Form 8-K

8-K — T1 Energy Inc.

Accession: 0001213900-26-084067

Filed: 2026-07-31

Period: 2026-07-31

CIK: 0001992243

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0299867-8k_t1energy.htm (Primary)

EX-4.1 — INDENTURE, DATED AS OF JULY 31, 2026, BETWEEN T1 ENERGY INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE (ea029986701ex4-1.htm)

EX-10.1 — FORM OF NOTE PURCHASE AGREEMENT (ea029986701ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001992243

2026-07-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July

31, 2026

T1 Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41903

93-3205861

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1211 E 4th St.

Austin, Texas 78702

(Address of principal executive offices) (Zip Code)

409-599-5706

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

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

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

The New York Stock Exchange

Indicate by check mark whether the registrant

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

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

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Note Purchase Agreements

On July 31, 2026 (the “Closing Date”),

T1 Energy Inc. (the “Company”) completed its previously announced offering (the “Offering”) to certain qualified

institutional buyers (collectively, the “Purchasers”) of $120.0 million aggregate principal amount of the Company’s

4.75% Convertible Senior Notes due 2031 (the “Convertible Notes”) The Convertible Notes were sold pursuant to note purchase

agreements, each entered into as of July 29, 2026, between the Company and the Purchasers.

The gross proceeds from the sale of the Convertible

Notes was $120.0 million, prior to deducting fees and estimated offering expenses. The Company expects to use the net proceeds of

the Offering for (i) construction and development of infrastructure and purchase of production line equipment relating to Phase 1 of its

G2_Austin solar cell fab (“G2_Austin”) and (ii) general corporate purposes. The net proceeds of the Offering are intended

as a bridge to a comprehensive financing solution, which includes a significant debt component, to fund the remaining capital expenditures

for Phase 1 of G2_Austin that the Company continues to target.

Subject to certain limitations, the Note Purchase

Agreements provide the Purchasers with certain registration rights for the shares of the Company’s common stock issuable upon conversion

of the Convertible Notes. The Note Purchase Agreements require the Company to prepare and file a new registration statement, or a prospectus

supplement to a prospectus that forms a part of an existing registration statement, with the U.S. Securities and Exchange Commission (the

“SEC”) as soon as reasonably practicable but in no event later than 30 calendar days following the Closing Date to register

the resale of the shares underlying the Convertible Notes.

The Note Purchase Agreements otherwise contain

representations and warranties, covenants and other terms customary for an Offering of this type.

The above description of the Note Purchase Agreements

is a summary and is not complete. A copy of the form of Note Purchase Agreement is filed herewith as Exhibit 10.1 to this Current Report

on Form 8-K, and is incorporated herein by reference, and the above summary is qualified by reference to the terms of the Note Purchase

Agreements set forth in such exhibits.

Convertible Notes and Indenture

The Convertible Notes were issued pursuant to

an Indenture, dated as of July 31, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association,

as trustee (in such capacity, the “Trustee”). The Convertible Notes are the senior unsecured obligations of the Company and bear interest at a rate of 4.75% per annum from and including the Closing Date, payable semi-annually in arrears on February 1 and

August 1 of each year, beginning on February 1, 2027. The Convertible Notes will mature on August 1, 2031, unless earlier repurchased,

redeemed or converted.

Before May 1, 2031, holders may convert their

Convertible Notes at their option only in certain circumstances. At any time from, and including, May 1, 2031 until the close of business

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

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

and shares of its common stock, at the Company’s election. The initial conversion rate is 224.0143 shares of the Company’s

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

$4.46 per share of common stock. If a “make-whole fundamental change” (as defined in the Indenture) occurs, or if the Company

calls a holder’s Convertible Notes for redemption, then the Company will in certain circumstances increase the conversion rate for

a specified period of time for holders who convert their Convertible Notes in connection with that make-whole fundamental change, or who

convert their Convertible Notes that are called for such redemption.

The Convertible Notes will not be redeemable prior

to August 6, 2029. The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at the Company’s

option at any time, and from time to time, on or after August 6, 2029 and prior to the 41st scheduled trading day immediately before the

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

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

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

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

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

If a “fundamental change” (as defined

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

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

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

The Convertible Notes are governed by customary

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

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

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

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

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

The above description of the Indenture and the

Convertible Notes is a summary and is not complete. A copy of the Indenture and the form of note representing the Convertible Notes are

filed herewith as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K,

and are incorporated herein by reference, and the above summary is qualified by reference to the terms of the Indenture and the Convertible

Notes set forth in such exhibits.

Item 2.03. Creation of a Direct Financial Obligation

or an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sale of Securities.

The Convertible Notes were sold to the Purchasers

in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities

Act”) provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on

representations made by the Purchasers in the Note Purchase Agreements.

To the extent that any shares of the Company’s

common stock are issued upon conversion of the Convertible Notes, they will be issued in transactions anticipated to be exempt from registration

under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection

with conversion of the Convertible Notes and any resulting issuance of shares of common stock. Initially, a maximum of 32,258,064 shares

of the Company’s common stock may be issued upon conversion of the Convertible Notes based on the initial maximum conversion rate

of 268.8172 shares of common stock per $1,000 principal amount of Convertible Notes, which is subject to customary anti-dilution adjustment

provisions.

The information related to the issuance of the

Convertible Notes set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Cautionary Statement Concerning Forward-Looking

Statements

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

statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report

on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation,

statements with respect to the anticipated use of proceeds from the Offering and the Company’s target to finance the remaining balance

of its capital expenditures relating to Phase 1 of G_2 Austin. These statements are neither promises nor guarantees, but involve known

and unknown risks, uncertainties and other important factors that may cause actual future events, results, or achievements to be materially

different from the Company’s expectations and projections expressed or implied by the forward-looking statements. Important factors

include, but are not limited to, those discussed under the caption “Risk Factors” in the Company’s Annual Report on

Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026, as amended and supplemented by Amendment No. 1 on

Form 10-K/A filed with the SEC on April 30, 2026, and in the Company’s other filings with the SEC, including risks related to: (1)

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

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

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

incur substantially more debt; (viii) remediate the material weakness in the Company’s internal control over financial reporting

or otherwise maintain effective internal control over financial reporting, (ix) qualify for the advanced manufacturing production credit

under Section 45X of the Internal Revenue Code of 1986, as amended, and (x) rely on third-party warranties; (2) the Company’s ability

to secure a comprehensive financing solution to fund the remaining capital expenditure for G2_Austin Phase 1 on favorable terms, or at

all, and the timing of such financing; (3) the concentration of the Company’s operations in Texas and its dependence on a limited

number of suppliers; (4) changes adversely affecting the flow of components and materials from international vendors, the costs of raw

materials, components, equipment, and machinery; (5) general economic and geopolitical conditions, (6) changes in applicable laws or regulations,

including environmental, export control and tax laws and incentives and renewable energy targets, as well as international trade policies,

including tariffs, on the Company’s products and competitive position; (7) the outcome of any legal proceedings relating to the

Company’s products and services, including intellectual property or product liability claims, commercial or contractual disputes,

warranty claims, and other proceedings; and (8) the capital-intensive nature of the Company’s business and its ability to raise

additional capital on attractive terms or service its debt. The above referenced filings are available on the SEC’s website at www.sec.gov.

Forward-looking statements speak only as of the date of this Current Report on Form 8-K and are based on information available to the

Company as of the date of this Current Report on Form 8-K, and the Company assumes no obligation to update such forward-looking statements,

all of which are expressly qualified by the statements in this section, whether as a result of new information, future events or otherwise,

except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

4.1

Indenture, dated as of July 31, 2026, between T1 Energy Inc. and U.S. Bank Trust Company, National Association, as trustee.

4.2

Form of 4.75% Convertible Senior Note due 2031 (included in Exhibit 4.1).

10.1

Form of Note Purchase Agreement.*

104

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

* Certain schedules and exhibits have been omitted pursuant to

Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon

request.

SIGNATURE

Pursuant to the requirements of the Securities

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

authorized.

T1 ENERGY INC.

/s/ Evan Calio

Name:

Evan Calio

Title:

Chief Financial Officer

Date: July 31, 2026

EX-4.1 — INDENTURE, DATED AS OF JULY 31, 2026, BETWEEN T1 ENERGY INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

EX-4.1

Filename: ea029986701ex4-1.htm · Sequence: 2

Exhibit 4.1

INDENTURE

Dated as of July 31, 2026

Between

T1 ENERGY INC.

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

4.75% Convertible Senior Notes due 2031

TABLE OF CONTENTS

Page

Article 1

Definitions; Rules of Construction

Section 1.01 .

Definitions.

Section 1.02 .

References to Interest.

Article 2

Issue, Description, Execution, Registration and Exchange of Notes

Section 2.01 .

Designation and Amount.

Section 2.02 .

Form of Notes.

Section 2.03 .

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

Section 2.04 .

Execution, Authentication and Delivery of Notes.

Section 2.05 .

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

Section 2.06 .

Mutilated, Destroyed, Lost or Stolen Notes.

Section 2.07 .

Temporary Notes.

Section 2.08 .

Cancellation of Notes Paid, Converted, Etc.

Section 2.09 .

CUSIP Numbers.

Section 2.10 .

Additional Notes; Repurchases.

Article 3

Satisfaction and Discharge

Section 3.01 .

Satisfaction and Discharge.

Article 4

Particular Covenants of the Company

Section 4.01 .

Payment of Principal and Interest.

Section 4.02 .

Maintenance of Office or Agency.

Section 4.03 .

Appointments to Fill Vacancies in Trustee’s Office.

Section 4.04 .

Provisions as to Paying Agent.

Section 4.05 .

Existence.

Section 4.06 .

Rule 144A Information Requirement and Annual Reports.

Section 4.07 .

Stay, Extension and Usury Laws.

Section 4.08 .

Compliance Certificate; Statements as to Defaults.

Section 4.09 .

Further Instruments and Acts.

Article 5

Lists of Holders and Reports by the Company and the Trustee

Section 5.01 .

Lists of Holders.

Section 5.02 .

Preservation and Disclosure of Lists.

Article 6

Defaults and Remedies

Section 6.01 .

Events of Default.

Section 6.02 .

Acceleration; Rescission and Annulment.

Section 6.03 .

Additional Interest.

Section 6.04 .

Payments of Notes on Default; Suit Therefor.

Section 6.05 .

Application of Monies Collected by Trustee.

Section 6.06 .

Proceedings by Holders.

Section 6.07 .

Proceedings by Trustee.

Section 6.08 .

Remedies Cumulative and Continuing.

Section 6.09 .

Direction of Proceedings and Waiver of Defaults by Majority of Holders.

Section 6.10 .

Notice of Defaults.

Section 6.11 .

Undertaking to Pay Costs.

Article 7

Concerning the Trustee

Section 7.01 .

Duties and Responsibilities of Trustee.

Section 7.02 .

Reliance on Documents, Opinions, Etc.

Section 7.03 .

No Responsibility for Recitals, Etc.

Section 7.04 .

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

Section 7.05 .

Monies to Be Held in Trust.

Section 7.06 .

Compensation and Expenses of Trustee.

Section 7.07 .

Officer’s Certificate as Evidence.

Section 7.08 .

Eligibility of Trustee.

Section 7.09 .

Resignation or Removal of Trustee.

Section 7.10 .

Acceptance by Successor Trustee.

Section 7.11 .

Succession by Merger, Etc.

Section 7.12 .

Trustee’s Application for Instructions from the Company.

Article 8

Concerning the Holders

Section 8.01 .

Action by Holders.

Section 8.02 .

Proof of Execution by Holders.

Section 8.03 .

Who Are Deemed Absolute Owners.

Section 8.04 .

Company-Owned Notes Disregarded.

Section 8.05 .

Revocation of Consents; Future Holders Bound.

Article 9

Holders’ Meetings

Section 9.01 .

Purpose of Meetings.

Section 9.02 .

Call of Meetings by Trustee.

Section 9.03 .

Call of Meetings by Company or Holders.

Section 9.04 .

Qualifications for Voting.

Section 9.05 .

Regulations.

Section 9.06 .

Voting.

Section 9.07 .

No Delay of Rights by Meeting.

Article 10

Supplemental Indentures and Amendments

Section 10.01.

Supplemental Indentures and Amendments Without Consent of Holders.

Section 10.02.

Supplemental Indentures and Amendments with Consent of Holders.

Section 10.03.

Effect of Supplemental Indentures and Amendments.

Section 10.04.

Notation on Notes.

Section 10.05.

Evidence of Compliance of Supplemental Indenture or Amendment to Be Furnished Trustee.

Article 11

Consolidation, Merger, Sale, Conveyance and Lease

Section 11.01.

Company May Consolidate, Etc. on Certain Terms.

Section 11.02.

Successor Corporation to Be Substituted.

Section 11.03.

Opinion Of Counsel to Be Given to Trustee.

Article 12

Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01.

Indenture and Notes Solely Corporate Obligations.

Article 13

[Intentionally Omitted]

Article 14

Conversion of Notes

Section 14.01.

Conversion Privilege.

Section 14.02.

Conversion Procedure; Settlement Upon Conversion.

Section 14.03.

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

Section 14.04.

Adjustment of Conversion Rate.

Section 14.05.

Adjustments of Prices.

Section 14.06.

Shares to Be Fully Paid.

Section 14.07.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock.

Section 14.08.

Certain Covenants.

Section 14.09.

Responsibility of Trustee.

Section 14.10.

[Reserved].

Section 14.11.

Stockholder Rights Plans.

Section 14.12.

Exchange in Lieu of Conversion.

Article 15

Repurchase of Notes at Option of Holders

Section 15.01.

[Intentionally Omitted].

Section 15.02.

Repurchase at Option of Holders Upon a Fundamental Change.

Section 15.03.

Withdrawal of Fundamental Change Repurchase Notice.

Section 15.04.

Deposit of Fundamental Change Repurchase Price.

Section 15.05.

Covenant to Comply with Applicable Laws Upon Repurchase of Notes.

Article 16

Optional Redemption

Section 16.01.

Optional Redemption on or after August 6, 2029.

Section 16.02.

Redemption Notice.

Section 16.03.

Payment of Notes Called for Optional Redemption.

Section 16.04.

Restrictions on Optional Redemption.

Section 16.05.

Sinking Fund.

Article 17

Miscellaneous Provisions

Section 17.01.

Provisions Binding on Company’s Successors.

Section 17.02.

Official Acts by Successor Entity.

Section 17.03.

Addresses for Notices, Etc.

Section 17.04.

Governing Law; Jurisdiction.

Section 17.05.

Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee.

Section 17.06

Legal Holidays.

Section 17.07

No Security Interest Created.

Section 17.08.

Benefits of Indenture.

Section 17.09.

Table of Contents, Headings, Etc.

Section 17.10.

Authenticating Agent.

Section 17.11.

Execution in Counterparts.

Section 17.12.

Severability.

Section 17.13.

Waiver of Jury Trial.

Section 17.14.

Force Majeure.

Section 17.15.

Calculations.

Section 17.16.

USA PATRIOT Act.

Section 17.17.

Electronic Signatures.

Section 17.18.

Withholding Taxes.

EXHIBIT

Exhibit A

Form of Note

A-1

INDENTURE, dated as of July 31, 2026, between T1

ENERGY INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section 1.01), and

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

set forth in ‎Section 1.01).

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the

Company has duly authorized the issuance of its 4.75% Convertible Senior Notes due 2031 (the “Notes”), initially in

an aggregate principal amount not to exceed $120,000,000, and in order to provide the terms and conditions upon which the Notes are to

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

WHEREAS, the Form of Note, the certificate of authentication

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

and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and

WHEREAS, all acts and things necessary to make

the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as in

this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture the valid, binding and legal obligations

of the Company, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes have in all

respects been duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions

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

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

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

Article

Definitions; Rules of Construction

Section 1.01. Definitions. The terms defined

in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this

Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words “herein,”

“hereof,” “hereunder” and words of similar import refer to this Indenture as a whole and not to any particular

Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular (unless the context

otherwise requires).

“1% Exception” means the provisions

set forth in ‎Section 14.04(k).

“Additional Interest” means

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

“Additional Shares” shall have

the meaning specified in ‎Section 14.03(a).

“Affiliate” of any specified

Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such

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

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

of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative

to the foregoing. Notwithstanding anything to the contrary herein, the determination of whether one Person is an “Affiliate”

of another Person for purposes of this Indenture shall be made based on the facts at the time such determination is made or required to

be made, as the case may be, hereunder.

“Agent” means any Bid Solicitation

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

“Authorized Denomination” shall

have the meaning specified in ‎Section 2.03(a).

“Bid Solicitation Agent” means

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

14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. The Company may, however, appoint another Person to act as

Bid Solicitation Agent at any time without prior notice to Holders.

“Board of Directors” means the

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

“Board Resolution” means a copy

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

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

“Business Combination Event”

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

“Business Day” means, with respect

to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York or commercial banks in New

York are authorized or required by law or executive order to close or be closed.

“Called Notes” means Notes called

for redemption pursuant to Article 16 or subject to a Deemed Redemption.

“Capital Stock” means, for

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

interests in (however designated) stock issued by that entity; provided that debt securities that are convertible into or

exchangeable for Capital Stock shall not constitute Capital Stock prior to their conversion or exchange, as the case may be.

“Cash Settlement” shall have

the meaning specified in ‎Section 14.02(a).

“Certificate of Incorporation”

means the Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time, of the Company.

“Clause A Distribution” shall

have the meaning specified in Section 14.04(c).

“Clause B Distribution” shall

have the meaning specified in Section 14.04(c).

“Clause C Distribution” shall

have the meaning specified in Section 14.04(c).

“close of business” means 5:00

p.m. (New York City time).

“Combination Settlement” shall

have the meaning specified in ‎Section 14.02(a).

“Commission” means the U.S.

Securities and Exchange Commission.

“Common Equity” of any Person

means Capital Stock of such Person that is generally entitled (a) to vote on the election of directors of such Person or (b) if such Person

is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will

control the management or policies of such Person.

“Common Stock” means the common

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

“Company” shall have the meaning

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

assigns.

“Company Order” means a written

order of the Company, signed by the Company’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General

Counsel, or any director of the Board of Directors, and delivered to the Trustee.

“Conversion Agent” shall have

the meaning specified in ‎Section 4.02.

“Conversion Date” shall have

the meaning specified in ‎Section 14.02(c).

“Conversion Obligation” shall

have the meaning specified in ‎Section 14.01(a).

“Conversion Price” means as

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

“Conversion Rate” shall have

the meaning specified in Section 14.01(a).

“Corporate Event” shall have

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

“Corporate Trust Office” means

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

at U.S. Bank Trust Company, National Association, 5065 Wooster Road, Cincinnati, OH 45226, Attn: T1 Energy Notes Administrator (S. Gomes),

or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate

trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the

Holders and the Company).

“Custodian” means the Trustee,

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

“Daily Conversion Value” means,

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

immediately after the close of business on such VWAP Trading Day and (b) the Daily VWAP for such VWAP Trading Day.

“Daily Measurement Value” means

the Specified Dollar Amount (if any), divided by 40.

“Daily Settlement Amount,” for

each of the 40 consecutive VWAP Trading Days during the Observation Period, shall consist of:

(a) cash

in an amount equal to the lesser of (i) the Daily Measurement Value and (ii) the Daily Conversion Value on such VWAP Trading Day; and

(b) if

the Daily Conversion Value exceeds the Daily Measurement Value, a number of shares of Common Stock equal to (i) the difference between

the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the Daily VWAP for such VWAP Trading Day.

“Daily VWAP” means, for each

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

under the heading “Bloomberg VWAP” on Bloomberg page “TE <equity> AQR” (or its equivalent successor if such

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

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

Common Stock on such VWAP Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment

banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours

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

“Deemed Redemption” shall have

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

“Default” means any event that

is, or after notice or passage of time, or both, would be, an Event of Default.

“Defaulted Amounts” means any

amounts on any Note (including, without limitation, the Redemption Price, cash consideration due upon conversion, the Fundamental Change

Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for.

“Depositary” means, with respect

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

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

means or include such successor.

“Distributed Property” shall

have the meaning specified in Section 14.04(c).

“Effective Date” shall have

the meaning specified in ‎Section 14.03(c), except that, as used in ‎Section

14.04 and ‎Section 14.05, “Effective Date” means

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

the relevant share split or share combination, as applicable.

“Event of Default” shall have

the meaning specified in ‎Section 6.01.

“Ex-Dividend Date” means the

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

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

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

“Exchange Act” means the Securities

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

“Exchange in Lieu of Conversion”

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

“Exempted Fundamental Change”

shall have the meaning specified in Section 15.02(g).

“Foreign Ownership Limitations”

means the restrictions on ownership of the Company’s stock by certain specified foreign entities as set forth in the Certificate

of Incorporation.

“Form of Assignment and Transfer”

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

hereto as Exhibit A.

“Form of Fundamental Change Repurchase

Notice” means the “Form of Fundamental Change Repurchase Notice” in substantially the form attached as Attachment

2 to the Form of Note attached hereto as Exhibit A.

“Form of Note” means the “Form

of Note” attached hereto as Exhibit A.

“Form of Notice of Conversion”

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

as Exhibit A.

“Fundamental Change” shall be

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

(a) a

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

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

files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct

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

50% of the voting power of the Common Stock;

(b) the

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

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

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

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

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

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

that a transaction described in clause (A) or (B) in which the holders of all classes of the Company’s Common Equity immediately

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

or transferee or the parent thereof immediately after such transaction in substantially the same proportions (relative to each other)

as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);

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

(d) the Common Stock (or other

common stock or depositary receipts in respect of Common Equity, in each case, into which the Notes become convertible) ceases to be

listed or quoted on any of The New York Stock Exchange, the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market

or The Nasdaq Capital Market (or any of their respective successors);

provided, however, that a transaction or transactions

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

to be received by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made pursuant

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

receipts in respect of Common Equity, in each case, that are listed or quoted on any of The New York Stock Exchange, The Nasdaq Global

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

in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into

such consideration, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights

(subject to the provisions of ‎Section 14.02(a)). If any transaction in which the Common Stock is replaced by the securities of

another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that

would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (d) of

this definition, following the effective date of such transaction) references to the Company in this definition shall instead be references

to such other entity.

Solely for the purposes of this definition (but,

for the avoidance of doubt, not for purposes of the definition of Make-Whole Fundamental Change), (x) any transaction or event described

in both clause (a) and in clause (b)(A) or (B) above (without regard to the proviso in clause (b)) shall be deemed to occur solely

pursuant to clause (b) above (subject to such proviso).

“Fundamental Change Company Notice”

shall have the meaning specified in ‎Section 15.02(c).

“Fundamental Change Repurchase Date”

shall have the meaning specified in ‎Section 15.02(a).

“Fundamental Change Repurchase Notice”

shall have the meaning specified in ‎Section 15.02(b)(i).

“Fundamental Change Repurchase Price”

shall have the meaning specified in ‎Section 15.02(a).

“given,” with respect to

any notice to be given to a Holder pursuant to this Indenture, shall mean notice (x) given to the Depositary (or its designee)

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

practices or procedures at the Depositary (in the case of a Global Note) or (y) mailed to such Holder by first class mail, postage

prepaid, or sent via overnight courier at its address as it appears on the Note Register (in the case of a Physical Note), in each

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

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

“Global Note” shall have the

meaning specified in ‎Section 2.05(b).

“Holder,” as applied to any

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

Note is registered on the Note Register.

“Indenture” means this instrument

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

“Interest Payment Date” means

each February 1 and August 1 of each year, beginning on February 1, 2027.

“Last Reported Sale Price” of

the Common Stock (or other security for which a closing sale price must be determined) on any date means the closing sale price (or if

no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average

bid and the average ask prices) per share of Common Stock (or such other security) on that date as reported in composite transactions

for the principal U.S. national or regional securities exchange on which the Common Stock (or such other security) is traded. If the Common

Stock (or such other security) is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the

“Last Reported Sale Price” shall be the last quoted bid price per share of Common Stock (or such other security) in

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

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

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

recognized independent investment banking firms selected by the Company for this purpose. The “Last Reported Sale Price”

shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Make-Whole Fundamental Change”

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

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

“Make-Whole Fundamental Change Period”

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

“Market Disruption Event”

means (a) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or

admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m.,

New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during

regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted

by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the

Common Stock.

“Maturity Date” means August

1, 2031.

“Measurement Period” shall have

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

“Note” or “Notes”

shall have the meaning specified in the first paragraph of the recitals of this Indenture.

“Note Register” shall have the

meaning specified in ‎Section 2.05(a).

“Note Registrar” shall have

the meaning specified in ‎Section 2.05(a).

“Notice of Conversion” shall

have the meaning specified in ‎Section 14.02(b)(ii)(A).

“Observation Period” with respect

to any Note surrendered for conversion means: (i) subject to clause (ii) below, if the relevant Conversion Date occurs prior to May 1,

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

Conversion Date; (ii) with respect to any Called Notes, if the relevant Conversion Date occurs during a Redemption Period with respect

to such Called Notes, the 40 consecutive VWAP Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding

the related Redemption Date; and (iii) subject to clause (ii) above, if the relevant Conversion Date occurs on or after May 1, 2031, the

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

“Officer” means, with respect

to the Company, the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Legal &

Policy Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary and any Vice President

of the Company.

“Officer’s Certificate,”

when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed on behalf of the Company

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

required by the provisions of such Section.

“open of business” means 9:00

a.m. (New York City time).

“Opinion of Counsel” means an

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

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

required by the provisions of such ‎Section 17.05.

“Optional Redemption” shall

have the meaning specified in ‎Section 16.01(a).

“outstanding,” when used with

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

and delivered by the Trustee under this Indenture, except:

(a) Notes

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

(b) Notes,

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

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

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

that have been paid pursuant to ‎Section 2.06 or Notes in lieu of which, or in substitution for which, other Notes shall have been

authenticated and delivered pursuant to the terms of ‎Section 2.06 unless proof satisfactory to the Trustee is presented that any

such Notes are held by protected purchasers in due course;

(d) Notes

converted pursuant to ‎Article 14 and required to be cancelled pursuant

to ‎Section 2.08; and

(e) Notes

redeemed pursuant to ‎Article 16.

“Partial Redemption Limitation”

shall have the meaning specified in ‎Section 16.01(b).

“Paying Agent” shall have the

meaning specified in ‎Section 4.02.

“Person” means an individual,

a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated

organization or a government or an agency or a political subdivision thereof.

“Physical Notes” means permanent

certificated Notes in registered form issued in Authorized Denominations.

“Physical Settlement” shall

have the meaning specified in ‎Section 14.02(a).

“Predecessor Note” of any particular

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

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

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

“Qualified Successor

Entity” means, with respect to a Business Combination Event, a corporation; provided, however, that (i) if

such Business Combination Event is an Exempted Fundamental Change, then a limited liability company, limited partnership or other

similar entity shall also constitute a Qualified Successor Entity with respect to such Business Combination Event; and (ii) a

limited liability company or limited partnership that is the resulting, surviving or transferee person of such Business Combination

Event shall also constitute a Qualified Successor Entity with respect to such Business Combination Event, provided that, in

the case of this clause (ii) all of the following conditions are satisfied: (1) either (x) such limited liability company or

limited partnership is treated as a corporation or is a direct or indirect, Wholly Owned Subsidiary of, and disregarded as an entity

separate from, a corporation, in each case for U.S. federal income tax purposes; or (y) the Company has received an opinion of

a nationally recognized tax counsel to the effect that such Business Combination Event shall not be treated as an exchange under

Section 1001 of the Internal Revenue Code of 1986, as amended, for Holders or beneficial owners of the Notes; (2) such

Business Combination Event constitutes a Share Exchange Event whose Reference Property consists solely of any combination of cash in

U.S. dollars and shares of Common Stock or other corporate Common Equity interests of an entity that is (x) treated as a

corporation for U.S. federal income tax purposes; (y) duly organized and existing under the laws of the United States of

America, any State thereof or the District of Columbia; and (z) a direct or indirect parent of such limited liability company

or limited partnership; and (3) if such limited liability company or limited partnership is disregarded as separate from its

owner for U.S. federal income tax purposes, its regarded owner for those purposes is an entity described in clause (ii)(2).

“Record Date” means, with respect

to any dividend, distribution or other transaction or event in which the holders of Common Stock (or other applicable security) have the

right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted

into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other

security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute,

by contract or otherwise).

“Redemption Date” shall have

the meaning specified in ‎Section 16.02(a).

“Redemption Notice” shall have

the meaning specified in ‎Section 16.02(a).

“Redemption Period” means, with

respect to any Optional Redemption, the period from, and including, the date the Company delivers the Redemption Notice for such Optional

Redemption, until the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date (or, if

the Company defaults in the payment of the Redemption Price, until the Redemption Price has been paid or duly provided for).

“Redemption Price” means, for

any Notes to be redeemed pursuant to ‎Article 16, 100% of the principal amount of such Notes, plus accrued and unpaid interest,

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

to the immediately succeeding Interest Payment Date, in which case interest accrued on such Notes to the Interest Payment Date will be

paid to Holders of record of such Notes as of the close of business on such Regular Record Date, and the Redemption Price will be equal

to 100% of the principal amount of such Notes).

“Reference Property” shall have

the meaning specified in ‎Section 14.07(a).

“Regular Record Date,” with

respect to any Interest Payment Date, means the January 15 or July 15 (whether or not such day is a Business Day) immediately preceding

the applicable February 1 or August 1 Interest Payment Date, respectively.

“Responsible Officer” means,

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

vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions

similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter

relating to this Indenture is referred because of such person’s knowledge of and familiarity with the particular subject and, in

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

“Restricted Securities” shall

have the meaning specified in Section 2.05(c).

“Rule 144” means Rule 144 as

promulgated under the Securities Act.

“Rule 144A” means Rule 144A

as promulgated under the Securities Act.

“Scheduled Trading Day” means

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

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

means a Business Day.

“Securities Act” means the Securities

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

“Settlement Amount” has the

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

“Settlement Method” means, with

respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to have been

elected) by the Company.

“Settlement Method Election Deadline”

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

“Settlement Notice” has the

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

“Share Exchange Event” has the

meaning specified in ‎Section 14.07(a).

“Significant Subsidiary” means

any Subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1-02(w) under Regulation S-X promulgated

pursuant to the Securities Act.

“Specified Dollar Amount” means,

in respect of the conversion of any Note, the maximum cash amount (excluding cash in lieu of any fractional share) per $1,000 principal

amount of such Notes to be received upon conversion as specified in the Settlement Notice related to any converted Notes (or as the Company

is otherwise deemed to have elected).

“Spin-Off” shall have the meaning

specified in ‎Section 14.04(c).

“Stock Price” shall have the

meaning specified in ‎Section 14.03(c).

“Subsidiary” means, with respect

to any Person, any corporation, limited liability company, partnership, association or other business entity of which more than 50% of

the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more Subsidiaries of such Person (or a combination

thereof).

“Successor Entity” shall have

the meaning specified in ‎Section 11.01(a)(i)(A).

“Trading Day” means a day on

which (i) trading in the Common Stock (or other security for which a closing sale price must be determined) generally occurs on The New

York Stock Exchange or, if the Common Stock (or such other security) is not then listed on The New York Stock Exchange, on the principal

other U.S. national or regional securities exchange on which the Common Stock (or such other security) is then listed or, if the Common

Stock (or such other security) is not then listed on a U.S. national or regional securities exchange, on the principal other market on

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

security) is available on such securities exchange or market; provided that if the Common Stock (or such other security) is not

so listed or traded, “Trading Day” means a Business Day.

“Trading Price” of the Notes

on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $1,000,000

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

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

by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used as the Trading Price, and

if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used as the Trading Price. If the

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

securities dealer on any determination date, then the Trading Price per $1,000 principal amount of Notes on such determination date shall

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

of determination.

“Trigger Event” shall have the

meaning specified in ‎Section 14.04(c).

“Trust Indenture Act” means

the Trust Indenture Act of 1939, as amended.

“Trustee” means the Person named

as the “Trustee” in the first paragraph of this Indenture until a successor trustee shall have become such pursuant

to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then

a Trustee hereunder.

“unit of Reference Property”

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

“Valid Payment Date” means any

day other than a Saturday, a Sunday or a day on which banking institutions in the place of payment are authorized or required by law or

executive order to close or be closed.

“Valuation Period” shall have

the meaning specified in ‎Section 14.04(c).

“Voting Stock” means, with respect

to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other

voting members of the governing body of such Person.

“VWAP Trading Day” means a day

on which (i) there is no Market Disruption Event and (ii) trading in the Common Stock generally occurs on The New York Stock Exchange

or, if the Common Stock is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities

exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities

exchange, on the principal other market on which the Common Stock is then listed or admitted for trading. If the Common Stock is not so

listed or admitted for trading, “VWAP Trading Day” means a Business Day.

“Wholly Owned Subsidiary” means,

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

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

Section 1.02. References to Interest. Unless

the context otherwise requires, any reference to interest on, or in respect of, any Note in this Indenture shall be deemed to include

Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to either of Section 4.06(d) or ‎Section

6.03. Unless the context otherwise requires, any express mention of Additional Interest in any provision hereof shall not be construed

as excluding Additional Interest in those provisions hereof where such express mention is not made.

Article

Issue, Description, Execution, Registration and Exchange of Notes

Section 2.01. Designation and Amount.

The Notes shall be designated as the “4.75% Convertible Senior Notes due 2031.” The aggregate principal amount of Notes

that may be authenticated and delivered under this Indenture is initially limited to $120,000,000, subject to ‎Section 2.10

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

the extent expressly permitted hereunder.

Section 2.02. Form of Notes. The Notes and

the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective forms set forth in

Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture.

To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms

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

shall govern and control to the extent of such conflict.

Any Global Note may be endorsed with or have incorporated

in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the

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

regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance

or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes

are subject.

Any of the Notes may have such letters, numbers

or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution

thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required

to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange

or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special

limitations or restrictions to which any particular Notes are subject.

Each Global Note shall represent such principal

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

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

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

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

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

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

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

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

Section 2.03. Date and Denomination of

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

denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof (an “Authorized

Denomination”). The Notes shall be payable only in U.S. Dollars. Each Note shall be dated the date of its authentication

and shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the

basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually

elapsed in a 30-day month.

(b)

The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any

Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment

Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office or agency of the Company maintained

by the Company for such purposes in the continental United States, which shall initially be the Corporate Trust Office and (y) in the

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

The Company shall pay or cause the Paying Agent to pay interest (i) on any Physical Notes (A) to Holders holding Physical Notes having

an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as it appears in the

Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000, either by check

mailed to each Holder or, upon application by such a Holder to the Note Registrar not later than the relevant Regular Record Date, by

wire transfer in immediately available funds to that Holder’s account within the United States, if such Holder has provided the

Company, the Trustee or the Paying Agent (if other than the Trustee) with the requisite information necessary to make such wire transfer,

which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global

Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.

(c)

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

per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, such relevant

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

as provided in clause ‎(i) or ‎(ii) below:

(i) The

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

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

fixed in the manner set forth in the remainder of this ‎Section 2.03‎(c)‎(i). The Company shall notify the Trustee

in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall

be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and

at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect

of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the

proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts

pursuant to this ‎Section 2.03‎(c)‎(i). Thereupon the Company shall fix a special record date for the payment of

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

not less than 10 days after the receipt by the Trustee of the notice of the proposed payment (unless the Trustee shall consent to an

earlier date). The Company shall promptly notify the Trustee of such special record date and the Company, or the Trustee at the

request of and in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts

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

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

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

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

‎Section 2.03‎(c).

(ii)

The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of any

securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as

may be required by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed payment

pursuant to this clause, in such manner of payment as it may be deemed practicable by the Trustee.

(iii)

The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Defaulted Amounts,

or with respect to the nature, extent, or calculation of the amount of Defaulted Amounts owed, or with respect to the method employed

in such calculation of the Defaulted Amounts.

Notwithstanding the foregoing, any interest which

is paid prior to the expiration of the 30-day period set forth in ‎Section 6.01(a) shall be paid to Holders as of the record date

for the Interest Payment Date for which interest has not been paid.

Section 2.04. Execution, Authentication and

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

signature of at least one Officer of the Company.

At any time and from time to time after the execution

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

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

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

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

and delivery of such Notes.

Only such Notes as shall bear thereon a

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

manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by

‎Section 17.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such

certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that

the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of

this Indenture.

In case any Officer of the Company who shall have

signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee,

or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed

such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at

the actual date of the execution of such Note, shall be the Officers of the Company, although at the date of the execution of this Indenture

any such person was not such an Officer.

Section 2.05. Exchange and Registration of Transfer

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

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

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

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

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

in accordance with ‎Section 4.02.

Upon surrender for registration of transfer of

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

2.05, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, in the name of the

designated transferee or transferees, one or more new Notes of any Authorized Denominations and of a like aggregate principal amount and

bearing such restrictive legends as may be required by this Indenture.

Notes may be exchanged for other Notes of any Authorized

Denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained

by the Company pursuant to ‎Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the

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

not contemporaneously outstanding.

All Notes presented or surrendered for registration

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

Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company

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

No service charge shall be imposed by the Company,

the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but

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

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

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

None of the Company, the Trustee, the Note Registrar

or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion

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

surrendered for repurchase (and not withdrawn) in accordance with ‎Article 15 or

(iii) any Notes selected for Optional Redemption in accordance with ‎Article

16, except the unredeemed portion of any Note being redeemed in part.

All Notes issued upon any registration of transfer

or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled

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

The Trustee shall have no obligation or duty to

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

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

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

expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine

substantial compliance as to form with the express requirements hereof.

None of the Company, the Trustee, Paying Agent,

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

(b)

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

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

Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests

in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee or

the Custodian) in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary

therefor.

under this ‎Section 2.05(c) to bear the legend set forth in this ‎Section 2.05(c) (together with any Common Stock issued

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

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

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

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

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

or other disposition whatsoever of any Restricted Security (or any voting or economic rights thereto or any beneficial interest therein).

Any certificate evidencing a Note (and all securities

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

the legend set forth in Section 2.05(d), if applicable) shall bear a legend in substantially the following form (unless (x) such Notes

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

continues to be effective at the time of such transfer, (y) such Notes have been sold pursuant to the exemption from registration provided

by Rule 144 or any similar provision then in force under the Securities Act, or (z) otherwise agreed by the Company in writing, with written

notice thereof to the Trustee):

THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE

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

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

OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1) REPRESENTS THAT IT AND ANY ACCOUNT

FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND

THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2) AGREES FOR THE BENEFIT OF T1 ENERGY

INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN,

EXCEPT:

(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,

(B) PURSUANT TO A REGISTRATION STATEMENT

WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

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

(D) PURSUANT TO AN EXEMPTION FROM

REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF

THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE

WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH 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 OR APPLICABLE STATE SECURITIES LAWS.

No transfer of any Note required to bear the legend

above will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.

Any Note (or security issued in exchange or substitution

therefor) (i) that has been transferred pursuant to a registration statement that has become effective or been declared effective under

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

from registration provided by Rule 144 or any similar provision then in force under the Securities Act, shall, upon surrender of such

Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes,

of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this ‎Section 2.05(c) and

shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct the Custodian in writing to so surrender any

Global Note as to which any of the conditions set forth in clause (i) or (ii) of the immediately preceding sentence have been satisfied,

and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and any new Global Note so exchanged therefor

shall not bear the restrictive legend specified in this ‎Section 2.05(c) and shall not be assigned a restricted CUSIP number. The

Company shall promptly notify the Trustee after a registration statement, if any, with respect to the Notes or any Common Stock issued

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

Notwithstanding any other provisions of this Indenture

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

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

of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii)

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

paragraph.

The Depositary shall be a clearing agency

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

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

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

If (i) the Depositary notifies the Company at any

time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed

within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is

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

of any Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall execute, and the Trustee, upon

receipt of an Officer’s Certificate, an Opinion of Counsel and a Company Order for the authentication and delivery of Notes, shall

authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial owner in a principal amount equal to the

principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or

(ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal

to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the interests in the Global

Notes to the Trustee such interests in the Global Notes shall be canceled.

Physical Notes issued in exchange for all or a

part of the Global Note pursuant to this ‎Section 2.05(c) shall be registered in such names and in such Authorized Denominations

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

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

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

At such time as all interests in a Global Note

have been converted, canceled, repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the

Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian. At any time prior to

such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased, redeemed or transferred

to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the

principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary

and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by

the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase.

None of the Company, the Paying Agent, the Trustee

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

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

payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating

to such beneficial ownership interests.

(d)

Any stock certificate representing Common Stock issued upon conversion of a Note shall bear a legend in substantially the following

form (unless (w) such Common Stock has been transferred pursuant to a registration statement that has become or been declared effective

under the Securities Act and that continues to be effective at the time of such transfer, (x) such Common Stock has been transferred pursuant

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

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

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

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

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

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE

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

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

(1) REPRESENTS THAT IT AND ANY ACCOUNT

FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND

THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2) AGREES FOR THE BENEFIT OF T1 ENERGY

INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN,

EXCEPT:

(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,

(B) PURSUANT TO A REGISTRATION STATEMENT

WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

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

(D) PURSUANT TO AN EXEMPTION FROM REGISTRATION

PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN

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

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

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

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

Any such Common Stock (i) that has been transferred

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

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

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

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

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

(e)

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

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

by such Affiliate (or such Person, as the case may be) unless such Note or Common Stock has been registered under the Securities Act or

resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Note or

Common Stock, as the case may be, no longer being a “restricted security” (as defined under Rule 144).

Section 2.06. Mutilated, Destroyed, Lost or

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

and upon its written request in a Company Order the Trustee or an authenticating agent appointed by the Trustee shall authenticate and

deliver, a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note,

or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note shall

furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required

by them to save each of them harmless from any loss, liability, cost or expense caused by or connected with such substitution, and, in

every case of destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such

authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

The Trustee or such authenticating agent may

authenticate any such substituted Note and deliver the same upon the receipt of a Company Order and such security or indemnity as

the Trustee, the Company and, if applicable, such authenticating agent may require. No service charge shall be imposed by the

Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance of any substitute Note, but

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

in connection therewith as a result of the name of the Holder of the new substitute Note being different from the name of the Holder

of the old Note that became mutilated or was destroyed, lost or stolen. In case any Note that has matured or is about to mature or

has been surrendered for required repurchase or is about to be converted in accordance with ‎Article 14 shall become mutilated

or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute Note, pay or authorize the

payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as

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

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

liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, evidence

satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence of their satisfaction of

the destruction, loss or theft of such Note and of the ownership thereof.

Every substitute Note issued pursuant to the provisions

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

obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all

the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all

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

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

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

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

securities without their surrender.

Section 2.07. Temporary Notes. Pending the

preparation of Physical Notes, the Company may execute and the Trustee or an authenticating agent appointed by the Trustee shall, upon

written request of the Company in a Company Order, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes

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

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

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

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

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

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

4.02 and the Trustee or such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate

principal amount of Physical Notes. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until

so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this

Indenture as Physical Notes authenticated and delivered hereunder.

Section 2.08. Cancellation of Notes Paid, Converted,

Etc. The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon a Fundamental Change,

Optional Redemption, registration of transfer or exchange or conversion, if surrendered to the Company or any of the Company’s

agents, Subsidiaries or Affiliates, to be surrendered to the Trustee for cancellation. Concurrently with surrendering such Notes to the

Trustee, the Company shall deliver a cancellation order to the Trustee. All Notes delivered to the Trustee in accordance with this ‎Section

2.08 shall be canceled promptly by it in accordance with its customary procedures upon receipt of a written cancellation order from the

Company. Except for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the

provisions of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation.

The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver a

certificate of such disposition to the Company, at the Company’s written request in a Company Order.

Section 2.09. CUSIP Numbers. The Company

in issuing the Notes may use CUSIP numbers (if then generally in use), and, if so, the Company and/or the Trustee shall use CUSIP numbers

in all notices issued to Holders as a convenience to such Holders; provided that the Trustee shall have no liability for any defect

in the CUSIP number as they appear on any Notes, notice or elsewhere and that any such notice may state that no representation is made

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

identification numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the CUSIP numbers.

Section 2.10. Additional Notes; Repurchases.

The Company may, without the consent of the Holders and notwithstanding ‎Section 2.01, reopen this Indenture and issue additional

Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price

and interest accrued prior to the issue date of such additional Notes and, if applicable, the initial Interest Payment Date and restrictions

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

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

a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order,

an Officer’s Certificate and an Opinion of Counsel which such Opinion of Counsel shall state that such Notes, when authenticated

and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel,

will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy,

insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights

and to general equity principles.

In addition, the Company may, to the extent

permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in

the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or

through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior

notice to the Holders. The Company may, at its option and to the extent permitted by law, reissue, resell or surrender to the

Trustee for cancellation, in accordance with ‎Section 2.08, any Notes that the Company or its Subsidiaries may purchase (other

than as set forth in Section 2.08, which Notes described therein must be surrendered to the Trustee for cancellation), in the case

of reissuance or resale, so long as such Notes do not constitute “restricted securities” within the meaning of Rule

144(a)(3) under the Securities Act upon any reissuance or resale; provided that if any such reissued or resold Notes are not

fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such Notes shall have a separate CUSIP

number. Any Notes that the Company or its Subsidiaries may repurchase (other than Notes described in Section 2.08 that must be

surrendered to the Trustee for cancellation) will be considered outstanding under this Indenture (subject to ‎Section 8.04)

unless and until such time the Company or such Subsidiary surrenders such Notes to the Trustee for cancellation, and the Trustee,

upon receipt of a cancellation order, shall cancel all Notes so surrendered.

Article

Satisfaction and Discharge

Section 3.01. Satisfaction and Discharge.

This Indenture shall upon request of the Company contained in an Officer’s Certificate cease to be of further effect as to all Notes

issued under this Indenture, and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the

Company acknowledging satisfaction and discharge of this Indenture, when (a) (i) all Notes theretofore authenticated and delivered (other

than Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in ‎Section 2.06)

have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or, in the case of shares of Common

Stock, the Company has delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date,

any Redemption Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash (or cash, shares of Common Stock (or other

Reference Property) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to

pay all of the outstanding Notes and all other sums due and payable under this Indenture by the Company; and (b) the Company has delivered

to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for

relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of

this Indenture, the obligations of the Company to the Trustee under ‎Article 7 shall survive in accordance with the terms thereof.

Article

Particular Covenants of the Company

Section 4.01. Payment of Principal and

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

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

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

Section 4.02. Maintenance of Office or Agency.

The Company will maintain in the continental United States, an office or agency where the Notes may be surrendered for registration of

transfer or exchange or for presentation for payment or repurchase (“Paying Agent”) or for conversion (“Conversion

Agent”) and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company

will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time

the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such

presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office or the office or agency of the Trustee

in the continental United States; provided that the Trustee shall not be deemed an agent of the Company for service of legal process.

The Company may also from time to time designate

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

and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve

the Company of its obligation to maintain an office or agency in the continental United States, for such purposes. The Company will give

prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office

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

offices or agencies, as applicable.

The Company hereby initially designates the Trustee

as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office or agency in the continental

United States, where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase or

for conversion and where notices and demands in respect of the Notes and this Indenture may be served.

Section 4.03. Appointments to Fill Vacancies

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

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

Section 4.04. Provisions as to Paying Agent.

(a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver

to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this ‎Section 4.04:

(i)

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

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

Notes;

(ii)

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

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

the same shall be due and payable; and

(iii)

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

all sums so held in trust.

The Company shall, on or before each due date of

the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest

on, the Notes, deposit with the Paying Agent a sum in immediately available U.S. Dollars sufficient to pay such principal (including the

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

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

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

(b)

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

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

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

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

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

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

become due and payable.

(c)

Anything in this ‎Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining

a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts

held in trust by the Company or any Paying Agent hereunder as required by this ‎Section 4.04, such sums or amounts to be held by

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

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

(d) Subject to applicable law, any money and

shares of Common Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the

principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid

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

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

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

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

an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent

with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon

cease.

(e)

Upon any Event of Default pursuant to ‎Section 6.01(h) or ‎(i), the Trustee shall automatically be designated as the

Paying Agent for the Notes if the Trustee is not acting in such capacity at such time.

Section 4.05. Existence. Subject to ‎Article

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

Section 4.06. Rule 144A Information Requirement

and Annual Reports.

(a)

At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes

or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within

the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial

owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon conversion of such Notes, the information required

to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b)

The Company shall deliver to the Trustee, within 15 days after the same are required to be filed with the Commission (after giving

effect to any grace period provided by Rule 12b-25 under the Exchange Act), copies of any documents or reports that the Company is required

to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports,

or portions thereof, subject to, or with respect to which the Company is actively seeking, confidential treatment and any correspondence

with the Commission). Any such document or report that the Company files with the Commission via the Commission’s EDGAR system shall

be deemed to be delivered to the Trustee for purposes of this Section 4.06(b) at the time such document or report is filed via the EDGAR

system, it being understood the Trustee shall not be responsible for determining whether such filings have been made. The filing or deemed

filing of any such document with the Trustee shall cure any Default or Event of Default with respect to such document under this Section.

(c)

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

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

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

is entitled to conclusively rely on Officer’s Certificates). The Trustee shall have no liability or responsibility for the filing,

timeliness or content of any such report or document.

(d) If at any time after the date that is

six months after the last date of original issuance of the Notes, the Company has failed to file any report or other materials that

the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable, during the

preceding 12 months (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the

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

were the Company’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant

to U.S. securities laws or the terms of this Indenture or the Notes (other than any restrictive legends initially borne by the

Notes)), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of

0.50% per annum of the principal amount of the Notes outstanding for each day on which the Company’s failure to file has

occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the

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

preceding. As used in this Section 4.06(d), reports or other materials that the Company is required to “file” with the

Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include reports or other materials that the Company

furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

(e)

[Reserved].

(f)

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

on the Notes.

(g)

The Additional Interest that is payable in accordance with Section 4.06(d) shall be in addition to, and not in lieu of, any Additional

Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. However, in no event shall any Additional

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

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

and other than reports on Form 8-K), as described in Section 4.06(d), together with any Additional Interest payable at the Company’s

election as the remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in

Section 4.06(b), accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances

giving rise to the requirement to pay such Additional Interest.

(h)

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

the applicable payment date, an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is

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

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

If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officer’s

Certificate setting forth the particulars of such payment.

(i) Without limiting the generality of

Section 2.05(c) or Section 2.05(d), if a holder of any Note or share of Common Stock issued upon conversion of any Note, or an owner

of a beneficial interest in any Global Note, or in a global certificate representing any share of Common Stock issued upon

conversion of any Note, transfers such Note or share of Common Stock in compliance with Rule 144 and delivers to the Company a

written request, certifying that it is not, and has not been at any time during the preceding three months, an Affiliate of the

Company, to reissue such Note or share of Common Stock without a restrictive legend, then the Company shall cause the same to occur

(and, if applicable, cause such Note or shares of Common Stock to thereafter be represented by an “unrestricted” CUSIP

number in the facilities of the related Depositary), and the Company shall use its commercially reasonable efforts to cause such

occurrence within two Trading Days of such request.

Section 4.07. Stay, Extension and Usury Laws.

The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever

claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from

paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter

in force, or that may affect the covenants or the performance of this Indenture; and the Company (to the extent it may lawfully do so)

hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay

or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though

no such law had been enacted.

Section 4.08. Compliance Certificate; Statements

as to Defaults. The Company shall deliver to the Trustee at its Corporate Trust Office, within 120 days after the end of each fiscal

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

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

of Default or Default and the nature thereof.

In addition, the Company shall deliver to the Trustee

at its Corporate Trust Office, within 30 days after the Company obtains knowledge of the occurrence of any Event of Default or Default,

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

is taking or proposing to take in respect thereof; provided that the Company will not be required to deliver such Officer’s

Certificate if such Event of Default has been cured prior to the date such Officer’s Certificate is due.

Section 4.09. Further Instruments and Acts.

Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably

necessary or proper to carry out more effectively the purposes of this Indenture.

Article

Lists of Holders and Reports by the Company and the Trustee

Section 5.01. Lists of Holders. The

Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not more than 10 days

after each January 15 and July 15 in each year beginning with January 15, 2027, and at such other times as the Trustee may request

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

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

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

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

list need be furnished so long as the Trustee is acting as Note Registrar.

Section 5.02. Preservation and Disclosure of

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

of the Holders contained in the most recent list furnished to it as provided in ‎Section 5.01 or maintained by the Trustee in its

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

of a new list so furnished.

Article

Defaults and Remedies

Section 6.01. Events of Default. Each of

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

(a)

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

(b)

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

repurchase, upon declaration of acceleration or otherwise;

(c)

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

Holder’s conversion right and such failure continues for a period of five Business Days;

(d)

failure by the Company to issue (i) a Fundamental Change Company Notice in accordance with ‎Section 15.02(c), (ii) notice

of a specified corporate transaction in accordance with ‎Section

14.01(b)(ii) or (iii) notice of a specified corporate transaction in accordance

with ‎Section 14.01(b)(iii), in each case when due and such failure

continues for a period of three Business Days;

(e)

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

(f)

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

the Notes then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or this

Indenture;

(g)

default by the Company, any Significant Subsidiary of the Company or any group of Subsidiaries of the Company that, taken together,

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

may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $20,000,000 (or its

foreign currency equivalent) in the aggregate of the Company, any such Significant Subsidiary and/or any such group of Subsidiaries, whether

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

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

all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and such

acceleration shall not have been rescinded or annulled or such failure to pay shall not have been cured, as the case may be, within 30

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

of the Notes then outstanding has been received;

(h)

the Company, any Significant Subsidiary of the Company or any group of Subsidiaries of the Company that, taken together, would

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

or other relief with respect to the Company, such Significant Subsidiary or such group of Subsidiaries or debts of such Person or group

under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,

custodian or other similar official of the Company, such Significant Subsidiary or such group of Subsidiaries or any substantial part

of such Person’s or group’s property, or shall consent to any such relief or to the appointment of or taking possession by

any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit

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

(i)

an involuntary case or other proceeding shall be commenced against the Company, any Significant Subsidiary of the Company or any

group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, seeking liquidation,

reorganization or other relief with respect to such Person or group or such Person’s or group’s debts under any bankruptcy,

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

other similar official of the Company, such Significant Subsidiary or such group of Subsidiaries or any substantial part of such Person’s

or group’s property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 consecutive

days.

Section 6.02. Acceleration; Rescission and

Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default

and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of

any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other

than an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i) with

respect to the Company), unless the principal of all of the Notes shall have already become due and payable, either the

Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with

‎Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal

of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same

shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the

contrary notwithstanding. If an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i) with respect to the

Company (and not involving solely one or more of the Company’s Significant Subsidiaries) occurs and is continuing, 100% of the

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

payable.

The immediately preceding paragraph, however, is

subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before

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

pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal

of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid

interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the

Notes at such time) and amounts due to the Trustee pursuant to ‎Section 7.06, and if (1) rescission would not conflict with any

judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default, other than the nonpayment of the

principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been

cured or waived pursuant to ‎Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence)

the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee,

may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and

such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of

this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default,

or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment

shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption

Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to

repurchase any Notes when required or (iii) a failure to pay and/or deliver, as the case may be, the consideration due upon conversion

of the Notes.

For the avoidance of doubt, any failure by the

Company to provide any notice under this Indenture other than as set forth in ‎Section 6.01(d) shall be subject to ‎Section

6.01(f) (including the 60 day cure period contained therein), and any related Default or Event of Default shall be deemed cured upon delivery

of such notice to the applicable recipient prior to (i) the expiration of such 60 day period provided in ‎Section 6.01(f) or

(ii) if later, the delivery of a notice of acceleration with respect to such Default or Event of Default, in each case whether or not

the events or circumstances that are the subject of such notice have already occurred at the time such notice is given.

Section 6.03. Additional Interest. Notwithstanding

anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default

relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, after the occurrence of

such an Event of Default, consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to: (a) 0.25%

per annum of the principal amount of the Notes outstanding for each day during the period beginning on, and including, the date on which

such Event of Default first occurs and ending on the earlier of (x) the date on which such Event of Default is cured or validly waived

in accordance with this ‎Article 6 and (y) the 180th day immediately following, and including, the date on which such Event of

Default first occurs and (b) if such Event of Default has not been cured or validly waived prior to the 181st day immediately following,

and including, the date on which such Event of Default first occurs, 0.50% per annum of the principal amount of Notes outstanding for

each day during the period beginning on, and including, the 181st day immediately following, and including, the date on which such Event

of Default first occurs and ending on the earlier of (x) the date on which the Event of Default is cured or validly waived in accordance

with this ‎Article 6 and (y) the 360th day immediately following, and including, the date on which such event of default first

occurs. Additional Interest payable pursuant to this Section 6.03 shall be in addition to, not in lieu of, any Additional Interest payable

pursuant to Section 4.06(d), subject to the third immediately succeeding paragraph. If the Company so elects, such Additional Interest

shall be payable in the same manner and on the same dates as the stated interest payable on the Notes and shall accrue on all outstanding

Notes from, and including, the date on which the Event of Default relating to the Company’s failure to comply with its obligations

as set forth in Section 4.06(b) first occurs to, but not including, the 361st day thereafter (or such earlier date on which such Event

of Default is cured or waived by the Holders of a majority in aggregate principal amount of the Notes then outstanding). On the 361st

day after such Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior

to such 361st day), the Notes shall be immediately subject to acceleration as provided in ‎Section 6.02. The provisions of this

paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default other than the Company’s

failure to comply with its obligations as set forth in Section 4.06(b). In the event the Company does not elect to pay Additional Interest

following an Event of Default in accordance with this ‎Section 6.03 or the Company elected to make such payment but does not pay

the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in ‎Section 6.02.

In order to elect to pay Additional Interest as

the sole remedy during the first 360 days after the occurrence of any Event of Default described in the immediately preceding paragraph,

the Company must notify all Holders, the Trustee and the Paying Agent in writing of such election prior to the beginning of such 360-day

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

6.02.

For the avoidance of doubt, if (x) the

Company timely elects to pay Additional Interest pursuant to this ‎‎Section 6.03 as the sole remedy during the first 360

days after the occurrence of an Event of Default relating to the Company’s failure to comply with its obligations as set forth

in Section 4.06(b) in accordance with the two immediately preceding paragraphs, (y) the Company pays such Additional Interest in

accordance with this ‎Section 6.03 and this Indenture and (z) the Company files the delinquent reports that were required to

be filed and that gave rise to the relevant Event of Default (in each case in clause (z) pursuant to the provisions described in

Section 4.06(b)) prior to the 361st day after the occurrence of such Event of Default (or prior to the delivery of any related

notice of acceleration on or after such 361st day), then such Event of Default shall be deemed cured and the Notes shall not be

subject to acceleration as a result of the initial failure to comply with the Company’s obligations as set forth in

‎Section 4.06(b).

In no event shall Additional Interest payable at

the Company’s election as the remedy for an Event of Default relating to the Company’s failure to comply with its obligations

as set forth in Section 4.06(b), together with any Additional Interest that may accrue as a result of the Company’s failure to timely

file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable

(after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), pursuant to Section 4.06(d), accrue

at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to

the requirement to pay such Additional Interest.

The Trustee shall not at any time be under any

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

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

Section 6.04. Payments of Notes on Default;

Suit Therefor. If an Event of Default described in clause ‎(a) or ‎(b) of ‎Section 6.01 shall have occurred, the

Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due

and payable on the Notes for principal and interest, if any, with interest on any overdue principal and interest, if any, at the rate

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

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

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

such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect

the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon

the Notes, wherever situated.

In the event there shall be pending

proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the

United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,

liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor,

the property of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such

other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of

whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and

irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this ‎Section 6.04, shall be

entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount

of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file

such proofs of claim and other papers or documents and to take such other actions as it may deem necessary or advisable in order to

have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the

Trustee, its agents and counsel) and of the Holders allowed in such judicial proceedings relative to the Company or any other

obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any monies or other property

payable or deliverable on any such claims, and to distribute the same after the deduction of any amounts due to the Trustee under

‎Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar

official is hereby authorized by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the

event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it

for reasonable compensation, expenses, advances and disbursements, including reasonable agents and counsel fees and expenses, and

including any other amounts due to the Trustee under ‎Section 7.06, incurred by it up to the date of such distribution. To the

extent that such payment of reasonable compensation, expenses, advances and disbursements out of the estate in any such proceedings

shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all

distributions, dividends, monies, securities and other property that the Holders of the Notes may be entitled to receive in such

proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.

Nothing herein contained shall be deemed to authorize

the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment

or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim

of any Holder in any such proceeding.

All rights of action and of asserting claims under

this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production

thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought

in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable

compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of

the Notes.

In any proceedings brought by the Trustee (and

in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee

shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any

such proceedings.

In case the Trustee shall have proceeded to

enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant

to ‎Section 6.09 or any rescission and annulment pursuant to ‎Section 6.02 or for any other reason or shall have been

determined adversely to the Trustee, then and in every such case the Company, the Holders and the Trustee shall, subject to any

determination in such proceeding, be restored respectively to their several positions and rights hereunder, and all rights, remedies

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

Section 6.05. Application of Monies Collected

by Trustee. Any monies or property collected by the Trustee pursuant to this ‎Article 6 with respect to the Notes shall be applied

in the following order, at the date or dates fixed by the Trustee for the distribution of such monies or property, upon presentation of

the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:

First, to the payment of all amounts due

the Trustee in all its capacities hereunder;

Second, in case the principal of the outstanding

Notes shall not have become due and be unpaid, to the payment of interest on, and any cash due upon conversion of, the Notes in default

in the order of the date due of the payments of such interest and cash due upon conversion, as the case may be, with interest (to the

extent that such interest has been collected by the Trustee) upon such overdue payments at the rate borne by the Notes at such time, such

payments to be made ratably to the Persons entitled thereto;

Third, in case the principal of the outstanding

Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the whole amount (including, if applicable,

the payment of the Redemption Price and the Fundamental Change Repurchase Price and any cash due upon conversion) then owing and unpaid

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

collected by the Trustee, upon overdue installments of interest at the rate borne by the Notes at such time, and in case such monies shall

be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such principal (including, if

applicable, the Redemption Price and the Fundamental Change Repurchase Price and any cash due upon conversion) and interest without preference

or priority of principal over interest, or of interest over principal or of any installment of interest over any other installment of

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

and the Fundamental Change Repurchase Price and any cash due upon conversion) and accrued and unpaid interest; and

Fourth, to the payment of the remainder,

if any, to the Company.

Section 6.06. Proceedings by Holders. Except

to enforce the right to receive payment of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase

Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note

shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity

or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other

similar official, or for any other remedy hereunder, unless:

(a)

such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as

herein provided;

(b)

Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee

to institute such action, suit or proceeding in its own name as Trustee hereunder;

(c)

such Holders shall have offered and, if requested, provided, to the Trustee such security or indemnity satisfactory to the Trustee

against any loss, liability or expense to be incurred therein or thereby;

(d)

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

and

(e)

no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee

by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to ‎Section

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

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

of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference

to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable

and common benefit of all Holders (except as otherwise provided herein) (it being understood that the Trustee shall have no obligation

to determine whether any such action or inaction would unduly prejudice the rights of another Holder). For the protection and enforcement

of this ‎Section 6.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in

equity.

Notwithstanding any other provision of this Indenture

and any provision of any Note, each Holder shall have the right to institute suit for the enforcement of its right to receive payment

or delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if

applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion of, such Note, on or after

the respective due dates expressed or provided for in such Note or in this Indenture.

Section 6.07. Proceedings by Trustee. In

case of an Event of Default, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture

by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by action

at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this

Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in

the Trustee by this Indenture or by law.

Section 6.08. Remedies Cumulative and Continuing.

Except as provided in the last paragraph of ‎Section 2.06, all powers and remedies given by this ‎Article 6 to the Trustee

or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers

and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or

observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of any

of the Notes to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or shall

be construed to be a waiver of any such Default or Event of Default or any acquiescence therein; and, subject to the provisions of ‎Section

6.06, every power and remedy given by this ‎Article 6 or by law to the Trustee or to the Holders may be exercised from time to

time, and as often as shall be deemed expedient, by the Trustee or by the Holders.

Section 6.09. Direction of Proceedings and Waiver

of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding

determined in accordance with ‎Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding

for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes; provided,

however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture and (b) the Trustee may take

any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction

that it determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability; provided

that the Trustee shall have no affirmative duty to determine whether any direction is prejudicial to any other Holder. The Holders of

a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with ‎Section 8.04 may on

behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default

in the payment of accrued and unpaid interest, if any, on, or the principal (including the Redemption Price and the Fundamental Change

Repurchase Price, if any) of, the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, (ii) a failure

by the Company to repurchase any Notes when required or to pay and/or deliver, as the case may be, the consideration due upon conversion

of the Notes or (iii) a default in respect of a covenant or provision hereof which under ‎Article 10 cannot be modified or amended

without the consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the

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

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

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

to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or

impair any right consequent thereon.

Section 6.10. Notice of Defaults. The

Trustee shall, within 90 days after a Responsible Officer of the Trustee has received written notice or has actual knowledge of the

occurrence and continuance of a Default, deliver to all Holders notice of all such Defaults, unless such Defaults shall have been

cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the

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

interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be

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

in the interests of the Holders.

Section 6.11. Undertaking to Pay Costs.

All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court

may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the

Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs

of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses,

against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant;

provided that the provisions of this ‎Section 6.11 (to the extent permitted by law) shall not apply to any suit instituted

by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount

of the Notes at the time outstanding determined in accordance with ‎Section 8.04, or to any suit instituted by any Holder for the

enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the

Redemption Price and the Fundamental Change Repurchase Price, if applicable) on or after the due date expressed or provided for in such

Note or to any suit for the enforcement of the right to convert any Note, or receive the consideration due upon conversion, in accordance

with the provisions of ‎Article 14.

Article

Concerning the Trustee

Section 7.01. Duties and Responsibilities of

Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that

may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In the event

an Event of Default has occurred and is continuing, and is actually known to the Trustee, the Trustee shall exercise such of the rights

and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise

or use under the circumstances in the conduct of such person’s own affairs; provided that the Trustee will be under no obligation

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

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

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

No provision of this Indenture shall be construed

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

misconduct, except that:

(a)

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

(i)

the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee

shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied

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

(ii)

in the absence of gross negligence or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the

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

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

are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or

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

or other facts stated therein);

(b)

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

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

(c)

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

the rights or powers conferred upon it by this Indenture;

(d)

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

the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined

as provided in ‎Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the

Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;

(e)

whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording

protection to, the Trustee shall be subject to the provisions of this Section and ‎Section 7.02;

(f)

the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other

matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar

with respect to the Notes;

(g) if any party fails to deliver a notice

relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may

conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer

of the Trustee had actual knowledge of such event;

(h)

all cash received by the Trustee shall be held in cash and the Trustee shall have no obligation to invest any amounts held hereunder;

and

(i)

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

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

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

None of the provisions contained in this Indenture

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

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

Section 7.02. Reliance on Documents, Opinions,

Etc. Except as otherwise provided in ‎Section 7.01:

(a)

the Trustee and Agents may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution,

certificate, statement, instrument, opinion, report, notice, request, direction, consent, judgment, order, bond, note, coupon, debenture

or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties;

(b)

any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate

(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee

by a copy thereof certified by the Secretary or an Assistant Secretary of the Company. The Trustee will not be liable for any action it

takes or omits to take in good faith reliance on such Officer’s Certificate;

(c)

the Trustee may consult with counsel and require an Opinion of Counsel and any advice of such counsel or Opinion of Counsel shall

be full and complete authorization and protection from liability in respect of any action taken or omitted by it hereunder in good faith

and in accordance with such advice or Opinion of Counsel;

(d)

the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, judgment, order, bond, note, coupon, debenture or other paper or document,

but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,

if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises

of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of

such inquiry or investigation;

(e)

the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through

agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any

agent, custodian, nominee or attorney appointed by it with due care hereunder;

(f)

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

be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent (including

the Agents), Custodian and other Person employed to act hereunder;

(g)

the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;

(h)

the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers

authorized at such time to take specified actions pursuant to this Indenture (i.e., an incumbency certificate);

(i)

the Trustee shall not be responsible for monitoring the performance or actions of other Persons, including the Company;

(j)

the Trustee is not obligated to follow any instruction of the Holders that is contrary to this Indenture, the Notes or applicable

law;

(k)

the permissive rights of the Trustee or an Agent enumerated herein shall not be construed as duties and, with respect to such permissive

rights, neither the Trustee nor any Agent shall be answerable for anything other than its gross negligence or willful misconduct; and

(l)

the Trustee shall not be obligated to take possession of any Common Stock, whether upon conversion or in connection with any discharge

of this Indenture pursuant to ‎Article 3 hereof, but shall satisfy its obligation as Conversion Agent by working through the stock

transfer agent of the Company from time to time as directed by the Company.

In no event shall the Trustee be liable for any

special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),

even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall

not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall

have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given

to the Trustee at its Corporate Trust Office by the Company or by any Holder, and such notice references the Notes and this Indenture

and states that it is a notice of Default or Event of Default.

Section 7.03. No Responsibility for

Recitals, Etc. The recitals contained herein and in the Notes (except in the Trustee’s certificate of authentication)

shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The

Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be

accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the

Trustee in conformity with the provisions of this Indenture.

Section 7.04. Trustee, Paying Agents, Conversion

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

Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual or any other capacity, may become the

owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation

Agent or Note Registrar. The rights, protections and indemnities afforded the Trustee hereunder shall apply to each agent of the Trustee

acting hereunder.

Section 7.05. Monies to Be Held in Trust.

All monies received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were

received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The

Trustee shall be under no liability for interest on any money received by it hereunder except as may be agreed from time to time by the

Company and the Trustee.

Section 7.06. Compensation and Expenses of

Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to,

reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of

law in regard to the compensation of a trustee of an express trust) as mutually agreed to in writing between the Trustee and the

Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances

reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder

(including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel and of all Persons

not regularly in its employ and including those incurred with respect to enforcement of this Section) except any such expense,

disbursement or advance as shall have been caused by its gross negligence or willful misconduct as determined by a final,

non-appealable decision of a court of competent jurisdiction. The Company also covenants to indemnify the Trustee in any capacity

under this Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating

agent for, and to hold them harmless against, any loss, claim (whether asserted by the Company, any Holder or any other Person),

damage, liability or expense incurred without gross negligence or willful misconduct on the part of the Trustee, its officers,

directors, agents or employees, or such agent or authenticating agent, as the case may be, as determined by a final, non-appealable

order of a court of competent jurisdiction, and arising out of or in connection with the acceptance or administration of this

Indenture or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim of

liability. The obligations of the Company under this ‎Section 7.06 to compensate or indemnify the Trustee and to pay or

reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior lien and claim to which the Notes are

hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of ‎Section

6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment

of any amounts due under this ‎Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company.

The obligation of the Company under this ‎Article 7 shall survive the satisfaction and discharge of this Indenture and the

earlier resignation or removal of the Trustee. The Company need not pay for any settlement made without its consent, which consent

shall not be unreasonably withheld. The indemnification provided in this ‎Section 7.06 shall extend to the officers,

directors, agents and employees of the Trustee.

Without prejudice to any other rights available

to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after

an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i)

occurs, the expenses and the compensation for the services are intended to constitute administrative expenses for the purposes of priority

under any bankruptcy, insolvency or similar laws.

Section 7.07. Officer’s Certificate as

Evidence. Except as otherwise provided in ‎Section 7.01, whenever in the administration of the provisions of this Indenture

the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder,

such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful

misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered

to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee,

shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Section 7.08. Eligibility of Trustee. There

shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act (as if the Trust

Indenture Act were applicable hereto) to act as such and has a combined capital and surplus of at least $50,000,000. If such Person publishes

reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority, then for the

purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set

forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the

provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 7.09. Resignation or Removal of

Trustee. (a) The Trustee may at any time resign by giving 30 days’ written notice of such resignation to the Company and

by delivering notice thereof to the Holders. Upon receiving such notice of resignation, the Company shall promptly appoint a

successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument

shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so

appointed and have accepted appointment within 30 days after the giving of such notice of resignation to the Holders, the resigning

Trustee may, upon ten Business Days’ notice to the Company and the Holders, petition any court of competent jurisdiction for

the appointment of a successor trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months (or

since the date of this Indenture) may, subject to the provisions of ‎Section 6.11, on behalf of himself or herself and all

others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such

notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b)

In case at any time any of the following shall occur:

(i)

the Trustee shall cease to be eligible in accordance with the provisions of ‎Section 7.08 and shall fail to resign after

written request therefor by the Company or by any such Holder, or

(ii)

the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of

its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the

purpose of rehabilitation, conservation or liquidation,

then, in either case, the Company may, by a Board Resolution, remove

the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy

of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions

of ‎Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this

Indenture) may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the

removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem

proper and prescribe, remove the Trustee and appoint a successor trustee.

(c)

The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with

‎Section 8.04, may, upon 30 days’ written notice to the Trustee, remove the Trustee and nominate a successor trustee that

shall be deemed appointed as successor trustee unless within ten days after notice to the Company of such nomination the Company objects

thereto (and no Event of Default shall have occurred and be continuing), in which case the Trustee so removed or any Holder, upon the

terms and conditions and otherwise as in ‎Section 7.09(a) provided, may petition any court of competent jurisdiction for an appointment

of a successor trustee at the cost of the Company.

(d)

Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this ‎Section

7.09 shall become effective upon acceptance of appointment by the successor trustee as provided in ‎Section 7.10.

Section 7.10. Acceptance by Successor

Trustee. Any successor trustee appointed as provided in ‎Section 7.09 shall execute, acknowledge and deliver to the

Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal

of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall

become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally

named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing

to act shall, upon payment of any amounts then due it pursuant to the provisions of ‎Section 7.06, execute and deliver an

instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any

such successor trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and

confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a senior

lien and claim to which the Notes are hereby made subordinate on all money or property held or collected by such trustee as such,

except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the

provisions of ‎Section 7.06.

No successor trustee shall accept appointment as

provided in this ‎Section 7.10 unless at the time of such acceptance such successor trustee shall be eligible under the provisions

of ‎Section 7.08.

Upon acceptance of appointment by a successor trustee

as provided in this ‎Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense of

the Company shall deliver or cause to be delivered notice of the succession of such trustee hereunder to the Holders. If the Company fails

to deliver such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such

notice to be delivered at the expense of the Company.

Section 7.11. Succession by Merger, Etc.

Any corporation or other entity into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation

or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or other

entity succeeding to all or substantially all of the corporate trust business of the Trustee (including the administration of this Indenture),

shall be the successor to the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of

the parties hereto; provided that in the case of any corporation or other entity succeeding to all or substantially all of the

corporate trust business of the Trustee such corporation or other entity shall be eligible under the provisions of ‎Section 7.08.

In case at the time such successor to the Trustee

shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor

to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent appointed by such predecessor

trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor

to the Trustee or an authenticating agent appointed by such successor trustee may authenticate such Notes either in the name of any predecessor

trustee hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it

is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however,

that the right to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in the name of any predecessor

trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 7.12. Trustee’s Application for

Instructions from the Company. Any application by the Trustee for written instructions from the Company (other than with regard to

any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes under this

Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this

Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be

liable to the Company for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application

on or after the date specified in such application (which date shall not be less than three Business Days after the date notice to the

Company is deemed to be given pursuant to Section 17.03, unless any such officer shall have consented in writing to any earlier date),

unless, prior to taking any such action (or the effective date in the case of any omission), the Trustee shall have received written

instructions in accordance with this Indenture in response to such application specifying the action to be taken or omitted.

Article

Concerning the Holders

Section 8.01. Action by Holders. Whenever

in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any

action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action),

the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a)

by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing,

or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions

of ‎Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever

the Company or the Trustee solicits the taking of any action by the Holders, the Company or the Trustee may, but shall not be required

to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date

if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

Section 8.02. Proof of Execution by Holders.

Subject to the provisions of ‎Section 7.01, ‎Section 7.02

and ‎Section 9.05, proof of the execution of any instrument by a

Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed

by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved by the Note Register or

by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the manner provided in ‎Section

9.06.

Section 8.03. Who Are Deemed Absolute

Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and any Note Registrar shall

deem the Person in whose name a Note shall be registered upon the Note Register to be, and shall treat it as, the absolute owner of

such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by

any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal

(including any Redemption Price and any Fundamental Change Repurchase Price) of and (subject to ‎Section 2.03) accrued and

unpaid interest on such Note, for conversion of such Note and for all other purposes; and neither the Company nor the Trustee nor

any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary. The sole

registered holder of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder for

the time being, or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered,

effectual to satisfy and discharge the liability for monies payable or shares deliverable upon any such Note. Notwithstanding

anything to the contrary in this Indenture or the Notes following an Event of Default, any holder of a beneficial interest in a

Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of

the Depositary or any other Person, such holder’s right to exchange such beneficial interest for a Note in certificated form

in accordance with the provisions of this Indenture.

Section 8.04. Company-Owned Notes Disregarded.

In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver

or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company

or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided

that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other

action only Notes that a Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged

in good faith may be regarded as outstanding for the purposes of this ‎Section 8.04 if the pledgee shall establish to the satisfaction

of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof

or an Affiliate of the Company or a Subsidiary thereof. In the case of a dispute as to such right, any decision by the Trustee taken upon

the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly

an Officer’s Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account

of any of the above described Persons; and, subject to ‎Section 7.01, the Trustee shall be entitled to accept such Officer’s

Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for

the purpose of any such determination.

Section 8.05. Revocation of Consents;

Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in ‎Section 8.01, of

the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture

in connection with such action, any Holder of a Note that is shown by the evidence to be included in the Notes the Holders of which

have consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding

as provided in ‎Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken by

the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of

any Notes issued in exchange or substitution therefor or upon registration of transfer thereof, irrespective of whether any notation

in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor or upon registration of transfer

thereof.

Article

Holders’ Meetings

Section 9.01. Purpose of Meetings. A meeting

of Holders may be called at any time and from time to time pursuant to the provisions of this ‎Article 9 for any of the following

purposes:

(a)

to give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or

to consent to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this Indenture) and its consequences,

or to take any other action authorized to be taken by Holders pursuant to any of the provisions of ‎Article 6;

(b)

to remove the Trustee and nominate a successor trustee pursuant to the provisions of ‎Article 7;

(c)

to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of ‎Section 10.02;

(d)

to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the

Notes under any other provision of this Indenture or under applicable law.

Section 9.02. Call of Meetings by Trustee.

The Trustee may at any time call a meeting of Holders to take any action specified in ‎Section 9.01, to be held at such time and

at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting

and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to ‎Section

8.01, shall be delivered to Holders of such Notes. Such notice shall also be delivered to the Company. Such notices shall be delivered

not less than 20 nor more than 90 days prior to the date fixed for the meeting.

Any meeting of Holders shall be valid without notice

if the Holders of all Notes then outstanding are present in person or by proxy or if notice is waived before or after the meeting by the

Holders of all Notes then outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have,

before or after the meeting, waived notice.

Section 9.03. Call of Meetings by Company

or Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate

principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request

setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered the

notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the

place for such meeting and may call such meeting to take any action authorized in ‎Section 9.01, by delivering notice thereof

as provided in ‎Section 9.02.

Section 9.04. Qualifications for Voting.

To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Notes on the record date pertaining to

such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining

to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled

to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company

and its counsel.

Section 9.05. Regulations. Notwithstanding

any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders,

in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors

of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning

the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing,

appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in ‎Section

9.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman.

A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal

amount of the Notes represented at the meeting and entitled to vote at the meeting.

Subject to the provisions of ‎Section 8.04,

at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each $1,000 principal amount of Notes held or represented

by him, her or it; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged

as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to

vote other than by virtue of Notes held by him, her or it or instruments in writing as aforesaid duly designating him, her or it as the

proxy to vote on behalf of other Holders. Any meeting of Holders duly called pursuant to the provisions of ‎Section 9.02 or ‎Section

9.03 may be adjourned from time to time by the Holders of a majority of the aggregate principal amount of Notes represented at the meeting,

whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Section 9.06. Voting. The vote upon

any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the

Holders or of their representatives by proxy and the outstanding aggregate principal amount of the Notes held or represented by

them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for

or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate

of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the

secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by

ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the

meeting and showing that said notice was delivered as provided in ‎Section 9.02. The record shall show the aggregate principal

amount of the Notes voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the

permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the

Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

Any record so signed and verified shall be conclusive

evidence of the matters therein stated.

Section 9.07. No Delay of Rights by Meeting.

Nothing contained in this ‎Article 9 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of

Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right

or rights conferred upon or reserved to the Trustee or to the Holders under any of the provisions of this Indenture or of the Notes.

Article

Supplemental Indentures and Amendments

Section 10.01. Supplemental Indentures and Amendments

Without Consent of Holders. Notwithstanding anything to the contrary in ‎Section 10.02, the Company, when authorized by the

resolutions of the Board of Directors, and the Trustee, at the Company’s expense, may from time to time and at any time enter into

an indenture or indentures supplemental hereto for one or more of the following purposes:

(a)

to cure any ambiguity, omission, defect or inconsistency;

(b)

to provide for the assumption by a Successor Entity of the obligations of the Company under this Indenture pursuant to ‎Article

11;

(c)

to add guarantees with respect to the Notes;

(d)

to secure the Notes;

(e)

to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred

upon the Company;

(f)

to make any change that does not adversely affect the rights of any Holder;

(g) to irrevocably elect a Settlement Method

and/or Specified Dollar Amount (or a minimum Specified Dollar Amount) or eliminate the Company’s right to elect a Settlement

Method; provided, however, that no such election or elimination shall affect any Settlement Method theretofore elected (or

deemed to be elected) with respect to any Note pursuant to Section 14.02;

(h)

in connection with any Share Exchange Event, to provide that the Notes are convertible into units of Reference Property, subject

to the provisions of ‎Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by

‎Section 14.07;

(i)

to provide for the issuance of additional Notes pursuant to ‎Section 2.10; or

(j)

to evidence and provide for the appointment, under this Indenture, of a successor Trustee.

Upon the written request of the Company and subject

to ‎Section 10.05, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture

or amendment, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects

the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture or amendment authorized

by the provisions of this ‎Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any

of the Notes at the time outstanding, notwithstanding any of the provisions of ‎Section 10.02.

Section 10.02. Supplemental Indentures and Amendments

with Consent of Holders. With the consent (evidenced as provided in ‎Article 8) of the Holders of at least a majority of the

aggregate principal amount of the Notes then outstanding (determined in accordance with ‎Article 8 and including, without limitation,

consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the Company, when authorized by the resolutions

of the Board of Directors, and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture

or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions

of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however,

that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture or amendment shall:

(a)

reduce the amount of Notes whose Holders must consent to an amendment;

(b)

reduce the rate of or extend the stated time for payment of interest on any Note;

(c)

reduce the principal of or extend the Maturity Date of any Note;

(d)

reduce the amount of principal payable upon acceleration of the maturity of the Notes;

(e)

except as required by the Indenture, make any change that adversely affects the conversion rights of any Notes;

(f)

reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to

the Holders the Company’s obligation to make such payments, or the Company’s right to redeem the Notes, whether through an

amendment or waiver of provisions in the covenants, definitions or otherwise;

(g)

make any Note payable in a currency, or at a place of payment, other than that stated in the Note;

(h)

change the priority in right of payment of obligations under the Notes;

(i)

impair the right of any Holder to institute suit for the enforcement of any payment of principal (including the Redemption Price

and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest, if any, on, or the consideration due upon

conversion of, its Notes, on or after the respective due dates expressed or provided for in this Indenture; or

(j)

make any change in this ‎Article 10 that requires each Holder’s consent or in the waiver provisions in ‎Section

6.02 or ‎Section 6.09.

Upon the written request of the Company, and upon

the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to ‎Section 10.05, the Trustee shall

join with the Company in the execution of such supplemental indenture or amendment unless such supplemental indenture or amendment affects

the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,

but shall not be obligated to, enter into such supplemental indenture or amendment.

Holders do not need under this ‎Section 10.02

to approve the particular form of any proposed supplemental indenture or amendment. It shall be sufficient if such Holders approve the

substance thereof. After any such supplemental indenture or amendment becomes effective, the Company shall give to the Holders (with a

copy to the Trustee) a notice briefly describing such supplemental indenture or amendment. However, the failure to give such notice to

all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture or amendment.

Section 10.03. Effect of Supplemental Indentures

and Amendments. Upon the execution of any supplemental indenture or amendment pursuant to the provisions of this ‎Article 10,

this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights,

obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised

and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental

indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 10.04. Notation on Notes. Notes

authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this ‎Article 10 may,

at the Company’s expense, bear a notation in form reasonably acceptable to the Company and the Trustee as to any matter provided

for in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion

of the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s

expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee

pursuant to ‎Section 17.10) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.

Section 10.05. Evidence of Compliance of Supplemental

Indenture or Amendment to Be Furnished Trustee. In addition to the documents required by ‎Section 17.05, the Trustee shall receive

an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture or amendment that it is

requested to execute pursuant hereto complies with the requirements of this ‎Article 10 and is permitted or authorized by this Indenture,

and an Opinion of Counsel stating that such supplemental indenture or amendment is a valid and binding obligation of the Company, enforceable

against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability

relating to or affecting the enforcement of creditors’ rights and to general equity principles.

Article

Consolidation, Merger, Sale, Conveyance and Lease

Section 11.01. Company May Consolidate, Etc.

on Certain Terms.

(a)

Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer

or lease all or substantially all of its consolidated properties and assets, taken as a whole, to another Person (other than any such

sale, conveyance, transfer or lease to one or more of its Wholly Owned Subsidiaries) (such consolidation, merger, sale, conveyance, transfer

or lease, a “Business Combination Event”), unless:

(i) (A)

the resulting, surviving or transferee Person (if not the Company) shall be a Qualified Successor Entity organized and existing

under the laws of the United States of America, any State thereof or the District of Columbia (such Qualified Successor Entity, the

“Successor Entity”); and

(B)

the Successor Entity shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and

this Indenture; and

(ii)

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

under this Indenture.

For purposes of this ‎Section

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

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

or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance,

transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Section 11.02. Successor Corporation to Be Substituted.

In case of any such Business Combination Event and upon the assumption by the Successor Entity, by supplemental indenture, executed and

delivered to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the

due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual

performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Entity shall succeed

to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for

the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Entity thereupon may cause

to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore

shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Entity instead of the Company

and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver,

or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company

to the Trustee for authentication, and any Notes that such Successor Entity thereafter shall cause to be signed and delivered to the Trustee

for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes

theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date

of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease),

upon compliance with this ‎Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or

any successor that shall thereafter have become such in the manner prescribed in this ‎Article

11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released

from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes.

In case of any such Business Combination Event,

such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Section 11.03. Opinion Of Counsel to Be Given

to Trustee. If such Successor Entity is not the Company, no such Business Combination Event shall be effective unless the Trustee

shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such Business Combination Event

and any such assumption and, if a supplemental indenture is required in connection with such Business Combination Event, such supplemental

indenture, complies with the provisions of this ‎Article

11.

Article

Immunity of Incorporators, Stockholders, Officers and Directors

Section 12.01. Indenture and Notes Solely Corporate

Obligations. No recourse for the payment of the principal of or accrued and unpaid interest on, or the payment or delivery of any

Common Stock or cash due upon conversion of, any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse

under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Note,

nor because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent,

Officer or director or Subsidiary, as such, past, present or future, of the Company or of any successor Person, either directly or through

the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment

or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition

of, and as a consideration for, the execution of this Indenture and the issue of the Notes.

Article

[Intentionally Omitted]

Article

Conversion of Notes

Section 14.01. Conversion Privilege. (a)

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

option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or an integral multiple

thereof) of such Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time prior to the close

of business on the Business Day immediately preceding May 1, 2031 under the circumstances and during the periods set forth in ‎Section

14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b), on or after May 1, 2031 and prior to the close of

business on the Business Day immediately preceding the Maturity Date, in each case, based on an initial conversion rate of 224.0143 shares

of Common Stock (subject to adjustment as provided in this ‎Article

14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement

provisions of ‎Section 14.02, the “Conversion Obligation”).

(b) (i) Prior to the close of business on

the Business Day immediately preceding May 1, 2031, a Holder may surrender all or any portion of its Notes for conversion at any

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

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

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

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

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

forth in ‎Section 1.01. At such time as the Company directs the Bid Solicitation Agent (if other than the Company) in writing

to solicit bid quotations, the Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the

three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price,

along with appropriate contact information for each, and the Company shall direct those securities dealers to provide bids to the

Bid Solicitation Agent in accordance with the definition of Trading Price. The Bid Solicitation Agent (if other than the Company)

shall have no obligation to solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such

solicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid

Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless

a Holder or Holders of at least $1,000,000 aggregate principal amount of Notes provide the Company with reasonable evidence that the

Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported

Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall

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

Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes in accordance with the bids

solicited by the Bid Solicitation Agent, beginning on the next Trading Day and on each successive Trading Day until the Trading

Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the

Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct

the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided

in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation

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

determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal

amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the

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

promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination

shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the

Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of

the Common Stock and the Conversion Rate for such date, the Company shall promptly so notify the Holders, the Trustee and the

Conversion Agent (if other than the Trustee) in writing.

(ii)

If, prior to the close of business on the Business Day immediately preceding May 1, 2031, the Company elects to:

(A) issue

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

rights plan prior to separation of such rights from the Common Stock) entitling them, for a period of not more than 45 calendar days

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

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

including, the Trading Day immediately preceding the date of announcement of such issuance; or

(B)

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

warrants to purchase securities of the Company, which distribution has a per share value, as determined by the Company in good faith and

in a commercially reasonable manner, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately

preceding the date of announcement for such distribution,

then, in either case, the Company shall notify all Holders,

the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 50 Scheduled Trading Days prior to the Ex-Dividend

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

plan, as soon as reasonably practicable after the Company becomes aware that such separation has occurred or will occur); provided,

however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance

of doubt, the Company has not elected (or been deemed to have elected) another Settlement Method to apply), then the Company may instead

elect to provide such notice at least 10 Scheduled Trading Days before such Ex-Dividend Date, in which case (x) the Company shall settle

all conversions of Notes with a Conversion Date occurring on or after the date the Company provides such notice and on or before the Business

Day immediately before the Ex-Dividend Date for such distribution (or any earlier announcement by the Company that such distribution will

not take place) by Physical Settlement; and (y) the Company shall state in such notice that all such conversions will be settled by Physical

Settlement. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time

until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution

and (2) the Company’s announcement that such issuance or distribution will not take place (or, if later, in the case of a separation

of rights issued pursuant to a stockholder rights plan, until the 20th Trading Day following the date of such notice), in each case, even

if the Notes are not otherwise convertible at such time.

Notwithstanding the foregoing, a Holder

shall not be entitled to convert any of its Notes pursuant to this ‎Section 14.01(b)(ii) if such Holder participates, at the same

time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described

in ‎Section 14.01(b)(ii)(A) or ‎Section 14.01(b)(ii)(B) without having to convert its Note as if such Holder held a number

of shares of Common Stock equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of

Notes held by such Holder.

(iii)

If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of

business on the Business Day immediately preceding May 1, 2031, regardless of whether a Holder has the right to require the Company to

repurchase the Notes pursuant to ‎Section 15.02, or if the Company is a party to a Share Exchange Event (other than a Share Exchange

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

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

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

prior to the close of business on the Business Day immediately preceding May 1, 2031 (each such Fundamental Change, Make-Whole Fundamental

Change or Share Exchange Event, a “Corporate Event”), then, in each case, all or any portion of a Holder’s Notes

may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the 35th Trading Day after

such effective date or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until

the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than

the Trustee) in writing of such Corporate Event and the related conversion right no later than the Business Day after the effective date

of such Corporate Event. If the Company does not provide such notice by the Business Day immediately after such effective date, then the

last day on which the Notes are convertible pursuant to this ‎Section 14.01(b)(iii) as a result of such Corporate Event shall be

extended by the number of Business Days from, and including, the Business Day after such effective date to, but excluding, the date on

which the Company provides the notice.

(iv)

Prior to the close of business on the Business Day immediately preceding May 1, 2031, a Holder may surrender all or any portion

of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2026

(and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or

not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding

calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. Neither the Trustee nor the

Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the conditions to conversion

set forth in this ‎Section 14.01(b)(iv) have been met.

(v) If the Company calls any or

all of the Notes for Optional Redemption pursuant to ‎Article 16, Holders of any Called Notes may surrender for conversion

such Called Notes at any time prior to the close of business on the second Scheduled Trading Day immediately prior to the related

Redemption Date. After that time, the right to convert such Called Notes on account of such Redemption Notice shall expire, unless

the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or any portion

of such Called Notes until the Redemption Price has been paid or duly provided for. If the Company elects to redeem less than all of

the outstanding Notes in an Optional Redemption pursuant to ‎Section 16.01, and the Holder of any Note (or any owner of a

beneficial interest in any Global Note) is reasonably not able to determine, before the close of business on the 42nd Scheduled

Trading Day (or if, in accordance with ‎Section 14.02, the Company elects to settle all conversions of Notes called for

Optional Redemption with a Conversion Date that occurs during the related Redemption Period by Physical Settlement, before the close

of business on the 14th calendar day) immediately before the relevant Redemption Date, whether such Note or beneficial interest, as

applicable, is to be redeemed pursuant to such Optional Redemption, then, notwithstanding anything to the contrary in this Indenture

or the Notes, such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, at

any time before the close of business on the second Scheduled Trading Day immediately prior to such Redemption Date, unless the

Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to

convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and in each

case each such conversion shall be deemed to be of a Note called for Optional Redemption for purposes of this ‎Section

14.01(b)(v) and ‎Section 14.03 (“Deemed Redemption”).

(c)

For so long as the Certificate of Incorporation includes the Foreign Ownership Limitations, notwithstanding anything to the contrary

in the Notes or this Indenture, any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect

to the extent (but only to the extent) that such delivery would result in a violation of the restrictions on ownership of the Company’s

stock set forth in the Certificate of Incorporation. If any delivery of shares of Common Stock owed to a Holder upon conversion of Notes

is not made, in whole or in part, as a result of the Foreign Ownership Limitations or the other restrictions on ownership of the Company’s

stock set forth in the Certificate of Incorporation, the Company’s obligation to make such delivery shall not be extinguished, and

the Company shall deliver such shares as promptly as practicable after the applicable Holder gives notice to the Company and the Company

determines that such delivery would not result in a violation of the restrictions on ownership of the Company’s stock set forth

in the Certificate of Incorporation. The Trustee shall have no obligation to monitor any Person’s compliance with the foregoing

provisions.

Section 14.02. Conversion Procedure; Settlement

Upon Conversion.

(a)

Subject to this ‎Section 14.02, ‎Section 14.03(b) and ‎Section 14.07(a), upon conversion of any Note, the Company

shall pay and/or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted,

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

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

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

Common Stock in accordance with subsection ‎(j) of this ‎Section 14.02 (“Combination Settlement”), at its

election, as set forth in this ‎Section 14.02.

(i)

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

for which the relevant Conversion Date occurs on or after May 1, 2031, shall be settled using the same Settlement Method (including the

same Specified Dollar Amount, if applicable).

(ii)

Except for any conversions of Called Notes referred to in ‎Section 14.02(a)(i) for which the relevant Conversion Date occurs

during a Redemption Period, and any conversions for which the relevant Conversion Date occurs on or after May 1, 2031, the Company shall

use the same Settlement Method (including the same Specified Dollar Amount, if applicable) for all conversions with the same Conversion

Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions with different Conversion

Dates.

(iii)

If, in respect of any Conversion Date (or one of the periods described in the fourth immediately succeeding set of parentheses,

as the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method

in respect of such Conversion Date (or such period, as the case may be), the Company shall deliver such Settlement Notice in writing to

converting Holders (with a written copy to the Trustee and the Conversion Agent (if other than the Trustee)) no later than the close of

business on the Trading Day immediately following the relevant Conversion Date (or, in the case of (x) any conversions of Called Notes

for which the relevant Conversion Date occurs during a related Redemption Period, in the relevant Redemption Notice, or (y) any conversions

of Notes for which the relevant Conversion Date occurs on or after May 1, 2031, no later than May 1, 2031) (in each case, the “Settlement

Method Election Deadline”). If the Company does not elect a Settlement Method with respect to a conversion prior to the deadline

set forth in the immediately preceding sentence, then the Company shall no longer have the right to elect Cash Settlement or Physical

Settlement for such conversion and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation,

and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000, for such conversion. Such Settlement Notice

shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice

shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice to Holders

electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal

amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000.

If the Company calls any Notes for Optional Redemption, and the related Redemption Date is on or after May 1, 2031, then the Settlement

Method that the Company elects to apply for conversions of Called Notes with a Conversion Date occurring during the related Redemption

Period must be the same Settlement Method that applies to all conversions with a Conversion Date that occurs on or after May 1, 2031.

By notice to Holders (a copy of

which the Company shall concurrently provide to the Trustee and the Conversion Agent (if other than the Trustee)), the Company may,

prior to May 1, 2031, at its option, irrevocably elect to satisfy its Conversion Obligation with respect to the Notes through any

Settlement Method that the Company is then permitted to elect (including Combination Settlement with a Specified Dollar Amount per

$1,000 principal amount of the Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000

principal amount of the Notes at or above any specified amount set forth in such election notice) for all Conversion Dates occurring

subsequent to delivery of such notice. If the Company elects to irrevocably fix the Settlement Method to Combination Settlement with

an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of the Notes at or above a specified amount,

the Company shall, after the date of such election, as the case may be, inform Holders converting their Notes (with a written copy

to the Trustee and the Conversion Agent (if other than the Trustee)) in writing of such Specified Dollar Amount in respect of the

relevant conversion or conversions no later than the relevant Settlement Method Election Deadline for such conversion or conversions

as described above, or, if the Company does not timely inform the Holders converting their Notes of the Specified Dollar Amount,

such Specified Dollar Amount shall be the specific amount set forth in the election notice or, if no specific amount was set forth

in the election notice, such Specified Dollar Amount shall be deemed to be $1,000 per $1,000 principal amount of the Notes.

Notwithstanding the foregoing, no such irrevocable election shall affect any Settlement Method theretofore elected (or deemed to be

elected) with respect to any Note pursuant to this ‎Section 14.02. For the avoidance of doubt, such an irrevocable election,

if made, shall be effective without the need to amend this Indenture or the Notes, including pursuant to ‎Section 10.01(g).

However, the Company may nonetheless choose to execute such an amendment at the Company’s option.

If the Company irrevocably fixes the

Settlement Method pursuant to the immediately preceding paragraph, then the Company shall either post the fixed Settlement Method on its

website or disclose the same in a current report on Form 8-K (or any successor form) that is filed with the Commission.

(iv)

The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement

Amount”) shall be computed as follows:

(A)

if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall

deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock

equal to the Conversion Rate in effect immediately after the close of business on the relevant Conversion Date (plus cash in lieu of any

fractional share of Common Stock issuable upon such conversion);

(B) if

the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to

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

Daily Conversion Values for each of the 40 consecutive VWAP Trading Days during the related Observation Period; and

(C)

if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination

Settlement, the Company shall pay and/or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted,

a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive VWAP Trading Days during the related

Observation Period (plus cash in lieu of any fractional share of Common Stock issuable upon such conversion).

(v)

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

as soon as reasonably practicable following the last day of the Observation Period. Following such determination of the Daily Settlement

Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share

of Common Stock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts

or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock.

The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

(b)

Subject to ‎Section 14.02(e), before any Holder of a Note

shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures

of the Depositary in effect at that time and, if required, pay to the Company funds equal to interest payable on the next Interest Payment

Date to which such Holder is not entitled as set forth in ‎Section 14.02(h) and (ii) in the case of a Physical Note (A) complete,

manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (a “Notice

of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted

and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be

delivered upon settlement of the Conversion Obligation to be registered, (B) surrender such Notes, duly endorsed to the Company or in

blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, furnish

appropriate endorsements and transfer documents and (D) if required, pay to the Company funds equal to interest payable on the next Interest

Payment Date to which such Holder is not entitled as set forth in ‎Section 14.02(h). The Trustee (and if different, the Conversion

Agent) shall notify the Company of any conversion pursuant to this ‎Article 14 on the Conversion Date for such conversion. No Notice

of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change

Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance

with ‎Section 15.03.

Subject to any procedures or requirements of the

applicable Depositary in the case of any Global Note, if more than one Note shall be surrendered for conversion at one time by the same

Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes

(or specified portions thereof to the extent permitted thereby) so surrendered.

(c)

A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion

Date”) that the Holder has complied with the requirements set forth in subsection ‎(b) above. Except as set forth in ‎‎Section

14.03(b) and ‎Section 14.07(a), the Company shall pay and/or deliver, as the case may be, the consideration due in respect of the

Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement

(provided that, with respect to any Conversion Date occurring after the Regular Record Date immediately preceding the Maturity

Date, the Company shall settle the related conversion on the Maturity Date), or on the second Business Day immediately following the last

VWAP Trading Day of the Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to a converting

Holder, the Company shall issue and deliver (or otherwise cause to be issued and delivered) to such Holder, or such Holder’s nominee

or nominees, the full number of shares of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary,

in satisfaction of the Company’s Conversion Obligation.

(d)

In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and

deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in Authorized Denominations in an aggregate

principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder

but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer

tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder

of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion.

(e)

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

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

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

the certificates (or book-entry evidence) representing the shares of Common Stock being issued in a name other than the Holder’s

name until the Company receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding

sentence.

(f)

Except as provided in ‎Section 14.04, no adjustment shall

be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this ‎Article 14.

(g)

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

a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in

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

(h)

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

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

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

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

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

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

the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders

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

the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close

of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied

by funds equal to the amount of interest payable on the Notes so converted on the corresponding Interest Payment Date (regardless of whether

the converting Holder was the Holder of record on the corresponding Regular Record Date); provided, however, that no such payment

shall be required (i) for conversions following the Regular Record Date immediately preceding the Maturity Date; (ii) with respect to

conversions of any Called Notes, if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to

the second Scheduled Trading Day immediately following the corresponding Interest Payment Date; (iii) if the Company has specified a Fundamental

Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding

Interest Payment Date; or (iv) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with

respect to such Note. Therefore, for the avoidance of doubt, all Holders of record as of the close of business on the Regular Record Date

immediately preceding the Maturity Date, any Redemption Date or any Fundamental Change Repurchase Date as described in the preceding clauses

‎(i) through ‎(iii) shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment

Date in cash regardless of whether their Notes have been converted following such Regular Record Date, and the converting Holder shall

not be required to make a corresponding payment.

(i)

The Person in whose name any shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record

of such shares as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation

by Physical Settlement) or the last VWAP Trading Day of the relevant Observation Period (if the Company elects to satisfy the related

Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder

of such Notes surrendered for conversion.

(j)

The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu

of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in

the case of Physical Settlement) or based on the Daily VWAP for the last VWAP Trading Day of the relevant Observation Period (in the case

of Combination Settlement). Subject to any procedures or requirements of the applicable Depositary in the case of any Global Note, for

each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued

upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and

any fractional shares remaining after such computation shall be paid in cash.

Section 14.03. Increased Conversion Rate Applicable

to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Redemption Notice. (a) If (x) the Effective Date

of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (y) the Company gives a Redemption Notice with respect to any

or all of the Notes in accordance with ‎Article 16 and, in each case, a Holder elects to convert any Note in connection with such

Make-Whole Fundamental Change or convert its Called Notes in connection with a Redemption Notice, as the case may be, then the Company

shall, under the circumstances set forth below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of

additional shares of Common Stock (the “Additional Shares”), as set forth below. A conversion of Notes shall be deemed

for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received

by the Conversion Agent from, and including, the Effective Date of such Make-Whole Fundamental Change up to, and including, the Business

Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that is an

Exempted Fundamental Change or would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof,

the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole

Fundamental Change Period”). A conversion of Called Notes shall be deemed for these purposes to be “in connection with”

a Redemption Notice if the relevant Conversion Date occurs during the related Redemption Period. For the avoidance of doubt, the Company

shall increase the Conversion Rate in connection with a Redemption Notice only with respect to conversions of Called Notes, and not for

Notes that are not Called Notes. Accordingly, if the Company elects to redeem less than all of the outstanding Notes in an Optional Redemption

pursuant to ‎Section 16.01, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes on account

of the related Redemption Notice and shall not be entitled to an increased Conversion Rate for conversions of such Notes on account of

the Redemption Notice during the related Redemption Period if such Notes are otherwise convertible.

(b) Upon surrender of Notes for conversion

in connection with a Make-Whole Fundamental Change or Redemption Notice, the Company shall, at its option, satisfy the related

Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with ‎Section 14.02

(after giving effect to any increase in the Conversion Rate pursuant to ‎Section 14.03(a)); provided, however,

that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change

that constitutes a Share Exchange Event, the Reference Property of which is composed entirely of cash, for any conversion of Notes

following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on

the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal

to the Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock Price. In such event, the

Conversion Obligation shall be paid to Holders in cash on the second Business Day following the Conversion Date. The Company shall

notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Effective Date of any

Make-Whole Fundamental Change and, no later than five Business Days after such Effective Date, issue a press release announcing such

Effective Date, disclose such Effective Date in a current report on Form 8-K or post such Effective Date on the Company’s

website.

(c)

The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the

table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective or the date of the Redemption Notice,

as the case may be (in each case, the “Effective Date”), and the price paid (or deemed to be paid) per share of the

Common Stock in the Make-Whole Fundamental Change, or with respect to an Optional Redemption, the average of the Last Reported Sale Prices

of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the date of such

Redemption Notice, as the case may be (the “Stock Price”). If the holders of the Common Stock receive in exchange for

their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock

Price shall be the cash amount paid per share. Otherwise, the Stock Price with respect to a Make-Whole Fundamental Change shall be the

average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and including, the Trading Day

immediately preceding the Effective Date of the Make-Whole Fundamental Change. The Company shall make appropriate adjustments to the Stock

Price, in its good faith determination and in a commercially reasonable manner, to account for any adjustment to the Conversion Rate that

becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date (as such term

is used in ‎Section 14.04) or expiration date of the event occurs during such five consecutive Trading Day period.

(d)

The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate

of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment,

multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the

Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in

the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in ‎Section 14.04.

(e)

The following table sets forth the number of Additional Shares of Common Stock by which the Conversion Rate shall be increased

per $1,000 principal amount of Notes pursuant to this ‎Section 14.03 for each Stock Price and Effective Date set forth below:

Stock Price

Effective Date

$3.72

$4.00

$4.25

$4.46

$4.75

$5.50

$10.00

$25.00

$50.00

$75.00

$125.00

July 31, 2026

44.8029

35.7073

14.7440

3.9888

1.0024

0.2284

0.0000

August 1, 2027

44.8029

42.2400

32.6345

12.6870

3.4608

0.8824

0.1971

0.0000

August 1, 2028

44.8029

44.1054

38.7389

28.7945

10.2140

2.8304

0.7384

0.1620

0.0000

August 1, 2029

44.8029

39.7870

33.9263

23.5236

7.2090

2.0572

0.5514

0.1171

0.0000

August 1, 2030

44.8029

39.6024

33.4552

26.6737

15.6564

3.7290

1.1244

0.3124

0.0636

0.0000

August 1, 2031

44.8029

25.9857

11.2798

0.0000

The exact Stock Price and Effective Date may not

be set forth in the table above, in which case:

(i)

if the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in the table,

the number of Additional Shares by which the Conversion Rate will be increased shall be determined by a straight-line interpolation between

the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable,

based on a 365-day year;

(ii)

if the Stock Price is greater than $125.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in

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

Rate; and

(iii)

if the Stock Price is less than $3.72 per share (subject to adjustment in the same manner as the Stock Prices set forth in the

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

Notwithstanding the foregoing, in no event shall

the Conversion Rate per $1,000 principal amount of Notes exceed 268.8172 shares of Common Stock, subject to adjustment in the same manner

as the Conversion Rate pursuant to ‎Section 14.04.

(f)

Nothing in this ‎Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to ‎Section 14.04 in respect

of a Make-Whole Fundamental Change.

Section 14.04. Adjustment of Conversion Rate.

The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company

shall not make any adjustments to the Conversion Rate if each Holder of the Notes participates (other than in the case of (x) a share

split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock

and solely as a result of holding the Notes, in any of the transactions described in this ‎Section 14.04, without having to convert

such Holder’s Notes, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate, multiplied by

the principal amount (expressed in thousands) of Notes held by such Holder.

(a)

If the Company exclusively issues shares of Common Stock as a dividend or distribution on all or substantially all outstanding

shares of the Common Stock, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based

on the following formula:

where,

= the Conversion Rate in effect immediately prior to the open

of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date

of such share split or share combination, as applicable;

the Conversion Rate in effect immediately after the open

of business on such Ex-Dividend Date or Effective Date;

= the number of shares of Common Stock outstanding immediately

prior to the open of business on such Ex-Dividend Date or Effective Date (before giving effect to such dividend, distribution, split

or combination); and

= the number of shares of Common Stock outstanding immediately

after giving effect to such dividend, distribution, share split or share combination.

Any adjustment made under this ‎Section 14.04(a) shall become

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

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

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

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

effect if such dividend or distribution had not been declared.

(b)

If the Company issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection

with a stockholders’ rights plan) entitling them, for a period of not more than 45 calendar days after the announcement date of

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

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

preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula:

where,

= the Conversion Rate in effect immediately prior to the open

of business on the Ex-Dividend Date for such issuance;

= the Conversion Rate in effect immediately after the open

of business on such Ex-Dividend Date;

= the number of shares of Common Stock outstanding immediately

prior to the open of business on such Ex-Dividend Date;

X =

the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y =

the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by

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

the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

Any increase made under this ‎Section 14.04(b) shall be made

successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business

on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the expiration of such

rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase

with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common

Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion Rate shall be decreased, effective as

of the date the Board of Directors determines not to issue such rights, options or warrants, to the Conversion Rate that would then be

in effect if such Ex-Dividend Date for such issuance had not occurred.

For purposes of this ‎Section 14.04(b) and

for the purpose of ‎Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders to subscribe

for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive

Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in

determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received

by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration,

if other than cash, to be determined by the Company in good faith and in a commercially reasonable manner.

Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its

Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions

or issuances as to which an adjustment was effected (or would have been effected but for the 1% Exception) pursuant to

‎Section 14.04(a) or ‎Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which the

provisions set forth in ‎Section 14.04(d) shall apply, (iii) rights issued pursuant to a rights plan, except to the extent set

forth in ‎Section 14.11, (iv) any distributions of Reference Property in exchange for the Common Stock in connection with a

Share Exchange Event and (v) Spin-Offs as to which the provisions set forth below in this ‎Section 14.04(c) shall apply (any

of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire

Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based

on the following formula:

where,

= the Conversion Rate in effect immediately prior to the open

of business on the Ex-Dividend Date for such distribution;

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

= the average of the Last Reported Sale Prices of the

Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend

Date for such distribution; and

FMV =

the fair market value (as determined by the Company in good faith and in a commercially reasonable manner) of the Distributed Property

with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

Any increase made under the portion of this

‎Section 14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such

distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased, effective as of the date the

Board of Directors determines not to pay or make such distribution, to the Conversion Rate that would then be in effect if such

distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater

than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in

respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the

Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of

shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If the Company

determines the “FMV” (as defined above) of any distribution for purposes of this ‎Section 14.04(c) by reference to

the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same

period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and

including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

With respect to an adjustment pursuant to this

‎Section 14.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock

of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or,

when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion

Rate shall be increased based on the following formula:

where,

= the Conversion Rate in effect immediately prior to the end

of the Valuation Period;

the Conversion Rate in effect immediately after the end of the Valuation Period;

= the average of the Last Reported Sale Prices of the

Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock over

the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”);

and

the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

The increase to the Conversion Rate under the preceding

paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided that (x) in respect of

any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period,

references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have

elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, the Conversion Date in determining the Conversion

Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any VWAP Trading

Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, references to “10”

in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including,

the Ex-Dividend Date for the Spin-Off to, and including, such VWAP Trading Day in determining the Conversion Rate as of such VWAP Trading

Day. If any dividend or distribution that constitute a Spin-Off is declared but not so paid or made, the Conversion Rate shall be immediately

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

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

For purposes of this ‎Section 14.04(c) (and

subject in all respect to ‎Section 14.11), rights, options or warrants

distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s

Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the

occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the

Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed

not to have been distributed for purposes of this ‎Section 14.04(c) (and no adjustment to the Conversion Rate under this ‎Section

14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed

to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this ‎Section

14.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date

of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase

different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed

to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the

existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof).

In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event

(of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution

amount for which an adjustment to the Conversion Rate under this ‎Section 14.04(c) was made, (1) in the case of any such rights,

options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption

or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion

Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as

though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock

with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders

of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have

expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options

and warrants had not been issued.

For purposes of ‎Section 14.04(a),

‎Section 14.04(b) and this ‎Section 14.04(c), if any dividend

or distribution to which this ‎Section 14.04(c) is applicable also includes one or both of:

(A)

a dividend or distribution of shares of Common Stock to which ‎Section 14.04(a) is applicable (the “Clause A Distribution”);

(B)

a dividend or distribution of rights, options or warrants to which ‎Section 14.04(b) is applicable (the “Clause

B Distribution”),

then, in either case, (1) such dividend or distribution,

other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this ‎Section

14.04(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this ‎Section

14.04(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall

be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by ‎Section 14.04(a) and ‎Section

14.04(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of

the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any

shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately

prior to the open of business on such Ex-Dividend Date or Effective Date” within the meaning of ‎Section 14.04(a) or “outstanding

immediately prior to the open of business on such Ex-Dividend Date” within the meaning of ‎Section 14.04(b).

(d)

If any cash dividend or distribution is made to all or substantially all holders of the Common Stock, the Conversion Rate shall

be adjusted based on the following formula:

where,

= the Conversion Rate in effect immediately prior to the open

of business on the Ex-Dividend Date for such dividend or distribution;

= the Conversion Rate in effect immediately after the open

of business on the Ex-Dividend Date for such dividend or distribution;

= the Last Reported Sale Price of the Common Stock on the Trading

Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and

= the amount in cash per share the Company distributes to all

or substantially all holders of the Common Stock.

Any increase pursuant to this ‎Section 14.04(d) shall become

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

is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make or pay

such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined

above), then, in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes, at the

same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if

such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.

(e)

If the Company or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Common Stock (other

than an odd-lot tender offer), to the extent that the cash and value of any other consideration included in the payment per share of the

Common Stock exceeds the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing

on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or

exchange offer, the Conversion Rate shall be increased based on the following formula:

where,

= the Conversion Rate in effect immediately prior to the close

of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange

offer expires;

= the Conversion Rate in effect immediately after the close

of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange

offer expires;

AC =

the aggregate value of all cash and any other consideration (as determined by the Company in good faith and in a commercially reasonable

manner) paid or payable for shares of Common Stock purchased in such tender or exchange offer;

= the number of shares of Common Stock outstanding immediately

prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted

for purchase or exchange in such tender or exchange offer);

= the number of shares of Common Stock outstanding immediately

after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for

purchase or exchange in such tender or exchange offer); and

= the average of the Last Reported Sale Prices of the Common

Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or

exchange offer expires.

The increase to the Conversion Rate under

this ‎Section 14.04(e) shall occur at the close of business on

the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer

expires; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant

Conversion Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the

expiration date of any tender or exchange offer, references to “10” or “10th” in the preceding paragraph

shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next

succeeding the date that such tender or exchange offer expires to, and including, the Conversion Date in determining the Conversion

Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any VWAP

Trading Day that falls within the relevant Observation Period for such conversion and within the 10 Trading Days immediately

following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to

“10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days

as have elapsed from, and including, the Trading Day next succeeding the expiration date of such tender or exchange offer to, and

including, such VWAP Trading Day in determining the Conversion Rate as of such VWAP Trading Day.

If the Company or one of its Subsidiaries is obligated

to purchase the Common Stock pursuant to any such tender or exchange offer described in this ‎Section 14.04(e) but

the Company or such Subsidiary is permanently prevented by applicable law from effecting an such purchase or all such purchases are rescinded,

the applicable Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer

had not been made or had been made only in respect of purchases that have been effected.

(f)

Notwithstanding this ‎Section 14.04 or any other provision of this Indenture or the Notes, if a Conversion Rate adjustment

becomes effective on any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior

to the related Record Date would be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described

under ‎Section 14.02(i) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate

adjustment provisions in this ‎Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made

for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock

on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

(g)

Except as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Common Stock or any

securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such

convertible or exchangeable securities.

(h) In addition to those adjustments

required by clauses ‎(a), ‎(b), ‎(c), ‎(d) and ‎(e) of this ‎Section 14.04, and to the extent

permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities are

then listed, the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days

if the Board of Directors determines that such increase would be in the Company’s best interest. In addition, to the extent

permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities are

then listed, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of

Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights

to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding

two sentences, the Company shall deliver to the Holder of each Note a notice of the increase at least 15 days prior to the date the

increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it

will be in effect.

(i)

Notwithstanding anything to the contrary in this ‎Article 14, the Conversion Rate shall not be adjusted:

(i)

upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends

or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under

any plan;

(ii)

upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future

employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries;

(iii)

upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible

security not described in clause ‎(ii) of this subsection and outstanding as of the date the Notes were first issued;

(iv)

upon the repurchase of any shares of Common Stock pursuant to an open market share repurchase program or other buy-back transaction

that is not a tender offer or exchange offer of the nature described under ‎Section 14.04‎(e);

(v)

solely for a change in the par value of the Common Stock; or

(vi)

for accrued and unpaid interest, if any.

(j)

All calculations and other determinations under this ‎Article 14 shall be made by the Company and shall be made to the nearest

one-ten thousandth (1/10,000th) of a share.

(k) The Company shall not be required to

make an adjustment to the Conversion Rate unless the adjustment would require a change of at least 1% in the Conversion Rate; provided

that the Company shall carry forward, and take into account in any future adjustment, any adjustments that are less than 1% of the

Conversion Rate and make such carried-forward adjustments, regardless of whether the aggregate adjustment is at least 1%, (i) on the

effective date for any Make-Whole Fundamental Change and/or Fundamental Change, (ii) prior to the close of business on the

Conversion Date for any Note as to which Physical Settlement applies or in respect of any conversion following a replacement of the

Common Stock by Reference Property consisting solely of cash, (iii) prior to the open of business on each VWAP Trading Day of any

Observation Period in respect of the conversion of any Note as to which Cash Settlement or Combination Settlement applies (other

than as set forth in clause ‎(ii) above), (iv) on the date the Company sends a Redemption Notice for all or any Notes, (v) on

the date on which all such deferred adjustments would result in an aggregate change to the Conversion Rate of at least 1% and (vi)

on May 1, 2031.

(l)

Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion

Agent if not the Trustee) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief

statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officer’s

Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry

that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall

prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment

becomes effective and shall deliver such notice of such adjustment of the Conversion Rate to each Holder. Failure to deliver such notice

shall not affect the legality or validity of any such adjustment.

(m)

For purposes of this ‎Section 14.04, the number of shares of Common Stock at any time outstanding shall not include shares

of Common Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares

of Common Stock held in the treasury of the Company, but shall include shares of Common Stock issuable in respect of scrip certificates

issued in lieu of fractions of shares of Common Stock.

Section 14.05. Adjustments of Prices. Whenever

any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion

Values or the Daily Settlement Amounts over a span of multiple days (including, without limitation, an Observation Period and the period

for determining the Stock Price for purposes of a Make-Whole Fundamental Change or Optional Redemption), the Company shall make appropriate

adjustments to each in good faith and in a commercially reasonable manner to account for any adjustment to the Conversion Rate that becomes

effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date,

as the case may be, of the event occurs, at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily

Conversion Values or the Daily Settlement Amounts are to be calculated.

Section 14.06. Shares to Be Fully Paid.

The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient

shares of Common Stock to provide for conversion of the Notes from time to time as such Notes are presented for conversion (assuming delivery

of the maximum number of Additional Shares pursuant to ‎Section 14.03 and that at the time of computation of such number of shares,

all such Notes would be converted by a single Holder and that Physical Settlement were applicable).

Section 14.07. Effect of Recapitalizations,

Reclassifications and Changes of the Common Stock.

(a)

In the case of:

(i)

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

(ii)

any consolidation, merger, combination or similar transaction involving the Company,

(iii)

any sale, lease or other transfer or disposition to a third party of all or substantially all the consolidated assets of the Company

and the Company’s Subsidiaries, taken as a whole, or

(iv)

any statutory share exchange,

in each case, as a result of which the Common Stock would be converted

into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event,

a “Share Exchange Event”), then, at and after the effective time of such Share Exchange Event, the right to convert

each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount

of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number

of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled

to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and

amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event and, prior

to or at the effective time of such Share Exchange Event, the Company or the successor or purchasing Person, as the case may be, shall

execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right to convert each

$1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Event (A)

the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon

conversion of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance

with ‎Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required

to deliver upon conversion of the Notes in accordance with ‎Section 14.02 shall instead be deliverable in the amount and type of

Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Share Exchange Event

and (III) the Daily VWAP and the Last Reported Sale Price (including, without limitation, for purposes of ‎Article 16) shall be

calculated based on the value (as determined by, or in the manner prescribed by, the Board of Directors) of a unit of Reference Property.

If the Share Exchange Event causes the Common

Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in

part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be

deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and

(ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the weighted average of the

consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only

cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date

of such Share Exchange Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash

in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to

‎Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the

Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the second Business Day immediately

following the relevant Conversion Date. The Company shall notify, in writing, the Holders, the Trustee and the Conversion Agent (if

other than the Trustee) of such weighted average as soon as practicable after such determination is made.

Such supplemental indenture described in the second

immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible

to the adjustments provided for in this ‎Article 14. If, in the case of any Share Exchange Event, the Reference Property includes

shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor

or purchasing Person, as the case may be, in such Share Exchange Event, then such supplemental indenture shall also be executed by such

other Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors

shall consider in good faith necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth

in ‎Article 15.

If the Notes become convertible into Reference

Property, the Company shall notify the Trustee in writing and issue a press release containing the relevant information, disclose the

relevant information in a current report on Form 8-K or post such information on the Company’s website.

(b)

When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07, the Company

shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash,

securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to

be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all

Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days

after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

(c)

The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎Section 14.07.

None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes, as set forth in ‎Section 14.01

and ‎Section 14.02 prior to the effective date of such Share Exchange Event.

(d)

The above provisions of this Section shall similarly apply to successive Share Exchange Events.

Section 14.08. Certain Covenants. (a) The

Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company

and free from all taxes, liens and charges with respect to the issue thereof.

(b)

The Company further covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder

require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock

may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission,

secure such registration or approval, as the case may be.

(c)

The Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated

quotation system the Company will use its reasonable best efforts to list and keep listed, so long as the Common Stock shall be so listed

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

Section 14.09. Responsibility of

Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to

determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any

increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with

respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee

and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares

of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note;

and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion

Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock

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

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

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

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

amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after

any event referred to in such ‎Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the

provisions of ‎Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of

any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Company shall be obligated

to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor

the Conversion Agent shall be responsible for determining whether any event contemplated by ‎Section 14.01(b) has occurred

that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the

Conversion Agent the notices referred to in ‎Section 14.01(b) with respect to the commencement or termination of such

conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver

such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as

shall be provided for in ‎Section 14.01(b).

Section 14.10. [Reserved].

Section 14.11. Stockholder Rights Plans.

If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such

conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued

upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan,

as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares

of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at

the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided

in ‎Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Section 14.12. Exchange in Lieu of Conversion.

(a) When a Holder surrenders Notes for conversion, the Company may, at its election, direct the surrender of, on or prior to the Scheduled

Trading Day immediately following the relevant Conversion Date, such Notes to a financial institution designated by the Company for exchange

in lieu of conversion (each, an “Exchange in Lieu of Conversion”). In order to accept any Notes surrendered for conversion,

the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash,

shares of Common Stock or a combination thereof due upon conversion, all in accordance with ‎Section 14.02. By the close of business

on the Scheduled Trading Day immediately following the relevant Conversion Date, the Company shall notify the Holder surrendering Notes

for conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Company has directed the designated

financial institution to make an Exchange in Lieu of Conversion.

(b) If the designated financial institution

accepts any such Notes, it shall pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof

due upon conversion to such Holder on the second Business Day immediately following the last VWAP Trading Day of the applicable

Observation Period (or, if the Company has elected Physical Settlement, on the second Business Day immediately following the

relevant Conversion Date, except that, with respect to any Conversion Date occurring after the Regular Record Date immediately

preceding the Maturity Date with respect to which the Company has elected Physical Settlement, the designated financial institution

shall settle any such conversion on the Maturity Date). If the designated financial institution agrees to accept any Notes for

exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may

be, or if such designated financial institution does not accept the Notes for exchange, the Company shall convert the Notes and pay

and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second

Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Company has elected

Physical Settlement, on the second Business Day immediately following the relevant Conversion Date, except that, with respect to any

Conversion Date occurring after the Regular Record Date immediately preceding the Maturity Date with respect to which the Company

has elected Physical Settlement, the Company shall settle any such conversion on the Maturity Date) in accordance with

‎Section 14.02.

(c)

The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the

financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company

may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate the

Company for any such transaction. Any Notes exchanged by any designated financial institution pursuant to this ‎Section 14.12 shall

remain outstanding, notwithstanding the surrender of such Notes and shall be subject to the applicable procedures of the Depositary.

(d)

The Company, the Conversion Agent and the Holders surrendering their Notes for conversion shall cooperate to cause such Notes to

be delivered to the designated financial institution and the Conversion Agent shall be entitled to conclusively rely on the Company’s

instructions in connection with effecting any exchange election and shall have no liability for any such exchange election outside of

its control.

Article

Repurchase of Notes at Option of Holders

Section 15.01. [Intentionally Omitted].

Section 15.02. Repurchase at Option of Holders

Upon a Fundamental Change. (a) If a Fundamental Change, other than an Exempted Fundamental Change, occurs at any time, each Holder

shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or

any portion thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the “Fundamental Change Repurchase

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

Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid

interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”),

unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which

such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders

of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of

Notes to be repurchased pursuant to this ‎Article 15. The Fundamental Change Repurchase Date shall be subject to postponement in

order to allow the Company to comply with applicable law.

(b)

Repurchases of Notes under this ‎Section 15.02 shall be made, at the option of the Holder thereof, upon:

(i)

delivery to the applicable Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”)

in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance

with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before

the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and

(ii)

delivery of the Notes, if the Notes are Physical Notes, to the applicable Paying Agent at any time after delivery of the Fundamental

Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the applicable Paying

Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each

case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.

The Fundamental Change Repurchase Notice in respect

of any Notes to be repurchased shall state:

(i)

in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;

(ii)

the portion of the principal amount of Notes to be repurchased, which must be in an Authorized Denomination; and

(iii)

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

provided, however, that if the Notes are Global Notes,

the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures.

Notwithstanding anything herein to the contrary,

any Holder delivering to the applicable Paying Agent the Fundamental Change Repurchase Notice contemplated by this ‎Section 15.02

shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business

on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the

applicable Paying Agent in accordance with ‎Section 15.03.

The applicable Paying Agent shall promptly notify

the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

the occurrence of the effective date of a Fundamental Change (other than an Exempted Fundamental Change), the Company shall provide

to all Holders of Notes, the Trustee, the Conversion Agent (if other than the Trustee) and the applicable Paying Agent (in the case

of a Paying Agent other than the Trustee or the Paying Agent for the Notes as defined in ‎Section 4.02) a written notice (the

“Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the

repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by

first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the

Depositary. Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in

the Fundamental Change Company Notice on the Company’s website or through such other public medium as the Company may use at

that time. Each Fundamental Change Company Notice shall specify:

(i)

the events causing the Fundamental Change;

(ii)

the effective date of the Fundamental Change;

(iii)

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

(iv)

the Fundamental Change Repurchase Price;

(v)

the Fundamental Change Repurchase Date;

(vi)

the name and address of the Paying Agent and the Conversion Agent, if applicable;

(vii)

if applicable, the Conversion Rate and any adjustments to the Conversion Rate;

(viii)

that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only

if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and

(ix)

the procedures that Holders must follow to require the Company to repurchase their Notes.

No failure of the Company to give the foregoing

notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase

of the Notes pursuant to this ‎Section 15.02.

At the Company’s request which shall be provided

at least two Business Days before such notice is to be sent (or such shorter time period as shall be acceptable to the Trustee), the Trustee

shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases,

the text of such Fundamental Change Company Notice shall be prepared by the Company.

(d)

Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental

Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date

(except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price

with respect to such Notes). The applicable Paying Agent will promptly return to the respective Holders thereof any Physical Notes held

by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment

of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance

with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be,

the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

(e)

Notwithstanding anything to the contrary in this ‎Article 15, the Company shall not be required to repurchase or make an

offer to repurchase Notes upon the occurrence of a Fundamental Change if a third party makes such an offer in the same manner, at the

same time and otherwise in compliance with the requirements set forth in this ‎Article 15, and such third party repurchases all

Notes properly surrendered and not validly withdrawn upon such offer in compliance with the requirements set forth in this ‎Article

15 for repurchase upon such Fundamental Change by the Company.

(f)

The Company may appoint a tender agent in connection with any repurchase pursuant to this ‎Article 15, in which case such

tender agent shall be the Paying Agent in connection with such repurchase.

(g) Notwithstanding anything to the contrary

in the foregoing, the Company shall not be required to send a Fundamental Change Company Notice, or offer to repurchase or

repurchase any Notes, as set forth in this ‎Article 15, in connection with a Share Exchange Event that constitutes a

Fundamental Change pursuant to clause (b)(B) of the definition thereof (regardless of whether such Share Exchange Event also

constitutes a Fundamental Change pursuant to any other clause of such definition), if: (i) the Reference Property of such Share

Exchange Event consists entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change, the Notes become

convertible (pursuant to ‎‎Section 14.07 and, if applicable, ‎Section 14.03) into consideration that consists

solely of U.S. dollars in an amount per $1,000 principal amount of Notes that equals or exceeds the Fundamental Change Repurchase

Price per $1,000 principal amount of Notes (calculated assuming that the same includes the maximum amount of accrued interest

payable as part of the related Fundamental Change Repurchase Price); and (iii) the Company timely sends the notice relating to such

Fundamental Change required pursuant to ‎Section 14.01(b)(iii) and includes, in such notice, a statement that the Company is

relying on this ‎Section 15.02(g). For the avoidance of doubt, the maximum amount of accrued interest, if any, referred to in

the foregoing clause (ii) of this ‎Section 15.02(g) will be determined (x) by assuming that the Fundamental Change Repurchase

Date occurs on the latest possible date permitted for the applicable Fundamental Change pursuant to the provisions of ‎Section

15.02; and (y) without regard to the exception in the determination of the Fundamental Change Repurchase Price set forth at the end

of the first sentence of ‎Section 15.02(a). Any Fundamental Change with respect to which, in accordance with the provisions of

this ‎Section 15.02(g), the Company does not offer to repurchase any Notes is referred to herein as an “Exempted

Fundamental Change.”

Section 15.03. Withdrawal of Fundamental Change

Repurchase Notice. (a) A Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of a written notice

of withdrawal delivered to the Corporate Trust Office of the applicable Paying Agent in accordance with this ‎Section 15.03 at any

time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, specifying:

(i)

the aggregate principal amount of the Notes with respect to which such notice of withdrawal is being submitted,

(ii)

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

and

(iii)

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

which portion must be in an Authorized Denomination;

provided, however, that if the Notes are Global Notes,

the notice must comply with appropriate procedures of the Depositary.

Section 15.04. Deposit of Fundamental Change

Repurchase Price. (a) The Company will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company

is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in ‎Section 4.04) on or prior to 11:00 a.m.,

New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased

at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent

appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business

Day immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date

(provided the Holder has satisfied the conditions in ‎Section 15.02) and (ii) the time of book-entry transfer or the delivery

of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by ‎Section

15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register;

provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the

account of the Depositary or its nominee. The Trustee or applicable Paying Agent shall, promptly after such payment and upon written demand

by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price.

(b) If by 11:00 a.m. New York City time, on

the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make

payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, then, with

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

cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been

made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will

terminate (other than the right to receive the Fundamental Change Repurchase Price and, if applicable, accrued and unpaid

interest).

(c)

Upon surrender of a Physical Note that is to be repurchased in part pursuant to ‎Section 15.02, the Company shall execute

and the Trustee shall authenticate and deliver to the Holder a new Physical Note in an Authorized Denomination equal in principal amount

to the unrepurchased portion of the Physical Note surrendered.

Section 15.05. Covenant to Comply with Applicable

Laws Upon Repurchase of Notes. In connection with any repurchase offer, the Company will, if required by applicable law:

(a)

comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;

(b)

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

(c)

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

in each case, so as to permit the rights and obligations

under this ‎Article 15 to be exercised in the time and in the manner specified in this ‎Article 15. To the extent that the

provisions of any securities law or regulations enacted after the date of this Indenture conflict with this ‎Article 15, the Company

shall comply with the applicable securities laws or regulations and will not be deemed to have breached the Company’s obligations

under this ‎Article 15 by virtue of such conflict.

Article

Optional Redemption

Section 16.01. Optional Redemption on or after

August 6, 2029. (a) The Notes shall not be redeemable by the Company prior to August 6, 2029. On or after August 6, 2029, the Company

may redeem (an “Optional Redemption”) for cash all or any portion of the Notes (subject to the Partial Redemption Limitation),

at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion Price then in effect

for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the date on which the Company

provides the Redemption Notice in accordance with ‎Section 16.02, during any 30 consecutive Trading Day period ending on, and including,

the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with ‎Section 16.02.

(b)

If the Company decides to redeem fewer than all of the outstanding Notes pursuant to an Optional Redemption, then the excess of

the principal amount of Notes outstanding as of the time the Company sends the related Redemption Notice over the aggregate principal

amount of Notes set forth in such Redemption Notice as being subject to such Optional Redemption must be at least $50,000,000 (such requirement,

the “Partial Redemption Limitation”). If the Company decides to redeem fewer than all of the outstanding Notes pursuant

to an Optional Redemption and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected by the Depositary

in accordance with the applicable procedures of the Depositary. If the Company decides to redeem fewer than all of the outstanding Notes

pursuant to an Optional Redemption and the Notes to be redeemed are not Global Notes then held by the Depositary, the Trustee shall select

the Notes or portions thereof to be redeemed (in Authorized Denominations) by lot, on a pro rata basis or by another method the

Trustee considers to be fair and appropriate. If any Note selected for partial Optional Redemption is submitted for conversion in part

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

for such partial Optional Redemption.

Section 16.02. Redemption Notice. (a) In

case the Company exercises its Optional Redemption right to redeem all or any portion of the Notes pursuant to Section 16.01, it shall

fix a date for such Optional Redemption (each, a “Redemption Date”) and the Company (or, at the Company’s written

request (with such request including an Officer’s Certificate requesting that the Trustee give such Redemption Notice, setting forth

the information to be stated in such Redemption Notice as provided in ‎Section 16.02(c), and stating that all conditions precedent

to the delivery of such Redemption Notice have been or will be complied with) received by the Trustee at least two Business Days prior

to the date of giving the Redemption Notice (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the

name of and at the expense of the Company) shall deliver or cause to be delivered a written notice of such Optional Redemption (a “Redemption

Notice”) not less than 50 nor more than 65 Scheduled Trading Days prior to the Redemption Date to the Trustee, the Conversion

Agent (if other than the Trustee), the Paying Agent (if other than the Trustee) and each Holder; provided that if, in accordance

with ‎Section 14.02, the Company elects to settle all conversions of Called Notes with a Conversion Date that occurs during the

related Redemption Period by Physical Settlement, then the Company shall provide the Redemption Notice not less than 15 nor more than

60 calendar days before the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent (if other

than the Trustee) and each Holder of Notes. The Redemption Date must be a Business Day, and the Company shall not specify a Redemption

Date that falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date.

(b)

The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether

or not the Holder receives such notice. In any case, failure to duly give such Redemption Notice or any defect in the Redemption Notice

to the Holder of any Note designated for Optional Redemption as a whole or in part shall not affect the validity of the proceedings for

the Optional Redemption of any other Note.

(c)

Each Redemption Notice shall specify:

(i)

the Redemption Date;

(ii)

the Redemption Price;

(iii)

that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest

thereon, if any, shall cease to accrue on and after the Redemption Date (except as provided in the parenthetical of the definition of

Redemption Price);

(iv)

the place or places where such Notes are to be surrendered for payment of the Redemption Price;

(v)

that Holders of Called Notes may surrender their Called Notes for conversion at any time prior to the close of business on the

second Scheduled Trading Day immediately preceding the Redemption Date;

(vi)

the procedures a converting Holder of Called Notes must follow to convert its Called Notes and the Settlement Method and Specified

Dollar Amount, if applicable;

(vii)

the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with ‎Section

14.03;

(viii)

the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and

(ix)

in case any Physical Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and

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

thereof shall be issued.

Each Redemption Notice shall be irrevocable. Simultaneously with providing

any Redemption Notice, the Company shall issue a press release through such national newswire service as the Company then uses containing

the information set forth in such Redemption Notice.

Section 16.03. Payment of Notes Called for Optional

Redemption. (a) If any Redemption Notice has been given in respect of the Notes in accordance with ‎Section 16.02, the Notes

shall become due and payable on the Redemption Date at the place or places stated in the Redemption Notice and at the applicable Redemption

Price. On presentation and surrender of the Notes at the place or places stated in the Redemption Notice, the Notes shall be paid and

redeemed by the Company at the applicable Redemption Price. Upon surrender of a Note that is to be redeemed in part pursuant to ‎Section

16.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination

equal in principal amount to the unredeemed portion of the Note surrendered.

(b) Prior to the open of business on the

Redemption Date, the Company shall deposit with the Paying Agent or, if the Company or a Subsidiary of the Company is acting as the

Paying Agent, shall segregate and hold in trust as provided in ‎Section 7.05 an amount of cash (in immediately available funds

if deposited on the Redemption Date), sufficient to pay the Redemption Price of all of the Notes to be redeemed on such Redemption

Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made on the Redemption Date for

such Notes. The Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the Company any

funds in excess of the Redemption Price.

Section 16.04. Restrictions on Optional Redemption.

The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms

of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration

resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).

Section 16.05. Sinking Fund. No sinking

fund is provided for the Notes.

Article

Miscellaneous Provisions

Section 17.01. Provisions Binding on Company’s

Successors. All the covenants, stipulations, promises and agreements of the Company contained in this Indenture shall bind its successors

and assigns whether so expressed or not.

Section 17.02. Official Acts by Successor Entity.

Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or Officer

of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation

or other entity that shall at the time be the lawful sole successor of the Company.

Section 17.03. Addresses for Notices, Etc.

Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders

on the Company shall be deemed to have been sufficiently given or made, for all purposes if emailed, given or served by being deposited

postage prepaid by registered or certified mail in a post office letter box or sent via overnight courier addressed (until another address

or email address, as applicable, is filed by the Company with the Trustee) to T1 Energy Inc., 1211 E 4th St., Austin, Texas 78702, Attention:

Evan Calio, Chief Financial Officer, email: [****] with copies to Andy Munro, Chief Legal & Policy Officer,

email: [****], or at such other address or emails as may have been furnished in writing to the Trustee by the Company.

Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made, for

all purposes, upon actual receipt by the Trustee at the Corporate Trust Office.

The Trustee, by notice to the Company, may designate

additional or different addresses for subsequent notices or communications.

Any notice or communication delivered or to be

delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage prepaid, or sent via overnight courier at its

address as it appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed. Any notice or

communication delivered or to be delivered to a Holder of Global Notes shall be delivered in accordance with the applicable procedures

of the Depositary and shall be sufficiently given to it if so delivered within the time prescribed (and if given in such manner, will

be deemed to have been given in writing).

Failure to mail or deliver a notice or communication

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

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

In case by reason of the suspension of regular

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

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

Section 17.04. Governing Law; Jurisdiction.

THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE

GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company irrevocably consents and agrees, for

the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect

to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be brought in the

courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until

amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction

of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect

of its properties, assets and revenues.

The Company irrevocably and unconditionally waives,

to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid

actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the State of New York or the

courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally

waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been

brought in an inconvenient forum.

Section 17.05. Evidence of Compliance with

Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the

Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested by the Trustee, furnish to

the Trustee an Officer’s Certificate stating that such action is permitted by the terms of this Indenture.

Each Officer’s Certificate provided for,

by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture (other than

the Officer’s Certificates provided for in ‎Section 4.08) shall include (a) a statement that the person signing such certificate

is familiar with the requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation

upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made

such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action

is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by

this Indenture.

Notwithstanding anything to the contrary in this

‎ ‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or may receive an Opinion

of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled

to request, such Opinion of Counsel.

Section 17.06. Legal Holidays. In any case

where any Interest Payment Date, any Redemption Date, any Fundamental Change Repurchase Date or the Maturity Date is not a Business Day

or is not a Valid Payment Date, then any action to be taken on such date need not be taken on such date, but may be taken on the next

succeeding Business Day that is a Valid Payment Date with the same force and effect as if taken on such date, and no interest shall accrue

in respect of the delay.

Section 17.07. No Security Interest Created.

Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform

Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

Section 17.08. Benefits of Indenture. Nothing

in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the Holders, the parties hereto, any Paying

Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their successors hereunder, any benefit or any legal or

equitable right, remedy or claim under this Indenture.

Section 17.09. Table of Contents, Headings,

Etc. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience

of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 17.10. Authenticating Agent. The

Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication

and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under

‎Section 2.04, ‎Section 2.05, ‎Section 2.06, ‎Section 2.07, ‎Section 10.04 and ‎Section 15.04 as fully

to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate

and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed

to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of

the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate

of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to ‎Section

7.08.

Any corporation or other entity into which any

authenticating agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from

any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding

to the corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor

corporation or other entity is otherwise eligible under this ‎Section 17.10, without the execution or filing of any paper or any

further act on the part of the parties hereto or the authenticating agent or such successor corporation or other entity.

Any authenticating agent may at any time resign

by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating

agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation

or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee

may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company

and shall deliver notice of such appointment to all Holders.

The Company agrees to pay to the authenticating

agent from time to time reasonable compensation for its services although the Company may terminate the authenticating agent, if it determines

such agent’s fees to be unreasonable.

The provisions of ‎Section 7.02, ‎Section

7.03, ‎Section 7.04, ‎Section 8.03 and this ‎Section 17.10 shall be applicable to any authenticating agent.

If an authenticating agent is appointed pursuant

to this ‎Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an

alternative certificate of authentication in the following form:

__________________________,

as Authenticating Agent, certifies that this is one of the Notes described

in the within-named Indenture.

By:

Authorized Officer

Section 17.11. Execution in Counterparts.

This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together

constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile, PDF or other

electronic transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used

in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic

methods shall be deemed to be their original signatures for all purposes. Unless otherwise provided in this Indenture or in any Note,

the words “execute”, “execution”, “signed”, and “signature” and words of similar import

used in or related to any document to be signed in connection with this Indenture, any Note or any of the transactions contemplated hereby

(including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures and the keeping of

records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature

in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law,

including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records

Act, and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything

to the contrary set forth herein, the Trustee is under no obligation to agree to accept electronic signatures in any form or format unless

expressly agreed to by the Trustee pursuant to procedures approved by the Trustee.

Section 17.12. Severability. In the event

any provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the

validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 17.13. Waiver of Jury Trial. EACH

OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL

BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 17.14. Force Majeure. In no event

shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or

caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts

of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics, pandemics, and interruptions,

loss or malfunctions of utilities, communications or computer (software and hardware) services, or the unavailability of the Federal Reserve

Bank wire or telex or other wire or communication facility; it being understood that the Trustee shall use reasonable efforts that are

consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 17.15. Calculations. Except as

otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes. These

calculations include, but are not limited to, determinations of the Stock Price in connection with a Make-Whole Fundamental Change

or a Redemption Notice, the Last Reported Sale Prices of the Common Stock, the Trading Price of the Notes (for purposes of ‎Section

14.01(b)(i)), the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes and

the Conversion Rate of the Notes. The Company shall make all these calculations in good faith and, absent manifest error, the

Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its

calculations to each of the Trustee, the Paying Agent and the Conversion Agent, and each of the Trustee, the Paying Agent and

Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent

verification. The Company shall provide the Company’s calculations to any registered Holder of Notes upon the request of that

registered Holder at the sole cost and expense of the Company.

Section 17.16. USA PATRIOT Act. The parties

hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order

to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each

person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that

they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA

PATRIOT Act.

Section 17.17. Electronic Signatures. All

notices, approvals, consents and requests must be in writing (provided that any communication sent to the Trustee hereunder must

be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign (or such other digital signature

provider as specified in writing to Trustee by the authorized representative), in English). The Company agrees to assume all risks arising

out of the use of digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk

of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 17.18. Withholding Taxes. If a beneficial

owner of a Note is deemed to have received a distribution subject to U.S. federal income tax as a result of an adjustment or the nonoccurrence

of an adjustment to the Conversion Rate, the Company or the applicable Agent may withhold any resulting applicable withholding taxes (including

backup withholding) imposed in connection with a constructive distribution from interest and payments upon conversion, repurchase or maturity

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

the Company or the applicable Agent may withhold those withholding taxes from payments of cash or Common Stock, if any, payable on the

Notes (or any payments on the Common Stock) or sales proceeds received by or other funds or assets of the Holder or beneficial owner of

the Note.

[Remainder of page intentionally

left blank]

IN WITNESS WHEREOF, the parties hereto have caused

this Indenture to be duly executed as of the date first written above.

T1 ENERGY INC.

By:

/s/ Evan Calio

Name:

Evan Calio

Title:

Chief Financial Officer

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

By:

/s/ David W. Doucette

Name:

David W. Doucette

Title:

Vice President

EXHIBIT A

FORM OF NOTE

[FORM OF FACE OF NOTE]

[INCLUDE FOLLOWING LEGEND IF

A GLOBAL NOTE]

[UNLESS THIS CERTIFICATE IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO T1 ENERGY INC.

OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.

OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO

SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE

BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[INCLUDE FOLLOWING LEGEND IF

A RESTRICTED SECURITY]

[THIS SECURITY AND THE COMMON

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

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

HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1) REPRESENTS THAT

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

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

(2) AGREES FOR THE

BENEFIT OF T1 ENERGY INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY

BENEFICIAL INTEREST HEREIN, EXCEPT:

(A) TO THE COMPANY

OR ANY SUBSIDIARY THEREOF, OR

(B) PURSUANT TO A

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

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

(D) PURSUANT TO AN

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

OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION

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

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 OR APPLICABLE STATE SECURITIES LAW.]

A-1

T1 Energy Inc.

4.75% Convertible Senior Note due 2031

No. [_____]

[Initially]1 $[_________]

CUSIP No. [_______]

T1 Energy Inc., a corporation duly organized and

validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor corporation

or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]2

[_______]3, or registered assigns, the principal

sum [as set forth in the “Schedule of Exchanges of Notes” attached hereto]4

[of $[_______]]5, which amount, taken together

with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $120,000,000 in aggregate

at any time, in accordance with the rules and procedures of the Depositary, on August 1, 2031, and interest thereon as set forth below.

This Note shall bear interest at the rate of 4.75%

per year from July 31, 2026, or from the most recent date to which interest had been paid or provided for to, but excluding, the next

scheduled Interest Payment Date until August 1, 2031. Interest is payable semi-annually in arrears on each February 1 and August 1, commencing

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

a Business Day), respectively. Additional Interest will be payable as set forth in Section 4.06(d) and ‎Section 6.03 of the within-mentioned

Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in

such context, Additional Interest is, was or would be payable pursuant to either of such Section 4.06(d) or ‎Section 6.03, and any

express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest

in those provisions thereof where such express mention is not made.

Any Defaulted Amounts shall accrue interest per

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

date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance with

‎Section 2.03(c) of the Supplemental Indenture.

The Company shall pay or cause a Paying Agent

to pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available funds to

the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the

provisions of the Indenture, the Company shall pay or cause a Paying Agent to pay the principal of any Notes (other than Notes that

are Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the

Trustee as its Paying Agent and Note Registrar in respect of the Notes and its agency in the continental United States, as a place

where Notes may be presented for payment or for registration of transfer and exchange.

1 Include if a global note.

2 Include if a global note.

3 Include if a physical note.

4 Include if a global note.

5 Include if a physical note.

A-2

Reference is made to the further provisions of

this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder of this Note the right to convert

this Note into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, on the terms and subject

to the limitations set forth in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set

forth at this place.

This Note, and any claim, controversy or dispute

arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of New York.

In the case of any conflict between this Note and

the Indenture, the provisions of the Indenture shall control and govern.

This Note shall not be valid or become obligatory

for any purpose until the certificate of authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating

agent under the Indenture.

[Remainder of page intentionally left blank]

A-3

IN WITNESS WHEREOF, the Company has caused this

Note to be duly executed.

T1 ENERGY INC.

By:

Name:

Title:

Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee, certifies that this is one of the Notes described

in the within-named Indenture.

By:

Authorized Signatory

A-4

[FORM OF REVERSE OF NOTE]

T1 Energy Inc.

4.75% Convertible Senior Note due 2031

This Note is one of a duly authorized issue of

Notes of the Company, designated as its 4.75% Convertible Senior Notes due 2031 (the “Notes”), limited to the aggregate

principal amount of $120,000,000 all issued or to be issued under and pursuant to an indenture (the “Indenture”), dated

as of July 31, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”),

to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights,

obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued

in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note

and not defined in this Note shall have the respective meanings set forth in the Indenture.

In case certain Events of Default shall have occurred

and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate

principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and

subject to the conditions and certain exceptions set forth in the Indenture.

Subject to the terms and conditions of the Indenture,

the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase

Date, the Redemption Price on any Redemption Date and the principal amount on the Maturity Date, as the case may be, to the Holder who

surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the

United States that at the time of payment is legal tender for payment of public and private debts.

The Indenture contains provisions permitting the

Company and the Trustee in certain circumstances, without the consent of the Holders of the Notes, and in certain other circumstances,

with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced

as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein.

It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the

Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture

and its consequences.

Each Holder shall have the right to institute

suit for the enforcement of its right to receive payment or delivery, as the case may be, of (x) the principal (including the

Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and

(z) the consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful money

or shares of Common Stock, as the case may be, herein prescribed.

A-5

The Notes are issuable in registered form without

coupons in Authorized Denominations. At the office or agency of the Company referred to on the face hereof, and in the manner and subject

to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized

denominations, without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover

any transfer or similar tax that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued

upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange.

The Notes shall be redeemable at the Company’s

option on or after August 6, 2029 in accordance with the terms and subject to the conditions specified in the Indenture. No sinking fund

is provided for the Notes.

Upon the occurrence of a Fundamental Change, the

Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes or

any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Repurchase Date at a price

equal to the Fundamental Change Repurchase Price.

Subject to the provisions of the Indenture, the

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

prior to the close of business on the Business Day immediately preceding the Maturity Date, to convert any Notes or portion thereof that

is $1,000 or an integral multiple thereof, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable,

based on the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.

A-6

ABBREVIATIONS

The following abbreviations, when used in the inscription

of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the entireties

JT TEN = joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though

not in the above list.

A-7

SCHEDULE A6

SCHEDULE OF EXCHANGES OF NOTES

T1 Energy Inc.

4.75% Convertible Senior Notes due 2031

The initial principal amount of this Global Note

is _______ DOLLARS ($[_________]). The following increases or decreases in this Global Note have been made:

Date of exchange

Amount of decrease in principal amount of this Global Note

Amount of increase in principal amount of this Global Note

Principal amount of this Global Note following such decrease or increase

Signature of authorized signatory of Trustee or Custodian

6 Include if a global note.

A-8

ATTACHMENT 1

[FORM OF NOTICE OF CONVERSION]

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

5065 Wooster Road

Cincinnati, OH 45226

Attn: T1 Energy Notes Administrator (S. Gomes)

Re: T1 Energy Inc. 4.75% Convertible Senior Notes due 2031

The undersigned registered owner of this Note hereby

exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below

designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the

terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable

upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof,

be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock

or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay

all documentary, stamp or similar issue or transfer taxes, if any in accordance with ‎Section 14.02(d) and ‎Section 14.02(e)

of the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used

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

Dated: _____________________

________________________________

Signature(s)

___________________________

Signature Guarantee

Signature(s) must be guaranteed

by an eligible Guarantor Institution

(banks, stock brokers, savings and

loan associations and credit unions)

with membership in an approved

signature guarantee medallion program

pursuant to Securities and Exchange

Commission Rule 17Ad-15 if shares

of Common Stock are to be issued, or

Notes are to be delivered, other than

to and in the name of the registered holder.

Fill in for registration of shares if

to be issued, and Notes if to

be delivered, other than to and in the

name of the registered holder:

_________________________

(Name)

_________________________

(Street Address)

_________________________

(City, State and Zip Code)

Please print name and address

Principal amount to be converted (if less than all): $______,000

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

correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

_________________________

Social Security or Other Taxpayer

Identification Number

ATTACHMENT 2

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

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

5065 Wooster Road

Cincinnati, OH 45226

Attn: T1 Energy Notes Administrator (S. Gomes)

Re: T1 Energy Inc. 4.75% Convertible Senior Notes due 2031

The undersigned registered owner of this Note hereby

acknowledges receipt of a notice from T1 Energy Inc. (the “Company”) as to the occurrence of a Fundamental Change with

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

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

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

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

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

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

In the case of Physical Notes, the certificate

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

Dated: _____________________

________________________________

Signature(s)

_________________________

Social Security or Other Taxpayer

Identification Number

Principal amount to be repaid (if less than all): $______,000

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

correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

ATTACHMENT 3

[FORM OF ASSIGNMENT AND TRANSFER]

Re: T1 Energy Inc. 4.75% Convertible Senior Notes due 2031

For value received ____________________________ hereby sell(s), assign(s)

and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note,

and hereby irrevocably constitutes and appoints _____________________ attorney to transfer the said Note on the books of the Company,

with full power of substitution in the premises.

In connection with any transfer of the within Note, the undersigned

confirms that such Note is being transferred:

☐ To T1 Energy Inc. or a subsidiary thereof; or

☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or

☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or

☐ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the

registration requirements of the Securities Act of 1933, as amended.

Dated: ________________________

_____________________________________

Signature(s)

_____________________________________

Signature Guarantee

Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission

Rule 17Ad-15 if Notes are to be delivered, other

than to and in the name of the registered holder.

NOTICE: The signature on the assignment must correspond with the name

as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

EX-10.1 — FORM OF NOTE PURCHASE AGREEMENT

EX-10.1

Filename: ea029986701ex10-1.htm · Sequence: 3

Exhibit 10.1

FORM OF

NOTE PURCHASE AGREEMENT

This

Note Purchase Agreement (the “Agreement”) is made as of July 29, 2026 (the “Effective

Date”) by and between T1 Energy Inc., a Delaware corporation (the “Company”), and the party

named on the signature page attached hereto, on behalf of such party and, if applicable, on behalf of the accounts and funds managed or

administered by such party as set forth on Schedule A (collectively, the “Purchaser”).

RECITALS

WHEREAS, the Company

has authorized, upon the terms and conditions stated in this Agreement, the sale and issuance of 4.75% Convertible Senior Notes due 2031

(the “Notes”) to the Purchaser and the other purchasers under those certain Note Purchase Agreements entered

into on or about the Effective Date (collectively, the “Note Purchase Agreements”);

WHEREAS, the Notes

will be issued pursuant to the Indenture to be entered into on or before the Closing (as defined below) between U.S. Bank Trust Company,

National Association, as trustee (in such capacity, the “Trustee”), and the Company, as issuer, in the form

attached hereto as Exhibit A (as supplemented or amended, the “Indenture” and, collectively

with this Agreement and the Notes, the “Note Documents”), and the Notes will be convertible into cash, shares

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

and shares of Common Stock at the option of the Company, as set forth in the Indenture; and

WHEREAS, on the terms

and subject to the conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (including

the rules and regulations promulgated thereunder, the “Securities Act”), on the Closing Date (as defined below),

the Company will issue and sell to Purchaser, and Purchaser will purchase from the Company, Notes in the aggregate principal amount set

forth on Schedule A.

NOW, THEREFORE,

in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy

of which are hereby acknowledged, the Company and the Purchaser agree as follows:

1. Purchase and Sale of Notes.

(a) Issuance of Notes. Subject to the terms and conditions of this Agreement, the Purchaser agrees

to purchase from the Company, and the Company shall issue and sell to the Purchaser, Notes in the aggregate principal amount set forth

on Schedule A and for the purchase price set forth on Schedule A (the “Purchase Price”).

(b) Delivery. The sale and purchase of the Notes shall take place at one closing (the “Closing”)

to be held on the Closing Date. At the Closing, (a) the Purchaser shall pay to the Company the Purchase Price in United States dollars

and in immediately available funds, by wire transfer to the Company account as set forth in the instructions delivered to the Purchaser

by the Company prior to the Closing, and (b) the Company shall cause the Trustee to execute and authenticate and cause to be delivered

to, or for the benefit of, the Purchaser the applicable amount of the Notes issuable to the Purchaser pursuant to this Agreement.

(i) construction and development of infrastructure and purchase of production line equipment relating to Phase 1 of the Company’s

solar cell manufacturing fab in Milam County, Texas and (ii) general corporate purposes.

(d) Closing and Settlement.

(i)

The Closing and the settlement of the transactions hereunder (the “Settlement”) shall be made remotely

via the exchange of documents and signatures at 10:00 A.M., New York City time, two Business Days (as defined in the Indenture) following

the Effective Date, subject to the satisfaction or waiver of the conditions set forth in Section 1(e), or at such other time

and place as the Company and the Purchaser may mutually agree in writing. The time and date of the Closing and the Settlement is referred

to as the “Closing Date.”

(ii)

On the Closing Date, subject to satisfaction of the conditions precedent specified in this Agreement, the Company shall execute,

and cause the Trustee to execute and authenticate and cause to be delivered to, or for the benefit of, the Purchaser, or its accounts,

Notes in the aggregate principal amount set forth in Schedule A.

(iii)

The Notes to be delivered to, or for the benefit of, the Purchaser, or its accounts, on the Closing Date shall be delivered

by causing the Trustee to electronically transmit the applicable amounts of the Notes in the aggregate principal amount set forth in Schedule

A by crediting the account of the Purchaser’s or its accounts’ prime broker with The Depository Trust Company (”DTC”)

through its Deposit/Withdrawal at Custodian system, as specified by the Purchaser.

(e) Closing Conditions.

(i)

The obligations of the Purchaser shall be subject to the satisfaction or waiver of the following conditions on or prior to

the Closing Date:

(1) Representations and Warranties.

The representations and warranties of the Company contained herein shall be true and correct in all material respects on the date hereof

and on and as of the Closing Date (other than representations and warranties of the Company that are qualified by materiality of Material

Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects), and the Company shall

have performed all applicable covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder

at or prior to the Closing Date.

(2) No Legal Impediment

to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or

issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the

consummation of the transactions under this Agreement; and no injunction or order of any federal, state or foreign court shall have

been issued that would, as of the Closing Date, prevent the consummation of the transactions under this Agreement, including, but not

limited to, the issuance of the Notes pursuant thereto.

(3) Note Documents.

The Company and the Trustee shall each have executed and delivered each of the Note Documents to which they are a party.

(ii)

The obligations of the Company shall be subject to the satisfaction or waiver of the following conditions on or prior to the

Closing Date:

(1) Representations and Warranties. The representations and warranties of the Purchaser contained herein shall be true and correct

in all material respects on the date hereof and on and as of the Closing Date, and the Purchaser shall have performed all applicable covenants

and agreements and satisfied all conditions to be performed or satisfied hereunder at or prior to the Closing Date.

(2) No Legal Impediment

to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or

issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the

consummation of the transactions under this Agreement; and no injunction or order of any federal, state or foreign court shall have

been issued that would, as of the Closing Date, prevent the consummation of the transactions under this Agreement, including the

issuance of the Notes pursuant thereto.

(3) Note Documents. The

Trustee shall have executed and delivered each of the Note Documents to which its is a party.

2. Representations

and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as follows as of the date hereof and

as of the Closing Date:

(a) Organization, Good Standing and Qualification. The Company has been duly incorporated and is validly

existing under the laws of Delaware, and has all requisite corporate power and corporate authority necessary to own, lease and operate

its properties and to conduct its business as now conducted and to enter into and perform its obligations under this Agreement; and the

Company is duly qualified to do business in all other jurisdictions in which its ownership or lease of property or the conduct of its

business requires such qualification, except where the failure so to qualify would not, individually or in the aggregate, result in a

material adverse effect on the condition (financial or otherwise), results of operations, business, management, properties or prospects

of the Company and its subsidiaries, taken as a whole, or on the performance by the Company of its obligations under the Note Documents

(“Material Adverse Effect”).

(b) Authorization.

(i) The Company

has full power and authority to enter into the Note Documents. This Agreement has been duly authorized, executed and delivered by

the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a

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

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

rights generally or by equitable principles relating to enforceability (the “Enforceability

Exceptions”).

(ii)

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

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

with its terms, subject to the Enforceability Exceptions.

(iii)

The Notes have been duly authorized by the Company and, when the Notes have been duly executed, authenticated, issued and delivered

as provided in the Indenture paid for by the Purchaser as provided in this Agreement on the Closing Date, such Notes will have been validly

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

with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(iv)

Upon issuance and delivery of the Notes in accordance with this Agreement and the Indenture, the Notes will be convertible

into cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at the Company’s election, in accordance

with the terms of the Notes and the Indenture. A number of shares of Common Stock equal to the product of (x) the number of Notes (assuming

“Physical Settlement” (as defined in the Indenture) of all such conversions) and (y) the conversion rate for

the Notes (assuming the maximum increase to such conversion rate for a conversion of Notes in connection with a “make-whole

fundamental change” (as defined in the Indenture) or a redemption of Notes) have been duly authorized and reserved for issuance

by the Company upon any conversions of the Notes in accordance with the terms of the Notes and the Indenture and, if and when issued upon

any conversion of the Notes in accordance with the terms of the Notes and the Indenture, will be validly issued, fully paid and non-assessable;

no holder of such shares will be subject to personal liability by reason of being such a holder; and the issuance of such shares of Common

Stock upon any such conversion will not be subject to the preemptive or other similar rights of any securityholder of the Company.

with, any person (including any governmental agency or body or any court) is required to be obtained or made by the Company for the execution,

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

the payment of any cash, in each case, due upon conversion thereof), except such as have been obtained, or made and such as may be required

under state securities laws.

(d) Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries

is (i) in violation of its respective certificate of incorporation, charter or by-laws or similar organizational documents, as

applicable; (ii) except as disclosed in the SEC Documents, in default (or with the giving of notice or lapse of time would be in

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

or other agreement or instrument to which any of

them is a party or by which any of them is bound or to which any of the properties of any of them is subject; or (iii) in violation of

any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except

in the case of subsections (ii) and (iii) above, for any such defaults or violations that would not, individually or in the aggregate,

result in a Material Adverse Effect.

(e) Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained

in Section 3 hereof, (a) the offer, issue, and sale of the Notes and the Common Stock underlying the Notes (collectively,

the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities

Act, and are exempt from registration and qualification under the registration, permit, or qualification requirements of all applicable

state securities laws and (b) the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. The Notes,

when issued, will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities

Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”),

or quoted in a U.S. automated inter-dealer quotation system, within the meaning of Rule 144A(d)(3)(i) under the Securities Act. The Company

is not and, after giving effect to the transactions pursuant to the Note Purchase Agreements (including the use of proceeds from the sale

of the Notes), will not be, required to register as an “investment company” under the Investment Company Act of 1940, as amended.

(f) No Integration. None of the Company, any of its affiliates (as defined in Rule 501(b) under the

Securities Act), or any person acting on behalf of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or

otherwise negotiate in respect of any security (as defined in the Securities Act) which will be integrated with the sale of the Securities

(as defined below) in a manner which would require the registration of the offer and sale of the Securities under the Securities Act or

require shareholder approval under the rules and regulations of the New York Stock Exchange, and the Company will take all action that

is appropriate or necessary to assure that its offerings of other securities will not be integrated for purposes of the Securities Act

or the rules and regulations of the New York Stock Exchange with the offer and sale of the Securities.

(g) Public Filings. From January 1, 2025 to the date of this Agreement or the Closing Date, as

applicable, the Company has filed all reports, schedules, forms, proxy statements, statements and other documents required to be

filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements

of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and

financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as

the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects

with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC

Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained

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

light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company

included in the SEC Documents, together with the related schedules and notes, present fairly, in all material respects, the financial

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

and cash flows for the periods shown, and, except as otherwise disclosed in the SEC Documents, such financial statements have been prepared

in conformity with U.S. Generally Accepted Accounting Principles applied on a consistent basis and the schedules included in the SEC Documents

present fairly, in all material respects, the information required to be stated therein.

(h) Most Favored Nation. The Purchase Price is the same purchase price per $1,000 principal amount

of Notes as in all other Note Purchase Agreements.

(i) No Litigation. There is no

action, lawsuit, arbitration, claim or proceeding pending or, to the knowledge of the Company, threatened, against the Company that would

reasonably be expected to impede the consummation of the purchase contemplated herein.

(j) No USRPHC. To its knowledge,

the Company is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Internal

Revenue Code of 1986, as amended.

(k) Reliance on Representations.

The Company acknowledges that the Purchaser and its accounts will rely upon the truth and accuracy of the foregoing acknowledgments,

representations, warranties and agreements. The acknowledgments, representations, warranties and agreements shall be deemed to have been

confirmed and repeated as of the Closing Date and the Company agrees to promptly notify the Purchaser in writing if such acknowledgments,

representations, warranties and agreements are no longer accurate on or prior to the Closing Date.

3. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows as of the

date hereof and as of the Closing Date:

(a) Purchase for Own Account. The Purchaser is acquiring the beneficial ownership interest in the Securities

for its own account (or if it is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner

of such account is a “qualified institutional buyer” as such term is defined in Rule 144A under the Securities Act, and the

Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements,

representations, warranties and agreements made herein on behalf of each owner of each such account) for investment purposes only and

not with a view to any distribution of the Securities in any manner that would violate the securities laws of the United States or any

other jurisdiction. The Purchaser understands that the Securities have not been registered under the securities laws of the United States

or any other jurisdiction and that the Securities may not be resold or transferred in the United States or otherwise except in compliance

with applicable law and the restrictions on

transfer set forth in the Note Documents. The Purchaser has not solicited offers for, or offered or sold, and will not solicit offers

for, or offer or sell, the Securities by means of any form of general solicitation or general advertising or in any manner involving a

public offering of the Securities. The Purchaser understands that no federal or state agency of any jurisdiction has passed upon the Securities

or made any findings or determination as to the fairness of an investment in the Securities.

(b) Binding Obligation. The Purchaser has full power and authority to enter into the Note Documents

to which it is party. The Note Documents to which the Purchaser is a party, when executed and delivered by the Purchaser, shall constitute

valid and binding obligations of the Purchaser enforceable in accordance with their terms, subject to the Enforceability Exceptions.

501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the United States Securities Act of 1933, as amended), (b) an Institutional Account

as defined in FINRA Rule 4512(c), (c) a “qualified institutional buyer” as such term is defined in Rule 144A under the Securities

Act and (d) a sophisticated institutional investor, experienced in investing in business transactions and capable of evaluating investment

risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities,

including its participation in the purchase of the Securities (such purchase, the “Transaction”). The Purchaser

has performed its own legal, accounting and tax analysis and received such investment, financial, tax, legal and other advice as it deems

appropriate under the circumstances, and has determined based on its own independent review and judgment and such professional advice

as it deems appropriate (without reliance upon Santander US Capital Markets LLC in its capacity as placement agent for the Transaction,

the “Placement Agent”) that its purchase of the Securities and participation in the Transaction (i) are fully

consistent with its financial needs, objectives and condition and risk tolerance, (ii) comply and are fully consistent with all investment

policies, guidelines and other restrictions applicable to the Purchaser, (iii) has been duly authorized and approved by all necessary

action, (iv) do not and will not violate or constitute a default under the Purchaser’s charter, by-laws or other constituent document

or under any law, rule, regulation, agreement or other obligation by which its is bound and (v) are a fit, proper and suitable investment

for the Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Securities. The Purchaser understands

that there may be certain consequences under United States and other tax laws resulting from an investment in the Securities and has made

such investigation and have consulted its own independent advisors or otherwise have satisfied itself concerning, without limitation,

the effects of United States federal, state and local tax laws and foreign tax laws generally and the U.S. Employee Retirement Income

Security Act of 1974, the U.S. Investment Company Act of 1940 and the Securities Act.

(d) Information and Sophistication. The Purchaser has received and had a chance to review the materials

made available to it in connection with the Transaction and has access to (including through the EDGAR

system) and has had an opportunity to review the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form

8-K, Proxy Statements and other filings and submissions made by the Company with the SEC, including the “Risk Factors” contained

therein. The Purchaser acknowledges, confirms and agrees that: (a) the Purchaser is a sophisticated institutional investor that is willing

and able to conduct, and has conducted, a thorough investigation of the Securities, the Company and the business and financial position

of the Company and its Subsidiaries (the “Company Business”), (b) no prospectus, offering document or other

disclosure document has been or will be prepared in connection with the placement of the Securities and the transactions under the Note

Documents, (c) the Purchaser has had the opportunity to ask questions of and receive answers and obtained such other information

from the Company and their respective representatives directly and has or has requested access to, and has adequately analyzed and assessed

(including by conducting and completing its own independent review and due diligence with respect to the Transaction) all information

and documentation that it believes is necessary or appropriate in connection with its decision to enter into this Agreement and to purchase

the Securities, including such information with respect to the Company and the Company Business, (d) neither the Company nor its representatives

or advisors are responsible for any due diligence investigation on the Purchaser’s behalf, the advisability of purchasing the Securities

or any information or document delivered in connection with this Agreement or the Notes (including, without limitation, with respect to

the Company Business) other than the SEC Documents, (e) the Purchaser is not relying upon any representations, expressed or implied, with

respect to the transactions contemplated by the Note Documents, except those expressly set forth in Section 2 of this

Agreement, (f) the Purchaser has consulted its own independent advisors with regard to, without limitation, the legal, regulatory, tax,

business, investment, financial, accounting, currency and other economic considerations related to the purchase of the Securities and

the risks associated with an investment in the Securities (including, without limitation, with respect to the Company Business), (g) the

Purchaser has made its own investment, hedging and trading decisions based upon its own judgment and upon advice from its own independent

advisors and not upon any view expressed by the other person, and (h) the Purchaser is purchasing the Securities with a full understanding

of the terms, conditions and risks thereof including, but not limited to, counterparty risk, country risk, price risk and liquidity risk,

and the Purchaser is capable of and willing to assume those risks. The Purchaser further represents that it is acting as principal in

the purchase of the Securities.

(e) Ability

to Bear Economic Risk. The Purchaser acknowledges that the Securities are illiquid and

that (i) the Purchaser is able at this time and in the foreseeable future to bear the economic

risk of a total loss of its investment in the Securities and is voluntarily assuming all

risks associated with the purchase and holding of the Securities, (ii) the Purchaser may

be required to hold the Securities indefinitely, (iii) the Purchaser has no need for liquidity

with respect to the Securities, (iv) the Purchaser has no need to dispose of the Securities

to satisfy any existing or contemplated undertaking or indebtedness, (v) a possibility of

total loss exists, and (vi) there is no established market for the Notes and that no public

market for the Notes may develop.

(f) Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30)

of the Internal Revenue Code of 1986, as amended (the “Code”), the Purchaser has satisfied itself as to the

full observance of the laws of the Purchaser’s jurisdiction in connection with any invitation to subscribe for the Securities or

any use of the Note, including (i) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Securities,

(ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained,

and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer

of the Securities. The Purchaser’s subscription, payment for and continued beneficial ownership of the Securities will not violate

any applicable securities or other laws of the Purchaser’s jurisdiction. The Purchaser is not (to its knowledge after reasonable

inquiry) a specified foreign entity, as defined in Section 7701(a)(51)(B) of the Code and any guidance published thereunder (including,

for the avoidance of doubt, any foreign-controlled entity, as defined in Section 7701(a)(51)(C) of the Code and any guidance published

thereunder).

(g) Forward-Looking Statements. With respect to any forecasts, projections of results and other forward-looking

statements and information provided to the Purchaser (including with respect to the Company Business), the Purchaser acknowledges (i)

that such statements were prepared based upon assumptions determined to be reasonable by the Company at the time of preparation, and (ii)

there is no assurance that such statements will prove accurate, and the Company has no obligation to update such statements.

(h) Commissions. Except as disclosed to the Company in writing prior to the date hereof, no person

will have, as a result of the transactions contemplated by the Note Documents, any valid right, interest or claim against the Company

or upon the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into

by or on behalf of the Purchaser.

(i) Placement Agent Provisions. The Purchaser hereby acknowledges and agrees that (a) the Placement

Agent is acting as placement agent in connection with the Transaction and is not acting as an underwriter or in any other capacity and

is not and shall not be construed as a fiduciary for the Purchaser, the Company or any other person or entity in connection with the Transaction,

(b) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character

and has not provided any advice or recommendation in connection with the Transaction, and has made no independent investigation with respect

to the Company or the Securities or the accuracy, completeness or adequacy of any information supplied to the Purchaser by the Company,

(c) the Placement Agent will have no responsibility with respect to (i) any representations, warranties or agreements made by any person

or entity under or in connection with the Transaction

or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability

(with respect to any person) or any thereof, or (ii) the business, condition (financial or otherwise), operations, properties or prospects

of, or any other matter concerning the Company or the Transaction, and (d) the Placement Agent shall have no liability or obligation (including

without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs,

expenses or disbursements incurred by the Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise,

to the Purchaser, or to any person claiming through the Purchaser, in respect of the Transaction. The Purchaser solely on behalf of itself

and not on behalf of its accounts, agrees to release the Placement Agent from and against: (i) any legal, equitable or other claim that

may arise under the Securities Act, the Exchange Act, the rules and regulations thereunder, any other applicable law, rule or regulation

or in general under any theory of liability or relief in connection with the Transaction and the offer and sale of the Securities; and

(ii) any losses, damages, injuries, declines in value, lost opportunities, liabilities, fees, charges, costs or expenses of any nature

that the Purchaser may suffer in connection with the Transaction and the offer, purchase or sale of the Securities.

(j) Non-Public Information. The Purchaser acknowledges that (i) the Company and the Placement Agent

currently may have, and later may come into possession of, material, non-public information regarding the Company and its subsidiaries

(financial or otherwise), including, but not limited to, results of operations, financial condition, business, properties, potential transactions

or plans (including acquisition, divestiture, restructuring and other transactions or plans) and prospects that is not known to the Purchaser

and that may be material to a decision to enter into this transaction to purchase the Securities (collectively, “Excluded

Information”), which Excluded Information may (x) impact the value of the Securities being purchased and (y) be material

to the Purchaser’s decision to enter into the Transaction, (ii) the Company and the Placement Agent each have no duty to disclose

to the Purchaser any of the Excluded Information, (iii) the Purchaser has determined to enter into the Transaction to purchase the Securities

notwithstanding the Purchaser’s lack of knowledge of the Excluded Information, (iv) the Company and Placement Agent shall each have

no liability to the Purchaser with respect to the disclosure or non-disclosure of any Excluded Information the Company or Placement Agent

may now have or of which the Company or Placement Agent may later come into possession, and (v) the Purchaser, solely on behalf of itself

and not on behalf of its accounts, hereby waives and releases any claims the Purchaser may have against the Company or the Placement Agent,

to the maximum extent permitted by law, with respect to the non-disclosure of the Excluded Information.

(k) Reliance on Representations. The Purchaser acknowledges that the Placement Agent and the Company

will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements. The acknowledgments,

representations, warranties and agreements shall be deemed to have been confirmed and repeated as of the Closing Date and the Purchaser

agrees to promptly notify the Placement Agent

and the Company if such acknowledgments, representations, warranties and agreements are no longer accurate on or prior to the Closing

Date.

4. Limitations on Disposition; Legends; Securities Law Disclosure;

Publicity.

(a) Limitations on Disposition. The Securities may only be disposed of in compliance with state and

federal securities laws and the applicable provisions of the Indenture.

(b) Legends. The Purchaser agrees to the imprinting of a legend on any of the Securities in the forms

set forth in the Indenture.

day immediately following the date of this Agreement (provided that, if this Agreement is executed between midnight and 9:00 a.m., New

York City time on any Business Day, no later than 9:01 a.m. on the date hereof) (such date and time, the “Release Time”),

the Company shall publicly disclose, via press release or Current Report on Form 8-K filed (the “Disclosure Document”)

with the SEC, (i) all material non-public information that was delivered to the Purchaser by the Company, its advisors or any person acting

on behalf of the Company in connection with the transactions contemplated by the Note Purchase Agreements and (ii) all other material

non-public information concerning the Company disclosed to the Purchaser. Following the earlier of (i) the Release Time and (ii) the issuance

or filing, as applicable, of the Disclosure Document, neither the Purchaser nor any of its accounts or any of their respective affiliates

shall be in possession of any material non-public information concerning the Company disclosed to the Purchaser by the Company or its

subsidiaries or any of their respective representatives, officers, directors, or employees or agents. Upon the earlier of (i) the Release

Time and (ii) the issuance or filing, as applicable, of the Disclosure Document, neither the Purchaser nor any of its accounts or any

of their respective affiliates shall be subject to any confidentiality or similar obligations under any agreement, whether written or

oral, with the Company or any of its officers, directors, affiliates, employees or agents, including, without limitation, the Placement

Agent. From and after the earlier of the (i) Release Time or (ii) the issuance or filing, as applicable, of the Disclosure Document, the

Company shall not provide material non-public information to the Purchaser or any of its accounts or any of their respective affiliates,

unless otherwise specifically agreed in writing by the Purchaser prior to any such disclosure. The Company understands and acknowledges

that the Purchaser and persons acting on its behalf will rely on the representations, warranties and covenants in this Section

4(c) in effecting transactions in the securities of the Company and of other persons. Without the prior written consent of the

Purchaser (unless such disclosure is required by applicable law, rule, regulation or legal process based on advice of counsel), the Company

shall not disclose (i) the name of the Purchaser in any filing or announcement or (ii) any information regarding the Purchaser’s

holdings of securities of the Company or transactions in any securities of the Company at one of its prime brokers to any of the Purchaser’s

other prime brokers or to any other person (other than the Company’s counsel, agents or representatives).

(d) Registration Rights.

(i)

The Company agrees that as soon as practicable but in no event later than thirty (30) calendar days following the Closing Date

(the “Filing Date”), the Company will file with the SEC under the Securities Act, at the Company’s sole

cost and expense, a registration statement, or a prospectus supplement to the prospectus included in an existing registration statement,

covering the resale by the Purchaser of the maximum number of shares of Common Stock issuable upon conversion of all Notes purchased by

the Purchaser (such shares of Common Stock issuable upon the conversion of such Notes, the “Registrable Securities”

and such registration statement or prospectus supplement, collectively, the “Registration Statement”); provided,

however, that the Company’s obligations to include the Registrable Securities in the Registration Statement are contingent

upon the Purchaser furnishing a completed and executed selling securityholder questionnaire in customary form to the Company that contains

the information regarding the Purchaser, the securities of the Company held by the Purchaser and the intended method of disposition of

the Registrable Securities (which shall be limited to non-underwritten public offerings) required by SEC rules for inclusion in the Registration

Statement to effect the registration of the Registrable Securities; provided, that neither the Purchaser nor any of its affiliates

shall in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to contractual

restriction on the ability transfer the Registrable Securities. For purposes of clarification, any failure by the Company to file the

Registration Statement by the Filing Date shall not otherwise relieve the Company of its obligations to file the Registration Statement

as set forth above in this section. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares

of Common Stock proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities

Act for the resale of the Common Stock by the applicable securityholder or otherwise, such Registration Statement shall register for resale

such number of shares of Common Stock which is equal to the maximum number of shares of Common Stock as is permitted by the SEC. In such

event, the number of shares of Common Stock to be registered for each selling securityholder named in the Registration Statement shall

be reduced pro rata among all such selling securityholders. The Company will provide a draft of the Registration Statement to the Purchaser

for review at least two (2) Business Days in advance of filing the Registration Statement. Unless required under applicable laws and SEC

rules, in no event shall the Purchaser be identified as a statutory underwriter in the Registration Statement; provided, that if

the Purchaser is required to be so identified as a statutory underwriter in the Registration Statement, the Purchaser will have an opportunity

to withdraw its Registrable Securities from the Registration Statement.

(ii)

The Company shall use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance

under state securities laws which the Company determines to obtain, continuously effective with respect to the Purchaser, and to keep

the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions,

until the earlier of the following: (i) the Purchaser ceases to hold any Registrable Securities and (ii) the date all Registrable Securities

held by the Purchaser may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions

which may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance

with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable).

(iii)

Notwithstanding anything herein to the contrary, the Company may suspend the use of any prospectus (a “Prospectus”)

included in any Registration Statement contemplated by this Section 4(d) in the event that the Company’s Board of Directors

determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public information concerning the

Company, the disclosure of which at the time is not, in the good faith opinion of the Company’s Board of Directors, in the best

interests of the Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration

Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were

made, not misleading (an “Allowed Registration Delay”); provided, that the Company shall promptly

(a) notify the Purchaser in writing of the commencement of and the reasons for an Allowed Registration Delay, but shall not (without the

prior written consent of the Purchaser) disclose to the Purchaser any material non-public information giving rise to an Allowed Registration

Delay, (b) advise the Purchaser in writing to cease all sales under the Registration Statement until the end of the Allowed Registration

Delay and (c) use commercially reasonable efforts to terminate an Allowed Registration Delay as promptly as practicable. If the Company

has a bona fide business purpose for suspending the use of a Prospectus pursuant to an Allowed Registration Delay, the Company may suspend

the use of a Prospectus for up to 60 consecutive calendar days; provided, further, that the Company may not suspend the use of a Prospectus

more than twice, or for more than 90 total calendar days, in each case during any twelve-month period.

(iv) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Purchaser,

each person, if any, who controls the Purchaser, the members, the directors, officers, partners, employees, members, managers, agents,

representatives and advisors of the Purchaser and each person, if any, who controls any of the foregoing within the meaning of the Securities

Act or the Exchange Act (each, an “Indemnified Person”), against any losses, obligation, claims, damages, liabilities,

contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs and costs of preparation), reasonable

and documented attorneys’ fees, amounts paid in settlement or reasonable and documented expenses, (collectively, “Claims”)

reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken

from the foregoing by or before any court or governmental, administrative or other regulatory agency or body or the SEC, whether pending

or threatened, whether or not an indemnified party is or may be a party thereto, to which any of them may become subject insofar as such

Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue

statement or alleged untrue statement or omission or alleged omission of any material fact contained in any Registration Statement, any

preliminary prospectus or final prospectus, or any amendment or supplement thereof, other than information provided to the Company by

the Purchaser for inclusion in such Registration Statement, preliminary prospectus or final prospectus, or any such amendment or supplement

thereof, other than information provided to the Company by the Purchaser in writing for inclusion in such Registration Statement, prelininary

prospectus or final prospectus, or any such amendment or supplement thereof, or (ii) any violation or alleged violation by the Company

or any of its Subsidiaries of the Securities Act, Exchange Act or any other state securities or

other “blue sky” laws of any jurisdiction in which Registrable Securities are offered or any rule or regulation promulgated

thereunder applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such

registration of the Registrable Securities. The Company shall reimburse each Indemnified Person promptly as such expenses are incurred

and are due and payable, for any reasonable out-of-pocket legal fees or other reasonable and documented expenses incurred by them in connection

with investigating or defending any such Claim.

5. Miscellaneous.

(a) Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and

be binding upon the respective successors and assigns of the parties. No party to this Agreement may assign this Agreement or its rights

or obligations hereunder without the prior written consent of the other party hereto. Nothing in this Agreement, expressed or implied,

is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except

as set forth in Section 5(m) and as otherwise expressly provided in this Agreement.

(b) Governing Law; Waiver of Jury Trial.

(i)

This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, and construed

in accordance with, the laws of the State of New York.

(ii)

EACH OF THE COMPANY AND THE PURCHASER, SOLELY ON BEHALF OF ITSELF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIS AGREEMENT, THE OTHER

NOTE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THIS AGREEMENT OR THE OTHER NOTE DOCUMENTS.

deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile,

electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions

Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly

delivered and be valid and effective for all purposes.

(d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience

only and are not to be considered in construing or interpreting this Agreement.

(e) Notices. All notices required or permitted under this Agreement or the Note shall be in writing

and shall be deemed effectively given (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail

or facsimile if sent during normal business hours of the recipient, if not, then on the next Business Day, (iii) five days after having been

sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized

overnight courier, specifying next day delivery, with written verification of receipt. All communications to a party shall be sent to

the party’s address set forth on the signature page or at such other address(es) as such party may designate by 10 days’ advance

written notice to the other party hereto. A copy of any notice to the Company shall be sent to Skadden, Arps, Slate, Meagher & Flom

LLP, 845 Texas Avenue, Suite 2300, Houston, Texas 77002, Attn: Michael Hamilton, e-mail: [* * * *].

(f) Modification; Waiver; Amendment. No modification or waiver of any provision of this Agreement or

consent to departure therefrom shall be effective unless in writing by the Company and the Purchaser.

(g) Further Assurances. Each party hereto agrees and covenants that at any time and from time to time

it will promptly execute and deliver to the other party hereto such further instruments and documents and take such further action as

such other party may reasonably require in order to carry out the full intent and purpose of this Agreement and to comply with state or

federal securities laws or other regulatory approvals.

(h) Expenses. The Company and the Purchaser shall each bear its respective expenses and legal fees

incurred with respect to this Agreement, the Indenture, the Securities and the transactions contemplated hereby and thereby.

(i) Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy

accruing to the Purchaser, upon any breach or default of the Company under this Agreement, the Indenture, the Securities shall impair

any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein,

or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver

of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval

of any kind or character by Purchaser of any breach or default under this Agreement, the Indenture or any Securities, or any waiver by

the Purchaser of any provisions or conditions of this Agreement, the Indenture, the Securities must be in writing and shall be effective

only to the extent specifically set forth in writing and that all remedies, either under this Agreement, the Indenture, the Securities,

or by law or otherwise afforded to the Purchaser, shall be cumulative and not alternative.

(j) Entire Agreement. This Agreement and the other Note Documents constitute the full and entire understanding

and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner

by any representations, warranties, covenants and agreements except as specifically set forth herein.

(k) Waiver of Conflicts. Each party to this Agreement acknowledges that Skadden, Arps, Slate, Meagher

& Flom LLP (“Skadden”) has acted as counsel solely to the Company with respect to this Agreement, the Note

Documents and the Transactions contemplated hereby and thereby, and has negotiated the terms of the Transactions solely on behalf of the

Company. Skadden may have, in the past, represented and/or may, now or in the future, represent the Purchaser and/or its affiliates in

other matters, including matters that are similar, but not substantially related, to the Transactions. The applicable rules of professional

conduct require that Skadden inform its clients of these representations and obtain their waivers of the conflicts that may arise from

such representations. Each of the Company and the Purchaser (solely on behalf of itself) hereby (i) acknowledges that such party has been

advised about such circumstances and has had an opportunity to ask for additional information, (ii) acknowledges that, with respect to

the Transactions, Skadden has represented solely the Company and no other party, and (iii) gives its informed consent to Skadden’s

representation of the Company in the Transactions and Skadden’s representation of the Purchaser and/or its affiliates in other matters.

(l) Third Party Beneficiary. The Placement Agent shall be a third-party beneficiary to

this Agreement, the representations, warranties, covenants and agreements of the Company contained herein and the representations, covenants

and agreements of the Noteholders contained herein shall inure to the benefit the Placement Agent, and the Placement Agent shall have

the right to enforce the agreements made hereunder directly as if it were a party hereto.

(m) Survival. The representations, warranties and covenants of the Company and the Purchaser contained

herein and this Section 5 shall survive the Closing.

[Signature pages follow]

The parties have executed

this Agreement as of the date first written above.

Company:

T1 Energy Inc.

By:

Name:

Title:

Notice Address:

1211 E 4th St.

Austin, Texas 78702

Attn: [****]

Email: [****]

[Signature Page to Note Purchase Agreement]

The parties have executed

this Agreement as of the date first written above.

Purchaser:

[____]

By:

Name:

Title:

[Signature Page to Note Purchase Agreement]

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v3.26.1

Cover

Jul. 31, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jul. 31, 2026

Entity File Number

001-41903

Entity Registrant Name

T1 Energy Inc.

Entity Central Index Key

0001992243

Entity Tax Identification Number

93-3205861

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1211 E 4th St.

Entity Address, City or Town

Austin

Entity Address, State or Province

Entity Address, Postal Zip Code

78702

City Area Code

409

Local Phone Number

599-5706

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.01 per share

Trading Symbol

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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No definition available.

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- Definition

Area code of city

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No definition available.

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Name:

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Namespace Prefix:

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- Definition

Cover page.

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No definition available.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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No definition available.

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Period Type:

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

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Name of the City or Town

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No definition available.

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Namespace Prefix:

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Data Type:

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- Definition

Code for the postal or zip code

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No definition available.

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Data Type:

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- Definition

Name of the state or province.

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No definition available.

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Name:

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Namespace Prefix:

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Data Type:

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- 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

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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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:

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Namespace Prefix:

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Data Type:

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duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

+ Details

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Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

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duration

- 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

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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.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

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 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

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Namespace Prefix:

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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 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

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

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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

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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 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

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Namespace Prefix:

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Data Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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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 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

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