doubt, any new Note to be issued and authenticated to effect such removal

pursuant to the preceding sentence will be subject to the requirements of Section 2.02, Section 12.07 and Section 12.08.

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(ii)            Except

as provided elsewhere in this Indenture, until the Free Trade Date of any Note, any certificate evidencing such Note (and all securities

issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear

the Restricted Stock Legend, if applicable) shall bear the Restricted Securities Legend unless (I) such Notes have been transferred

(1) under a registration statement that has become effective under the Securities Act, or (2) in accordance with Rule 144,

or (II) such requirement is waived by the Company. The Trustee will be entitled to assume that the Free Trade Date with respect

to any Note has not occurred until and unless it has received written notice of its occurrence by the Company.

(iii)            No

transfer of any Restricted Note will be registered by the Registrar unless the applicable box on the Assignment Form attached to

such Restricted Note has been checked and an Officer’s Certificate, Opinion of Counsel and such other information as required by

the Registrar or Company confirming that the applicable condition to transfer has been satisfied have been provided.

(iv)            Without

limiting the generality of any other provision of this Indenture (including Section 3.08), the Restricted Securities Legend affixed

to any Note will be deemed, pursuant to this Section 2.06(e)(iv) and the footnote to such Restricted Securities Legend, to

be removed therefrom upon the Company’s delivery to the Trustee of notice, signed on behalf of the Company by one (1) of its

Officers, to such effect (and, for the avoidance of doubt, such notice need not be accompanied by an Opinion of Counsel in order to be

effective to cause such Restricted Securities Legend to be deemed to be removed from such Note). If such Note bears a “restricted”

CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such Note will be deemed, pursuant to this Section 2.06(e)(iv) and

the footnotes to the CUSIP and ISIN numbers set forth on the face of the certificate representing such Note, to thereafter bear the “unrestricted”

CUSIP and ISIN numbers identified in such footnotes; 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 3.08(b), 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.

(f)            Legend

on the Common Stock. Except as provided elsewhere in this Indenture, any stock certificate representing shares of Common Stock issued

upon conversion of any Notes shall bear the Restricted Stock Legend unless (x) such Notes or such Common Stock, as applicable, has

been transferred (i) under a registration statement that has been declared effective under the Securities Act or (ii) in accordance

with Rule 144, or (y) such requirement is waived by the Company.

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(g)            The

Company shall not, and shall not permit any of its controlled “affiliates” (as defined in Rule 144 under the Securities

Act) to, resell any Note that has been reacquired by the Company or any of such affiliates.

(h)            Any

Note (or security issued by the Company in exchange or substitution therefor) as to which such restrictions on transfer shall have expired

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

Section 2.06, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Restricted

Securities Legend and shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct the custodian for the

Depositary (or its nominee) in writing to so surrender any Global Note as to which such restrictions on transfer shall have expired in

accordance with their terms for exchange, and, upon such instruction, such custodian shall so surrender such Global Note for exchange;

and any new Global Note so exchanged therefor shall not bear the Restricted Securities Legend and shall not be assigned a restricted

CUSIP number.

(i)            Notwithstanding

anything contained herein to the contrary, neither the Trustee nor the Registrar shall be responsible for ascertaining whether any transfer

complies with the registration provisions of or exemptions from the Securities Act, applicable state securities laws, ERISA (or, in the

case of a governmental plan or a church plan (as described in ERISA Sections 3(32) and 3(33), respectively) any substantially similar

federal, state or local law), the Code or the Investment Company Act of 1940, as amended.

(j)            Any

shares of Common Stock delivered upon the conversion of any Note to any Person that is not, and has not been at any time during the preceding

three months, an Affiliate of the Company shall be issued without any Restricted Stock Legend if (x) such conversion occurs after

the Free Trade Date of such Note or (y) such Note otherwise does not, or would not be required hereunder to, bear the Restricted

Securities Legend.

Section 2.07      Mutilated,

Destroyed, Lost and Stolen Notes.

If any mutilated Note is

surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note

of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered

to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such

security or indemnity bond as may be required by each of them to hold itself and any of its agents harmless, then, in the absence of

notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and, upon Company

Order the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Note, a new Note

of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated,

destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing

a new Note, pay such Note.

- 18 -

Upon the issuance of any

new Note under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental

charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Note issued pursuant

to this Section 2.07 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation

of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to

all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.07

are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,

destroyed, lost or stolen Notes.

Section 2.08      Outstanding

Notes.

The Notes outstanding at

any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those

reductions in the interest on a Global Note effected by the Trustee in accordance with the provisions hereof and those described in this

Section 2.08 as not outstanding.

If a Note is replaced pursuant

to Section 2.07, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held

by a bona fide purchaser.

If the Paying Agent (other

than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of the Notes money sufficient to

pay such Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Section 2.09      Temporary

Securities.

Until definitive Notes are

ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes upon the Trustee’s receipt of a

Company Order. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers

appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee upon receipt of a Company Order

shall authenticate definitive Notes in exchange for temporary Notes. Until so exchanged, temporary Notes shall have the same rights under

this Indenture as the definitive Notes.

Section 2.10      Denominations.

The Notes shall be issuable only in fully registered form without interest coupons and only in minimum denominations of $1,000 of principal

amount or in denominations that are any integral multiples of $1,000 in excess thereof.

Section 2.11      Form and

Dating. (a) The Notes and the corresponding Trustee’s certificate of authentication shall be substantially in the respective

forms set forth in Exhibit A, which Exhibit is incorporated in and made part of this Indenture. The Notes may have notations,

legends or endorsements required by law, exchange rule, Applicable Procedures or usage. The Company shall provide any such notations,

legends or endorsements to the Trustee in writing. Each Note shall be dated the date of its authentication.

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(b)            Global

Notes.

(i)            All

of the Notes shall be issued initially in the form of one or more Notes in global form, which shall be deposited on behalf of the purchasers

of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian for the depositary, DTC (such

depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name

of its nominee, Cede & Co., or as otherwise instructed by the Depositary duly executed by the Company and authenticated by the

Trustee as hereinafter provided (the “Global Note”). A Global Note may be transferred, in whole or in part, only to

another nominee of the Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a Global Note may be held

directly through the Depositary if such Holder is a participant in the Depositary, or indirectly through organizations that are participants

in the Depositary. Transfers between participants shall be effected in the ordinary way in accordance with Applicable Procedures and

shall be settled in clearinghouse funds. The aggregate principal amount of the Global Notes may from time to time be increased or decreased

by adjustments made on the records of the Securities Custodian and the Depositary as hereinafter provided, subject in each case to compliance

with the Applicable Procedures and the provisions of this Indenture.

(ii)            Each

Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent

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

thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, purchases, repurchases or conversions

of such Notes. Any adjustment of the aggregate principal amount 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 in accordance with Applicable Procedures and shall be

made on the records of the Trustee and the Depositary.

(iii)            The

Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization,

direction, notice, consent, waiver or other action that a Holder is entitled to give or take under this Indenture.

(iv)            Notwithstanding

the other provisions of this Indenture, unless otherwise specified as contemplated in this Indenture, payment of the principal of, premium,

if any, and interest, if any, on any Global Note shall be made to the Holder thereof.

(v)            The

Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of Notes represented by a Global Note

as shall be specified in a written statement of the Depositary or by the applicable procedures of such Depositary with respect to such

Global Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant

to this Indenture.

- 20 -

Notes. Beneficial interests in a Global Note may be exchanged for certificated Notes:

(i)            If

(x) the Depositary for such Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global

Note or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company

fails to appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event or (y) the

Company executes and delivers to the Trustee an Officer’s Certificate to the effect that such Global Note shall be so exchangeable;

(ii)            If

an Event of Default has occurred and is continuing; or

(iii)            If

the holder of such beneficial interest and the Company agree to such exchange.

Except as provided

in this Section 2.11, a Global Note may not be transferred except as a whole by the Depositary with respect to such Global Note

to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary

or any such nominee to a successor Depositary or a nominee of such a successor Depositary.

Section 2.12      Conversion

Agent. The Company shall maintain an office or agency where Notes may be presented for conversion (the “Conversion Agent”).

The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of the Conversion

Agent. If at any time the Company shall fail to maintain the Conversion Agent or shall fail to furnish the Trustee with the name and

address thereof, such presentations may be made at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee

as its agent to receive all such presentations.

The Company hereby initially

appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Notes.

Section 2.13      Further

Issues; Repurchases. The Company may, without the consent of the Holders, issue Additional Notes under this Indenture with the same

terms as the Initial Notes (except, to the extent applicable, for the date as of which interest begins to accrue, the first Interest

Payment Date for such Additional Notes and the CUSIP number or other identifying information relating to such Additional Notes) in an

unlimited aggregate principal amount; provided, that if any such Additional Notes are not fungible with the Initial Notes for

United States federal income tax purposes, such Additional Notes will be identified by a separate CUSIP number or by no CUSIP number.

Prior to the issuance of any such Additional Notes, the Company shall deliver to the Trustee a Company Order and an Officer’s Certificate,

which shall cover such matters, in addition to those required by Section 12.08, as the Trustee shall request. In addition, upon

the request of the Trustee, the Company shall furnish to the Trustee an Opinion of Counsel which shall cover the matters required by

Section 12.08. In addition, the Company may at any time and from time to time repurchase Notes by tender offer, open market purchases,

negotiated transactions or otherwise, in accordance with applicable securities laws without giving prior notice to or obtaining any consent

of the Holders. The Company shall cause any Notes repurchased by the Company pursuant to the foregoing sentence or otherwise (other than

Notes repurchased pursuant to cash-settled swaps or other cash-settled derivatives) to be surrendered to the Trustee for cancellation

upon the Company’s direction and such Notes will no longer be Outstanding under this Indenture upon their repurchase.

- 21 -

Section 2.14      Cancellation.

The

Company at any time may deliver the Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee

any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for transfer,

exchange, payment, replacement or cancellation and shall destroy such canceled Notes (subject to the record retention requirement of

the Exchange Act and in accordance with the customary procedures of the Trustee) and deliver a certificate of such cancellation

to the Company, upon written request of the Company. The Company may not issue new Notes to replace Notes that it has paid or delivered

to the Trustee for cancellation. The acquisition of any Notes by the Company shall not operate as a redemption or satisfaction of the

indebtedness represented thereby unless and until such Notes are surrendered to the Trustee for cancellation.

Section 2.15      Persons

Deemed Owners. Prior to due presentment of a Note for registration of transfer, the Company, the Trustee and any agent of the Company

or the Trustee may treat the Person in whose name such Note is registered in the Register as the owner of such Note for the purpose of

receiving payment of principal, interest, if any, or payment of the Fundamental Change Repurchase Price, for the purpose of conversion

and for all other purposes whatsoever, subject to Section 2.06(h), Section 2.08 and Section 2.11(c), whether or not such

Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the

contrary.

Section 2.16      CUSIP

Numbers.

The

Company in issuing the Notes shall use restricted CUSIP and ISIN numbers (if then generally in use) until such time as the Restricted

Securities Legend is removed (including pursuant to Section 2.06(e)(iv)). At such time as the Restricted Securities Legend

is removed from such Notes (including pursuant to Section 2.06(e)(iv)), the Company will use an unrestricted CUSIP number for such

Notes, but only with respect to the Notes from which such Restricted Securities Legend was so removed. The Trustee shall use CUSIP numbers

in notices as a convenience to Holders; provided that the Trustee shall not be responsible for the CUSIP numbers printed on any

Note, notice or elsewhere and any such notice may state that no representation is made as to the correctness of such numbers either as

printed on the Notes or as contained in any notice and that reliance may be placed only on the other elements of identification printed

on the Notes, and any action taken in connection with such notice shall not be affected by any defect in or omission of such numbers.

The Company shall promptly notify the Trustee, in writing, of any change in any CUSIP or ISIN number, but failure to so notify the Trustee

shall not constitute a Default or Event of Default by the Company.

- 22 -

Article III.

Covenants

Section 3.01      Payment

of Principal and Interest; Method of Payment.

The Company covenants and

agrees that it shall duly and punctually pay or cause to be paid the principal of and interest on each of the Notes at the places, at

the respective times and in the manner provided herein and in the Notes.

(a)            The

Notes will bear interest at a rate of 7.00% per year. Interest on the Notes will accrue from and including the initial date of issuance,

or from the most recent date to which interest has been paid or duly provided for. Interest will be payable semiannually in arrears on

each Interest Payment Date beginning on March 15, 2027 (or such other date as may be set forth in the certificate representing the

applicable Note). Pursuant to Section 3.08 and Section 7.02 of this Indenture, in certain circumstances, the Holders of Notes

shall be entitled to receive Additional Interest.

(b)            Interest

will be paid to the person in whose name a Note is registered at the Close of Business on March 1 or September 1, as the case

may be (the “Regular Record Date”), immediately preceding the relevant Interest Payment Date. Interest on the Notes

will be computed on the basis of a 360-day year composed of twelve 30-day months.

Company will pay the principal of certificated Notes at the office or agency designated by the Company. The Company has initially designated

a Corporate Trust Office of the Trustee as its Paying Agent and Registrar as a place where Notes may be presented for payment for or

registration of transfer. The Company will pay any interest on any certificated Note to the Holder of such Note (i) if such Holder

holds $2,000,000 or less aggregate principal amount of Notes, by check mailed to such Holder’s registered address, and (ii) if

such Holder holds more than $2,000,000 aggregate principal amount of Notes, (A) by check mailed to such Holder’s registered

address or, (B) if such Holder delivers to the Registrar a written request that the Company make such payments by wire transfer

to an account of such Holder within the United States, for each interest payment corresponding to each Regular Record Date occurring

during the period beginning on the date on which such Holder delivered such request and ending on the date, if any, on which such Holder

delivers to the Registrar a written instruction to the contrary, by wire transfer of immediately available funds to the account specified

by such Holder.

The Company shall pay the

principal of, and interest on Global Notes in immediately available funds to the Depositary.

Section 3.02      Provisions

as to Paying Agent.

(a)            If

the Company shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will

cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee,

subject to the provisions of this Section 3.02 that such Paying Agent will, during the continuance of any Default by the Company

(or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee,

forthwith pay to the Trustee all sums held in trust by such Paying Agent as such.

- 23 -

The Company shall, on or

before each due date of the principal of (excluding any Fundamental Change Repurchase Price with respect to), or interest on, the Notes,

deposit with the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such

principal or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take

such action; provided, however, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent

by 11:00 a.m. New York City time, on such date.

(b)            If

the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of or 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 or interest so

becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or any other

obligor under the Notes) to make any payment of the principal of or interest on the Notes when the same shall become due and payable.

in this Section 3.02 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 or cause to be paid to the Trustee all sums held in trust by the Company

or any Paying Agent hereunder as required by this Section 3.02, such sums to be held by the Trustee upon the trusts herein contained,

and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all

further liability with respect to such sums.

(d)            Anything

in this Section 3.02 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.02

is subject to Section 9.03.

(e)            The

Trustee shall not be responsible for the actions of any other Paying Agents (including the Company if acting as its own Paying Agent)

and shall have no control of any funds held by such other Paying Agents.

Section 3.03      SEC

Filings and Reports.

The

Company covenants that any documents or reports that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of

the Exchange Act shall be filed by the Company (with a copy to the Trustee) within 15 calendar days after the same are required to be

filed with the SEC (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any other similar or successor

provision). Documents filed by the Company pursuant to the SEC’s “EDGAR” system (or any successor thereto or

replacement system thereof) shall be deemed to constitute “filing” with the Trustee for purposes of this Section 3.03.

The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of such reports, information and documents to the

Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice

or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance

with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee

shall have no obligation or responsibility for the filing, timeliness or content of any such document or report or to determine whether

the Company is required to file any document, report or other information with the SEC, whether the Company’s information is available

on (or has been posted to any website, other online data system or filed with EDGAR (or any successor system)) or whether the Company

has otherwise delivered any document or report in accordance with this Section 3.03. Notwithstanding anything to the contrary herein,

the Trustee will have no duty to search for or obtain any electronic or other filings that the Company makes with the SEC, regardless

of whether such filings are periodic, supplemental or otherwise.

- 24 -

Section 3.04      Additional

Interest. If at any time Additional Interest becomes payable by the Company, the Company shall promptly deliver to the Trustee a

certificate to that effect and 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 such a certificate, the Trustee may

assume without inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled

to such Additional Interest, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.

Section 3.05      Compliance

Certificate.

the extent any Notes are outstanding, the Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of

the Company, an Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding

fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company has kept, observed,

performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that

to the best of his/her knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture

and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event

of Default shall have occurred, describing all such Defaults or Events of Default of which the Officer may have knowledge). The

Company shall provide notice to the Trustee of any change in its fiscal year, but failure to so notify the Trustee shall not constitute

a Default or Event of Default by the Company.

Section 3.06      Stay,

Extension and Usury Laws.

The Company covenants (to

the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the

benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the

covenants or the performance of this Indenture or the Notes; 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 has been

enacted.

Section 3.07      Delivery

of Certain Information. If, at any time, when the Company is not subject to the reporting requirements of 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 will,

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

upon the request of any Holder, beneficial owner or prospective purchaser of the Notes or any shares of Common Stock issuable upon the

conversion of the Notes, furnish to such Holder, beneficial owner or prospective purchaser the information required to be delivered pursuant

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

Rule 144A, as such rule may be amended from time to time. The Company will take such further action as any Holder or beneficial

owner of such Notes may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell

such Notes or shares of Common Stock in accordance with Rule 144A under the Securities Act, as such rule may be amended from

time to time.

- 25 -

Section 3.08      Rule 144

Additional Interest.

(a)            If,

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

of any Note, the Company fails to timely file any document or report that it is required to file with the SEC 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), the Company shall pay Additional Interest on such Note. Such Additional Interest shall accrue on such Note at the

rate of 0.25% per annum of the aggregate principal amount of such Note that is then outstanding for each day during such period for which

such failure to file has occurred and is continuing. As used in this Section 3.08(a), documents or reports that the Company is required

to “file” with the SEC pursuant to Section 13 or 15(d) of the Exchange Act do not include documents or reports

that the Company furnishes to the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If at any time Additional Interest

becomes payable by the Company pursuant to this Section 3.08, the Company shall promptly deliver to the Trustee a certificate to

that effect and 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 such a certificate, the Trustee may assume without

inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to the persons entitled to such

Additional Interest, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.

(b)            If,

and for so long as, the Restricted Securities Legend on any Note specified in Section 2.06 has not been removed (or deemed removed

pursuant to Section 2.06(e)(iv)), such Note is identified by a restricted CUSIP number or such Note is not otherwise freely tradable

pursuant to Rule 144 without restrictions by a Holder that is not, and has not been at any time during the preceding three months,

an Affiliate of the Company (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Notes)

as of the De-Legending Deadline Date of such Note (each, a “De-Legending Failure”), then the Company shall pay Additional

Interest on such Note, for each day on or after such De-Legending Deadline and on which such De-Legending Failure is continuing, at a

rate equal to 0.50% per annum of the aggregate principal amount of such Note outstanding until the restrictive legend on such Note has

been removed (or deemed removed pursuant to Section 2.06(e)(iv)), such Note is assigned an unrestricted CUSIP number and such Note

is freely tradable pursuant to Rule 144 without restrictions by a Holder that is not, and has not been at any time during the preceding

three months, an Affiliate of the Company (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture

or the Notes).

- 26 -

Interest pursuant to this Section 3.08 (“Rule 144 Additional Interest”) shall be in addition to any Additional

Interest payable under Section 7.02.

(d)            The

Initial Notes shall be issued initially with a restricted CUSIP number.

(e)            Additional

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

(f)            Notwithstanding

any other provision in this Indenture, in no event will the combined rate of Rule 144 Additional Interest and Reporting Additional

Interest exceed 0.50% per annum regardless of the number of events or circumstances giving rise to the requirement to pay such Additional

Interest.

(g)            Whenever

Additional Interest is accruing on a Record Date, the Company will pay all accrued and unpaid Additional Interest to the Holders of record

on such Record Date on the corresponding Interest Payment Date.

(h)            If

the Company is required to pay Additional Interest to Holders, the Company shall provide a written direction or order in the form of

a Company Order to the Trustee (and if the Trustee is not the Paying Agent, to the Paying Agent) of the Company’s obligation to

pay such Additional Interest no later than two Business Days prior to the date on which any such Additional Interest is scheduled to

be paid. Such notice shall set forth the amount of Additional Interest to be paid by the Company on such payment date and direct the

Trustee (or, if the Trustee is not the Paying Agent, to the Paying Agent) to make payment to the extent it receives funds from the Company

to do so. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine whether the Additional Interest

is payable, or with respect to the nature, extent, or calculation of the amount of the Additional Interest owed, or with respect to the

method employed in such calculation of the Additional Interest.

Article IV.

Repurchase at Option of the Holder

Section 4.01           Repurchase

at the Option of the Holder Upon a Fundamental Change.

(a)            If

a Fundamental Change occurs at any time, then, subject to the other provisions of this Article IV, the Holders shall have the right,

at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes, or any portion of the principal

amount thereof that is equal to $1,000 or an integral multiple of $1,000, on a Business Day (the “Fundamental Change Repurchase

Date”) specified by the Company that is not less than 20 Business Days and not more than 35 Business Days after the date of

the Fundamental Change Repurchase Right Notice at a Fundamental Change Repurchase Price equal to 100% of the aggregate principal amount

of the Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date, unless

such Fundamental Change Repurchase Date falls after a Regular Record Date for an Interest Payment Date and on or prior to the corresponding

Interest Payment Date, in which case (x) the Company will pay, on or before such Interest Payment Date, the full amount of accrued

and unpaid interest payable on such Interest Payment Date to the Holder of record at the Close of Business on such Regular Record Date;

and (y) the Fundamental Change Repurchase Price will not include such accrued and unpaid interest. Any Notes repurchased by the

Company will be paid for in cash.

- 27 -

Repurchases of Notes under

this Section 4.01 shall be made, at the option of the Holder thereof, upon:

(i)            if

the Notes are held in certificated form, delivery to the Trustee (or other Paying Agent appointed by the Company) by a Holder of a duly

completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth on the reverse of the Note or,

if the Notes are Global Notes, a notice that complies with the Applicable Procedures, prior to the Close of Business on the second Scheduled

Trading Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law; and

(ii)            delivery

or book-entry transfer of the Notes (together with all necessary endorsements) to the Trustee (or other Paying Agent appointed by the

Company) at any time after delivery of the Fundamental Change Repurchase Notice and prior to the Close of Business on the second Scheduled

Trading Day immediately preceding the Fundamental Change Repurchase Date, subject to extension to comply with applicable law, at the

Corporate Trust Office of the Trustee (or other Paying Agent appointed by the Company), such delivery being a condition to receipt by

the Holder of the Fundamental Change Repurchase Price therefor; provided that such Fundamental Change Repurchase Price shall be

so paid pursuant to this Section 4.01 only if the Note so delivered to the Trustee (or other Paying Agent appointed by the Company)

shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice.

The Fundamental Change Repurchase

Notice shall state:

(A)            if

certificated, the certificate numbers of Notes to be delivered for repurchase;

(B)            the

portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture;

provided,

however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with the Applicable Procedures.

Any repurchase by the Company

contemplated pursuant to the provisions of this Section 4.01 shall be consummated by the delivery of the consideration to be received

by the Holder in accordance with Section 4.01(d).

- 28 -

The Trustee (or other Paying

Agent appointed by the Company) shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or

written notice of withdrawal thereof in accordance with the provisions of subsection (c) of this Section 4.01.

Any certificated Note that

is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement

by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his

attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery

to the Holder of such certificated Note without service charge, a new certificated Note or new certificated Notes, containing identical

terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased

portion of the principal of the certificated Note so surrendered.

(b)            After

the occurrence of a Fundamental Change, but on or before the 15th day following such occurrence, the Company shall provide

to all Holders and the Trustee, the Paying Agent and the Conversion Agent a notice (the “Fundamental Change Repurchase Right

Notice”) of the occurrence of such Fundamental Change and of the resulting repurchase right, if any, at the option of the Holders

arising as a result thereof.

Each Fundamental Change Repurchase

Right Notice shall specify:

(i)            the

events causing the Fundamental Change and whether such Fundamental Change also constitutes a Make-Whole Fundamental Change;

(ii)            the

date of the Fundamental Change;

(iii)            if

such Fundamental Change is not an Exempted Fundamental Change, the last date on which a Holder may exercise its repurchase rights under

Section 4.01;

(iv)            if

such Fundamental Change is not an Exempted Fundamental Change, the Fundamental Change Repurchase Price;

(v)            if

such Fundamental Change is not an Exempted Fundamental Change, the Fundamental Change Repurchase Date;

(vi)            the

name and address of the Paying Agent (if such Fundamental Change is not an Exempted Fundamental Change) and the Conversion Agent;

(vii)            the

applicable Conversion Rate and any related adjustments to the applicable Conversion Rate;

(viii)            if

such Fundamental Change is not an Exempted Fundamental Change, that the Notes with respect to which a Fundamental Change Repurchase Notice

has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with

the terms of this Indenture; and

- 29 -

(ix)            if

such Fundamental Change is not an Exempted Fundamental Change, the procedures the Holder must follow to require the Company to repurchase

its Notes under Section 4.01, if applicable; and

(x)            if

such Fundamental Change is an Exempted Fundamental Change, that the Company is not required to offer to repurchase the Notes pursuant

to such Exempted Fundamental Change.

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 4.01.

Fundamental Change Repurchase Notice may be withdrawn in whole or in part by means of a written notice of withdrawal delivered to the

Paying Agent in accordance with the Fundamental Change Repurchase Right Notice at any time prior to the Close of Business on the second

scheduled Trading Day prior to the Fundamental Change Repurchase Date (the “Fundamental Change Expiration Time”),

specifying:

(i)            the

principal amount of the withdrawn Notes, which must be $1,000 or an integral multiple thereof;

(ii)            if

certificated Notes have been issued, the certificate numbers of the withdrawn Notes; and

(iii)            the

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

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

provided, however,

that if the Notes are Global Notes, the withdrawal notice must comply with the Applicable Procedures.

(d)            On

or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date, the Company shall 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)

an amount of money sufficient to repurchase on the Fundamental Change Repurchase Date all of the Notes to be repurchased on such date

at the 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 properly surrendered for repurchase (and not withdrawn) prior to the Fundamental Change Expiration

Time shall be made promptly after the later of (x) the Fundamental Change Repurchase Date with respect to such Note (provided the

Holder has satisfied the conditions to the payment of the Fundamental Change Repurchase Price in this Section 4.01), or (y) 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 this Section 4.01 in accordance with the provisions in Section 3.01(c). 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.

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(e)            Subject

to a Holder’s right to receive interest on the related Interest Payment Date where the Fundamental Change Repurchase Date, as applicable,

falls between a Regular Record Date and the Interest Payment Date to which it relates, if the Trustee (or other Paying Agent appointed

by the Company) holds money or securities sufficient to pay the Fundamental Change Repurchase Price on the Fundamental Change Repurchase

Date, then (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes, whether or not book-entry

transfer of the Notes is made or whether or not the Notes are delivered to the Paying Agent, and (ii) all other rights of the Holders

of such Notes shall terminate other than the right to receive the Fundamental Change Repurchase Price and previously accrued and unpaid

interest, if any, upon delivery or book-entry transfer of the Notes.

(f)            No

Notes may be repurchased at the option of Holders on any date if the principal amount of the Notes has been accelerated, and such acceleration

has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the

payment of the applicable Fundamental Change Repurchase Price with respect to such Notes).

(g)            In

connection with any repurchase offer upon the occurrence of a Fundamental Change, the Company shall, if required:

(i)            comply

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

(ii)            file

a Schedule TO or any successor or similar schedule, if required, under the Exchange Act; and

(iii)            otherwise

comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes,

(h)            in

each case, so as to permit the rights and obligations under this Article IV to be exercised in the time and in the manner specified

in this Indenture.

(i)            Notwithstanding

anything to the contrary in this Article IV, the Company will not be required to offer to repurchase, or repurchase, the Notes pursuant

to this Article IV in respect of an event that constitutes a Fundamental Change pursuant to clause (2) of the definition thereof

if (i) immediately after such Fundamental Change, the Notes become convertible (pursuant to Section 5.05 and, if applicable,

Section 5.07) into Reference Property consisting of cash (in U.S. dollars) in an amount per Note that is greater than the Fundamental

Change Repurchase Price (assuming the maximum amount of accrued interest would be payable based on the latest possible Fundamental Change

Repurchase Date, including any accrued and unpaid interest prior to such date); and (ii) the related Fundamental Change Repurchase

Right Notice sent pursuant to Section 4.01(b) states that Holders will have the right to convert their Notes and receive such

amount of cash.

(j)            Notwithstanding

anything to the contrary in this Article IV, the Company will not be required to make an offer to repurchase the Notes upon a Fundamental

Change if a third party makes such an offer to repurchase in the manner, at the times and otherwise in compliance with the requirements

set forth in this Article IV applicable to an offer to repurchase made by the Company and such third party purchases all Notes properly

tendered and not validly withdrawn under such offer.

- 31 -

Article V.

Conversion of Notes

Section 5.01          Right

to Convert.

(a)            Generally.

Subject to the provisions of this Article V, each Holder may, at its option, convert such Holder’s Notes into Conversion Consideration.

(b)            Conversions

in Part. Subject to the terms of this Indenture, Notes may be converted in part, but only in a principal amount that is $1,000 or

an integral multiple thereof. Provisions of this Article V applying to the conversion of a Note in whole will equally apply to conversions

of a permitted portion of a Note.

Notes May Be Converted.

(i)            Subject

to Section 5.01(c)(ii), a Note may be converted only in the following circumstances:

(A)            Conversion

upon Satisfaction of Common Stock Sale Price Condition. A Holder may convert its Notes during any calendar quarter (and only during

such calendar quarter) commencing after the calendar quarter ending on December 31, 2026, if the Last Reported Sale Price per share

of Common Stock exceeds 110% of the Conversion Price for each of at least twenty (20) Trading Days (whether or not consecutive) during

the thirty (30) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter.

(B)            Conversion

upon Satisfaction of Note Trading Price Condition. A Holder may convert its Notes during the five consecutive Business Days immediately

after any ten consecutive Trading Day period (such ten consecutive Trading Day period, the “Measurement Period”) if

the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures

set forth below, for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per

share of Common Stock on such Trading Day and the Conversion Rate in effect immediately after the Close of Business on such Trading Day.

The condition set forth in the preceding sentence is referred to in this Indenture as the “Trading Price Condition.”

The Trading Price will be determined

by the Bid Solicitation Agent pursuant to this Section 5.01(c)(i)(B) and the definition of “Trading Price.”

The Bid Solicitation Agent (if not the Company) will have no obligation to determine the Trading Price of the Notes unless the Company

has requested such determination in writing, and the Company will have no obligation to make such request (or seek bids itself) unless

a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than

98% of the product of the Last Reported Sale Price per share of Common Stock and the Conversion Rate. If a Holder provides such evidence,

then the Company will (if acting as Bid Solicitation Agent), or will instruct the Bid Solicitation Agent to, determine the Trading Price

of the 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 per share of Common Stock on such Trading Day

and the Conversion Rate in effect immediately after the Close of Business on such Trading Day. If the Trading Price Condition has been

met as set forth above, then the Company will notify the Holders, the Trustee and the Conversion Agent of the same. If, on any Trading

Day after the Trading Price Condition has been met as set forth above, 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 per share of Common Stock on such Trading Day and the Conversion

Rate in effect immediately after the Close of Business on such Trading Day, then the Company will notify the Holders, the Trustee and

the Conversion Agent of the same.

- 32 -

Upon Specified Corporate Events.

(I)            Certain

Distributions. If, before June 17, 2030, the Company elects to:

(1)            distribute,

to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder

rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering

event, except that such rights will be deemed to be distributed under this clause (1) upon their separation from the Common Stock

or upon the occurrence of such triggering event) entitling them, for a period of not more than 45 calendar days after the Record Date

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

Reported Sale Prices per share of Common Stock for the ten consecutive Trading Days ending on, and including, the Trading Day immediately

before the date such distribution is announced (determined in the manner set forth in the final paragraph of Section 5.04(b)); or

(2)            distribute,

to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities

(other than a cash distribution required to preserve the Company’s status as a real estate investment trust for U.S. federal income

tax purposes), which distribution per share of Common Stock has a value, as reasonably determined by the Board of Directors, exceeding

10% of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced,

- 33 -

then, in either case, (x) the

Company will send notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion

Agent at least 30 Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if later in the case of any such separation

of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan,

as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur);

and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business

on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take

place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company

will be required to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder

participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution

without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product

of (i) the Conversion Rate in effect immediately after the Close of Business on the Record Date for such distribution; and (ii) the

aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date.

(II)            Certain

Corporate Events. If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change pursuant to

clause (2) of the definition thereof) or Common Stock Change Event occurs (other than a merger or other business combination transaction

that is effected solely to change the Company’s jurisdiction of incorporation and that does not constitute a Fundamental Change

or a Make-Whole Fundamental Change), then, in each case, Holders may convert their Notes at any time from, and including, the effective

date of such transaction or event to, and including, the 35th Trading Day after such effective date (or, if such transaction or event

also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change

Repurchase Date); provided, however, that if the Company does not provide the notice referred to in the immediately following

sentence by such effective date, then the last day on which the Notes are convertible pursuant to this sentence will be extended by the

number of Business Days from, and including, such effective date to, but excluding, the date the Company provides such notice. No later

than the second Business Day after such effective date, the Company will send notice to the Holders, the Trustee and the Conversion Agent

of such transaction or event, such effective date and the related right to convert Notes.

- 34 -

(D)            Conversion

Upon Redemption. If the Company calls any Note for Redemption, then the Holder of such Note may convert such Note at any time before

the Close of Business on the second Business Day immediately before the related Redemption Date (or, if the Company fails to pay the

Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full).

(E)            Conversions

During Free Convertibility Period. A Holder may convert its Notes at any time from, and including, June 17, 2030 until the Close

of Business on the second Scheduled Trading Day immediately before the Stated Maturity.

(ii)            Limitations

and Closed Periods. Notwithstanding anything to the contrary in this Indenture or the Notes:

(A)            Notes

may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day;

(B)            in

no event may any Note be converted after the Close of Business on the second Scheduled Trading Day immediately before the Stated Maturity;

the Company calls any Note for Redemption, then the Holder of such Note may not convert such Note after the Close of Business on the

second Business Day immediately before the applicable Redemption Date (or, if the Company fails to pay the Redemption Price due on such

Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full); and

(D)            a

Holder of a Note may not convert such note if a Fundamental Change Repurchase Notice with respect to such Note has been validly tendered

and not validly withdrawn in accordance with the applicable provisions of Section 4.01.

Section 5.02      Conversion

Procedures. The following procedures shall apply to the conversion of Notes:

(a)            In

respect of Notes held in certificated form, a Holder must (i) complete and manually sign the conversion notice attached to the Note

(the “Conversion Notice”), or facsimile of such Conversion Notice; (ii) deliver such Conversion Notice, which

is irrevocable, and the Note to the Conversion Agent at the office maintained by the Conversion Agent for such purpose; (iii) to

the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish endorsements

and transfer documents as may be required by the Conversion Agent or stock transfer agent; (iv) if required pursuant to Section 5.08

below, pay all transfer or similar taxes; and (v) if required pursuant to Section 5.03(f) below, pay funds equal to interest

payable on the next Interest Payment Date.

- 35 -

(b)            In

respect of a beneficial interest in a Global Note, a Beneficial Owner must comply with the Applicable Procedures for converting a beneficial

interest in a Global Note and, if required pursuant to Section 5.03(f), pay funds equal to interest payable on the next Interest

Payment Date, and if required, taxes or duties, if any.

The date a Holder satisfies

the foregoing requirements, as applicable, is the “Conversion Date” hereunder.

Upon surrender of a certificated

Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver

to the Holder, a new certificated Note in an authorized denomination equal in principal amount to the unconverted portion of the Note

surrendered. Upon the conversion of a beneficial interest in Global Notes, the Conversion Agent shall make a notation in its records

as to the reduction in the principal amount represented thereby.

Section 5.03           Settlement

Upon Conversion.

(a)            Settlement

Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided

in this Article V, either (x) solely cash as provided in Section 5.03(b)(i)(A) (a “Cash Settlement”);

or (y) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided

in Section 5.03(b)(i)(B) (a “Combination Settlement”).

(i)            The

Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any

conversion of a Note; provided, however, that:

(A)            subject

to clause (C) below, all conversions of Notes with a Conversion Date that occurs on or after June 17, 2030 will be settled

using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later

than the Open of Business on June 17, 2030;

(B)            subject

to clause (C) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date

occurs before June 17, 2030, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee

and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;

any Notes are called for Redemption, then (I) the Company will specify, in the related redemption notice sent pursuant to Section 6.04

(and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called

for Redemption), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the

related Redemption Notice Date and on or before the second Business Day before the related Redemption Date; and (II) if such Redemption

Date occurs on or after June 17, 2030, then such Settlement Method must be the same Settlement Method that, pursuant to clause (A) above,

applies to all conversions of Notes with a Conversion Date that occurs on or after June 17, 2030;

- 36 -

(D)            the

Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt,

the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates,

except as provided in clause (A) or (C) above);

(E)            if

the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have

elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute

a Default or Event of Default); and

(F)            if

the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such

Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per

$1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a

Default or Event of Default).

(ii)            The

Company’s Right to Irrevocably Fix or Eliminate Settlement Methods. The Company will have the right, exercisable at its election

by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to (1) irrevocably fix

the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice

is sent to Holders; or (2) irrevocably eliminate any one or more (but not all) Settlement Methods (including eliminating Combination

Settlement with a particular Specified Dollar Amount or range of Specified Dollar Amounts) with respect to all conversions of Notes with

a Conversion Date that occurs on or after the date such notice is sent to Holders, provided, in each case, that (v) in no

event will the Company elect (whether directly or by eliminating all other Settlement Methods) Combination Settlement with a specified

dollar amount that is less than $1,000 per $1,000 principal amount of Notes; (w) the Settlement Method so elected pursuant to clause

(1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must

be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for the avoidance of doubt,

including pursuant to, and subject to, the other provisions of this Section 5.03(a)); (x) no such irrevocable election will

affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture (including

pursuant to Section 10.02(j) or this Section 5.03(a)); (y) upon any such irrevocable election pursuant to clause

(1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon

any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement

Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable

Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such

election, and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that

occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be

effective without the need to amend this Indenture or the Notes, including pursuant to Section 10.02(j) (it being understood,

however, that the Company may nonetheless choose to execute such an amendment at its option).

- 37 -

(iii)            Requirement

to Publicly Disclose the Fixed or Default Settlement Method. If the Company changes the Default Settlement Method pursuant to clause

(x) of the proviso to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant to Section 5.03(a)(ii),

then the Company will either post the Default Settlement Method or fixed Settlement Method(s), as applicable, on its website or disclose

the same in a Current Report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.

(b)            Conversion

Consideration.

(i)            Generally.

Subject to Sections 5.03(b)(ii), 5.03(b)(iii) and Section 5.05(ii), the type and amount of consideration (the “Conversion

Consideration”) due in respect of each $1,000 principal amount of a Note to be converted will be as follows:

(A)            if

Cash Settlement applies to such conversion, cash in an amount equal to the sum of the Daily Conversion Values for each VWAP Trading Day

in the Observation Period for such conversion; or

(B)            if

Combination Settlement applies to such conversion, consideration consisting of (x) a number of shares of Common Stock equal to the

sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for such conversion; and (y) an amount of cash

equal to the sum of the Daily Cash Amounts for each VWAP Trading Day in such Observation Period.

(ii)            Cash

in Lieu of Fractional Shares. If Combination Settlement applies to the conversion of any Note and the number of shares of Common

Stock deliverable pursuant to Section 5.03(b)(i) upon such conversion is not a whole number, then such number will be rounded

down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash

in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) the Daily VWAP on the

last VWAP Trading Day of the Observation Period for such conversion.

(iii)            Conversion

of Multiple Notes by a Single Holder. If a Holder converts more than one Note on a single Conversion Date, then the Conversion Consideration

due in respect of such conversion will (in the case of any Global Note, to the extent permitted by, and practicable under, the Applicable

Procedures) be computed based on the total principal amount of Notes converted on such Conversion Date by such Holder.

- 38 -

(iv)            Notice

of Calculation of Conversion Consideration. If any Note is to be converted, then the Company will determine the Conversion Consideration

due thereupon promptly following the last VWAP Trading Day of the applicable Observation Period and will promptly thereafter send notice

to the Trustee and the Conversion Agent of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion

Agent will have any duty to make any such determination.

of the Conversion Consideration. Except as set forth in Sections 5.03(e), 5.04(c), 5.04(e), 5.04(f), and Section 5.05(ii), the

Company will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder on or before

the second Trading Day immediately after the last VWAP Trading Day of the Observation Period for such conversion.

(d)            Holder

of Record of Conversion Shares. The Person in whose name any share of Common Stock is issuable upon conversion of any Note will be

deemed to become the holder of record of such share as of the Close of Business on the last VWAP Trading Day of the Observation Period

for such conversion.

(e)            Limitation

on Shares of Common Stock Deliverable Upon Conversion. Notwithstanding anything to the contrary in this Indenture, no Holder will

be entitled to receive shares of Common Stock upon conversion of Notes to the extent (but only to the extent) that such delivery would

result in a violation of the Ownership Limitation. Any purported delivery of shares of Common Stock upon conversion of Notes shall be

void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder violating the

Ownership Limitation. If any delivery of shares of Common Stock owed to a Holder upon conversion is not made, in whole or in part, because

such delivery would result in a violation of the Ownership Limitation, the obligation of the Company to make such delivery shall not

be extinguished, and the Company will make such delivery as promptly as practicable after any such Holder gives notice to the Company

that such delivery would not result in a violation of the Ownership Limitation. For the avoidance of doubt, the restrictions set forth

in this Section 5.03(e) will not affect the Company’ right to elect the Settlement Method applicable to the conversion

of any Note in the manner set forth in this Indenture.

(f)            Payment

of Interest Upon Conversion.

(i)            Upon

conversion, Holders shall not receive any separate cash payment or shares of Common Stock for accrued and unpaid interest, except as

provided in Section 5.03(f)(ii). Upon conversion, the Company’s delivery of the Conversion Consideration will be deemed to

satisfy and discharge in full the Company’s obligation to pay the principal of, and accrued and unpaid interest, if any, on, such

Note to, but excluding, the Conversion Date rather than cause such obligation to be cancelled, extinguished or forfeited. In addition,

subject to Section 5.03(f)(ii), if the Conversion Consideration for a Note consists of both cash and shares of Common Stock, then

accrued and unpaid interest that is deemed to be paid therewith will be deemed to be paid first out of such cash.

- 39 -

(ii)            Notwithstanding

Section 5.03(f)(i), if the Conversion Date for any Note to be converted occurs after the Regular Record Date, Holders of record

of such Note at the Close of Business on such Regular Record Date will receive, on or before the corresponding Interest Payment Date,

interest payable on such Note on such Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion with a Conversion

Date occurring after any Regular Record Date and on or before the immediately following Interest Payment Date must be accompanied by

funds equal to the amount of interest payable on such Interest Payment Date for the Notes so converted; provided, however,

that no such payment need be made:

(A)            if

the Company has specified a Redemption Date that is after such Regular Record Date for the payment of interest and on or prior to the

second Business Day immediately following such Interest Payment Date;

(B)            if

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

Day immediately following such Interest Payment Date;

the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Notes; or

(D)            in

respect of any conversions with a Conversion Date that occurs after the Regular Record Date immediately preceding the Stated Maturity.

Therefore, for the avoidance

of doubt, all Holders on the Regular Record Date immediately preceding the Stated Maturity will receive the full interest payment due

on the Stated Maturity regardless of whether their Notes have been converted following such Regular Record Date.

(g)            Notices.

Whenever a Conversion Date occurs with respect to a Note, the Conversion Agent will, as promptly as possible, and in no event later than

the Business Day immediately following such Conversion Date, deliver to the Company and the Trustee, if it is not then the Conversion

Agent, notice that a Conversion Date has occurred, which notice will state such Conversion Date, the principal amount of Notes converted

on such Conversion Date and the names of the Holders that converted Notes on such Conversion Date.

Section 5.04      Adjustment

of Conversion Rate. The Conversion Rate shall be adjusted as described below, except that the Company will not make any adjustment

to the Conversion Rate if Holders participate (other than in the case of a share split or share combination, or a tender or exchange

offer of the type described in Section 5.04(e) below), solely as a result of holding the Notes, and at the same time and upon

the same terms as holders of Common Stock participate, in any of the transactions described below without having to convert their Notes,

as if such Holders had held a number of shares of Common Stock equal to the applicable Conversion Rate in

effect immediately after the Close of Business on the Record Date for such transaction, multiplied by the principal amount (expressed

in thousands) of Notes held by such Holders.

- 40 -

(a)            If

the Company exclusively issues shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common

Stock, or the Company effects a share split or share combination (in each case, excluding a distribution solely pursuant to a Common

Stock Change Event, as to which Section 5.05 will apply), the Conversion Rate will be adjusted based on the following formula:

where,

CR0 =

the

Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date

for such dividend or distribution, or immediately prior to the Open of Business on the effective

date of such share split or combination, as the case may be;

CR1 =

the Conversion Rate in effect immediately after

the Open of Business on such Ex-Dividend Date or immediately after the Open of Business on

such effective date, as the case may be;

OS0 =

the number of shares of Common Stock outstanding

immediately prior to the Open of Business on such Ex-Dividend Date or immediately prior to

the Open of Business on such effective date, as the case may be; and

OS1 =

the number of the shares of Common Stock that

will be outstanding immediately after giving effect to such dividend or distribution or such

share split or combination, as the case may be.

Any adjustment made to the

Conversion Rate under this Section 5.04(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 of such share split or combination,

as the case may be. If any dividend or distribution of the type described in this Section 5.04(a) is declared but is not so

paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to

pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been

declared. For the avoidance of doubt, if the application of the foregoing formula would result in a decrease in the Conversion Rate,

no adjustment to the Conversion Rate will be made (other than (i) as a result of a share combination or (ii) with respect to

the Company’s right to readjust the Conversion Rate).

- 41 -

(b)            If

the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a

period of not more than 45 days after the Record Date for such distribution to subscribe for or purchase shares of Common Stock, at a

price per share less than the average of the Last Reported Sale Prices per share of the Common Stock over the ten consecutive Trading

Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution (other than

rights issued or otherwise distributed pursuant to a preferred stock rights plan, as to which Section 5.04(c) and Section 5.04(h) will

apply), the Conversion Rate will be increased based on the following formula:

where

CR0 =

the Conversion Rate in effect

immediately prior to the Open of Business on the Ex-Dividend Date for such distribution;

CR1 =

the Conversion Rate in effect immediately after the Open

of Business on such Ex-Dividend Date;

OS0 =

the number of shares of Common Stock outstanding immediately

prior to the Open of Business on such Ex-Dividend Date;

X =

the total number of shares of Common Stock issuable pursuant to such

rights, options or warrants; and

Y =

the number of shares of Common Stock equal to the aggregate price

payable to exercise such rights, options or warrants divided by the average of the Last Reported Sale

Prices per share of the Common Stock over the ten consecutive Trading Day period ending on, and including,

the Trading Day immediately preceding the date of announcement of such distribution.

Any increase in the Conversion

Rate made pursuant to this Section 5.04(b) shall be made successively whenever any such rights, options or warrants are distributed

and shall become effective immediately after the Open of Business on the Ex-Dividend Date for such issuance. To the extent that shares

of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be immediately

decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or

warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options

or warrants are not so issued, the Conversion Rate shall be immediately decreased to the Conversion Rate that would then be in effect

if the Ex-Dividend Date for such issuance had not occurred. For the avoidance of doubt, if the application of the foregoing formula would

result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other than with respect to the Company’s

right to readjust the Conversion Rate).

For purposes of 5.01(c)(i)(C)(I)(1) and

this Section 5.04(b), in determining whether any rights, options or warrants entitle the holders of shares of Common Stock to subscribe

for or purchase shares of Common Stock at less than the average of the Last Reported Sale Prices per share of Common Stock for the ten

consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution,

and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received

by the Company for such rights, options or warrants and any amount payable upon exercise, conversion or exchange thereof, the value of

such consideration, if other than cash, to be determined by the Company in good faith.

- 42 -

the Company distributes shares of Capital Stock, evidences of its indebtedness or other assets or property of the Company or rights,

options or warrants to acquire Capital Stock of the Company or other securities to all or substantially all holders of Common Stock,

excluding:

(i)            dividends,

distributions, rights, options or warrants as to which an adjustment was effected (or would be effected without regard to the Deferral

Exception) pursuant to Section 5.04(a) or (b) above;

(ii)            rights

issued or otherwise distributed pursuant to a preferred stock rights plan, except to the extent provided in Section 5.04(h);

(iii)            dividends

or distributions paid exclusively in cash and as to which an adjustment was effected (or would be effected without regard to the Deferral

Exception) pursuant to Section 5.04(d) below;

(iv)            a

distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which Section 5.04(e) will

apply;

(v)            a

distribution solely pursuant to a Common Stock Change Event, as to which Section 5.05 will apply; and

(vi)            Spin-Offs

as to which the provisions set forth below in this Section 5.04(c) shall apply;

then the Conversion Rate will be increased based

on the following formula:

where,

CR0 =

the Conversion Rate in effect

immediately prior to the Open of Business on the Ex-Dividend Date for such distribution;

CR1 =

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 per share

of Common Stock for the ten 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 shares of Capital Stock, evidences of indebtedness, assets or property of the Company or

rights, options or warrants to acquire Capital Stock of the Company or other securities to be distributed

with respect to each outstanding share of Common Stock on the Ex-Dividend Date for such distribution.

- 43 -

Any increase in the Conversion

Rate made under the portion of this Section 5.04(c) above will become effective immediately after the Open of Business on the

Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be immediately decreased

to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For the avoidance of doubt,

if the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will

be made (other than with respect to the Company’s right to readjust the Conversion Rate). Notwithstanding the foregoing, if “FMV”

(as defined above) is equal to or greater than “SP0” (as defined above), then, in lieu of the foregoing increase,

each Holder shall receive upon conversion, in respect of each $1,000 principal amount of Notes held by such Holder, the amount and kind

of the Company’s Capital Stock, evidences of the Company’s indebtedness or other assets or property of the Company or rights,

options or warrants to acquire Capital Stock of the Company or other securities that such Holder would have received if such Holder owned

a number of shares of Common Stock equal to the Conversion Rate in effect immediately prior to the Close of Business on the Record Date

for the distribution.

With respect to an adjustment

made in the Conversion Rate pursuant to this Section 5.04(c) where there has been a payment of a dividend or other distribution

on the Common Stock in shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or

other business unit of the Company, where such Capital Stock or similar equity interest is listed or quoted on a U.S. national securities

exchange (or will be so listed or quoted when issued) (the foregoing being referred to as a “Spin-Off”), the Conversion

Rate will be increased based on the following formula:

where,

CR0 =

the Conversion Rate in effect

immediately prior to the Open of Business on the Ex-Dividend Date of such Spin-Off;

CR1 =

the Conversion Rate in effect immediately after the Open

of Business on such Ex-Dividend Date;

FMV0 =

the product of (x) the average of the Last Reported

Sale Prices per share or unit of the Capital Stock or similar equity interest distributed

to holders of Common Stock in the Spin-Off (determined by reference to the definitions of

Last Reported Sale Price, Trading Day and Market Disruption

Event set forth above as if references therein to Common Stock were to such Capital

Stock or similar equity interest) over the first ten consecutive Trading Day period beginning

on, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”);

and (y) the number of shares or units of such capital stock or similar equity interest

distributed per share of Common Stock in the Spin-Off; and

MP0 =

the average of the Last Reported Sale Prices per share

of the Common Stock over the Valuation Period.

- 44 -

Any

increase in the Conversion Rate made under the preceding paragraph shall be determined as of the Close of Business on the last Trading

Day of the Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off;

provided, that in respect of any conversion where any VWAP Trading Day of the applicable Observation Period occurs during the

Valuation Period, the Company will, if necessary, delay the settlement of such conversion until the second Trading Day immediately after

the last Trading Day of the Valuation Period. If any dividend or distribution that constitutes a Spin-Off is declared but not so paid

or made, the Conversion Rate shall be immediately decreased, effective as of the date the Board of Directors determines not to pay 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 the avoidance of doubt, if the application of the foregoing formula would result in a decrease in the Conversion Rate,

no adjustment to the Conversion Rate will be made (other than with respect to the Company’s right to readjust the Conversion

Rate).

(d)            If

the Company pays any cash dividends or distributions to all or substantially all holders of Common Stock, the Conversion Rate will be

increased based on the following formula:

where,

CR0 =

the

Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date

for such dividend or distribution;

CR1 =

the Conversion Rate in effect immediately after

the Open of Business on such Ex-Dividend Date;

SP0 =

the Last Reported Sale Prices per share of Common

Stock on the Trading Day immediately preceding such Ex-Dividend Date; and

C =

the amount in cash per share the Company distributes to holders

of Common Stock.

- 45 -

Any increase in the Conversion

Rate made under this Section 5.04(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 or made, the Conversion Rate shall be immediately

decreased, effective as of the date the Board of Directors determines not to make or pay such dividend or distribution, to be the Conversion

Rate that would then be in effect if such dividend or distribution had not been declared. For the avoidance of doubt, if the application

of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other

than with respect to the Company’s right to readjust the Conversion Rate).

Notwithstanding

the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), then,

in lieu of the foregoing increase, each Holder shall receive upon conversion, for each $1,000 principal amount of Notes held by such

Holder, 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 in effect immediately after the Close of Business on the Record Date for such dividend or distribution.

(e)            If

the Company or any Subsidiary of the Company makes a payment in respect of a tender offer or exchange offer for Common Stock, to the

extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Last Reported

Sale Price per share of the Company’s Common Stock on the Trading Day next succeeding the last date (the “Expiration Date”)

on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate will be increased based on the

following formula:

where,

CR0 =

the

Conversion Rate in effect immediately prior to the Close of Business on the Expiration Date;

CR1 =

the Conversion Rate in effect immediately after

the Close of Business on the Expiration Date;

AC =

the aggregate value of all cash and any other consideration

(as determined by the Company in good faith) paid or payable for shares purchased in such

tender or exchange offer;

OS0 =

the number of shares of Common Stock outstanding

immediately prior to the time such tender or exchange offer expires (before giving effect

to such tender offer or exchange offer);

OS1 =

the number of shares of Common Stock outstanding

immediately after the time such tender or exchange offer expires (after giving effect to

such tender or exchange offer); and

SP1 =

the average of the Last Reported Sale Prices

per share of Common Stock over the ten consecutive Trading Day period (the “Tender/Exchange

Offer Valuation Period”) commencing on, and including, the Trading Day next succeeding

the Expiration Date.

- 46 -

Any increase in the Conversion

Rate made pursuant to this Section 5.04(e) shall be determined as of the Close of Business on the last Trading Day of the Tender/Exchange

Offer Valuation Period but will be given effect immediately after the Close of Business on the Expiration Date; provided, that

in respect of any conversion where any VWAP Trading Day of the applicable Observation Period occurs on the Expiration Date or during

the Tender/Exchange Offer Valuation Period, the Company will, if necessary, delay the settlement of such conversion until the second

Trading Day immediately after the last Trading Day of the Tender/Exchange Offer Valuation Period.

To the extent such tender

or exchange offer is announced but not consummated (including as a result of being precluded from consummating such tender or exchange

offer under applicable law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer are rescinded,

the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis

of only the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer.

For the avoidance of doubt,

if the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will

be made (other than with respect to the Company’s right to readjust the Conversion Rate).

(f)            Notwithstanding

anything to the contrary in this Indenture or the Notes, if:

(i)            a

Note is to be converted pursuant to Combination Settlement;

(ii)            the

Record Date or effective date for any dividend or distribution that requires an adjustment to the Conversion Rate pursuant to (a), (b),

but an adjustment to the Conversion Rate for such event has not yet become effective as of such VWAP Trading Day;

(iii)            the

consideration due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock; and

(iv)            such

shares are not entitled to participate in such event (because they were not held on the related Record Date or otherwise),

then, solely for purposes of such conversion,

the Company will, without duplication, give effect to such adjustment on such VWAP Trading Day. In such case, if the date the Company

is otherwise required to deliver the consideration due upon such conversion is before the first date on which the amount of such adjustment

can be determined, then the Company will delay the settlement of such conversion until the second Trading Day after such first date.

- 47 -

(g)            Notwithstanding

anything to the contrary in this Indenture or the Notes, if:

(i)            a

Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to clause (a), (b), (c) or

(d) or of Section 5.04;

(ii)            a

Note is to be converted pursuant to Combination Settlement;

(iii)            any

VWAP 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 in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock based on a Conversion Rate

that is adjusted for such dividend or distribution; and

(v)            such

shares would be entitled to participate in such dividend or distribution,

then the Conversion Rate adjustment relating

to such Ex-Dividend Date will be made for such conversion in respect of such VWAP Trading Day, but the shares of Common Stock issuable

with respect to such VWAP Trading Day based on such adjusted Conversion Rate will not be entitled to participate in such dividend or

distribution.

(h)            To

the extent that the Company has a stockholder rights plan in effect upon conversion of the Notes into Common Stock, Holders will receive,

in addition to any Common Stock, the rights under the stockholder rights plan, unless prior to any conversion, the rights have separated

from the Common Stock, in which case, and only in such case, the Conversion Rate will be adjusted at the time of separation as if the

Company distributed to all holders its Common stock, shares of its Capital Stock, evidences of indebtedness or assets as described in

clause Section 5.04(c) above, subject to re-adjustment in the event of the expiration, termination or redemption of such rights.

For the avoidance of doubt, the issuance or adoption of any such rights will not result in an adjustment to the Conversion Rate unless

and until such rights have separated from the Common Stock, in which case an adjustment to the Conversion Rate will be made pursuant

to Section 5.04(c) as provided in the immediately preceding sentence.

- 48 -

(i)            Except

as provided herein, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible

into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities.

Except as provided in Sections 5.04(a) through (e), (h), (j) and (k), and Section 5.07, the Company shall not adjust the

Conversion Rate. Without limiting the foregoing, the Conversion Rate will not be adjusted:

(i)            upon

the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest

payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii)            upon

the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee,

director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

(iii)            upon

the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security

not described in the immediately preceding clause (ii) and outstanding as of the date the Notes were first issued;

(iv)            upon

the issuance of any shares of Common Stock for cash or as consideration in a merger, purchase or similar transaction;

(v)            for

a change in the par value of Common Stock;

(vi)            upon

any repurchase of shares of Common Stock in the open market or in privately negotiated transactions by the Company (including by way

of accelerated share repurchase or other derivatives), in each case other than in transactions described under clause Section 5.04(e) above;

(vii)            for

accrued and unpaid interest.

(j)            In

addition to those adjustments required by Sections 5.04(a) through (e) above, and to the extent permitted by law and subject

to the listing standards of The New York Stock Exchange, the Company may from time to time increase the Conversion Rate by any amount

for a period of at least 20 days, if the Board of Directors determines (which determination shall be conclusive) that such increase would

be in the Company’s best interest. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall

deliver to Holders, the Trustee and the Conversion Agent (if other than the Trustee) a notice of the increased Conversion Rate and the

period during which it will be in effect at least 15 days prior to the date the increased Conversion Rate takes effect, in accordance

with applicable law. In addition, subject to the listing standards of The New York Stock Exchange, the Company may also, but is not required

to, increase the Conversion Rate to avoid or diminish income tax to holders of Common Stock or rights to purchase shares of Common Stock

in connection with any dividend or distribution of shares of Common Stock or rights to acquire shares of Common Stock or similar event.

(k)            Adjustments

to the applicable Conversion Rate shall be calculated to the nearest one ten-thousandth (1/10,000th) of a share. If any adjustment of

the Conversion Rate is less than 1% of the applicable Conversion Rate, such adjustment will be carried forward and the adjustment with

respect thereto will be made at the time of and together with any subsequent adjustment which, together with the original adjustment,

aggregate to at least 1% of the applicable Conversion Rate, provided, however, that, regardless of

the 1% threshold, any carry-forward adjustment will be given effect immediately upon (i) the Conversion Date of, or any VWAP

Trading Day of an Observation Period for, any Note (solely with respect to the converted Note); (ii) the

date a Fundamental Change or Make-Whole Fundamental Change occurs; (iii) the date the Company call any Notes for Redemption; and

(iv) June 17, 2030.

- 49 -

Section 5.05      Recapitalizations,

Reclassifications and Changes of Shares of Common Stock. In the event of:

(a)            any

recapitalization, reclassification or change of the Common Stock (other than changes resulting from a share split or combination);

(b)            a

consolidation, merger or combination involving the Company;

sale or conveyance to another person of all or substantially all of the Company’s property and assets; or

(d)            any

statutory share exchange,

in each case as a result of which the Common

Stock would be converted into, or exchanged for, cash, securities or other property or assets (including cash or any combination thereof)

(such an event, a “Common Stock Change Event,” and such cash, securities or other property, the “Reference

Property,” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive

on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of

any security or other property), a “Reference Property Unit”), then:

(i)            from

and after the effective time of such Common Stock Change Event:

(A)            the

consideration due upon conversion of any Note, and the conditions to any such conversion, will be determined in the same manner as if

each reference to any number of shares of Common Stock in Article V (or in any related definitions) were instead a reference to

the same number of Reference Property Units;

(B)            for

purposes of the definition of “Ex-Dividend Date” and “Record Date,” the term “Common Stock” will

be deemed to refer to any class of securities forming part of such Reference Property; and

purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” references to the Company’s

“Common Stock” and “Common Equity” will be deemed to refer to the Common Equity (including depositary receipts

representing common equity), if any, forming part of such Reference Property;

(ii)            if

such Reference Property Unit consists entirely of cash, then (A) each conversion of any Note with a Conversion Date that occurs

on or after the effective date of such Common Stock Change Event will be settled entirely in cash in an amount, per $1,000 principal

amount of such Note being converted, equal to the product of (x) the Conversion Rate in effect on such Conversion Date (including,

for the avoidance of doubt, any increase to such Conversion Rate pursuant to Section 5.07, if applicable); and (y) the amount

of cash constituting such Reference Property Unit; and (B) the Company will settle each such conversion no later than the fifth

Business Day after the relevant Conversion Date; and

(iii)            for

these purposes, (A) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities

will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for

such class of securities in such definition; and (B) the Daily VWAP of any Reference Property Unit or portion thereof that does

not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof

that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable,

determined in good faith by the Company (or, in the case of cash denominated in U.S. Dollars, the face amount thereof).

- 50 -

For purposes of the foregoing,

if the Reference Property of a Common Stock Change Event consists of more than a single type of consideration (determined based in part

upon any form of stockholder election), then the composition of the Reference Property Unit will be deemed to be the weighted average

of the types and amounts of Reference Property received, per share of Common Stock, by the holders of the Common Stock. If such Common

Stock Change Event also constitutes a Fundamental Change, a Holder may require the Company to repurchase all or a portion of its Notes

to the extent provided in Section 4.01. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the

Trustee) of the composition of the Reference Property Unit as soon as practicable after such determination is made.

The Company shall not become

a party to any Common Stock Change Event unless its terms are consistent with this Section 5.05. The above provisions of this Section shall

similarly apply to successive Common Stock Change Events.

On or before the effective

date of each Common Stock Change Event, the Company shall execute with the Trustee a supplemental indenture permitted under Article X

giving effect to the provisions of Section 5.05 with respect to such Common Stock Change Event.

Section 5.06      Adjustments

of Prices. Whenever any provision of this Indenture requires the Company to calculate Last Reported Sale Prices over a span of multiple

days (including (x) with respect to the “Stock Price” for purposes of a Make-Whole Fundamental Change; or

(y) to calculate Daily VWAPs over an Observation Period), the Company will make appropriate adjustments 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, Record Date, effective date or Expiration Date, as applicable, of the event occurs, at any time during the period during which

such prices are to be calculated.

Section 5.07      Adjustment

to Conversion Rate Upon Conversion Upon Make-Whole Fundamental Changes.

(a)            If

the Effective Date of a Make-Whole Fundamental Change occurs prior to the Stated Maturity with respect to any Note and the Holder of

such Note elects to convert such Note in connection with such Make-Whole Fundamental Change, then the Company shall increase the Conversion

Rate applicable to such conversion by a number of additional shares of Common Stock (the “Additional Shares”) as set

forth below. A conversion of a Note with respect to which a Make-Whole Fundamental Change has occurred shall

be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the Conversion Date for such

conversion occurs during the Make-Whole Fundamental Change Conversion Period for such Make-Whole Fundamental

Change.

- 51 -

(b)            The

number of Additional Shares by which the Conversion Rate will be increased for the conversion of any Note converted in connection with

a Make-Whole Fundamental Change occurring with respect to such Note shall be determined by reference to the table attached as Schedule

A hereto, based on the Effective Date and the Stock Price for such Make-Whole Fundamental Change.

Stock Prices set forth in the first row (i.e., the column headers) of the table in Schedule A hereto shall be adjusted

as of any date on which the Conversion Rate is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable

immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such

adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of

Additional Shares set forth in such table shall be adjusted in the same manner as the Conversion Rate as set forth in Sections 5.04(a) through

(e).

(d)            The

exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case:

(i)            if

the Stock Price is between two stock price amounts in the table or the Effective Date is between two Effective Dates in the table, the

number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for

the higher and lower stock prices and the two dates, as applicable, based on a 365- or 366-day year, as applicable;

(ii)            if

the Stock Price is greater than $46.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column

headings of the table in Schedule A), no Additional Shares will be added to the Conversion Rate; and

(iii)            if

the Stock Price is less than $3.63 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings

of the table in Schedule A), no Additional Shares will be added to the Conversion Rate.

Notwithstanding the foregoing,

in no event shall the Conversion Rate exceed 275.4820 per $1,000 principal amount of Notes, subject to adjustments in the same manner

as the Conversion Rate as set forth in Section 5.04.

(e)            If

a Holder of Notes elects to convert its Notes prior to the Effective Date of any Fundamental Change, such Holder shall not be entitled

to an increased Conversion Rate in connection with such conversion.

(f)            Any

conversion that entitles the converting Holder to an increase in the Conversion Rate as described in this Section 5.07 shall be

settled as described under Section 5.03.

Section 5.08      Taxes

on Shares Issued. Any issue of shares of Common Stock upon conversions of Notes shall be made without charge to the converting Holder

for any documentary, transfer, stamp or any similar tax in respect of the issue thereof, and the Company shall pay any and all documentary,

stamp or similar issue or transfer taxes that may be payable in respect of the issue or delivery of shares of Common Stock upon conversion

of Notes pursuant hereto. The Company shall not, however, be required to pay any such tax which may be payable in respect of any transfer

involved in the issue and delivery of shares of Common Stock in any name other than that of the Holder of any Notes converted, and the

Company shall not be required to issue or deliver any such shares of Common Stock unless and until the Person or Persons requesting the

issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that

such tax has been paid.

- 52 -

Section 5.09      Reservation

of Shares; Shares to be Fully Paid; Compliance with Governmental Requirements. The Company shall provide, free from preemptive rights,

out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, sufficient Common Stock to provide

for the conversion of the Notes from time to time as such Notes are presented for conversion. To the extent the Company delivers shares

of Common Stock held in its treasury in settlement of the conversion of any Notes, each reference in this Indenture or the Notes to the

issuance of shares of Common Stock in connection therewith will be deemed to include such delivery, mutatis mutandis.

The Company covenants that

all shares of Common Stock that may be issued upon conversion of Notes shall be newly issued shares or treasury shares, shall be duly

authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any lien or adverse

claim.

Section 5.10      Responsibility

of Trustee. Neither the Conversion Agent nor the Trustee has any duty to determine when an adjustment under this Article V should

be made, how it should be made or what it should be. 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 whether any facts exist which may require any adjustment 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 Common Stock, or of any securities or property,

which may at any time be issued or delivered upon the conversion of any Notes; 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 comply with any of the duties, responsibilities or covenants of the Company contained in this Article V. Without limiting the

generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine whether a supplemental

indenture needs to be entered into or the correctness of any provisions contained in any supplemental indenture entered into and may

accept 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. For the avoidance of doubt, neither the Trustee nor the Conversion Agent shall be responsible for making any calculations

under this Article V nor for monitoring the price of the Common Stock.

- 53 -

Section 5.11      Company

Determination Final. Any determination that the Company or its Board of Directors must make pursuant to this Article V shall

be conclusive if made in good faith, absent manifest error.

Article VI.

Redemption; no sinking fund

Section 6.01      Right

of the Company to Redeem the Notes. The Company may redeem the Notes at its option only pursuant to Section 6.01(a).

(a)            REIT

Preservation Redemption. Subject to the other terms of this Article VI, if the Company determines that redeeming the Notes is

necessary to preserve its status as a real estate investment trust for U.S. federal income tax purposes, then, the Company will have

the right, exercisable at its election, to redeem all or part (in a principal amount that is an integral multiple of $1,000) of the Notes

on a Redemption Date occurring prior to the Stated Maturity and established pursuant to Section 6.02, to the extent, and only to

the extent, necessary to preserve the Company’s status as a real estate investment trust for U.S. federal income tax purposes,

for cash in an amount equal to the Redemption Price.

Section 6.02      Redemption

Date. The Redemption Date for any Note to be redeemed will be a Business Day of the Company’s choosing that is no more than

50, nor less than 30, Scheduled Trading Days after the date the related redemption notice is sent pursuant to Section 6.04.

Section 6.03      Redemption

Price. The Redemption Price for any Note to be redeemed will be a cash amount equal to 100% of the aggregate principal amount of

such Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date; provided,

however, that if such Redemption Date is after a Regular Record Date for the payment of interest and on or prior to the corresponding

Interest Payment Date, then (x) the Company will pay, on or before such Interest Payment Date, the full amount of accrued and unpaid

interest payable on such Note on such Interest Payment Date to the Holder of such note at the Close of Business on such Regular Record

Date; and (y) the Redemption Price will not include such accrued and unpaid interest.

Section 6.04      Notice

of Redemption. The Company will send to each applicable Holder notice of any redemption with a copy to the Trustee pursuant to Section 6.01

containing the following information: (a) the Redemption Date; (b) the Redemption Price; (c) the name and address of the

Paying Agent; (d) if any Notes are being redeemed in part, the portion of the principal amount of such Notes to be redeemed; (e) that

Notes (other than Global Notes) called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; (f) the

CUSIP number, if any, of the Notes being redeemed; (g) 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, will cease to accrue on and after the Redemption Date (except as provided

in Section 6.03 with respect to a Redemption Date that is after a Regular Record Date for the payment of interest and on or prior

to the corresponding Interest Payment Date); (x) that the right of any Holder of such Note to convert such Note will expire at the

Close of Business on the Business Day immediately before the Redemption Date; (y) a brief summary of the procedures a Holder must

follow to convert such Note; and (z) the current Conversion Rate (and any adjustments thereto that have been deferred, and not given

effect, pursuant to the Deferral Exception). Each notice of redemption, once sent, will be irrevocable, subject to the right of Holders

to convert any Notes called for redemption.

- 54 -

Section 6.05      Redemption

Prohibited in Certain Circumstances. Notwithstanding anything to the contrary in this Article VI,

no Notes may be redeemed on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded,

on or prior to such date (except in the case of an acceleration resulting from a default by the Company in the payment of the applicable

Redemption Price with respect to such Notes).

Section 6.06      Partial

Redemptions. If only a portion of a Note is subject to redemption pursuant to Section 6.01 and such Note is converted in part,

then the converted portion of such Note will be deemed to be from the portion of such Note that was subject to redemption.

Section 6.07      Special

Provisions for Partial Calls. If the Company elects to call less than all of the outstanding Notes for Redemption pursuant to Section 6.01(a),

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 27th 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 Business Day immediately

before such Redemption Date, and each such conversion will be deemed to be of a Note called for Redemption for purposes of Section 6.01(a) and

for purposes of Section 5.07.

Section 6.08      No

Sinking Fund. No sinking fund is provided for the Notes.

Article VII.

Remedies

Section 7.01      Events

of Default.

(a)            “Event

of Default,” wherever used herein, means any one of the following events:

(i)            default

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

(ii)            default

in the payment of the principal of any Note when due and payable at its Stated Maturity, upon redemption or required repurchase, upon

declaration of acceleration or otherwise;

(iii)            default

in the Company’s obligation to deliver the consideration required to be delivered upon conversion of the Notes, and such default

continues for five Business Days;

- 55 -

(iv)            failure

by the Company to comply with its obligations under Article VIII; or

(v)            failure

by the Company to send (x) a Fundamental Change Repurchase Right Notice in accordance with Section 4.01; or (y) a notice

pursuant to Section 5.01(c)(i)(C), if, in the case of any notice set forth in clause (x) or (y) other than a notice pursuant

to Section 5.01(c)(i)(C)(I), such failure is not cured within five days after its occurrence;

(vi)            failure

by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% 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;

(vii)            default

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

or by which there may be secured or evidenced, any debt for money borrowed (other than non-recourse debt of a Subsidiary of the Company)

in excess of $25,000,000 in the aggregate of the Company and/or such Subsidiary, whether such debt now exists or shall hereafter be created,

which default results (i) in such debt becoming or being declared due and payable, and such debt has not been discharged in full

or such declaration rescinded or annulled within 60 days or (ii) from a failure to pay the principal of any such debt when due and

payable at its Stated Maturity, upon required repurchase, upon declaration of acceleration or otherwise, and such defaulted payment shall

not have been made, waived or extended within 60 days;

(viii)            a

final judgment for the payment of $25,000,000 or more (excluding any amounts covered by insurance) rendered against the Company or any

of its Subsidiaries, which judgment is not discharged, stayed, vacated, paid or otherwise satisfied 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;

(ix)            the

Company or any of its Significant Subsidiaries shall commence a voluntary case or other proceeding seeking liquidation, reorganization

or other relief with respect to itself 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 of its Significant

Subsidiaries or any substantial part of its respective property, or shall consent to any such relief or to the appointment of or taking

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

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

(x)            an

involuntary case or other proceeding shall be commenced against the Company or any of its Significant Subsidiaries seeking liquidation,

reorganization or other relief with respect to it 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 of

its Significant Subsidiaries or any substantial part of its respective property, and such involuntary case or other proceeding shall

remain undismissed and unstayed for a period of 60 consecutive days.

- 56 -

Section 7.02          Acceleration

of Maturity; Rescission and Annulment.

(a)            If

an Event of Default occurs and is continuing, the Trustee, by notice to the Company, or the Holders of at least 25% in principal amount

of the outstanding Notes, by notice to the Company and the Trustee, may, declare 100% of the principal of and accrued and unpaid interest

on all Notes to be due and payable. Upon such a declaration, such principal and accrued and unpaid interest shall become due and payable

immediately. However, upon an Event of Default arising out of Sections 7.01(a)(ix) and (x) (except, in either case, solely

with respect to any one or more Significant Subsidiary), the aggregate principal amount and accrued and unpaid interest shall be due

and payable immediately without notice from the Trustee or Holders.

Notwithstanding

the foregoing, at the election of the Company, the sole remedy with respect to an Event of Default for the failure by the Company to

comply with its obligations as set forth in Section 3.03 (any such Event of Default, a “Reporting Event of Default”)

shall, for the first 365 days after the occurrence of such Reporting Event of Default, consist exclusively of the right to receive additional

interest (the “Reporting Additional Interest”) on the Notes at an annual rate equal to (i) 0.25% per annum of

the principal amount of the Notes outstanding for each day during the first 185-day period on which such Reporting Event of Default is

continuing beginning on, and including, the date on which such Reporting Event of Default first occurs and (ii) 0.50% per annum

of the principal amount of the Notes outstanding for each day during the 180-day period on which such Reporting Event of Default is continuing

beginning on, and including, the 186th day on which such Reporting Event of Default is continuing. In no event will the combined rate

of the Reporting Additional Interest and Rule 144A Additional Interest exceed a total rate of 0.50% per annum on any Note,

regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. If the Company so

elects, the Reporting Additional Interest shall be payable as provided in subsections (e) and (g) of Section 3.08. On

the 366th day after such Reporting Event of Default (if the Reporting Event of Default is not cured or waived prior to such

366th day), the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes may declare the principal

of and accrued and unpaid interest on all such Notes to be due and payable immediately (and, for the avoidance of doubt, Reporting Additional

Interest will cease to accrue). The provisions of this Section 7.02 shall not affect the rights of Holders in the event of the occurrence

of any other Event of Default. In the event the Company does not elect to pay Reporting Additional Interest following a Reporting Event

of Default in accordance with this paragraph or the Company elected to make such payment but does not pay such Reporting Additional Interest

when due, the Notes shall be immediately subject to acceleration as provided above. In no event shall Additional Interest payable pursuant

to the foregoing election accrue at a rate per year in excess of the applicable rate specified in this paragraph, regardless of the number

of events or circumstances giving rise to requirements to pay such Additional Interest pursuant to this paragraph. With regard to any

Reporting Event of Default, no Reporting Additional Interest shall accrue after such Reporting Event of Default has been cured.

- 57 -

(b)            If

the Company elects to pay Reporting Additional Interest as the sole remedy during the first 365 days after the occurrence of a Reporting

Event of Default, the Company shall notify in writing the Holders, the Trustee and the Paying Agent of such election prior to the beginning

of such 365-day period. Upon the Company’s failure to timely give such notice, the Notes will be immediately subject to acceleration

as provided in the first paragraph of Section 7.02(a) above.

Section 7.03          Collection

of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that

(a)            default

is made in the payment of any interest on any Note when such interest becomes due and payable and such default continues for a period

of 30 days, or

(b)            default

is made in the payment of the principal of any Note when due and payable at the Stated Maturity thereof,

the Company will, upon demand of the Trustee,

pay to it, for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal and interest,

and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and on any overdue interest,

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

of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If an Event of Default occurs

and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such

appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific

enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other

proper remedy.

Section 7.04          Trustee

May File Proofs of Claim. In case of any judicial proceeding relative to the Company (or any other obligor upon the Notes),

its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take

any and all actions in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee

shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the

same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding

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

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

and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 11.06.

No provision of this Indenture

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 the Notes 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.

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Section 7.05      Trustee

May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted

and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto,

and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of

judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee,

its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

Section 7.06      Application

of Money Collected. Subject to Article V, any money or property money collected by the Trustee pursuant to this Article shall

be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account

of principal or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender

thereof if fully paid:

First:           To

the payment of all amounts due the Trustee under Section 11.06;

Second:      To

the payment of the amounts then due and unpaid for principal of and interest on the Notes in respect of which or for the benefit of which

such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such

Notes for principal and interest, respectively; and

Third:          The

balance, if any, to the Company.

Section 7.07      Limitation

on Suits. Subject to Section 7.08, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect

to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a)            such

Holder has previously given written notice to the Trustee of a continuing Event of Default;

(b)            the

Holders of at least 25% in principal amount of the outstanding Notes shall have made written request to the Trustee to pursue the remedy;

Holders have offered to the Trustee security or indemnity and/or security satisfactory to it against the loss, liability or expense to

be incurred in compliance with such request;

(d)            the

Trustee has not complied with such request for 60 days after its receipt of such notice and offer of security or indemnity; and

(e)            the

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

Trustee, inconsistent with such written request within such 60-day period,

it being understood and intended 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 Holders, or to obtain or to seek to obtain priority or preference over any other Holders

or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders.

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Section 7.08      Unconditional

Right of Holders to Receive Principal and Interest and to Convert. Notwithstanding any other provision in this Indenture, the Holder

of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note

when due and to convert such Note in accordance with Article V and to institute suit for the enforcement of any such payment and

right to convert, and such rights shall not be impaired without the consent of such Holder.

Section 7.09      Restoration

of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture

and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,

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

severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders

shall continue as though no such proceeding had been instituted.

Section 7.10      Rights

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

stolen Notes in Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended

to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in

addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion

or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate

right or remedy.

Section 7.11      Delay

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

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

therein. Every right and remedy given by this Article VII or by law to the Trustee or to the Holders may be exercised from time

to time, and as often as may be deemed expedient, by the Trustee (subject to the limitations contained in this Indenture) or by the Holders,

as the case may be.

Section 7.12      Control

by Holders. The Holders of a majority in principal amount of the outstanding Notes 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,

provided that:

(a)            such

direction shall not be in conflict with any rule of law or with this Indenture and shall not be unduly prejudicial to the rights

of any other Holder or result in personal liability to the Trustee; provided, however, that the Trustee shall not have

an affirmative duty to determine whether any such direction is prejudicial to any other Holder; and

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(b)            the

Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction or this Indenture;

and provided, further that, if

an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under

this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and/or security

satisfactory to it against any loss, liability or expense.

Section 7.13      Waiver

of Past Defaults and Rescission. The Holders of a majority in principal amount of the outstanding Notes may on behalf of the Holders

of all the Notes:

(a)            waive

any existing Default or Event of Default hereunder and its consequences, except a Default:

(i)            in

the payment of the principal of or accrued and unpaid interest on any Note that remains uncured, or

(ii)            in

respect of the failure to deliver amounts due upon conversion of a Note in accordance with Section 5.01 hereunder, and

(b)            at

any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained

by the Trustee as hereinafter in this Article VII provided, rescind and annul any such declaration of acceleration with respect

to the Notes and its consequences, if:

(i)            such

rescission will 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 or accrued and unpaid interest on any Note or a failure to deliver

amounts due upon conversion of a Note in accordance with Section 5.01 hereunder) have been cured or waived.

Upon any such waiver, 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 shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 7.14      Undertaking

for Costs. 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, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay

the costs of such suit, and may assess costs against any such party litigant; provided, that this Section 7.14 shall not be deemed

to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Trustee, to any suit

by any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the outstanding Notes or in any suit

for the enforcement of the right to convert any Note in accordance with Article V or for the enforcement of the payment of the principal

of or interest on any Note on or after the maturity of such Note, including the Stated Maturity expressed in such Note.

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Section 7.15      Notice

of Default.

The Company shall deliver

to the Trustee, within 30 days after the occurrence of any events that constitute a Default or Event of Default, an Officer’s Certificate

specifying such Default or Event of Default, the status such events and what action the Company is taking or proposes to take with respect

thereof.

Section 7.16      Interest

on Overdue Payments. Payments of any Fundamental Change Repurchase Price, Redemption Price, principal and interest that are not made

when due will accrue interest per annum at the then-applicable interest rate from the required payment date.

Article VIII.

Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.01      Company

May Consolidate, Etc., Only on Certain Terms.

The

Company shall not (x) consolidate with or merge with or into another Person or (y) sell, lease or otherwise transfer all or

substantially all of the property and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than,

in the case of this clause (y), to one or more wholly owned subsidiaries of the Company), unless:

(i)            the

resulting, surviving or transferee Person, if other than the Company, is a Person organized and existing under the laws of the United

States of America, any State thereof or the District of Columbia, and such Person, if not the Company, shall expressly assume, by supplemental

indenture hereto, executed and delivered to the Trustee, all obligations of the Company under the Notes and this Indenture;

(ii)            immediately

after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and

(iii)            the

Company, or the successor Person if other than the Company, has delivered to the Trustee an Officer’s Certificate and an Opinion

of Counsel, each stating that such consolidation, merger, sale, lease or transfer (and, if a supplemental indenture is required in connection

with such transaction, such supplemental indenture) comply with this Article VIII and that all conditions precedent herein provided

for relating to such transaction have been complied with.

Section 8.02      Successor

Substituted.

Upon any transaction referred

to in Section 8.01 in accordance therewith, the successor Person formed by such consolidation or into which the Company is merged

or to which such sale, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of,

the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided,

however, that the predecessor Company will (other than in the case of a lease) be released from all obligations and covenants

under this Indenture and the Notes.

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Article IX.

Satisfaction and Discharge

Section 9.01      Satisfaction

and Discharge of Indenture.

(a)            When

(i) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have

been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and

not theretofore canceled, or (ii) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have

become due and payable, and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash or shares

of Common Stock (or, if applicable, other Reference Property), as applicable, sufficient to pay at the Stated Maturity, upon conversion

of, or upon any Fundamental Change Date or Redemption Date with respect to, all of the Notes (other than any Notes that shall have been

mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered)

not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due or to become due to such

Stated Maturity, Fundamental Change Repurchase Date or Redemption Date, as the case may be, and if the Company shall also pay or cause

to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (A) remaining

rights of registration of transfer, substitution and exchange and conversion of Notes, (B) rights hereunder of Holders to receive

payments of principal of and interest on, the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof

with respect to the amounts, if any, so deposited with the Trustee and (C) the rights, obligations and immunities of the Trustee

hereunder), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel

and at the reasonable cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging

this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly

incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in

connection with this Indenture or the Notes. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the

Company to the Trustee under Section 11.06, and if money shall have been deposited with the Trustee pursuant to this Section 9.01(a),

the provisions of Sections Section 2.03, Section 2.06, Section 2.07, Section 9.02 and Section 9.03 shall survive.

Section 9.02      Application

of Trust Funds.

Subject to the provisions

of Section 9.03, all money deposited with the Trustee pursuant to Section 9.01, shall be held in trust and applied by it, in

accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including

the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest

for whose payment such money has been deposited with or received by the Trustee.

For

the avoidance of doubt, this Section 9.02 shall apply to the cash (and/or shares of Common Stock (or, if applicable, other

Reference Property), if any) deposited with the Trustee pursuant to Section 9.01 and all money or other assets deposited with the

Trustee pursuant to Section 9.01; provided, however that nothing in this Section 9.02 shall obligate or require

the Trustee to hold shares of Common Stock or Reference Property.

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All

monies deposited with the Trustee pursuant to Section 9.01 (and held by it or any Paying Agent) for the payment of Notes subsequently

converted shall be returned to the Company upon Company request.

Section 9.03      Repayment

to Company.

Subject to applicable abandoned

property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal

and interest that remains unclaimed for two years. After that, Holders entitled to the money must look to the Company for payment as

general creditors unless an applicable abandoned property law designates another person.

Section 9.04      Reinstatement.

If the Trustee or the Paying

Agent is unable to apply any money deposited with respect to the Notes in accordance with Section 9.01 by reason of any legal proceeding

or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,

the obligations of the Company under this Indenture with respect to the Notes shall be revived and reinstated as though no deposit had

occurred pursuant to Section 9.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance

with Section 9.01; provided, however, that if the Company has made any payment of principal of or interest on or any

additional amounts with respect to any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the

rights of the Holders to receive such payment from the money held by the Trustee or Paying Agent after payment in full to the Holders.

Article X.

amendments and waivers

Section 10.01      Supplemental

Indentures.

Any Notes held by the Company

or any of its Affiliates shall be disregarded (from both the numerator and the denominator) for purposes of determining whether the Holders

of the requisite aggregate principal amount of the outstanding Notes have consented to a modification, amendment or waiver of the terms

of this Indenture.

Section 10.02      Supplemental

Indentures Without Consent of Holders.

Notwithstanding anything

to the contrary in Section 10.03, without the consent of any Holder, the Company, when authorized by a Board Resolution, and the

Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory

to the Trustee and the Company and/or amend the Notes, for any of the following purposes:

(a)            to

cure any ambiguity, omission, defect or inconsistency;

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(b)            to

provide for the assumption of the Company’s obligations under this Indenture by a successor pursuant to Article VIII;

provide any security for or add guarantees with respect to the Notes;

(d)            to

issue Additional Notes pursuant to Section 2.13;

(e)            to

add to the covenants of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company;

(f)            to

give effect to Section 5.05 in connection with a Common Stock Change Event;

(g)            to

make any other change that does not adversely affect in any material respect the rights of any Holder of outstanding Notes (other than

any Holder that consents to such change);

(h)            to

comply with any requirement of the SEC in connection with any qualification of this Indenture under the Trust Indenture Act of 1939,

as amended and then in effect;

(i)            to

conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Company’s preliminary

offering memorandum dated September 10, 2026 relating to the offering of the Notes, as supplemented by the Company’s pricing

term sheet dated September 10, 2026 relating thereto;

(j)            irrevocably

elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election

or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(a);

and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000

principal amount of Notes applying to the conversion of any Note;

(k)            to

evidence or provide for the acceptance of the appointment of a successor Trustee; or

(l)            to

comply with the Applicable Procedures of the Depositary.

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Section 10.03      Supplemental

Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the outstanding

Notes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Company,

when authorized by a Board Resolution, and the Trustee may 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, of modifying in any manner

the rights of the Holders under this Indenture or waiving any past Default or compliance with any provisions of this Indenture; provided,

however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby,

(a)            reduce

the amount of the Notes the Holders of which must consent to a supplement to this Indenture;

(b)            reduce

the rate, or extend the stated time for payment, of interest (other than Additional Interest) on any Note;

the principal, or extend the Stated Maturity, of any Note;

(d)            make

any change that adversely affects the conversion rights of any Note;

(e)            reduce

any Redemption Price or Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders of the

Notes, the Company’s right to redeem the Notes or its obligation to repurchase the Notes in connection with a Fundamental Change,

whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

(f)            change

the place or currency of payment of principal or interest in respect of any Note;

(g)            impair

the right of any Holder to bring suit for the enforcement of any payment of principal of and interest on, or the Conversion Consideration

due upon conversion of, or any other payment on or with respect to, such Holder’s Notes on or after the due dates therefor;

(h)            adversely

affect the ranking of the Notes as the Company’s senior unsecured indebtedness; or

(i)            make

any change in the amendment provisions which require each Holder’s consent or in the waiver provisions if such change adversely

affects the rights of the Holders of the Notes.

It shall not be necessary

for any Act or consent of Holders under this Section 10.03 to approve the particular form of any proposed supplemental indenture,

but it shall be sufficient if such Act or consent shall approve the substance thereof. The Company may, but shall not be obligated to,

fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date

is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such

supplemental indenture, whether or not such Holders remain Holders after such record date; provided that, unless such consent

shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such

record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further

effect.

Section 10.04      Notices

of Supplemental Indentures. After a supplement under this Article X becomes effective, the Company will send to the Holders

a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request.

Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of

any such supplemental indenture or waiver.

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Section 10.05      Revocation

and Effect of Consents.

Until an amendment set forth

in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every

subsequent Holder of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not

made on any Note. However, any such Note or subsequent Holder may revoke the consent as to his Note or portion of a Note if the Trustee

receives the notice of revocation before the date the supplemental indenture or the date the waiver becomes effective.

Any amendment or waiver once

effective shall bind every Holder affected by such amendment or waiver.

Section 10.06      Notation

on or Exchange of Notes.

The

Company or the Trustee, at the Company’s direction, may place an appropriate notation about an amendment or waiver on Notes

thereafter authenticated. The Company in exchange for the Notes may issue and the Trustee shall authenticate upon request new Notes that

reflect the amendment or waiver.

Section 10.07      Trustee

Protected.

In executing, or accepting

the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts

created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 11.01) shall be fully protected in

relying upon an Officer’s Certificate or an Opinion of Counsel or both complying with Section 12.07. The Trustee shall sign

all supplemental indentures upon delivery of such an Officer’s Certificate or Opinion of Counsel or both, except that the Trustee

need not sign any supplemental indenture that adversely affects its rights.

Article XI.

Trustee

Section 11.01      Duties

of Trustee.

(a)            If

an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and

use the same degree of care and skill in their exercise as a prudent person would exercise or use in the conduct of such person’s

own affairs under the same circumstances.

(b)            Except

during the continuance of an Event of Default:

(i)            The

Trustee need perform only those duties that are specifically set forth in this Indenture and no others.

(ii)            In

the absence of willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness

of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished to the Trustee and conforming to

the requirements of this Indenture; provided, however, that, in the case of any such Officer’s Certificates or Opinions

of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officer’s

Certificates and Opinions of Counsel to determine whether or not they conform to the form requirements of this Indenture.

- 67 -

Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,

except that:

(i)            This

paragraph does not limit the effect of this Section 11.01.

(ii)            The

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

was negligent in ascertaining the pertinent facts.

(iii)            The

Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to the Notes in good

faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Notes 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 with respect to the Notes in accordance with Section 7.12(b).

(d)            Every

provision of this Indenture that in any way relates to the Trustee is subject to this Section 11.01 and to Section 11.02.

(e)            The

Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against the costs,

expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power.

(f)            The

Trustee shall not be liable for interest on (or the investment of) any money received by it except as the Trustee may agree in writing

with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)            No

provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance

of any of its duties, or in the exercise of any of its rights or powers, if adequate indemnity against such risk is not assured to the

Trustee in its satisfaction.

(h)            The

Paying Agent, the Conversion Agent, the Registrar and any authenticating agent shall be entitled to the protections and immunities as

are set forth in paragraphs (e), (f) and (g) of this Section 11.01 and in Section 11.02, each with respect to the

Trustee.

Section 11.02      Rights

of Trustee.

(a)            The

Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other

paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the

proper person. The Trustee need not confirm or investigate the accuracy of mathematical calculations or any fact or matter stated in

the document.

- 68 -

(b)            Before

the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee

shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion

of Counsel.

Trustee may act through attorneys or agents and shall not be responsible for the acts or omissions of any such attorney or agent appointed

with due care. No Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission

by any Depositary.

(d)            The

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

or powers, provided that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e)            The

Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and

protection in respect of any action taken, suffered or omitted by it hereunder without willful misconduct or negligence and in reliance

thereon.

(f)            The

Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction

of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs,

expenses and liabilities which might be incurred by it in compliance with such request or direction.

(g)            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, judgment, bond, debenture, note, other evidence of indebtedness 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.

(h)            The

Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual

knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee

at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(i)            In

no event shall the Trustee be liable to any person for special, punitive, indirect, consequential or incidental 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.

- 69 -

(j)            The

permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do

so.

(k)            The

Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized

at such time to take specified actions pursuant to this Indenture, which 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.

(l)            Any

request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Order or any resolution of the Board

of Directors may be sufficiently evidenced by a Board Resolution.

(m)            The

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

Section 11.03      Individual

Rights of Trustee.

The

Trustee in its individual or any other capacity may become the owner or pledgee of the Notes and may otherwise deal with the Company

or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

The Trustee is also subject to Section 11.09.

Section 11.04      Trustee’s

Disclaimer.

The

Trustee makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s

use of the proceeds from the Notes, and it shall not be responsible for any statement in the Notes other than its authentication.

Section 11.05      Notice

of Defaults.

a Default or Event of Default occurs and is continuing with respect to the Notes and if it is actually known to a Responsible Officer

of the Trustee, the Trustee shall send to each Holder notice of a Default or Event of Default within 90 days after the Trustee obtains

actual knowledge thereof; provided, however, that, except in the case of a Default or Event of Default in payment of principal

of or interest on the Notes, the Trustee may withhold the notice if and so long as a Responsible Officer of the Trustee in good faith

determines that withholding the notice is in the interests of the Holders.

Section 11.06      Compensation

and Indemnity.

The

Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time

agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.

The Company shall reimburse the Trustee upon request for all reasonable out of pocket expenses incurred by it. Such expenses shall include

the reasonable compensation and expenses of the Trustee’s agents and counsel.

- 70 -

The

Company shall indemnify and hold harmless the Trustee (including the cost of defending itself) against any cost, expense (including attorneys’

fees) or liability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by

it (except as set forth in the next paragraph) in the performance of its duties under this

Indenture as Trustee or Agent (whether brought by the Company, any Holder or any third party), including those incurred with respect

to enforcement of its right to indemnity hereunder. The Trustee shall notify the Company promptly of any claim by a third party for which

it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless

and to the extent that the Company is materially prejudiced thereby. Except for claims involving the Company, the Company shall defend

the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel (plus one local counsel, if applicable,

in each applicable jurisdiction) and the Company shall pay the fees and expenses of such counsel. The Company need not pay for any settlement

made without its consent, which consent will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees,

shareholders and agents of the Trustee.

The

Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director,

employee, shareholder or agent of the Trustee through willful misconduct or negligence.

secure the Company’s payment obligations in this Section 11.06, the Trustee shall have a lien prior to the Notes on all money

or property held or collected by the Trustee, except that held in trust to pay principal of and interest on the Notes. Such lien will

survive the satisfaction and discharge of this Indenture and the resignation, removal or replacement of the Trustee.

When

the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(a)(ix) or Section 7.01(a)(x) occurs,

the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

The

provisions of this Section shall survive the satisfaction and discharge or termination

of this Indenture, the repayment of the Notes and the resignation or removal of the Trustee.

Section 11.07      Replacement

of Trustee.

resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s

acceptance of appointment as provided in this Section 11.07.

The

Trustee may resign with respect to the Notes by so notifying the Company at least 30 days prior to the date of the proposed resignation.

The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and the Company

at least 30 days prior to the requested date of removal. The Company may remove the Trustee with

respect to the Notes if:

(a)            the

Trustee fails to comply with Section 11.09;

- 71 -

(b)            the

Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

Custodian or public officer takes charge of the Trustee or its property; or

(d)            the

Trustee becomes incapable of acting.

the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint

a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then

outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

a successor Trustee with respect to the Notes does not take office within 60 days after the retiring Trustee resigns or is removed, the

retiring Trustee (at the expense of the Company), the Company or the Holders of at least

a majority in principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after

that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for

in Section 11.06, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have

all the rights, powers and duties of the Trustee with respect to the Notes. A successor Trustee shall mail a notice of its succession

to each Holder. Notwithstanding replacement of the Trustee pursuant to this Section 11.07, the Company’s obligations under

Section 11.06 hereof shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by

it for actions taken or omitted to be taken in accordance with its rights, powers and duties under this Indenture prior to such replacement.

Section 11.08      Successor

Trustee by Merger, Etc..

the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another

corporation, the successor corporation without any further act shall be the successor Trustee, subject to Section 11.09.

Section 11.09      Eligibility;

Disqualification.

There

will at all times be a trustee under this Indenture that is a corporation organized and doing business under the laws of the United States

of America or any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision

or examination by federal or state authorities and that has a combined capital and surplus of at least $25,000,000 as set forth in its

most recent published annual report of condition.

Article XII.

Miscellaneous

Section 12.01      Governing

Law; Waiver of Jury Trial. THIS INDENTURE AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS

INDENTURE OR THE NOTES, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND

THE TRUSTEE 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 BY THE INDENTURE OR THE NOTES.

- 72 -

Section 12.02      Submission

to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon the Indenture or the transactions contemplated

by this Indenture may be instituted in the federal courts of the United States of America located in the City of New York or the courts

of the State of New York, in each case located in the City of New York (collectively, the “Specified Courts”), and

each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any

process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s

address set forth in Section 12.06 will be effective service of process for any such suit, action or proceeding brought in any such

court. Each of the Company, the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection

to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and

agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

Section 12.03      Calculations

in Respect of Notes. The Company shall be responsible for making all calculations called for

hereunder and under the Notes or in connection with a conversion. These calculations include, but are not limited to, determinations

of the Last Reported Sale Price, the daily VWAP of the Company’s Common Stock, the Daily Conversion

Value, the Daily Cash Amount, the Daily Share Amount, accrued interest payable on the Notes and the Conversion Rate on the Notes. The

Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations will be final and

binding on the Holders. The Company shall provide a schedule of the Company’s calculations to each of the Trustee and the Conversion

Agent, and each of the Trustee and the Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations

without independent verification. The Company will send the Company’s calculations to any Holder upon the written request of such

Holder.

Section 12.04      No

Representations or Warranties by the Trustee. The Trustee makes no representations or warranties with respect to the validity or

sufficiency of this Indenture.

Section 12.05      Payments

on Business Days Only.

any Interest Payment Date (other than an Interest Payment Date coinciding with the Stated Maturity or,

in the case of any Note to be repurchased on a Fundamental Change Repurchase Date, an Interest Payment Date coinciding with such Fundamental

Change Repurchase Date) falls on a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding

Business Day and no interest will accrue for such intervening period. If the Stated Maturity falls on a day that is not a Business Day,

the required payment of interest and principal will be made on the next succeeding Business Day and no interest on such payment will

accrue for such intervening period. If a Fundamental Change Repurchase Date falls on a day that is not a Business Day, then the Company

will pay the related the Fundamental Change Repurchase Price promptly following the later of the next succeeding Business Day or the

time of book-entry transfer or the delivery of the relevant Notes as provided in Section 4.01(a).

- 73 -

Section 12.06      Notices.

Any

notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee is duly given if in

writing and delivered in person or mailed by first-class mail, sent by overnight delivery, or sent via electronic transmission:

if to the

Company:

Redwood

Trust, Inc.

One

Belvedere Place, Suite 300

Mill

Valley, CA 94941

Attention:

Corporate Secretary

Telephone:

(415) 389-7373

Facsimile:

(415) 381-1773

with a

copy to:

Latham &

Watkins LLP

355

South Grand Avenue, Suite 400

Los Angeles,

CA 90071

Attention:

Julian Kleindorfer and Ross McAloon

Telephone: (213) 485-1234

if to the

Trustee:

Wilmington

Trust, National Association

Rodney

Square North

1100

North Market Street

Wilmington, DE 19890

Attention:

Redwood Trust, Inc. Administrator

Telephone: (302) 636-6398

Fax: (302) 636-4145

The

Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any

notice or communication to a Holder shall be mailed by first-class mail to its address shown on the register kept by the Registrar. Failure

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

a notice or communication is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether

or not the Holder receives it.

- 74 -

the Company mails a notice or communication pursuant to this Indenture to Holders, it shall

mail a copy to the Trustee and each Agent at the same time.

Notwithstanding

any other provision of this Indenture, where this Indenture or the Notes provides for notice of any event to a Holder of a Global Note

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

procedures of such Depositary, and any notice so given will be deemed to have been given “in writing.”

Section 12.07      Certificate

and Opinion as to Conditions Precedent.

Upon

any request or application by the Company to the Trustee to take any action under this Indenture (other than,

with respect to clause (b) below, the initial authentication of Notes hereunder), the Company shall furnish to the Trustee:

(a)            an

Officer’s Certificate stating that, in the opinion of the signer, all conditions precedent, if any, provided for in this Indenture

relating to the proposed action have been complied with; and

(b)            an

Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 12.08      Statements

Required in Certificate or Opinion.

Each

certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a)            a

statement that the person making such certificate or opinion has read such covenant or condition;

(b)            a

brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express

an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)            a

statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Section 12.09      Rules by

Trustee and Agents.

The

Trustee may make reasonable rules for action by or a meeting of Holders. Any Agent may make reasonable rules and set reasonable

requirements for its functions.

- 75 -

Section 12.10      No

Recourse Against Others.

director, officer, employee or stockholder (past or present), as such, of the Company shall not have any liability for any obligations

of the Company under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.

Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the

issue of the Notes.

Section 12.11      Counterparts.

This

Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed

shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies

of this Indenture and of signature pages by telecopier, facsimile or other electronic

transmission (e.g., a “.pdf” or “.tif”) 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 telecopier, facsimile or other electronic transmission (e.g., a “.pdf” or “.tif”) shall be deemed to be their

original signatures for all purposes. The words “execution,” “signed,” “signature,” and words of

similar import in this Indenture and the Notes or any of the transactions contemplated hereby (including amendments, waivers, consents

and other modifications) shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each

of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based recordkeeping system,

as the case may be, to the extent and as provided for under applicable law, including the Federal Electronic Signatures in Global and

National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the New York State Electronic Signatures and Records Act of 1999 (N.Y.

State Tech. §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act; provided

that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures

in any form or in any format unless expressly agreed to by the Trustee pursuant to reasonable procedures approved by the Trustee.

Section 12.12      No

Adverse Interpretation of Other Agreements.

This

Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such

indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.13      Successors.

All

agreements of the Company in this Indenture and the Notes shall bind its successor. All agreements of the Trustee in this Indenture shall

bind its successor.

Section 12.14      Severability.

case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability

of the remaining provisions shall not in any way be affected or impaired thereby. This Indenture and the Exhibits hereto set forth the

entire agreement and understanding of the parties related to this transaction and supersede all prior agreements and understandings,

written or oral.

- 76 -

Section 12.15      Table

of Contents, Headings, Etc..

The

Table of Contents, Cross Reference Table, 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 12.16      Force

Majeure.

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, any act or provision of any present

or future law or regulation or governmental authority, earthquakes, fires, floods, strikes, work stoppages, labor disputes, acts of civil

or military or governmental actions, accidents, acts of war or terrorism, civil or military disturbances, sabotage, riots, nuclear or

natural catastrophes, pandemics, epidemics or other public health emergencies, or acts of God, and interruptions, loss or malfunctions

of utilities, communications or computer (software and hardware) services, or the unavailability of the Federal Reserve Bank wire or

telex or other wire or communication facility, it being understood that the Trustee shall use reasonable best efforts which are consistent

with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 12.17      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; Signature Page Follows]

- 77 -

Witness Whereof, the parties hereto have caused this Indenture to be duly executed as of

the day and year first above written.

Redwood Trust, Inc.

By:

/s/

Brooke E. Carillo

Name: Brooke E. Carillo

Title: Chief Financial Officer and Executive Vice

President

[Signature

Page to the Indenture]

Witness Whereof, the parties hereto have caused this Indenture to be duly executed as of

the day and year first above written.

Wilmington

Trust, National Association, as Trustee

By:

/s/

Michael H. Wass

Name: Michael H. Wass

Title: Vice President

[Signature

Page to the Indenture]

Schedule

Make-Whole

Table

The

following table sets forth the hypothetical Stock Prices and the number of Additional Shares by which the Conversion Rate will be increased

per $1,000 principal amount of the Notes in the event of a Make Whole Fundamental Change:

Stock

Price

Effective

Date

$3.63

$4.00

$4.40

$4.90

$6.00

$8.00

$12.00

$17.00

$23.00

$30.00

$38.00

$46.00

September 15,

2026

71.4212

59.3700

50.1159

42.0365

31.3950

21.5438

12.3058

6.9206

3.6139

1.5717

0.4271

0.0000

September 15,

2027

71.4212

52.8025

42.9136

34.7903

25.1633

17.1913

9.9108

5.6571

3.0196

1.3507

0.3724

0.0000

September 15,

2028

71.4212

46.9475

35.4545

26.7156

18.0383

12.2413

7.1275

4.1329

2.2639

1.0550

0.3061

0.0000

September 15,

2029

71.4212

46.4434

27.6705

17.1044

9.6383

6.5313

3.8400

2.2594

1.2700

0.6197

0.1916

0.0000

September 15,

2030

71.4212

45.9392

23.2119

0.0000

SA-1

Exhibit A

[FORM OF

FACE OF NOTE]

NO AFFILIATE

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

144 UNDER THE SECURITIES ACT) OF REDWOOD TRUST, INC. DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE

ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.

Include

the following legend for Global Notes only (the “Global Securities Legend”):]

[THIS NOTE

IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE

OF THE DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY

IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE

OF THE DEPOSITORY, BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY

SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITORY.]

[Include

the following legend on all Notes that are Restricted Notes (the “Restricted Securities Legend”):]

[THE OFFER

AND SALE OF THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD 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 THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE

OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:

(A) TO

THE COMPANY OR ANY SUBSIDIARY THEREOF;

(B) PURSUANT

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

A-1

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

(D) PURSUANT

TO RULE 144 UNDER THE SECURITIES ACT; OR

(E) PURSUANT

TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT.

BEFORE

THE REGISTRATION OF ANY SALE OR TRANSFER IN ACCORDANCE WITH (2)(C), (D) OR (E) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR

RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE

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

LAWS. 1]

This paragraph and the immediately preceding paragraph will be deemed to be removed from the face

of this Note at such time when the Company delivers written notice to the Trustee of such deemed removal pursuant to Section 2.06(e)(iv)

of the Indenture.

A-2

Redwood

Trust, Inc.

7.00% Convertible

Senior Notes due 2030

No. [__]

Initially

U.S. $[__]

[CUSIP:      [__]]2

[ISIN:      [__]]3

Redwood

Trust, Inc., a corporation duly incorporated and validly existing under the laws of the State of Maryland (herein called the “Company,”

which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received hereby promises

to pay to Cede & Co., or registered assigns, the principal sum of [__] U.S. Dollars ($[__]) [(which amount may from time to

time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, in accordance with

the rules and procedures of the Depositary and in accordance with the below referred Indenture)]4 on

September 15, 2030.

The

original issue date of this Note is [__].

Reference

is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the

same effect as though fully set forth at this place. Capitalized terms used but not defined herein shall have such meanings as are ascribed

to such terms in the Indenture.

This

Note shall be governed by, and construed under, the laws of the State of New York.

[Remainder

of Page Intentionally Left Blank; Signature Page Follows]

At such time as the Company notifies the Trustee that, pursuant to Section 2.06(e)(iv) of the Indenture,

the restrictive legend affixed to this certificate is deemed to be removed, the CUSIP number for this Security shall be deemed to be

CUSIP No. [__].

At such time as the Company notifies the Trustee that, pursuant to Section 2.06(e)(iv) of Indenture,

the restrictive legend affixed to this certificate is deemed to be removed, the ISIN number for this Security shall be deemed to be ISIN

No. [__].

Include bracketed language only if the Note is a Global Note.

A-3

Witness Whereof, the Company has caused this instrument to be duly executed.

Redwood Trust, Inc.

By:

Name:

Title:

Date:

A-4

TRUSTEE’S

CERTIFICATION OF AUTHENTICATION

Wilmington Trust, National Association, as

Trustee, certifies that this is one of the Notes described in the within-mentioned Indenture.

By:

Name:

Title:

Authorized Signatory

Date:

A-5

[FORM OF

REVERSE SIDE OF NOTE]

Redwood

Trust, Inc.

7.00%

Convertible Senior Notes due 2030

This

Note is one of a duly authorized issue of 7.00% Convertible Senior Notes due 2030 (the “Notes”) of the Company issued

under an indenture, dated as of September 15, 2026 (as amended, modified or supplemented, the “Indenture”), between

the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The terms of the Note include

those stated in the Indenture and those set forth in this Note. This Note is subject to all such terms, and Holders are referred to the

Indenture for a statement of all such terms. To the extent permitted by applicable law, if any provision of this Note conflicts with

the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Capitalized terms used but

not defined herein have the meanings assigned to them in the Indenture unless otherwise indicated.

1. Interest.

This

Note shall bear interest at a rate of 7.00% per annum on the principal amount. Interest on this Note shall accrue from,

and including, [__] or from, and including, the most recent date to which interest has been paid or duly provided for, as the case may

be. Interest will be due and payable semi-annually, in arrears, on each March 15 and September 15 of each year, beginning on

[__], to the person in whose name a Note is registered at the Close of Business on the immediately preceding March 1 and September 1,

as the case may be. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. As used in this Note,

references to interest on the Notes will be deemed to include Additional Interest, if any, unless otherwise stated or unless the context

requires otherwise.

Interest

will cease to accrue on the Notes upon payment of the Notes in full at Stated Maturity, conversion of the Notes or repurchase by the

Company at the option of the Holder upon the occurrence of a Fundamental Change.

2. Method

of Payment.

Payment

of the principal of the Notes shall be made at the office or agency of the Paying Agent, Registrar and Conversion Agent designated by

the Company in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public

and private debts, in accordance with Section 3.01(c) of the Indenture.

3. Paying

Agent, Registrar and Conversion Agent.

Initially,

the Trustee will act as Paying Agent, Registrar and Conversion Agent. The Company may change the Paying Agent, Registrar and Conversion

Agent without prior notice to the Holders of the Notes. The Company or any Affiliate of the Company may act as Paying Agent, Registrar

or Conversion Agent.

A-6

4. Repurchase

by the Company at the Option of the Holder Upon a Fundamental Change.

Subject

to the terms and conditions of the Indenture, the Company shall become obligated to repurchase, at the option of any Holder, all or any

portion of the Notes held by such Holder upon a Fundamental Change in principal amounts of $1,000 or integral multiples of $1,000 at

the Fundamental Change Repurchase Price. To exercise such right, a Holder shall deliver to the Paying Agent, and the Paying Agent must

receive, a Fundamental Change Repurchase Notice containing the information set forth in the Indenture, at any time prior to the Close

of Business on the second Scheduled Trading Day immediately preceding the Fundamental Change Repurchase Date, and shall deliver the Notes

to the Paying Agent as set forth in the Indenture.

Holders

have the right to withdraw (in whole or in part) any Fundamental Change Repurchase Notice by delivering to the Paying Agent a written

notice of withdrawal in accordance with the provisions of the Indenture.

5. Redemption.

The

Notes will be subject to redemption at the Company’s option only as provided in Article VI of the Indenture.

6. Conversion.

Subject

to the provisions of the Indenture (including without limitation the conditions of conversion of Notes set forth in Article V of

the Indenture), the Holder hereof has the right, at its option, to convert the principal amount hereof or any portion of such principal

which is $1,000 or an integral multiple thereof, into Conversion Consideration based on the Conversion Rate specified in the Indenture.

The initial Conversion Rate is 204.0608 shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial Conversion

Price of approximately $4.90 per share of Common Stock), subject to adjustment in certain events described in the Indenture.

fractional shares of Common Stock will be issued upon any conversion. The Company shall make payment of an amount in cash, as provided

in the Indenture, in respect of any fraction of a share of Common Stock which would otherwise be issuable upon the surrender of any Notes

for conversion. Notes in respect of which a Holder is exercising its right to require repurchase on a Fundamental Change Repurchase Date

may be converted only if such Holder withdraws its election to exercise such right in accordance with the terms of the Indenture.

Notwithstanding

anything to the contrary in the Indenture, no Holder will be entitled to receive shares of the Common Stock upon conversion of Notes

to the extent (but only to the extent) that such delivery would result in a violation of the Ownership Limitation. If any delivery of

shares of Common Stock owed to a Holder upon conversion is not made, in whole or in part, because such delivery would result in a violation

of the Ownership Limitation, the obligation of the Company to make such delivery shall not be extinguished, and the Company will make

such delivery as promptly as practicable after any such Holder gives notice to the Company that such delivery would not result in a violation

of the Ownership Limitation. For the avoidance of doubt, the restrictions set forth in this paragraph will not affect the Company’

right to elect the Settlement Method applicable to the conversion of any Note in the manner set forth in the Indenture.

A-7

7. Denominations;

Transfer; Exchange.

The

Notes are in fully registered form, without interest coupons, in minimum denominations of

$1,000 of principal amount or in denominations that are any integral multiples of $1,000 in excess thereof. A Holder may register the

transfer of or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate

endorsements and transfer documents and to pay any taxes, assessments or other governmental charges that may be imposed in relation thereto

by law or permitted by the Indenture.

8. Unclaimed

Money or Securities.

The

Trustee and the Paying Agent shall return to the Company upon request any cash or securities held by them for the payment of any amount

with respect to the Notes that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company,

Holders entitled to the cash or securities must look to the Company for payment as general creditors unless an applicable abandoned property

law designates another Person.

9. Amendment,

Supplement and Waiver.

Subject

to certain exceptions, the Notes or the Indenture may be amended or supplemented with the consent of the Holders of at least a majority

in aggregate principal amount of the Notes then outstanding, and an existing Default or Event of Default with respect to the Notes and

its consequence or compliance with any provision of the Notes or the Indenture may be waived, except in certain circumstances described

in the Indenture, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding.

Without the consent of or notice to any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes in the

circumstances set forth in the Indenture.

10. Defaults

and Remedies.

any Event of Default other than as a result of certain events of bankruptcy, insolvency or reorganization of the Company occurs and is

continuing, the principal of all the Notes then outstanding, plus accrued and unpaid interest, may be declared due and payable in the

manner and with the effect provided in the Indenture. If an Event of Default occurs as a result of certain events of bankruptcy, insolvency

or reorganization of the Company, the principal amount of the Notes plus accrued and unpaid interest shall become due and payable immediately

without any declaration or other act on the part of the Trustee or any Holder, all to the extent provided in the Indenture.

11. Authentication.

This

Note shall not be valid until the Trustee or an authenticating agent manually signs the certificate of authentication on the other side

of this Note.

A-8

12. Abbreviations.

Customary

abbreviations may be used in the name of the Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the

entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and UGMA (= Uniform

Gifts to Minors Act).

13. Indenture

to Control; Governing Law.

the extent permitted by applicable law, if any provision of this Note conflicts with the express provisions of the Indenture, the provisions

of the Indenture shall govern and be controlling.

This

Note shall be governed by, and construed under, the laws of the State of New York.

A-9

SCHEDULE

OF EXCHANGES OF NOTES5

The

following exchanges, purchases, repurchases or conversions of a part of this Global Note have been made:

Date

of Decrease or

Increase

Signature

Authorized Signatory

of Trustee or

Custodian

Decrease

in Principal

Amount of this

Global Note

Increase

in Principal

Amount of this

Global Note

Principal

Amount of

this Global Note

Following Such

Decrease or Increase

This schedule is to be included only if the Note is a Global Note.

A-10

ASSIGNMENT

FORM

7.00% Convertible

Senior Notes due 2030

Transfer

Certificate

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, the undersigned confirms that such Note is being transferred:

To Redwood Trust, Inc. or a subsidiary thereof;

To a person that the undersigned reasonably believes

to be a qualified institutional buyer in compliance with Rule 144A under the Securities Act of 1933, as amended.

Date:

Signed:

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

Note: Signatures

must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include

membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature

guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with

the Exchange Act, as amended.

A-11

CONVERSION

NOTICE

you want to exercise the option to convert this Note in accordance with the terms of the Indenture referred to in this Note, check the

box: ¨

convert only part of this Note, state the principal amount to be converted (which must be $1,000 or a multiple of $1,000, provided that

the portion not so converted is in a minimum principal amount of $1,000):

$_________________________________

you want the share certificate, if any, made out in another person’s name, fill in the form below:

(Insert

other person’s social security or tax ID no.)

(Print or

type other person’s name, address and zip code)

Date:

Signed:

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

Note:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements

include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature

guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with

the Exchange Act, as amended.

A-12

FORM OF

FUNDAMENTAL CHANGE REPURCHASE NOTICE

Wilmington

Trust, National Association

Rodney

Square North

1100 North Market Street

Wilmington,

DE 19890

Attention: Redwood Trust, Inc.

Administrator

Telephone:

(302) 636-6398

Fax: (302) 636-4145

Re:

Redwood Trust, Inc. (the “Company”)

7.00% Convertible Senior Notes due 2030

This

is a Fundamental Change Repurchase Notice as defined in Section 4.01(a)(i) of the Indenture, dated as of September 15,

2026, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) (the “Indenture”).

Terms used but not defined herein shall have the meanings ascribed to them in the Indenture.

Certificate

No(s). of Notes: ________________________

intend to deliver the following aggregate principal amount of Notes for repurchase by the Company pursuant to Article IV of the

Indenture (integral multiples of $1,000 with a minimum of $1,000):

$_____________________

hereby agree that the Notes will be repurchased on the Fundamental Change Repurchase Date pursuant to the terms and conditions specified

in the Notes and in the Indenture.

Signed:

A-13

Exhibit B

RESTRICTED

STOCK LEGEND

THE

SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES ACT, AND, ACCORDINGLY,

THIS SECURITY MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT:

(A)            TO

REDWOOD TRUST, INC. OR ANY SUBSIDIARY THEREOF;

(B)            PURSUANT

TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; OR

ANY OTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF

AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).

PRIOR

TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (C) ABOVE, REDWOOD TRUST, INC. AND THE TRANSFER AGENT 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.

B-1

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625428d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

FOR IMMEDIATE RELEASE

Redwood Trust, Inc.

September 10, 2026

Redwood Trust Prices Upsized $185.0 million

Convertible Senior Notes Offering

MILL VALLEY, Calif.—(BUSINESS WIRE)—Redwood

Trust, Inc. (NYSE: RWT; “Redwood” or the “Company”), a leader in expanding access to housing for homebuyers

and renters, today announced that it priced $185,000,000 aggregate principal amount of its 7.00% convertible senior notes due 2030 (the

“Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A

under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the offering was increased

from the previously announced offering size of $150,000,000. Redwood granted the initial purchasers of the Notes an option to purchase,

for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $20,000,000 principal

amount of Notes. The Notes will be senior unsecured obligations of Redwood. The offering is expected to close on September 15, 2026,

subject to the satisfaction of certain closing conditions.

Interest on the Notes will be payable semi-annually

in arrears on March 15 and September 15 of each year, beginning on March 15, 2027; the Notes will mature on September 15,

2030, unless earlier repurchased, redeemed or converted. Upon conversion, holders of the Notes will receive shares of Redwood’s

common stock, together with cash in lieu of any fractional share. If Redwood undergoes a “fundamental change” (as defined

in the offering memorandum relating to the Notes), subject to certain conditions, holders of the Notes may require Redwood to repurchase

all or part of their Notes for cash in an amount equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid

interest, if any.

Before June 17, 2030, holders will have the

right to convert their notes only upon the occurrence of certain events. From and after June 17, 2030, holders may convert their

notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

Redwood will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of its common

stock. However, upon conversion of any notes, the conversion value, which will be determined over a period of multiple trading days, will

be paid in cash up to at least the principal amount of the notes being converted. Any conversions of Notes into shares of Redwood common

stock will be subject to certain ownership limitations set forth in Redwood’s charter documents. The initial conversion rate is

204.0608 shares of common stock per $1,000 principal amount of Notes, equivalent to a conversion price of approximately $4.90 per share,

which represents a premium of approximately 35.0% over the closing price of Redwood’s common stock on September 10, 2026.

Redwood will have the right to redeem the Notes,

in whole or in part, at its option at any time prior to maturity to the extent necessary to preserve its status as a real estate investment

trust for U.S. federal income tax purposes. The redemption price for any Note called for redemption will be a cash amount equal to the

principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any.

Redwood intends to use approximately $129.29 million

of the net proceeds from the offering to repurchase approximately $123.79 million aggregate principal amount of its 7.75% convertible

senior notes due 2027 (the “2027 Notes”) concurrently with the offering in privately negotiated transactions effected through

one of the initial purchasers of the Notes or its affiliate, as Redwood’s agent. Redwood intends to use approximately $20.00 million

of the net proceeds from the offering to repurchase 5,509,641 shares of its common stock concurrently with the offering in privately negotiated

transactions effected through one of the initial purchasers of the Notes or its affiliate, as Redwood’s agent. Redwood intends to

use the remainder of the net proceeds from the offering for general corporate purposes, including funding its operating businesses and

investment activities, such as its Sequoia, Aspire, and CoreVest mortgage banking platforms, acquiring related assets for its Redwood

Investments portfolio, and pursuing strategic acquisitions and investments. Holders of the 2027 Notes that are repurchased in the concurrent

repurchases described above may purchase shares of Redwood’s common stock in the open market to unwind any hedge positions they

may have with respect to the 2027 Notes. Redwood may also conduct further repurchases of its common stock following the pricing of this

offering pursuant to, and in accordance with, its previously disclosed stock repurchase authorization. These activities may affect the

trading price of Redwood’s common stock, and repurchases executed concurrently with the pricing of the offering may have affected

the initial terms of the Notes, including the initial conversion price. In addition, any repurchases of shares of Redwood’s common

stock following the pricing of this offering could affect the trading price of the Notes and, if conducted during an observation period

for the conversion of any Notes, could affect the amount and value of the consideration that is due upon such conversion.

The offer and sale of the Notes and any shares

of common stock issuable upon conversion of the Notes have not been, and will not be, registered under the Securities Act or any other

securities laws, and the Notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction

not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does

not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any shares of common stock issuable upon conversion

of the Notes, nor will there be any sale of the Notes or any such shares, in any state or other jurisdiction in which such offer, sale

or solicitation would be unlawful.

About Redwood Trust

Redwood Trust, Inc. (NYSE: RWT) is a specialty

finance company focused on several distinct areas of housing credit where we provide liquidity to growing segments of the U.S. housing

market not well served by government programs. We deliver customized housing credit investments to a diverse mix of investors, through

our best-in-class securitization platforms, whole-loan distribution activities, joint ventures and our publicly traded shares. We operate

through three core residential housing-focused operating platforms — Sequoia, Aspire, and CoreVest — alongside our complementary

Redwood Investments portfolio which is primarily composed of assets we source through these platforms. Redwood Investments also includes

RWT Horizons®, our unified technology platform spanning internal AI innovation and strategic investments across the ecosystem, which

supports our efforts to develop an AI-first operating model that enables compounding operational leverage and scalable growth. This reflects

how we manage and organize our business and may differ from the manner in which our reportable segments are presented for financial reporting

purposes. Our goal is to provide attractive returns to shareholders through a stable and growing stream of earnings and dividends, capital

appreciation, and a commitment to technological innovation that facilitates risk-minded scale. Redwood Trust is internally managed and

structured as a real estate investment trust for tax purposes.

CAUTIONARY STATEMENT: This press release contains

forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, such

as statements related to the offering and the expected use of the net proceeds. Forward-looking statements involve numerous risks and

uncertainties. Redwood’s actual results may differ materially from those projected, and Redwood cautions investors not to place

undue reliance on the forward-looking statements contained in this release. Forward-looking statements are not historical in nature and

can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,”

“believe,” “intend,” “seek,” “plan,” and similar expressions or their negative forms,

or by references to strategy, plans, or intentions. No assurance can be given that the offering will be completed on the terms described,

or at all, or that the net proceeds of the offering will be used as indicated. Completion of the offering on the terms described, and

the application of net proceeds, are subject to numerous conditions, risks and uncertainties, many of which are beyond the control of

Redwood, including, among other things, those described in Redwood’s filings with the Securities and Exchange Commission. Redwood

undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or

otherwise.

Investor Relations

Phone: 866-269-4976

Email: investorrelations@redwoodtrust.com

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Sep. 10, 2026

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One

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Entity Address, City or Town

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City Area Code

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Local Phone Number

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dei:stateOrProvinceItemType

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Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

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Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

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dei:fileNumberItemType

Balance Type:

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duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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dei_PreCommencementTenderOffer

Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

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Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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- Details

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Name:

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