Form 8-K

8-K — INNOVATIVE INDUSTRIAL PROPERTIES INC

Accession: 0001104659-26-074144

Filed: 2026-06-15

Period: 2026-06-15

CIK: 0001677576

SIC: 6500 (REAL ESTATE)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2617982d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2617982d1_ex4-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2617982d1_8k.htm · Sequence: 1

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2026-06-15

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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): June 15, 2026

Innovative Industrial

Properties, Inc.

(Exact name

of registrant as specified in its charter)

Maryland

001-37949

81-2963381

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1389 Center

Drive, Suite 200

Park City, Utah

84098

(Address of

principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (858) 997-3332

Check the

appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any

of the following provisions (see General Instruction A.2. below):

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

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

Pre-commencement communications pursuant

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

IIPR

New York Stock Exchange

Series A Preferred Stock, par value $0.001 per share

IIPR-PA

New York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the

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

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

Item 1.01

Entry into a Material Definitive Agreement.

Indenture and Notes

On June 15, 2026, IIP Operating Partnership,

LP (the “Operating Partnership”), the operating partnership of Innovative Industrial Properties, Inc. (the “Company”),

issued $402,500,000 aggregate principal amount of 6.00% exchangeable senior notes due 2029 (the “Notes”) to BTIG, LLC and

certain other initial purchasers (collectively, the “Initial Purchasers”) pursuant to a Purchase Agreement, dated as of June 9,

2026 (the “Purchase Agreement”), which includes $52,500,000 in aggregate principal amount of the Notes that were sold to the

Initial Purchasers pursuant to the full exercise of the option set forth in the Purchase Agreement. The Notes were issued pursuant to

an Indenture, dated as of June 15, 2026, by and among the Company, the Operating Partnership and Argent Institutional Trust Company,

as trustee (the “Trustee”), governing the terms of the Notes.

The Notes were offered in a private placement

in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale

by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities

Act. The offer and sale of the Notes and the underlying shares of common stock of the Company, par value $0.001 per share, issuable upon

exchange, if any, have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered

or sold in the United States absent registration or an applicable exemption from such registration requirements.

The Notes are the Operating Partnership’s

senior unsecured obligations and rank senior in right of payment to any of the Operating Partnership’s indebtedness that is expressly

subordinated in right of payment to the Notes, equal in right of payment to any of the Operating Partnership’s senior unsecured

and unsubordinated indebtedness, effectively junior in right of payment to any of the Operating Partnership’s mortgages and other

secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to any of the Operating

Partnership’s existing and future indebtedness and other liabilities of subsidiaries of the Operating Partnership, if any. The Notes

are fully and unconditionally guaranteed by the Company on a senior, unsecured basis.

The Notes bear interest at a rate of 6.00% per

annum, which is payable semi-annually in arrears on June 15 and December 15 of each year, beginning December 15, 2026,

until the maturity date of June 15, 2029.

The Notes are exchangeable at any time prior to

the close of business on the second scheduled trading day immediately preceding the maturity date for cash, shares of the Company’s

common stock or a combination of cash and shares of common stock, at the election of the Operating Partnership, based on an initial exchange

rate of 14.4113 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately

$69.39 per share of common stock), subject to adjustment of the exchange rate under certain circumstances. In addition, following the

occurrence of a make-whole fundamental change, as defined in the Indenture, the Operating Partnership will, in certain circumstances,

increase the exchange rate for a holder that elects to exchange Notes in connection with such make-whole fundamental change.

Subject to certain exceptions, the Company’s

charter restricts ownership of (i) more than 9.8% in value or in number of shares, whichever is more restrictive, of its outstanding

shares of common stock, or (ii) more than 9.8% in value of its outstanding capital stock, in order to protect its status as a real

estate investment trust for U.S. federal income tax purposes, among other purposes. Notwithstanding any other provision of the Notes,

no holder of Notes will be entitled to receive shares of the Company’s common stock following exchange of such Notes to the extent

that receipt of common stock would cause such holder (after application of certain constructive ownership rules) to exceed the ownership

limits contained in the Company’s charter.

The Operating Partnership may not redeem the Notes

prior to maturity. No sinking fund will be provided for the Notes.

Upon the occurrence of a fundamental change, as

defined in the Indenture, subject to certain conditions, holders may require the Operating Partnership to repurchase the Notes in whole

or in part for cash at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus

accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

Each of the following is an event of default with

respect to the Notes:

(1) default in the payment of any interest on any Note when due and payable, and the default continues for a period of 90 days;

(2) default in the payment of principal of any Note (including the fundamental change repurchase price) when due and payable on the maturity

date, upon required repurchase, upon declaration of acceleration or otherwise;

(3) failure by the Operating Partnership or the Company to comply with its obligation to exchange the Notes for cash, shares of the Company’s

common stock or a combination of cash and shares of common stock, as the case may be, in accordance with the Indenture upon exercise of

a holder's exchange right, which failure continues for five business days;

(4) failure by the Operating Partnership to comply with its obligations related to a merger, consolidation or sale of assets;

(5) failure by the Operating Partnership to provide timely notice in connection with a fundamental change;

(6) failure by the Operating Partnership or the Company for 90 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 Operating Partnership or the Company to comply with any of

the Operating Partnership’s or the Company’s respective agreements contained in the Notes or the Indenture (other than a covenant

or warranty a default in whose performance or whose breach is elsewhere specifically provided for or which does not apply to the Notes),

which notice shall state that it is a “Notice of Default” under the Indenture;

(7) default by the Operating Partnership or the Company following the failure to pay beyond any applicable grace period, or resulting

in the acceleration of, indebtedness of the Operating Partnership, the Company or any of their respective subsidiaries where the aggregate

principal amount with respect to which the default has occurred is greater than $50 million (or its foreign currency equivalent at the

time), which indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded, within 30 days after

written notice to the Operating Partnership from the Trustee (or to the Trustee and the Operating Partnership from holders of at least

25% in principal amount of the Notes then outstanding);

(8) a final judgement or judgements for the payment of $50 million (or its foreign currency equivalent at the time) or more, excluding

any amounts covered by insurance, in the aggregate rendered against the Operating Partnership, the Company or any of their respective

subsidiaries which judgement is not discharged, bonded, paid, waived or stayed within 60 days after (i) the date on which the right

to appeal has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;

(9) except as otherwise permitted by the Indenture, the Company’s guarantee with respect to the Notes ceases to be in full force

and effect, or is declared null and void in a judicial proceeding, or the Company denies or disaffirms in writing its obligations under

the Indenture; or

(10) certain events of bankruptcy, insolvency, or reorganization of the Company, the Operating Partnership or any significant subsidiary

(as defined in Article 1, Rule 1-02 of Regulation S-X) of the Company or the Operating Partnership.

If an event of default other than an event of

default arising under clause (10) above occurs and is continuing, the Trustee by notice to the Operating Partnership, or the holders

of at least 25% in principal amount of then outstanding Notes by notice to the Operating Partnership and the Trustee, may, and the Trustee

at the request of such holders shall, declare 100% of the principal of, and accrued and unpaid interest, if any, on, all then outstanding

Notes to be due and payable. In addition, upon an event of default arising under clause (10) above with respect to the Operating

Partnership, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable. Upon any

such acceleration, the principal of and accrued and unpaid interest, if any, on the Notes will be due and payable immediately.

If, at any time during the six-month period beginning

on, and including, the date that is six months after the last date of original issuance of the Notes, the Company fails to timely file

any document or report that it is required to file pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as

amended (after giving effect to all applicable grace periods thereunder and other than Current Reports on Form 8-K), or the Notes

or any shares of the Company’s common stock issuable upon exchange of the Notes are not otherwise freely tradable pursuant to Rule 144,

subject to certain limitations, the Operating Partnership will pay additional interest on the Notes equal to 0.5% per annum of the principal

amount of Notes outstanding. Further, if, and for so long as, the restrictive legend on the Notes has not been removed, the Notes are

assigned a restricted CUSIP number or the Notes and any shares of the Company’s common stock issuable upon exchange of the Notes

are not otherwise freely tradable pursuant to Rule 144, subject to certain limitations regarding holders of the Notes who are the

Operating Partnership's current or prior affiliates, as of the 365th day after the last date of original issuance of the Notes, the Operating

Partnership will pay additional interest on the Notes equal to 0.5% per annum of the principal amount of Notes outstanding.

This description of the Indenture and the Notes

is qualified in its entirety by reference to the text of the Indenture and the form of Note, which are filed as Exhibits 4.1 and 4.2 to

this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 2.03

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

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference.

Item 8.01

Other Events.

Concurrently with the offering of the Notes, the

Company used approximately $80.5 million of the net proceeds from the offering to fund the repurchase of 1,334,466 shares of the Company’s

common stock in privately negotiated transactions effected through the Initial Purchasers at a price per share of $60.34, the last reported

sale price per share of the Company’s common stock on the New York Stock Exchange on June 9, 2026.

This Current Report on Form 8-K is neither

an offer to sell, nor a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction

in which such offer, solicitation or sale would be unlawful.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Description of Exhibit

4.1

Indenture, dated as of June 15, 2026, among the Operating Partnership, as issuer, the Company, as guarantor, and the Trustee, as trustee, including the Form of Note representing the Operating Partnership’s 6.00% Exchangeable Senior Notes due 2029.

4.2

Form of 6.00% Exchangeable Senior Note (included as Exhibit A to Exhibit 4.1)

104

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

SIGNATURES

Pursuant to the requirements

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

duly authorized.

Date: June 15, 2026

INNOVATIVE INDUSTRIAL PROPERTIES, INC.

By:

/s/ David Smith

Name:

David Smith

Title:

Chief Financial Officer and Treasurer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2617982d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

IIP OPERATING PARTNERSHIP, LP, as Issuer

INNOVATIVE INDUSTRIAL PROPERTIES, INC,

as Guarantor

ARGENT INSTITUTIONAL TRUST COMPANY, as Trustee

INDENTURE

Dated as of

June 15, 2026

6.000% Exchangeable Senior Notes due 2029

TABLE

OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

Section 1.01.

Definitions

ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01.

Designation Amount and Issue of Notes

Section 2.02.

Form of Notes

Section 2.03.

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

Section 2.04.

Execution of Notes

Section 2.05.

Exchange and Registration of Transfer of Notes; Restrictions on Transfer

Section 2.06.

Mutilated, Destroyed, Lost or Stolen Notes

Section 2.07.

Temporary Notes

Section 2.08.

Cancellation of Notes

Section 2.09.

CUSIP Numbers

ARTICLE 3

REPURCHASE OF NOTES

Section 3.01.

Repurchase at Option of Holders Upon a Fundamental Change

Section 3.02.

Effect of Fundamental Change Repurchase Notice

Section 3.03.

Withdrawal of Fundamental Change Repurchase Notice

Section 3.04.

Deposit of Fundamental Change Repurchase Price

Section 3.05.

Notes Repurchased in Whole or in Part

Section 3.06.

Covenant to Comply with Applicable Laws upon Repurchase of Notes

Section 3.07.

Repayment to the Issuer

ARTICLE 4

PARTICULAR COVENANTS OF THE ISSUER AND THE GENERAL PARTNER

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; Annual Reports; Additional Interest

Section 4.07.

Stay, Extension and Usury Laws

Section 4.08.

Compliance Certificate

Section 4.09.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements

ARTICLE 5

LIST OF HOLDERS AND REPORTS BY THE ISSUER AND THE TRUSTEE

Section 5.01.

List of Holders

Section 5.02.

Preservation and Disclosure of Lists

ARTICLE 6

EVENTS OF DEFAULT; REMEDIES

Section 6.01.

Events of Default

Section 6.02.

Payments of Notes on Default; Suit Therefor

Section 6.03.

Application of Monies Collected by Trustee

Section 6.04.

Proceedings by Noteholders

Section 6.05.

Proceedings by Trustee

Section 6.06.

Remedies Cumulative and Continuing

Section 6.07.

Direction of Proceedings and Waiver of Defaults by Majority of Noteholders

Section 6.08.

Undertaking to Pay Costs

Section 6.09.

Additional Interest

ARTICLE 7

THE TRUSTEE

Section 7.01.

Notice of Defaults

Section 7.02.

Certain Rights of Trustee

Section 7.03.

Not Responsible for Recitals or Issuance of Notes

Section 7.04.

May Hold Notes and Common Stock

Section 7.05.

Money Held in Trust

Section 7.06.

Compensation and Reimbursement

Section 7.07.

Corporate Trustee Required; Eligibility; Conflicting Interests

Section 7.08.

Resignation and Removal; Appointment of Successor

Section 7.09.

Acceptance of Appointment By Successor Trustee

Section 7.10.

Merger, Conversion, Consolidation or Succession to Business

Section 7.11.

Appointment of Authenticating Agent

Section 7.12.

Certain Duties and Responsibilities of the Trustee

ARTICLE 8

THE NOTEHOLDERS

Section 8.01.

Action by Noteholders

Section 8.02.

Proof of Execution by Noteholders

Section 8.03.

Absolute Owners

Section 8.04.

Issuer-Owned Notes Disregarded

Section 8.05.

Revocation of Consents; Future Holders Bound

ARTICLE 9

SUPPLEMENTAL INDENTURES

Section 9.01.

Supplemental Indentures Without Consent of Noteholders

Section 9.02.

Supplemental Indenture With Consent of Noteholders

Section 9.03.

Notation on Notes

Section 9.04.

Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee

Section 9.05.

Notice of Amendment or Supplement

ARTICLE 10

CONSOLIDATION, MERGER AND SALE OF ASSETS

Section 10.01.

Issuer May Consolidate on Certain Terms

Section 10.02.

Issuer Successor to Be Substituted

Section 10.03.

Opinion of Counsel to be Given to Trustee

ARTICLE 11

SATISFACTION AND DISCHARGE OF INDENTURE

Section 11.01.

Satisfaction and Discharge of Indenture

Section 11.02.

Application of Trust Funds

Section 11.03.

Return of Unclaimed Monies

Section 11.04.

Reinstatement

ARTICLE 12

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 12.01.

Indenture and Notes Solely Corporate Obligations

ARTICLE 13

EXCHANGE OF NOTES

Section 13.01.

Right to Exchange

Section 13.02.

Exchange Procedures

Section 13.03.

Settlement Upon Exchange

Section 13.04.

Adjustment of Exchange Rate

Section 13.05.

Discretionary and Voluntary Adjustments

Section 13.06.

Adjustment to Exchange Rate Upon Exchange in Connection with a Make-Whole Fundamental Change

Section 13.07.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale

Section 13.08.

Ownership Limit and Withholding

Section 13.09.

Calculations in Respect of Notes

ARTICLE 14

MEETINGS OF HOLDERS OF NOTES

Section 14.01.

Purposes for Which Meetings May Be Called

Section 14.02.

Call, Notice and Place of Meetings

Section 14.03.

Persons Entitled to Vote at Meetings

Section 14.04.

Quorum; Action

Section 14.05.

Determination of Voting Rights; Conduct and Adjournment of Meetings

Section 14.06.

Counting Votes and Recording Action of Meetings

ARTICLE 15

GUARANTEES

Section 15.01.

Guarantees

Section 15.02.

Additional Guarantees; Release of Guarantors and Guarantee Obligations

Section 15.03.

Limitation on Liability; Termination, Release and Discharge

Section 15.04.

Right of Contribution

Section 15.05.

No Subrogation

ARTICLE 16

MISCELLANEOUS PROVISIONS

Section 16.01.

Provisions Binding on Issuer’s and Guarantor’s Successors

Section 16.02.

Official Acts by Successor Corporation

Section 16.03.

Addresses for Notices, etc

Section 16.04.

Governing Law

Section 16.05.

Evidence of Compliance with Conditions Precedent, Certificates to Trustee

Section 16.06.

Legal Holidays

Section 16.07.

No Security Interest Created

Section 16.08.

Benefits of Indenture

Section 16.09.

Table of Contents, Headings, etc

Section 16.10.

Execution in Counterparts

Section 16.11.

Severability

Section 16.12.

Withholding Taxes

Exhibit A – Form of Note

A-1

iii

INDENTURE

INDENTURE dated as of June 15,

2026 among IIP Operating Partnership, LP, a Delaware limited partnership (hereinafter called the “Issuer”), Innovative

Industrial Properties, Inc., a Maryland corporation (the “General Partner”), and Argent Institutional Trust Company,

as trustee (the “Trustee”).

Each party agrees as follows

for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer’s 6.000% Exchangeable Senior

Notes due 2029 fully and unconditionally guaranteed by the Guarantors (as defined below).

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions.

The terms defined in this

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

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

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

any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular.

“Additional Interest” means

all amounts, if any, payable pursuant to Sections 4.06(d), 4.06(e) and 6.09.

“Additional Notes” has the

meaning specified in Section 2.01.

“Additional Shares” has the

meaning specified in Section 13.06(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.

“Agent Members” has the meaning

specified in Section 2.05(b)(5).

“Board of Directors” means

the board of directors of the General Partner or a committee of that board duly authorized to act hereunder.

“Board Resolution” means a

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

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

“Business Day” means, with

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

authorized or required by law, regulation or executive order to close or be closed.

“Capital Stock” means any and

all shares, interests, participations, rights or other equivalents (however designated) of corporate stock and, with respect to partnerships,

partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive

a share of the profits and losses of, or distributions of assets of, such partnership.

“Cash Settlement” has the meaning

set forth in Section 13.03(a).

“Cash Settlement Averaging Period”

means, with respect to any Note as to which Cash Settlement or Combination Settlement is applicable, the 20 consecutive Trading-Day period

beginning on, and including, the second Trading Day immediately succeeding the related Exchange Date; except that “Cash Settlement

Averaging Period” means, with respect to any Exchange Date occurring on or after March 15, 2029, the 20 consecutive Trading-Day

period beginning on, and including, the 21st Scheduled Trading Day immediately preceding the Maturity Date.

“Charter” means the Second

Articles of Amendment and Restatement of the General Partner, including all articles supplementary and articles of amendment, as amended

to date.

“Clause A Distribution” shall

have the meaning specified in Section 13.04(c).

“Clause B Distribution” shall

have the meaning specified in Section 13.04(c).

“Clause C Distribution” shall

have the meaning specified in Section 13.04(c).

“Close of Business” means 5:00

p.m., New York City time.

“Code” means the Internal Revenue

Code of 1986, as amended.

“Combination Settlement” has

the meaning set forth in Section 13.03(a).

“Commission” means the Securities

and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this

Indenture such Commission is not existing and performing the duties now assigned to it, then the body performing such duties at such time.

“Common Stock” means the shares

of common stock, $0.001 par value per share, of the General Partner as they exist on the date of this Indenture or any other shares of

Capital Stock of the General Partner into which the Common Stock shall be reclassified or changed or, in the event of a merger, consolidation

or other similar transaction involving the General Partner that is otherwise permitted hereunder in which the General Partner is not the

surviving corporation, the common stock, common equity interests, ordinary shares or depositary shares or other certificates representing

common equity interests of the entity surviving such transaction or its direct or indirect parent entity.

“Common Stock Legend” has the

meaning specified in Section 2.05(c).

“Continuing Director” means

a director who either was a member of the Board of Directors on the date of the Offering Memorandum or who becomes a member of the Board

of Directors subsequent to that date and whose election, appointment or nomination for election by the General Partner’s stockholders

is duly approved by a majority of the continuing directors on the Board of Directors at the time of such approval, either by a specific

vote or by approval of the proxy statement issued by the General Partner on behalf of the entire Board of Directors in which such individual

is named as nominee for director.

“Corporate Trust Office” or

other similar term, means the designated office of the Trustee at which, at any particular time, its corporate trust business as it relates

to this Indenture shall be administered, which office is, at the date as of which this Indenture is dated, located at 1715 North Westshore

Blvd, Suite 750, Tampa, FL 33607, Attention: Corporate Trust Office – Operating Partnership and IIP, or at any other time at

such other address as the Trustee may designate from time to time by notice to the Issuer.

“CUSIP” means the Committee

on Uniform Securities Identification Procedures.

“Custodian” means the Trustee,

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

“Daily Exchange Value” means

for each of the 20 consecutive Trading Days during the Cash Settlement Averaging Period, one-twentieth (1/20th) of the product of (i) the

applicable Exchange Rate on such Trading Day and (ii) the Daily VWAP of the Common Stock on such Trading Day, in each case determined

by the Issuer.

“Daily Measurement Value” means

the quotient of the Specified Dollar Amount, if any, divided by 20.

“Daily Settlement Amount” for

each of the 20 consecutive Trading Days of the applicable Cash Settlement Averaging Period, as determined by the Issuer, will consist

of: (a) cash equal to the lesser of (i) the Daily Measurement Value and (ii) the Daily Exchange Value; and (b) to

the extent the Daily Exchange Value for such Trading Day exceeds the Daily Measurement Value for such Trading Day, a number of shares

of Common Stock equal to (i) the difference between the Daily Exchange Value and the Daily Measurement Value, divided by (ii) the

Daily VWAP of the Common Stock on such Trading Day.

“Daily VWAP” means the per

share volume-weighted average price as displayed on Bloomberg (or any successor service) page “IIPR <equity> AQR”

in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such

Trading Day (or if such volume-weighted average price is not available, the volume-weighted average price means the market value of one

share of the Common Stock on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent

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

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

“Debt” means indebtedness for

borrowed money.

“Default” means any event that

is, or after notice or lapse of time or both would become, an Event of Default.

“Defaulted Amounts” means any

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

but are not punctually paid or duly provided for.

“Depositary” means the clearing

agency registered under the Exchange Act that is designated to act as the depositary for the Global Notes. DTC shall be the initial Depositary,

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

shall mean or include such successor.

“Dividend Threshold Amount”

has the meaning specified in Section 13.04(d) hereof.

“DTC” means The Depository

Trust Company.

“Effective Date” has the meaning

specified in Section 13.06(c).

“Event of Default” has the

meaning specified in Section 6.01(a).

“Ex-Dividend Date” means the

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

right to receive the applicable issuance, dividend or distribution.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

“Exchange Agent” means the

exchange agent appointed by the Issuer to act as set forth in Article 13, which, initially, shall be the Trustee.

“Exchange Date” has the meaning

specified in Section 13.02(b).

“Exchange Notice” has the meaning

specified in Section 13.02(a).

“Exchange Obligation” has the

meaning specified in Section 13.01(a).

“Exchange Price” means, on

any date of determination, $1,000, divided by the Exchange Rate as of such date.

“Exchange Rate” shall initially

be 14.4113 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as provided in Article 13.

"Expiration Date" has the meaning

specified in Section 13.04(e).

“Fundamental Change” means

the occurrence at the time after the Notes are originally issued if any of the following occurs:

(1) any “person” or “group” (within the meaning of Section 13(d) of the

Exchange Act), other than the Issuer, the General Partner, their respective subsidiaries or their respective employee benefit plans, files

a Schedule TO (or any successor schedule, form or report) 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 General Partner’s common equity representing more than 50% of the voting power of the General Partner’s common equity;

(2) the consummation of (a) any consolidation, merger, amalgamation, scheme of arrangement or other binding

share exchange or reclassification or similar transaction between the General Partner and another person (other than its subsidiaries),

in each case pursuant to which the Common Stock is exchanged into cash, securities or other property, or (b) any sale or other disposition

in one transaction or a series of transactions of all or substantially all of the assets of the General Partner and its subsidiaries,

on a consolidated basis, to another person (other than any of the General Partner’s subsidiaries); provided, however,

that any consolidation, merger, amalgamation, scheme of arrangement, other binding share exchange or reclassification or similar transaction,

pursuant to which (x) the holders of all classes of the General Partner’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 entity or transferee or the

parent thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction,

or (y) such transaction is effected solely to change the General Partner’s jurisdiction of incorporation or to form a holding

company for the General Partner and that results in a share exchange or reclassification or similar exchange of the outstanding Common

Stock solely into common stock of the surviving entity, will in each case be deemed not to be a fundamental change pursuant to this clause

(2);

(3) Continuing Directors cease to constitute at least a majority of the Board of Directors;

(4) the General Partner’s stockholders approve any plan or proposal for the liquidation or dissolution

of the General Partner (other than in a transaction described in clause (2) above);

(5) the Common Stock (or other common stock underlying the Notes) ceases to be listed on the NYSE, the NYSE

American LLC or the Nasdaq Stock Market (or any of their respective successors); or

(6) the General Partner (or any successor thereto permitted pursuant to the terms of this Indenture) ceases

to be, either directly or indirectly through one or more of its subsidiaries, the Issuer’s general partner or ceases to control

the Issuer;

provided, however, that in the case of

a transaction or event described in clause (1) or (2) above, if at least 90% of the consideration received or to be received

by holders of the Common Stock (excluding cash payments for fractional shares) in the transaction or transactions that would otherwise

constitute a “Fundamental Change” consists of shares of common stock or common equity interests that are traded on the NYSE,

the NYSE American LLC or the Nasdaq Stock Market (or any of their respective successors) or that will be so traded when issued or exchanged

in connection with the transaction or transactions that would otherwise constitute a Fundamental Change under clause (1) or (2) of

the definition thereof (such common stock or common equity interests, “Publicly Traded Securities”), and as a result

of such transaction or transactions, the Notes become exchangeable into or by reference to such Publicly Traded Securities, excluding

cash payments for fractional shares, such event shall not be a Fundamental Change.

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, transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the immediately preceding

paragraph, following the effective date of such transaction), references to the Issuer in the definition of Fundamental Change above shall

instead be references to such other entity.

For purposes of the definition

of Fundamental Change, any transaction that constitutes a Fundamental Change pursuant to both clause (1) and (2) thereof (without

giving effect to the proviso to clause (2)) shall be deemed a Fundamental Change solely under clause (2) of such definition (subject

to the proviso to clause (2)).

“Fundamental Change Issuer Notice”

has the meaning specified in Section 3.01(c).

“Fundamental Change Repurchase Date”

has the meaning specified in Section 3.01(a).

“Fundamental Change Repurchase Notice”

has the meaning specified in Section 3.01(b).

“Fundamental Change Repurchase Price”

has the meaning specified in Section 3.01(a).

"Funding Guarantor" has the meaning

specified in Section 15.04(a).

“General Partner” means the

corporation named as the “General Partner” in the first paragraph of this Indenture, and, subject to the provisions

of Article 10, shall include its successors and assigns.

“Global Note” has the meaning

specified in Section 2.02.

“Guarantee” means the Guarantee

by each Guarantor of the Issuer’s obligations under this Indenture and the Notes set forth in Article 15, including as a result

of execution of a supplemental indenture, pursuant to the provisions of this Indenture.

“Guarantors” means the General

Partner and each Subsidiary Guarantor, if any, that gives a Guarantee in accordance with the provisions of this Indenture, and their respective

successors and assigns, in each case, until the Guarantee of such Person has been released in accordance with the provisions of this Indenture.

“Guarantor Obligations” has

the meaning specified in Section 15.01(a).

“Indemnified Person” has the

meaning specified in Section 7.06.

“Indenture” means this instrument

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

“Initial Notes” has the meaning

specified in Section 2.01.

“Initial Purchasers” mean BTIG,

LLC, A.G.P./Alliance Global Partners, Piper Sandler & Co, Stifel, Nicolaus & Company, Incorporated, and Roth Capital

Partners, LLC.

“Interest” means, when used

with reference to the Notes, any interest payable in respect of the Notes. Unless the context otherwise requires, any reference to Interest

on, or in respect of, any Note in this Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest

is, was or would be payable pursuant to any of Section 4.06(d), Section 4.06(e) and Section 6.09.

“Interest Payment Date” means,

with respect to the payment of interest on the Notes, subject to Section 2.03(b) and Section 16.06 of this Indenture, each

June 15 and December 15 of each year, beginning on December 15, 2026.

“Issuer” means the limited

partnership named as the “Issuer” in the first paragraph of this Indenture, and, subject to the provisions of Article 10,

shall include its successors and assigns.

“Issuer Request” and “Issuer

Order” mean, respectively, a written request or order signed in the name of the Issuer by the General Partner by its Chairman

of the Board of Directors, the President, Chief Financial Officer or a Vice President, and by its Treasurer, an Assistant Treasurer, the

Secretary or an Assistant Secretary, of the General Partner, and delivered to the Trustee.

“Last Reported Sale Price”

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

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

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

Sale Price” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported

by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price”

shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three

nationally recognized independent investment banking firms selected by the Issuer for this purpose.

“Make-Whole Fundamental Change”

means any event that (i) is a Fundamental Change (after giving effect to any exceptions or exclusions to the definition thereof)

or (ii) would be a Fundamental Change, but for the exclusion in section (i) of clause (2) of the definition thereof.

“Market Disruption Event” means

(i) a failure by the primary exchange or quotation system on which the Common Stock trades or is quoted to open for trading during

its regular trading session or (ii) the occurrence or existence, prior to 1:00 p.m., New York City time, on any Scheduled Trading

Day for the Common Stock of an aggregate one half-hour period 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 shares of the Common

Stock or in any options, contracts or future contracts relating to the Common Stock.

“Maturity Date” means June 15,

2029.

“Merger Event” shall have the

meaning specified in Section 13.07(a).

“Note” or “Notes”

means any of the Issuer’s 6.000% Exchangeable Senior Notes due 2029, as the case may be, authenticated and delivered under this

Indenture, including the Initial Notes, any Additional Notes and any Global Note.

“Note Register” has the meaning

specified in Section 2.05(a).

“Note Registrar” has the meaning

specified in Section 2.05(a).

“Noteholder” or “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 Registrar’s books.

“NYSE” means the New York Stock

Exchange.

“Offering Memorandum” means

the Issuer’s and the General Partner’s offering memorandum dated June 9, 2026 relating to the Notes, as supplemented

(including by the relevant pricing term sheet related to the offering of the Notes).

“Officer” means the Chairman

of the Board of Directors, the President, the Chief Financial Officer, one of the Vice Presidents, the Treasurer, the Assistant Treasurer,

the Secretary or an Assistant Secretary of the General Partner.

“Officers’ Certificate,”

when used with respect to the Issuer, means a certificate signed by the Chairman of the Board of Directors, the President, the Chief Financial

Officer or a Vice President and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the General Partner,

and delivered to the Trustee.

“Open of Business” means 9:00

a.m., New York City time.

“Opinion of Counsel” means

a written opinion of counsel, who may be counsel for the Issuer or who may be an employee of or other counsel for the Issuer or any Guarantor

and who shall be satisfactory to the Trustee and delivered to the Trustee.

“outstanding,” when used with

respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(1) Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(2) Notes, or portions thereof, for whose payment (repurchase pursuant to Article 3) money in the necessary

amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or set aside and segregated

in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Notes;

(3) Notes, which shall have been discharged in accordance with Article 11;

(4) Notes exchanged pursuant to Article 13, on and after their Exchange Date; and

(5) Notes which have been paid pursuant to Section 2.06 or in exchange for or in lieu of which other

Notes have been authenticated and delivered pursuant to this Indenture;

provided, however, that in determining

whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction,

notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, Notes owned by the Issuer or any other

obligor upon the Notes or any Affiliate of the Issuer or of such other obligor shall be disregarded and deemed not to be outstanding,

except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand,

authorization, direction, notice, consent or waiver, only Notes which are identified as being so owned on the Note Registrar shall be

so disregarded. Notes owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction

of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any other obligor

upon the Notes or any Affiliate of the Issuer or of such other obligor. In case of a dispute as to such right, the advice of counsel shall

be full protection in respect of any decision made by the Trustee in accordance with such advice.

“Paying Agent” has the meaning

specified in Section 2.08.

“Person” means any corporation,

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

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

“Physical Settlement” has the

meaning set forth in Section 13.03(a).

“Regular Record Date” has the

meaning specified in Section 2.03.

“Reference Property” has the

meaning provided in Section 13.07(a).

“REIT” means a real estate

investment trust for U.S. federal income tax purposes.

“Responsible Officer” when

used with respect to the Trustee, means any officer assigned to the Corporate Trust Office of the Trustee customarily performing functions

similar to those performed by having direct responsibility for the administration of this Indenture, and also means, with respect to a

particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with

the particular subject .

“Restricted Notes Legend” has

the meaning specified in Section 2.05(c).

“Rule 144A” means Rule 144A

as promulgated under the Securities Act as it may be amended from time to time hereafter.

“Scheduled Trading Day” means

any day that is scheduled to be a Trading Day.

“Securities Act” means the

Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

“Settlement Amount” has the

meaning specified in Section 13.03(a).

“Settlement Method” means,

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

elected) by the Issuer.

“Settlement Notice” has the

meaning specified in Section 13.03(a).

“Significant Subsidiary” means

any Subsidiary which is a “significant subsidiary” (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated

under the Securities Act) of the Issuer.

“Specified Dollar Amount” means

the maximum cash amount per $1,000 principal amount of Notes to be received upon exchange as specified by the Issuer in the Settlement

Notice (or deemed specified pursuant to Section 13.03 hereof).

“Spin-Off” has the meaning

specified in Section 13.04(c).

“Stated Maturity,” when used

with respect to any Note or any installment of principal thereof or Interest thereon, means the date specified in such Note as the fixed

date on which the principal of such Note or such installment of principal or Interest is due and payable.

“Stock Price” has the meaning

specified in Section 13.06(c).

“Subsidiary” means a Person

(other than an individual), a majority of the outstanding voting stock, partnership interests, membership interests or other equity interest,

as the case may be, of which is owned or controlled, directly or indirectly, by the Issuer or by one or more other Subsidiaries of the

Issuer, as the case may be. For the purposes of this definition, “voting stock” means stock having voting power for the election

of directors, trustees or managers, as the case may be, whether at all times or only so long as no senior class of stock has such voting

power by reason of any contingency.

“Subsidiary Guarantors” each

Subsidiary of the Issuer, if any, that gives a Guarantee in accordance with the provisions of this Indenture, and their respective successors

and assigns, in each case, until the Guarantee of such Person has been released in accordance with the provisions of this Indenture.

“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

NYSE or, if the Common Stock (or such other security) is not then listed on the NYSE, 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 listed or admitted for trading, and (ii) a closing sale price for the Common Stock (or such other security

for which a closing sale price must be determined) is available on such securities exchange; provided that, for purposes of determining

amounts due under Section 13.02(b), “Trading Day” means a day during which (x) there is no Market Disruption Event

and (y) trading in the Common Stock generally occurs on the NYSE or, if the Common Stock is not then listed on the NYSE, on the primary

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 primary quotation system on which the Common Stock then trades or is quoted. If

the Common Stock (or such other security) is not so listed or traded, “Trading Day” means a Business Day.

“transfer” has the meaning

specified in Section 2.05(c).

“Trigger Event” has the meaning

specified in Section 13.04(c).

“Trustee” means Argent Institutional

Trust Company, and its successors and any legal entity resulting from or surviving any consolidation or merger to which it or its successors

may be a party and any successor trustee at the time serving as successor trustee hereunder.

“Trust Indenture Act” means

the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb, et seq.) and the implementing regulations promulgated thereunder,

as may be amended from time to time.

“unit of Reference Property”

has the meaning provided in Section 13.07(a).

ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION

AND EXCHANGE OF NOTES

Section 2.01. Designation Amount and Issue of Notes.

The Notes shall be designated

as “6.000% Exchangeable Senior Notes due 2029.” Upon the execution of this Indenture, the Initial Notes may be executed

by the Issuer and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver Notes upon a written

order of the Issuer (an “Authentication Order”), such order signed by one Officer, and an Opinion of Counsel as to,

among other things, the enforceability of this Indenture and the Initial Notes. At any time and from time to time thereafter, the Trustee

shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified

in such Authentication Order for such Additional Notes issued hereunder and, in the case of any issuance of Additional Notes pursuant

to Section 2.01, such Authentication Order shall certify that such issuance is in compliance with this Indenture.

The aggregate principal amount

of Notes which may be authenticated and delivered under this Indenture is unlimited; provided that upon initial issuance, the aggregate

principal amount of Notes outstanding shall not exceed $350,000,000 (or $402,500,000 if the Initial Purchasers’ option to purchase

additional Notes is exercised in full) (the “Initial Notes”), except as provided in Section 2.06. The Issuer may,

without notice to or the consent of the Holders of Notes, issue additional Notes (the “Additional Notes”) under this

Indenture from time to time in the future with the same terms and with the same CUSIP number as the Initial Notes (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, restrictions

on transfer in respect thereof) in an unlimited aggregate principal amount, provided that if any such Additional Notes are not

fungible with the Initial Notes for U.S. federal securities law and income tax purposes, such Additional Notes will have one or more separate

CUSIP numbers or no CUSIP number. The Initial Notes and any such Additional Notes shall constitute a single series of debt securities,

and in circumstances in which this Indenture provides for the Holders of Notes to vote or take any action, the Holders of Initial Notes

and the Holders of any such Additional Notes will vote or take that action as a single class.

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 form set forth in Exhibit A hereto.

The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly

made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture,

expressly agree to such terms and provisions and to be bound thereby.

Any of the Notes may have

such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officer(s) 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 by the Custodian or the Depositary or as may be required for the Notes to be tradable on any market

developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable 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 to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes

are subject.

So long as the Notes are eligible

for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b),

all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the

Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note shall be effected

through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Except as provided in Section 2.05(b),

beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled

to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note.

Any Global Note shall represent

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

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

be increased or reduced to reflect repurchases, exchanges, or transfers 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 of and Interest on any Global Note shall be made to the Holder of such Note.

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. Each Note shall be dated the date of its authentication and shall bear cash Interest at a per annum rate equal to 6.000%

from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall be computed

on the basis of a 360-day year consisting of 12 30-day months and, for a partial month, on the basis of the number of days actually elapsed

in a 30-day month.

(b) The Person in whose

name any 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, subject to the provisions of Section 13.02(a) relating

to any Note or portion thereof surrendered for exchange during the period from the Close of Business on the Regular Record Date for any

Interest Payment Date to the Close of Business on the applicable Interest Payment Date. Interest on any Global Note shall be paid by wire

transfer of immediately available funds to the account of the Trustee, the Paying Agent, Depositary or its nominee. Payment of the principal

of Notes not represented by a Global Note shall be made at the office or agency designated by the Issuer for such purpose. Interest on

Notes not represented by a Global Note shall be paid (i) if such Holder holds $2,000,000 or less aggregate principal amount of Notes,

by check mailed to such Holder’s registered address, and (ii) if such Holder holds more than $2,000,000 aggregate principal

amount of Notes, (A) by check mailed to such Holder’s registered address or, (B) if such Holder has previously delivered

to the Security Registrar a written instruction, that is satisfactory to the Note Registrar, requesting the Issuer make such subsequent

payments by wire transfer to an account of such Holder which is located within the United States, and if such Holder has provided the

Trustee, the Paying Agent or the Issuer with the requisite information necessary to make such wire transfer, then by wire transfer to

such account for each subsequent interest payment until such Holder delivers to the Note Registrar a new written instruction to the contrary.

If a payment date is not a

Business Day, payment shall be made on the next succeeding Business Day with the same force and effect as if made on the relevant scheduled

payment date, and no additional interest on such payment shall accrue in respect of the delay. The term “Regular Record Date”

means, with respect to any Interest Payment Date, June 1 (whether or not a Business Day) or December 1 (whether or not a Business

Day), as the case may be, immediately preceding such Interest Payment Date.

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 from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid

by the Issuer, at its election in each case, as provided in clause (1) or (2) below:

(1) The Issuer may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes

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

following manner: The Issuer 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 20 calendar 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 Issuer shall deposit with the Trustee an amount of money equal

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

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

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

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

payment. At least 15 calendar days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee

in the name and at the expense of the Issuer) shall deliver or cause to be delivered to Holders a notice stating the special record date,

the related payment date and the amount of such Defaulted Amounts to be paid to each such Holder.

(2) The Issuer 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 Issuer to the Trustee

of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Section 2.04. Execution of Notes.

The Notes shall be signed

in the name and on behalf of the Issuer by the manual or electronic signature of one or more Officers. 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 the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 7.11), shall be entitled to the

benefits of this Indenture or be valid or obligatory for any purpose. A Note will not be valid or obligatory for any purpose until authenticated

by the manual signature of the Trustee (or such an authenticating agent).Such certificate by the Trustee (or such an authenticating agent)

upon any Note executed by the Issuer 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 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 Issuer, 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, and any Note may be signed on behalf of the Issuer by such persons as, at the

actual date of the execution of such Note, shall be the proper Officers, 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.

(a) The Issuer shall

cause to be kept initially at the Corporate Trust Office a register (the register maintained in such office and in any other office or

agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”)

in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and of transfers

of Notes. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes

as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02.

Upon surrender for registration

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

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

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

legends as may be required by this Indenture.

Notes may be transferred for

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

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

the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the transfer is entitled

to receive bearing registration numbers not contemporaneously outstanding.

All Notes issued upon any

registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to

the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer.

All Notes presented or surrendered

for registration of transfer shall (if so required by the Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written

instrument or instruments of transfer in form satisfactory to the Issuer, and the Notes shall be duly executed by the Noteholder thereof

or its attorney duly authorized in writing.

No service charge shall be

made to any Holder for any registration of, transfer of Notes, but the Issuer may require payment by the Holder of a sum sufficient to

cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange

of Notes.

(b) The following provisions

shall apply only to Global Notes:

(1) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary

or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and each such Global Note shall constitute

a single Note for all purposes of this Indenture.

(2) Notwithstanding any other provision in this Indenture, no Global Note may be transferred in whole or in

part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than

the Depositary or a nominee thereof unless (1) the Depositary (x) has notified the Issuer that it is unwilling or unable to

continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and a successor

depositary has not been appointed by the Issuer within ninety (90) calendar days, or (2) an Event of Default has occurred and is

continuing. Any Global Note exchanged pursuant to clause (1) or (2) above shall be so transferred in whole and not in part.

Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued

that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note.

(3) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (2) above

shall be issued in definitive, fully registered form, without Interest coupons, shall have an aggregate principal amount equal to that

of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as

the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to be transferred in whole shall be surrendered

by the Depositary to the Trustee, as Note Registrar. With regard to any Global Note to be transferred in part, either such Global Note

shall be so surrendered for transfer or, if the Trustee is acting as Custodian for the Depositary or its nominee with respect to such

Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so transferred, by means of

an appropriate adjustment made on the records of the Note Registrar. Upon any such surrender or adjustment, the Trustee shall authenticate

and make available for delivery the Note issuable on such transfer to or upon the written order of the Depositary or an authorized representative

thereof.

(4) In the event of the occurrence of any of the events specified in clause (2) above, the Issuer

will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without Interest

coupons.

(5) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any

other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note registered

in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Issuer,

the Trustee and any agent of the Issuer or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever.

Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving

effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or

impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary

practices of such Persons governing the exercise of the rights of a Holder of any Note.

(6) At such time as all interests in a Global Note have been repurchased, exchanged, or canceled for Notes

in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures

and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global

Note is repurchased, exchanged, or canceled for Notes in certificated form, 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, 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.

securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.05(c) to bear

the legend set forth in this Section 2.05(c) (the “Restricted Notes Legend”), and any Common Stock that bears

or is required under this Section 2.05(c) to bear the Common Stock legend set forth in this Section 2.05(c) (the “Common

Stock Legend”) (collectively, the “Restricted Notes”) shall be subject to the restrictions on transfer set

forth in this Section 2.05(c) (including those set forth in the legends below) unless such restrictions on transfer shall be

waived by written consent of the Issuer, and the Holder of each such Restricted Note, by such Holder’s acceptance thereof, agrees

to be bound by all such restrictions on transfer. As used in this Section 2.05(c), the term “transfer” means any

sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Note or any interest therein.

Until the Maturity Date for

the Notes, every certificate evidencing the Notes shall bear a Restricted Notes Legend in substantially the following form unless otherwise

determined by the Issuer in writing, with written notice thereof delivered to the Trustee:

THIS SECURITY HAS NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,

ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,

SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL

BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)); (2) AGREES ON ITS OWN BEHALF AND ON BEHALF

OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO THE EXPIRATION

OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS SECURITY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), ONLY

(A) TO IIP OPERATING PARTNERSHIP, LP (THE “ISSUER”), (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE UNDER

RULE 144A, IN COMPLIANCE WITH RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR

ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE

ON RULE 144A OR (C) UNDER ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S

AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER UNDER CLAUSE (C) TO REQUIRE THE DELIVERY OF AN OPINION OF

COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON

TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

Until the date that is the

later of (1) the date that is one year after the date of issuance of shares of Common Stock upon exchange of a Note, or such other

period of time as permitted by Rule 144 under the Securities Act or any successor provision thereto, and (2) such later date,

if any, as may be required by applicable laws, any stock certificate evidencing shares of Common Stock issued upon exchange of such Note

shall bear legends referring to the restrictions on ownership and transfer set forth in the Charter and a Common Stock Legend in substantially

the following form unless such Common Stock has been sold pursuant to a registration statement that has been declared or become effective

under the Securities Act (and which continues to be effective at the time of such transfer) or pursuant to Rule 144 under the Securities

Act or any similar provision then in force, or unless otherwise determined by the Issuer in writing, with written notice thereof to the

Trustee:

THIS SECURITY HAS NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,

ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,

SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL

BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)); (2) AGREES ON ITS OWN BEHALF AND ON BEHALF

OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO THE EXPIRATION

OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS SECURITY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), ONLY

(A) TO INNOVATIVE INDUSTRIAL PROPERTIES, INC. (THE “ISSUER”), (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE

FOR RESALE UNDER RULE 144A, IN COMPLIANCE WITH RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT

PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING

MADE IN RELIANCE ON RULE 144A OR (C) UNDER ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,

SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER UNDER CLAUSE (C) TO REQUIRE

THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM; AND (3) AGREES THAT IT

WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

Any such shares of Common

Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal

of the Common Stock Legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Common

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

certificates for a like number of shares of Common Stock, which shall not bear the Common Stock Legend required by this Section 2.05(c).

(d) By its acceptance

of any Note bearing the Restricted Notes Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth

in this Indenture and in the Restricted Notes Legend and agrees that it will transfer such Note only as provided in this Indenture and

as permitted by applicable law.

(e) Any Restricted Securities

purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the

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

in such Notes or Common Stock, as the case may be, no longer being “restricted securities” (as defined under Rule 144).

(f) The Trustee in each

of its various capacities as designated from time to time hereunder in each of its various

capacities as designated from time to time hereunder

shall have no responsibility or obligation to any Agent Members or any other Person with respect to the accuracy of the books or records,

or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest

in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment

of any amount, under or with respect to such Notes. All notices and communications to be given to the Noteholders and all payments to

be made to Noteholders under the Notes shall be given or made only to or upon the order of the registered Noteholders (which shall be

the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only

through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying

upon information furnished by the Depositary with respect to its Agent Members.

The Trustee in each of its

various capacities as designated from time to time hereunder shall have no obligation or duty to monitor, determine or inquire as to compliance

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

any Note (including any transfers between or among Agent Members in any Global Indenture) 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. The registered Holder of

a Note shall be treated as its owner for all purposes.

Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes.

In case any Note shall become

mutilated or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon its written request the Trustee or an authenticating

agent appointed by the Trustee shall authenticate and make available for delivery, a new Note, bearing a 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 Issuer, 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, the applicant shall also furnish to the Issuer,

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.

Following receipt by the Trustee

or such authenticating agent, as the case may be, of satisfactory security or indemnity and evidence, as described in the preceding paragraph,

the Trustee or such authenticating agent may authenticate any such substituted Note and make available for delivery such Note. Upon the

issuance of any substituted Note, the Issuer may require the payment by the Holder of a sum sufficient to cover any tax, assessment or

other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Note which has

matured or is about to mature or has been properly tendered for repurchase on a Fundamental Change Repurchase Date (and not withdrawn)

or is to be exchanged pursuant to this Indenture, shall become mutilated or be destroyed, lost or stolen, the Issuer may, instead of issuing

a substitute Note, pay or authorize the payment of or exchange or authorize the exchange 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 exchange shall furnish to the Issuer, 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 in connection with such substitution, and, in every case of destruction, loss or

theft, the applicant shall also furnish to the Issuer, the Trustee and, if applicable, any Paying Agent or Exchange Agent evidence to

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 Issuer, 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 or payment or exchange 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 or payment or exchange or repurchase of negotiable instruments or other

securities without their surrender.

Section 2.07. Temporary Notes.

Pending the preparation of

Notes in certificated form, the Issuer may execute and the Trustee or an authenticating agent appointed by the Trustee shall, upon the

written request of the Issuer, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in

any authorized denomination, and substantially in the form of the Notes in certificated form, but with such omissions, insertions and

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

by the Issuer 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 Notes in certificated form. Without unreasonable delay, the Issuer will execute and deliver to the Trustee

or such authenticating agent Notes in certificated form and thereupon any or all temporary Notes may be surrendered in exchange therefor,

at each office or agency maintained by the Issuer pursuant to Section 4.02 and the Trustee or such authenticating agent shall authenticate

and make available for delivery in exchange for such temporary Notes an equal aggregate principal amount of Notes in certificated form.

Such exchange shall be made by the Issuer 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 Notes in certificated

form authenticated and delivered hereunder.

Section 2.08. Cancellation of Notes.

All Notes surrendered for

the purpose of payment, repurchase, exchange or registration of transfer shall, if surrendered to the Issuer, any Person within the Issuer’s

control other than the Trustee (including any of the Issuer’s agents, Subsidiaries, or Affiliates) or any paying agent to whom Notes

may be presented for payment (the “Paying Agent”) or Exchange Agent, both of which shall initially be the Trustee,

or any Note Registrar, be surrendered to the Trustee and promptly canceled by it or, if surrendered to the Trustee, shall be promptly

canceled by it and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture.

The Trustee shall dispose of such canceled Notes in accordance with its customary procedures. If the Issuer shall acquire any of the Notes,

such acquisition shall not operate as a repurchase or satisfaction of the indebtedness represented by such Notes unless and until the

same are delivered to the Trustee for cancellation. Except for Notes surrendered for registration of transfer or exchange, no Notes shall

be authenticated in exchange for any Notes cancelled as provided herein.

The Issuer may, to the extent

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

open market or otherwise, whether by the Issuer 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 written notice

to or consent of the Holders of the Notes. The Issuer shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled

swaps or other derivatives) to be surrendered to the Trustee for cancellation, and such Notes shall no longer be considered “outstanding”

under this Indenture upon their repurchase, and upon receipt of a written order from the Issuer, the Trustee shall cancel all Notes so

surrendered.

Section 2.09. CUSIP Numbers.

The Issuer in issuing the

Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in

all notices issued to Holders as a convenience to such Holders; provided that 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 Issuer shall promptly notify the Trustee in writing of any change in the “CUSIP”

numbers.

ARTICLE 3

REPURCHASE OF NOTES

Section 3.01. Repurchases at Option of Holders upon a Fundamental

Change.

(a) If a Fundamental

Change occurs at any time prior to the Maturity Date, then each Holder shall have the right, at such Holder’s option, to require

the Issuer to repurchase for cash any or all of such Holder’s Notes, or any portion thereof such that the remaining principal amount

that remains outstanding of each Note that is not repurchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof,

on a date (the “Fundamental Change Repurchase Date”) specified by the Issuer that is not less than 20 calendar days

or more than 35 calendar days following the date on which the Issuer delivers the Fundamental Change Repurchase Notice to the Holders,

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

if any, to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”); provided,

however, that if the Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the Interest Payment

Date corresponding to such Regular Record Date, the Issuer shall instead pay the full amount of accrued and unpaid Interest (to, but not

including, such Interest Payment Date) to the Holder of record on such Regular Record Date and the Fundamental Change Repurchase Price

shall be equal to 100% of the principal amount of the Notes to be repurchased.

(b) Repurchases of Notes

under this Section 3.01 shall be made, at the option of the Holder thereof, upon:

(1) if the Notes to be repurchased are in definitive form, delivery to the Paying Agent by the Holder of a

duly completed written repurchase notice (the “Fundamental Change Repurchase Notice”), as set forth in the Form of

Repurchase Notice attached as Attachment 3 to the Form of Note attached as Exhibit A, or if the Notes to be repurchased

are Global Notes, in compliance with the Depositary’s procedures for surrendering interests in Global Notes, in each case on or

before the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, subject to extensions to

comply with applicable law; and

(2) if the Notes to be repurchased are in definitive form, delivery of the Notes, to the Paying Agent at any

time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the office

of the Paying Agent, or if the Notes to be repurchased are Global Notes, book-entry transfer of the 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:

(1) if certificated, the certificate numbers of such Notes to be delivered for repurchase;

(2) the portion of the principal amount of such Notes, which must be such that the principal amount that remains

outstanding of each Note that is not to be repurchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and

(3) that such Notes are to be repurchased by the Issuer pursuant to the applicable provisions of the Notes

and this Indenture.

Notwithstanding anything herein

to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 3.01

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 third Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to

the Paying Agent in accordance with Section 3.03.

The Paying Agent shall promptly

notify the Issuer of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

20th calendar day after the occurrence of a Fundamental Change, the Issuer shall provide to all Holders of the Notes, the Trustee, the

Exchange Agent and the Paying Agent (in the case of any Paying Agent other than the Trustee) a written notice (the “Fundamental

Change Issuer Notice”) of the occurrence of such Fundamental Change and of the resulting repurchase right at the option of the

Holders arising as a result thereof. Such notice shall be sent by first class mail or overnight courier or, in the case of any Global

Notes, in accordance with the procedures of the Depositary for providing notices. Simultaneously with providing such Fundamental Change

Issuer Notice, the Issuer shall publish a notice containing this information in a newspaper of general circulation in The City of New

York or publish the information on the General Partner’s website, through a press release, or through such other public medium as

the Issuer may use at that time.

Each Fundamental Change Issuer

Notice shall state:

(1) the events causing the Fundamental Change;

(2) the effective date of the Fundamental Change;

(3) the last date on which a Holder of Notes may exercise the repurchase right pursuant to this Article 3;

(4) the Fundamental Change Repurchase Price;

(5) the Fundamental Change Repurchase Date;

(6) if applicable, the name and address of the Paying Agent and the Exchange Agent;

(7) if applicable, the applicable Exchange Rate and any adjustments to the applicable Exchange Rate;

(8) if applicable, that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered

by a Holder may be exchanged only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this

Indenture; and

(9) the procedures that Holders must follow to require the Issuer to repurchase their Notes.

No failure of the Issuer to give the foregoing

notices and no defect therein shall limit the repurchase rights of the Holders of Notes or affect the validity of the proceedings for

the repurchase of the Notes pursuant to this Section 3.01.

At the Issuer’s written

request, the Paying Agent shall give such notice in the Issuer’s name and at the Issuer’s expense; provided, however, that,

in all cases, the text of such Fundamental Change Issuer Notice shall be prepared by the Issuer and given to the Paying Agent at least

three business days prior to the date of such notification.

(d) Notwithstanding the

foregoing, there shall be no repurchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been

accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Repurchase Date (except in the case of

an acceleration resulting from a default by the Issuer in the payment of the Fundamental Change Repurchase Price with respect to such

Notes). The Paying Agent will promptly return to the respective Holders thereof any Notes in definitive form held by it during the acceleration

of the Notes (except in the case of an acceleration resulting from a default by the Issuer in the payment of the Fundamental Change Repurchase

Price with respect to such Notes) and shall deem to be cancelled any instructions for book-entry transfer of the Notes in compliance with

the procedures of the Depositary, in which case, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase

Notice with respect thereto shall be deemed to have been withdrawn.

(e) Notwithstanding the

other provisions of this Article 3, the Issuer will not be required to make an offer to repurchase the Notes upon a Fundamental Change

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

in this Indenture applicable to an offer to repurchase made by the Issuer and such third party purchases all Notes properly tendered and

not validly withdrawn under its offer. Any third party that intends to make such an offer to purchase the Notes shall give prior written

notice to the Trustee.

Section 3.02 Effect of Fundamental Change Repurchase Notice.

Upon receipt by the Paying

Agent of the Fundamental Change Repurchase Notice, the Holder of the Note in respect of which such Fundamental Change Repurchase Notice

was given shall (unless such Fundamental Change Repurchase Notice is withdrawn in accordance with Section 3.03) thereafter be entitled

to receive solely the Fundamental Change Repurchase Price in cash with respect to such Note (and any previously accrued and unpaid interest

on such Note). Such Fundamental Change Repurchase Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent,

on the later of (x) the applicable Fundamental Change Repurchase Date (provided the conditions in Section 3.01 have been satisfied)

and (y) the time of delivery or book-entry transfer of such Note to the Paying Agent by the Holder thereof in the manner required

by Section 3.01, subject in each case to extensions to comply with applicable law.

Section 3.03 Withdrawal of Fundamental Change Repurchase

Notice.

A Fundamental Change Repurchase

Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Paying Agent prior to the Close

of Business on the third Business Day immediately preceding the Fundamental Change Repurchase Date. The notice of withdrawal shall state:

(1) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted;

(2) if Notes have been issued in definitive form, the certificate numbers of the withdrawn Notes; and

(3) the principal amount, if any, of each Note that remains subject to the Fundamental Change Repurchase Notice,

which must be such that the principal amount not to be repurchased equals $1,000 or an integral multiple of $1,000 in excess thereof;

provided, however, that if the Notes

are Global Notes, the notice must comply with applicable procedures of the Depositary.

The Paying Agent will promptly

return to the respective Holders thereof any Notes in definitive form with respect to which a Fundamental Change Repurchase Notice has

been withdrawn in compliance with the provisions of this Section 3.03.

Section 3.04 Deposit of Fundamental Change Repurchase Price.

Prior to 10:00 a.m., New York

City time, on the Fundamental Change Repurchase Date, the Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary

or an Affiliate of the Issuer is acting as the Paying Agent, shall set aside, segregate and hold in trust as provided herein) an amount

of money (in immediately available funds if deposited on such Business Day) sufficient to pay the Fundamental Change Repurchase Price

of all the Notes or portions thereof that are to be repurchased as of the Fundamental Change Repurchase Date.

(b) If by 10:00 a.m. New

York City time, on the Fundamental Change Repurchase Date, the Paying Agent holds money sufficient to pay the Fundamental Change Repurchase

Price of the Notes for which a Fundamental Change Repurchase Notice has been tendered and not withdrawn in accordance with this Indenture

on the Fundamental Change Repurchase Date, then as of such Fundamental Change Repurchase Date, (i) such Notes will cease to be outstanding

and interest will cease to accrue thereon (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered

to the Paying Agent) and (iii) all other rights of the Holders in respect thereof will terminate (other than the right to receive

the Fundamental Change Repurchase Price and, if applicable, accrued and unpaid interest upon delivery or book-entry transfer of such Notes).

Section 3.05 Notes Repurchased in Whole or in Part.

Any certificated Note that

is to be repurchased, whether in whole or in part, shall be surrendered at the office of the Paying Agent (with, if the Issuer or the

Trustee so requires in the case of Notes in definitive form, due endorsement by, or a written instrument of transfer in form satisfactory

to the Issuer and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the

Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, a new Note or

Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion

of the principal amount of the Note so surrendered that is not purchased.

Section 3.06 Covenant To Comply with Applicable Laws upon

Repurchase of Notes.

In connection with any offer

to repurchase Notes under Section 3.01, the Issuer shall, in each case if required by applicable law, (i) comply with Rule 13e-4,

Rule 14e-1 and any other tender offer rules under the Exchange Act that may then be applicable, (ii) file a Schedule TO

or any other required schedule under the Exchange Act and (iii) otherwise comply with all federal and state securities laws applicable

to the Issuer in connection with such repurchase offer, in each case, so as to permit the rights and obligations under Article 3

to be exercised in the time and in the manner specified in Article 3.

Section 3.07 Repayment to the Issuer.

To the extent that the aggregate

amount of cash deposited by the Issuer pursuant to Section 3.04 exceeds the aggregate Fundamental Change Repurchase Price of the

Notes or portions thereof that the Issuer is obligated to repurchase as of the Fundamental Change Repurchase Date, then, following the

Fundamental Change Repurchase Date, the Paying Agent shall promptly return any such excess to the Issuer.

ARTICLE 4

PARTICULAR COVENANTS OF THE ISSUER AND THE GENERAL PARTNER

Section 4.01. Payment of Principal and Interest.

The Issuer covenants and agrees

that it will duly and punctually pay or cause to be paid when due the principal of (including the repurchase price upon repurchase pursuant

to Article 3) and 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 Issuer will maintain an

office or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or for exchange

or repurchase and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. As of the

date of this Indenture, such office shall be the Corporate Trust Office and, at any other time, at such other address as the Trustee may

designate from time to time by notice to the Issuer. The Issuer will give prompt written notice to the Trustee of the location, and any

change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Issuer 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, and the Issuer hereby appoints the Trustee as its agent to receive all

such presentations, surrenders, notices and demands.

The Issuer may also from time

to time designate co-registrars and one or more 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, however that no such designation or rescission shall in

any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes . The Issuer 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 Issuer hereby initially

designates the Trustee as Paying Agent, Note Registrar, Custodian and Exchange Agent and the Corporate Trust Office shall be considered

as one such office or agency of the Issuer for each of the aforesaid purposes.

So long as the Trustee is

the Note Registrar, the Trustee agrees, at the expense of the Issuer, to deliver, or cause to be delivered, the notices set forth in Section 7.08(f),

if applicable, in accordance with the procedures of the Depositary. If co-registrars have been appointed in accordance with this Section,

the Trustee shall mail such notices only to the Issuer and the Holders of Notes it can identify from its records.

Section 4.03. Appointments to Fill Vacancies in Trustee’s

Office.

The Issuer, whenever necessary

to avoid or fill a vacancy in the office of Trustee, will appoint, upon the terms and conditions and otherwise as provided in Section 7.08,

a Trustee, so that there shall at all times be a Trustee hereunder.

Section 4.04. Provisions as to Paying Agent.

(a) If the Issuer shall

appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer 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:

(1) that it will hold all sums held by it as such agent for the payment of the principal of or Interest on

the Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the

Holders of the Notes;

(2) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Notes)

to make any payment of the principal of or Interest on the Notes when the same shall be due and payable; and

(3) 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 Issuer shall, on or before

each due date of the principal of or Interest on the Notes, deposit with the Paying Agent a sum (in funds which are immediately available

on the due date for such payment) sufficient to pay such principal or Interest and (unless such Paying Agent is the Trustee) the Issuer

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 shall be received by the Paying Agent by no later than 11:00 a.m. New York City time, on such date.

(b) If the Issuer shall

act as its own Paying Agent, it will, on or before each due date of the principal of or Interest on the Notes, set aside, segregate and

hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal and Interest so becoming due and will

promptly notify the Trustee of any failure to take such action and of any failure by the Issuer (or any other obligor under the Notes)

to make any payment of the principal of or Interest on the Notes when the same shall become due and payable.

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

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

Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts herein contained and upon such

payment by the Issuer or any Paying Agent to the Trustee, the Issuer or such Paying Agent shall be released from all further liability

with respect to such sums.

(d) Anything in this

Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject

to Section 11.02.

The Trustee shall not be responsible

for, and shall have no liability for, the actions of any other Paying Agents (including the Issuer if acting as its own Paying Agent)

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

Section 4.05. Existence.

Subject to Article 10,

each of the Issuer and the General Partner will do or cause to be done all things necessary to preserve and keep in full force and effect

its existence and all material rights and material franchises; provided, however, that neither the Issuer nor the General

Partner shall be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof

is no longer desirable in the conduct of the business of the Issuer or the General Partner, as applicable.

Section 4.06. Rule 144A Information Requirement; Annual

Reports; Additional Interest.

(a) At any time that

the General Partner is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer shall, so long as any of the Notes

or any shares of the Common Stock issuable upon exchange 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 shall, upon written request, provide

to any Holder, beneficial owner or prospective purchaser of such Notes or shares of the Common Stock issuable upon exchange thereof, the

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

or shares of the Common Stock pursuant to Rule 144A under the Securities Act.

(b) The Issuer shall

file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of the quarterly and annual

reports and of the information, documents and other reports, if any, that the General Partner is required to file with the Commission

pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the

Exchange Act). Any such report, information or document that the General Partner files with the Commission through the Commission’s

EDGAR system (or any successor thereto) will be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at

the time of such filing through the EDGAR system (or such successor thereto). The Trustee shall have no liability or responsibility for

the filing, timeliness or content of such reports.

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

the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained

therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder

(as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall not be obligated to monitor

or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to any reports or other documents filed

with the Commission or website under this Indenture or participate in any conference calls.

(d) If, at any time during

the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, the

General Partner fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13

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

on Form 8-K), or the Notes or any shares of Common Stock issuable upon exchange of the Notes are not otherwise freely tradable pursuant

to Rule 144 by Holders other than the Issuer’s Affiliates or Holders that were the Issuer’s Affiliates at any time during

the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or

the Notes), the Issuer 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 during such period for which the General Partner’s failure

to file has occurred and is continuing or the Notes or any shares of Common Stock issuable upon exchange of the Notes are not otherwise

freely tradable as described above by Holders other than the Issuer’s Affiliates (or Holders that were the Issuer’s Affiliates

at any time during the three months immediately preceding). As used in this Section 4.06(d), documents or reports that the General

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

documents or reports that the General Partner furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

(e) If, and for so long

as, the Restricted Notes Legend on the Notes has not been removed, the Notes are assigned a restricted CUSIP number or the Notes or any

shares of Common Stock issuable upon exchange of the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other

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

preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 365th day after

the last date of original issuance of the Notes, the Issuer shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum

of the principal amount of Notes outstanding until the Restricted Notes Legend on the Notes has been removed in accordance with Section 2.05(c),

the Notes are assigned an unrestricted CUSIP number and the Notes and any shares of Common Stock issuable upon exchange of the Notes are

freely tradable as described above by Holders other than the Issuer’s Affiliates (or Holders that were the Issuer’s Affiliates

at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this

Indenture or the Notes. The Restricted Notes Legend on the Notes shall be deemed removed pursuant to the terms of this Indenture as provided

in Section 2.05(c), and, at such time, the Notes will, pursuant to, and subject to the provisions of, such Section, be deemed assigned

an unrestricted CUSIP number. However, for the avoidance of doubt, the Global Notes will continue to bear Additional Interest pursuant

to this paragraph until such time as they are identified by an unrestricted CUSIP number in the facilities of the Depositary therefor,

as a result of completion of such Depositary’s mandatory exchange process or otherwise.

(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) or Section 4.06(e) shall be in addition to, and not in lieu of,

any Additional Interest that may accrue at the Issuer’s election as the sole remedy relating to the failure to comply with the Issuer’s

reporting obligations pursuant to Section 6.09.

(h) If Additional Interest

is payable by the Issuer pursuant to Section 4.06(d) or Section 4.06(e), the Issuer shall deliver to the Trustee (copied

to the Paying Agent) an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable

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

Agent receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest

is payable. In the case of any Notes in definitive form, if the Issuer has paid Additional Interest directly to the Persons entitled to

it, the Issuer shall deliver to the Trustee and the Paying Agent an Officers’ Certificate setting forth the particulars of such

payment.

(i) Notwithstanding the

foregoing, the Issuer will not be required to pay Additional Interest with respect to any failure to remove the Restricted Notes Legend

or assign an unrestricted CUSIP number on the Notes or if the Notes and any shares of Common Stock issuable upon exchange of the Notes

are not freely tradable, for any date on which the following four conditions are satisfied: (1) the General Partner has filed a shelf

registration statement for the resale of the Notes and any shares of Common Stock issuable upon exchange of the Notes, as applicable,

(2) such shelf registration statement is effective and usable by Holders identified therein as selling security holders for the resale

of the Notes and any shares of Common Stock issued upon exchange of the Notes, as applicable, (3) the Holders may sell their Notes

and any shares of Common Stock issued upon exchange of the Notes, as applicable, under such shelf registration statement on terms customary

for the resale of convertible or exchangeable securities offered in reliance on Rule 144A and (4) the Notes and/or shares of

Common Stock sold pursuant to such shelf registration statement become freely tradable as a result of such sale.

Section 4.07. Stay, Extension and Usury Laws.

The Issuer and the General

Partner each covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner

whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter

in force, which may affect the covenants or the performance of this Indenture; and the Issuer and the General Partner each (to the extent

that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not 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.

The Issuer will deliver to

the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating whether or not, to the knowledge

of the signers thereof, a Default has occurred and is continuing in the performance and observance of any of the terms, provisions and

conditions under this Indenture (without regard to any period of grace or requirement of notice provided under the Indenture) and, if

so, specifying all such Defaults and what action the Issuer is taking or proposing to take with respect thereto. The Issuer will promptly

notify the Trustee if the Issuer changes its fiscal year end to a date other than December 31. For purposes of this Section 4.08,

such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

The Issuer will deliver to

the Trustee, as soon as possible, and in any event within 30 days after the Issuer becomes aware of the occurrence of any Default or Event

of Default, an Officers’ Certificate specifying with particularity such Defaults or Event of Defaults, as applicable, and what action

the Issuer has taken, is taking or proposes to take with respect thereto.

Any notice required to be

given under this Section 4.08 shall be delivered to a Responsible Officer of the Trustee at its Corporate Trust Office.

Section 4.09. Reservation of Shares, Shares to Be Fully

Paid; Compliance with Governmental Requirements.

The General Partner shall

provide, free from preemptive rights, out of its authorized but unissued shares, sufficient shares of Common Stock to provide for the

exchange of the Notes as required by this Indenture from time to time as such Notes are presented for exchange.

The General Partner covenants

that all shares of Common Stock which may be issued upon exchange of Notes will upon issue be fully paid and non-assessable by the General

Partner and free from all taxes, liens and charges with respect to the issue thereof.

The General Partner covenants

that, if any shares of Common Stock to be provided for the purpose of exchange of Notes hereunder require registration with or approval

of any governmental authority under any federal or state law before such shares may be validly issued upon exchange, the General Partner

shall, as expeditiously as possible secure such registration or approval, as the case may be.

The General Partner further

covenants that, if at any time the Common Stock shall be listed on the NYSE or any other national or regional securities exchange or automated

quotation system, the General Partner will, if permitted by the rules of such exchange or automated quotation system, list and keep

listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all the Common Stock issuable upon

exchange of the Notes; provided that if the rules of such exchange or automated quotation system permit the General Partner

to defer the listing of such the Common Stock until the first exchange of the Notes in accordance with the provisions of this Indenture,

the General Partner covenants to list such Common Stock issuable upon exchange of the Notes in accordance with the requirements of such

exchange or automated quotation system at such time.

ARTICLE 5

LIST OF HOLDERS AND REPORTS BY

THE ISSUER AND THE TRUSTEE

Section 5.01. List of Holders.

The Issuer covenants and agrees

that it will furnish or cause to be furnished to the Trustee, semiannually, not more than 15 days after each June 1 and December 1

in each year beginning with December 1, 2026, and at such other times as the Trustee may request in writing, within 30 days after

receipt by the Issuer of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide

any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the

Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices)

prior to the time such information is furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar.

Section 5.02. Preservation and Disclosure of Lists.

The Trustee shall preserve,

in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders contained in the most

recent list furnished to it as provided in Section 5.01 or maintained by the Trustee in its capacity as Note Registrar, if so acting.

The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.

ARTICLE 6

EVENTS OF DEFAULT; REMEDIES

Section 6.01. Events of Default.

(a) Events of Default.

In case any one or more of the following (each, an “Event of Default”) (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) shall have occurred and be continuing:

(1) default in the payment of any interest upon any Note when it becomes due and payable, and continuance

of such default for a period of 90 days;

(2) default in the payment of the principal of any Note (including the Fundamental Change Repurchase Price)

when due and payable on the Maturity Date, upon required repurchase, upon declaration of acceleration or otherwise;

(3) failure by the Issuer or the General Partner to comply with the obligation to exchange the Notes for cash,

shares of Common Stock or a combination of cash and shares of Common Stock, as the case may be, in accordance with this Indenture upon

exercise of a Holder’s exchange right, which failure continues for five Business Days;

(4) failure by the Issuer to comply with its obligations under Article 10;

(5) failure by the Issuer to issue a Fundamental Change Issuer Notice in accordance with Section 3.01(c) when

due;

(6) failure by the Issuer or the General Partner for 90 days after written notice from the Trustee or the

Holders of at least 25% in aggregate principal amount of the Notes then outstanding (a copy of which notice, if given by Holders, must

also be given to the Trustee) has been received by the Issuer or the General Partner to comply with any of their other respective agreements

contained in the Notes or this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere

in this section specifically provided for or which does not apply to the Notes), which notice shall state that it is a “Notice

of Default” under this Indenture;

(7) default by the Issuer, the General Partner or any of their respective Subsidiaries following the failure

to pay beyond any applicable grace period, or resulting in the acceleration of, indebtedness of the Issuer, the General Partner or any

of their respective Subsidiaries where the aggregate principal amount with respect to which the default has occurred is greater than $50 million

(or its foreign currency equivalent at such time), which indebtedness is not discharged, or such default in payment or acceleration is

not cured or rescinded, within 30 days after written notice to the Issuer from the Trustee (or the Trustee and the Issuer from Holders

of at least 25% in principal amount of the Notes then outstanding);

(8) a final judgment or judgments for the payment of $50 million (or its foreign currency equivalent) or more

(excluding any amounts covered by insurance) in the aggregate rendered against the Issuer, the General Partner or any of their respective

Subsidiaries, which judgment is not discharged, bonded, paid, waived or stayed within 60 days after (x) the date on which the right

to appeal thereof has expired if no such appeal has commenced, or (y) the date on which all rights to appeal have been extinguished;

(9) except as otherwise permitted by this Indenture, the Guarantee with respect to the Notes by the General

Partner ceases to be in full force and effect, or is declared null and void in a judicial proceeding, or the General Partner denies or

disaffirms in writing its obligations under this Indenture;

(10) the Issuer, the General Partner or any Significant Subsidiary shall commence a voluntary case or other

proceeding seeking liquidation, reorganization or other relief with respect to the Issuer, the General Partner or any such Significant

Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of

a trustee, receiver, liquidator, custodian or other similar official of the Issuer, the General Partner or any such Significant Subsidiary

or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such

official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors,

or shall fail generally to pay its debts as they become due; or

(11) an involuntary case or other proceeding shall be commenced against the Issuer, the General Partner, or

any Significant Subsidiary seeking liquidation, reorganization or other relief with respect to the Issuer, the General Partner or such

Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment

of a trustee, receiver, liquidator, custodian or other similar official of the Issuer, the General Partner or such Significant Subsidiary

or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period

of 30 consecutive days.

(b) 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(a)(10) or

Section 6.01(a)(11) with respect to the Issuer, the General Partner or any Significant Subsidiary), 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, by notice in writing to the Issuer (and to the Trustee if given by Holders), may declare 100% of the principal

of, and accrued and unpaid interest, if any, on, all then outstanding 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(a)(10) or Section 6.01(a)(11) with respect

to the Issuer, the General Partner or any Significant Subsidiary occurs and is continuing, 100% of the principal of, and accrued and unpaid

interest, if any, on, all then outstanding Notes shall become and shall automatically be immediately due and payable.

majority in aggregate principal amount of the Notes then outstanding on behalf of the Holders of all of the Notes then outstanding, by

written notice to the Issuer and to the Trustee, may waive (including, by way of consents obtained in connection with a repurchase of,

or tender or exchange offer for, the Notes) all past Defaults or Events of Default (except with respect to nonpayment of principal or

Interest, the failure to deliver the consideration due upon exchange or any other provision that requires the consent of each affected

Holder to amend) and rescind any acceleration with respect to the Notes and its consequences, subject in all respects to Section 6.07,

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

Events of Default, other than the nonpayment of the principal of and Interest on the Notes that have become due solely by such declaration

of acceleration, have been cured or waived.

(b) 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 such waiver or rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in

every such case the Issuer, the Holders of Notes, and the Trustee shall be restored respectively to their several positions and rights

hereunder, and all rights, remedies and powers of the Issuer, the Holders of Notes, and the Trustee shall continue as though no such proceeding

had been taken. Notwithstanding the foregoing, the Trustee shall retain all rights under this Indenture to be indemnified for expenses

incurred related to such proceeding.

Section 6.02. Payments of Notes on Default; Suit Therefor.

The Issuer covenants that

in the case of an Event of Default pursuant to Section 6.01(a)(1) or 6.01(a)(2), upon demand of the Trustee, the Issuer will

pay to the Trustee, for the benefit of the Holders of the Notes, (i) the whole amount that then shall be due and payable on all such

Notes for principal or Interest, as the case may be, with Interest upon the overdue principal and (to the extent that payment of such

Interest is enforceable under applicable law) upon the overdue installments of accrued and unpaid Interest at the rate borne by the Notes

from the required payment date and, (ii) in addition thereto, any amounts due the Trustee under this Indenture, including, but not

limited to, Section 7.06. Until such demand by the Trustee, the Issuer may pay the principal of and Interest on the Notes to the

registered Holders, whether or not the Notes are overdue.

In case the Issuer shall fail

forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and

empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute

any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any

other obligor on the Notes and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Notes

wherever situated the monies adjudged or decreed to be payable.

In case of the pendency of

any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding

relative to the General Partner, the Issuer or any other obligor upon the Notes or the property of the General Partner, the Issuer or

of such other obligor or their creditors, 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 on the Issuer for

the payment of overdue principal (including the repurchase price upon repurchase pursuant to Article 3)) shall be entitled and empowered,

by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal (including the repurchase

price upon repurchase pursuant to Article 3) and Interest owing and unpaid in respect of the Notes and to file such other papers

or documents as may be 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 of Notes allowed in such judicial proceeding,

and (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is

hereby authorized by each Holder of Notes to make such payments to the Trustee, and in the event that the Trustee shall consent to the

making of such payments directly to the Holders of Notes, to pay to the Trustee any amount due to it for the reasonable compensation,

expenses, disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the

Trustee or any predecessor Trustee under Section 7.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize

or consent to or accept or adopt on behalf of any Holder of a Note any plan of reorganization, arrangement, adjustment or composition

affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of

Notes in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders of Notes, vote for the election

of a trustee in bankruptcy or similar official and may be a member of the creditors’ committee.

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.

Section 6.03. Application of Monies Collected by Trustee.

Any monies collected by the

Trustee pursuant to this Article 6 with respect to the Notes shall be applied, in the following order, at the date or dates fixed

by the Trustee for the distribution of such monies, upon presentation of the several Notes, and stamping thereon the payment, if only

partially paid, and upon surrender thereof, if fully paid:

First, to

the payment of all amounts due the Trustee, including its agents and counsel, under ‎Section 7.06;

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

exchange of, the Notes in default in the order of the date due of the payments of such interest and cash due upon exchange, 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 Fundamental Change Repurchase Price and any cash due upon exchange) 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 Fundamental Change Repurchase Price and any cash due upon exchange) 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 Fundamental Change Repurchase

Price and any cash due upon exchange) and accrued and unpaid interest; and

Fourth, to

the payment of the remainder, if any, to the Issuer.

Section 6.04. Proceedings by Noteholders.

Except to enforce the right

to receive payment of principal (including, if applicable, the Fundamental Change Repurchase Price) or interest when due, or the right

to receive payment or delivery of the consideration due upon exchange, 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:

(1) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the

continuance thereof, as herein provided;

(2) 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;

(3) such Holders shall have offered, and if requested, provided to the Trustee such indemnity and/or security

satisfactory to the Trustee against any losses, liabilities or expense to be incurred therein or thereby (including fees of the Trustee’s

legal counsel);

(4) the Trustee shall not have complied with such request within 60 days after its receipt of such written

notice, request and the offer of such security and/or indemnity; and

(5) the Holders of a majority of the aggregate principal amount of the Notes then outstanding shall not have

given the Trustee a written direction in accordance with Section 6.07 that, in the opinion of the Trustee, is inconsistent with such

request within such 60-day period.

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). For the protection and enforcement of this ‎Section 6.04, 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, which is absolute and unconditional, to receive

payment or delivery, as the case may be, of (x) the principal (including the Fundamental Change Repurchase Price, if applicable)

of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon exchange of, such Note, on or after the

respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such

payment or delivery, as the case may be, and such rights shall not be impaired without the consent of such Holder.

Anything contained in this

Indenture or the Notes to the contrary notwithstanding, the Holder of any Note, without the consent of either the Trustee or the Holder

of any other Note, in its own behalf and for its own benefit, may enforce, and may institute and maintain any proceeding suitable to enforce,

its rights of exchange as provided herein.

Section 6.05. Proceedings by Trustee.

If an Event of Default occurs

and is continuing, the Trustee may in its sole discretion proceed to protect and enforce its rights and the rights of the Holders of Notes

by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for

the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce

any other proper remedy.

Section 6.06. Remedies Cumulative and Continuing.

All powers and remedies given

by this Article 6 to the Trustee or to the Noteholders 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 occurring and

continuing as aforesaid 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 6.04, every power and remedy given by this Article 6

or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee

or by the Noteholders.

Section 6.07. Direction of Proceedings and Waiver of Defaults

by Majority of Noteholders.

The Holders of not less than

a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place

of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided

that (a) such Holders shall have offered to the Trustee such security and/or indemnity satisfactory to the Trustee against any losses,

liabilities or expenses to be incurred therein or thereby (including fees of the Trustee’s legal counsel) (b) such direction

shall not be in conflict with any rule of law or with this Indenture, (c) the Trustee may take any other action deemed proper

by the Trustee which is not inconsistent with such direction, and (d) the Trustee need not take any action which might involve it

in personal liability, subject it to reputational harm, or be unduly prejudicial to the Holders of Notes not joining therein, it being

understood that (subject to Section 7.02) the Trustee shall have no duty to ascertain whether or not such actions or forbearance

are unduly prejudicial to such Holders.

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 hereunder and its consequences except (i) a default in the payment of the principal of or Interest on

the Notes, (ii) a failure by the Issuer to exchange any Notes as required by this Indenture, (iii) a default in the payment

of the repurchase price on the Fundamental Change Repurchase Date pursuant to Article 3 or (iv) a default in respect of a covenant

or provisions hereof, which under Article 9 cannot be modified or amended without the consent of the Holders of all Notes then outstanding

or each Note affected thereby.

Upon any such waiver, such

Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this

Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Section 6.08. 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 6.08 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any

suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than ten percent in principal amount of the

Notes at the time outstanding determined in accordance with Section 8.04, or to any suit instituted by any Noteholder for the enforcement

of the payment of the principal of (including the repurchase price upon repurchase pursuant to Article 3), or Interest on any Note

on or after the due date expressed in such Note or to any suit for the enforcement of the right to exchange any Note in accordance with

the provisions of Article 13.

Section 6.09. Additional Interest.

Notwithstanding anything in

this Indenture or in the Notes to the contrary, to the extent the Issuer elects, the sole remedy for an Event of Default relating to the

Issuer’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 180 days after the

occurrence of such an Event of Default, consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to

0.50% per annum of the principal amount of the Notes outstanding for each day during the 180-day period beginning on, and including, the

day on which such Event of Default occurs and during which such event is continuing (and neither waived nor cured). Additional Interest

payable pursuant to this Section 6.09 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(d) or

Section 4.06(e). If the Issuer so elects, such Additional Interest shall be payable in the same manner and on the same dates as the

stated interest payable on the Notes. On the 181st day after such Event of Default (if the Event of Default relating to reporting obligations

is not cured or waived prior to such 181st day), the Notes shall be immediately subject to acceleration as provided in Section 6.01.

The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any other Event of Default.

In the event the Issuer does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.09

or the Issuer 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 6.01.

In order to elect to pay Additional

Interest as the sole remedy during the first 180 days after the occurrence of any Event of Default described in the immediately preceding

paragraph, the Issuer must notify all Holders of the Notes of such election, and must deliver to the Trustee and the Paying Agent an Officers’

Certificate (consistent with ‎Section 4.06(h)) prior to the beginning of such 180-day period. Upon the failure to timely give

such notice, the Notes shall be immediately subject to acceleration as provided in ‎Section 6.01.

ARTICLE 7

THE TRUSTEE

Section 7.01. Notice of Defaults.

Within ninety (90) calendar

days after a Responsible Officer of the Trustee has knowledge of the occurrence of any Default hereunder, the Trustee shall transmit a

notice of such Default to the Holders of Notes in accordance with the procedures of the Depositary, unless such Default shall have been

cured or waived pursuant to the terms of Section 6.07 hereof; provided, however, that, except in the case of a default in

the payment of the principal of (including the Fundamental Change Repurchase Price, if applicable) or Interest on any Note or in the delivery

of the consideration due upon exchange, the Trustee may withhold and 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 of the Notes; provided further

that, the Trustee shall not be deemed to have knowledge of Default or Event of Default unless it shall have received written notice

of such Default or Event of Default in accordance with Section 7.02(11) herein.

Section 7.02. Certain Rights of Trustee.

Except as otherwise provided

in Section 7.12:

(1) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon

any resolution, Officers’ Certificate, certificate, statement, instrument, Opinion of Counsel, opinion, report, notice, request,

direction, consent, order, bond, debenture, note, coupon or other paper or document believed by it to be genuine and to have been signed

or presented by the proper party or parties. If presented with a non-conforming certification or opinion, the Trustee may request the

delivering party to re-issue the certificate or opinion in the manner required by this Indenture before taking any action;

(2) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request

or Issuer Order (other than delivery of any Note to the Trustee for authentication and delivery pursuant to Sections 2.01 and 2.04 which

shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced to the

Trustee by a copy of a Board Resolution certified by the Secretary or Assistant Secretary of the General Partner;

(3) the Trustee may consult with counsel, investment bankers, accountants, or other professionals of its selection,

and the written advice of such counsel, investment bankers, accountants, or other professionals or any Opinion of Counsel shall be full

and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and

in reliance thereon;

(4) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this

Indenture at the request or direction of any of the Holders of Notes pursuant to this Indenture, unless such Holders shall have offered

to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by

it in compliance with such request or direction, provided, however, that the Trustee shall be under no obligation to take any action it

believes to be unlawful, contrary to the terms of this Indenture, or that could subject the Trustee to reputational harm;

(5) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,

certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon 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, either

personally or by agent or attorney, the book, records and premises of the Issuer relevant to the facts or matters that are the subject

of its inquiry, and the Trustee shall incur no liability of any kind by reason of such inquiry or investigation. Holders of not less than

a majority in aggregate principal amount of the outstanding Notes may request the Trustee, in its discretion, to undertake such further

inquiry or investigation, provided that payment of the costs, expenses, or liabilities likely to be incurred in the making of such

further inquiry or investigation within a reasonable time shall be reasonably assured to the Trustee by the security afforded to it by

the terms of this Indenture. The Trustee may require indemnity satisfactory to it against such expenses or liabilities as a condition

to proceeding with such further inquiry or investigation, and the reasonable expenses of every such examination shall be paid by the Holders

or, if paid by the Trustee, shall be repaid by the Holders upon demand;

(6) the Trustee may execute any of its trusts or powers hereunder or perform any duties reserved to it hereunder,

either directly or by or through one or more agents, affiliates, custodians, nominees, or attorneys, and the Trustee shall not be responsible

or have any liability for any misconduct or negligence on the part of any agent, affiliates, custodians, nominees, or attorney by it hereunder

appointed with due care;

(7) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably

believed by it to be authorized or within the discretion conferred upon it by this Indenture;

(8) 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 (to the extent that a Responsible Officer of the Trustee does not have actual knowledge

of the existence of such event or fact ) may conclusively rely on its failure to receive such notice as reason to act as if no such event

occurred;

(9) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers

and duties hereunder;

(10) the permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed

as duties;

(11) the Trustee shall not be deemed to have knowledge or notice of the occurrence of any Default or Event

of Default with respect to the Notes, unless a Responsible Officer of the Trustee shall have received written notice from the Issuer or

a Holder describing such Default or Event of Default, and stating that such notice is a “Notice of Default” under this

Indenture;

(12) the Trustee may request that the Issuer 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; and

(13) the Trustee may apply to the Issuer (or, in a Default or Event of Default, to the Holders of a majority

in principal amount of the outstanding Notes) for written instructions, and any such application (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 Notes under the Indenture) may, at

the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the

date on or after which such action shall be taken or such omission may be effected. In the absence of gross negligence or willful misconduct

on the part of the Trustee, the Trustee shall not be liable to the Issuer or any Holder 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 (3) Business Days after the date on which any officer that the Issuer has designated to the Trustee as the recipient

of such application actually receives such application, unless such officer shall have consented in writing to any earlier date), unless,

prior to taking any action (or the effective date in the case of any omission), the Trustee shall have received written instructions from

the Issuer or such Holders in accordance with this Indenture in response to such application specifying the action to be taken or omitted.

In no event shall the Trustee

be liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited

to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action,

other than any such loss or damage caused by the Trustee’s gross negligence or willful misconduct.

The Trustee shall not be required

to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the

exercise of any of its rights or powers, if it shall have grounds for believing that repayment of such funds or adequate indemnity against

such risk or liability is not reasonably assured to it. The Trustee undertakes to perform only such duties as are specifically set forth

in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. 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, affiliate, custodian and other Person employed

by the Trustee in its various capacities to act hereunder.

Section 7.03. Not Responsible for Recitals or Issuance of

Notes.

The recitals contained herein

and in the Notes, except the Trustee’s certificate of authentication, shall be taken as the statements of the Issuer, and neither

the Trustee nor any authenticating agent assumes any responsibility for their correctness. The Trustee makes no representations as to

the validity or sufficiency of this Indenture or of the Notes except that the Trustee represents that it is duly authorized to execute

and deliver this Indenture, authenticate the Notes and perform its obligations hereunder. Neither the Trustee nor any authenticating agent

shall be accountable for the use or application by the Issuer of Notes or the proceeds thereof.

Section 7.04. May Hold Notes and Common Stock.

The Trustee, any Paying Agent,

Exchange Agent, Note Registrar, authenticating agent or any other agent of the Issuer, in its individual or any other capacity, may become

the owner or pledgee of Notes or Common Stock and may otherwise deal with the Issuer and the General Partner with the same rights it would

have if it were not Trustee, Paying Agent, Exchange Agent, Note Registrar, Custodian, authenticating agent or such other agent.

Section 7.05. Money Held in Trust.

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 not be liable for interest

on any money received by it hereunder except as otherwise agreed with the Issuer.

Section 7.06. Compensation and Reimbursement.

The Issuer agrees:

(1) to pay to the Trustee from time to time, and the Trustee shall be entitled to, compensation for all services

rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of

an express trust);

(2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee

upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this

Indenture and as otherwise agreed in writing by the Issuer and the Trustee (including the compensation, expenses and disbursements of

its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct;

and

(3) to indemnify each of the Trustee and any predecessor Trustee and their respective officers, directors,

employees and agents (each, an “Indemnified Person”) for, and to hold each such Indemnified Person harmless against,

any loss, liability or expense (whether asserted by any Holder, the Issuer, or any third-party) incurred without gross negligence or willful

misconduct on the part of such Indemnified Person, arising out of or in connection with the acceptance or administration of the trust

or trusts hereunder, including the costs and expenses of defending itself against or investigating any claim or liability in connection

with the exercise or performance of any of its powers or duties hereunder, and the costs and expenses of enforcing the terms of this Indenture

(including the indemnification provided hereunder).

When the Trustee incurs expenses

or renders services in connection with an Event of Default specified in Sections 6.01(a)(10) or 6.01(a)(11), the Trustee’s

expenses (including the charges and expenses of its counsel) and compensation for its services are intended to constitute expenses of

administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

The obligations of the Issuer

under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements, and

advances shall be secured by a senior lien to which the Notes are hereby made subordinate on all property and funds held or collected

by the Trustee, except, subject to the effect of Section 6.03, funds held in trust for the benefit of Holders of Notes. The obligations

of the Issuer under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Issuer. The provisions

of this Section 7.06 shall survive the discharge or termination of this Indenture and the earlier resignation or removal of the Trustee,

and the indemnification provided in this Section 7.06 shall extend to the affiliates, officers, directors, agents and employees of

the Trustee.

Section 7.07. Corporate Trustee Required; Eligibility; Conflicting

Interests.

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) with a combined capital and surplus of at least the minimum amount required by the Trust Indenture Act. If such Person publishes

reports of condition at least annually, pursuant to law or the requirements of Federal, state, territorial or District of Columbia 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. Neither the Issuer nor any Person directly or indirectly controlling, controlled by, or under common control

with the Issuer shall serve as Trustee.

Section 7.08. Resignation and Removal; Appointment of Successor.

(a) No resignation or

removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance

of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.09.

(b) The Trustee may resign

at any time by giving written notice thereof to the Issuer and the Holders of Notes. Upon receiving such notice of resignation, the Issuer

shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the

resigning Trustee and one copy to the successor trustee. If an instrument of acceptance by a successor Trustee shall not have been delivered

to the resigning Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of

competent jurisdiction for the appointment of a successor trustee at the sole cost of the Issuer. Such court may thereupon, after such

notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

removed at any time by action of the Holders of a majority in principal amount of the outstanding Notes delivered to the Trustee and to

the Issuer.

(d) If at any time:

(1) the Trustee shall cease to be eligible under Section 7.07 of this Indenture and shall fail to resign

after written request therefor by the Issuer or Holders of Notes in the manner required by Section 7.08(c); or

(2) 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, (A) the Issuer by or

pursuant to a Board Resolution may remove the Trustee and appoint a successor Trustee by written instrument, in duplicate, one copy of

which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee, or (B) any Holder of a Note who

has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any

court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee or Trustees. Such court may

thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(e) If the Trustee shall

resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, by or

pursuant to a Board Resolution, shall promptly appoint a successor Trustee or trustees. If, within one year after such resignation, removal

or incapability, or the occurrence of such vacancy, a different successor Trustee shall be appointed by action of the Holders of a majority

in principal amount of the outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee appointed by the

Holders of Notes shall, forthwith upon its acceptance of such appointment, become the successor trustee and to that extent supersede the

successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders of Notes

and accepted appointment in the manner hereinafter provided, any Holder of a Note who has been a bona fide Holder of a Note for at least

six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment

of a successor Trustee.

(f) The Issuer shall

give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by delivering or causing to

be delivered such notice to the Holders of Notes as they appear on the Note Register. Each notice shall include the name of the successor

Trustee and the address of its Corporate Trust Office.

Section 7.09. Acceptance of Appointment By Successor Trustee.

(a) In case of the appointment

hereunder of a successor Trustee, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Issuer and to

the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall

become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers,

trusts and duties of the retiring Trustee; but, on request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment

of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring

Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder,

subject nevertheless to its claim, if any, provided for in Section 7.06.

(b) In case of the appointment

hereunder of a successor Trustee, the Issuer, the retiring Trustee and each successor Trustee shall execute and deliver an indenture supplemental

hereto, pursuant to Article Ten hereof, wherein each successor Trustee shall accept such appointment and which (i) shall contain

such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights,

powers, trusts and duties of the retiring Trustee to which the appointment of such successor Trustee relates, (ii) if the retiring

Trustee is not retiring all Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,

powers, trusts and duties of the retiring Trustee as to which the retiring Trustee is not retiring shall continue to be vested in the

retiring Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or

facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental

indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts

hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery

of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein

and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts

and duties of the retiring Trustee to which the appointment of such successor Trustee relates; but, on request of the Issuer or any successor

Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring

Trustee hereunder to which the appointment of such successor Trustee relates.

such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such

successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 7.09, as the case

may be.

(d) No successor Trustee

shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article 7.

Section 7.10. Merger, Conversion, Consolidation or Succession

to Business.

Any legal entity into which

the Trustee may be merged or converted or with which it may be consolidated, or any legal entity resulting from any merger, conversion

or consolidation to which the Trustee shall be a party, or any legal entity succeeding to all or substantially all of the trust business

of the Trustee, shall be the successor of the Trustee hereunder, provided such legal entity shall be otherwise qualified and eligible

under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case

any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation

to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor

Trustee had itself authenticated such Notes. In case any Notes shall not have been authenticated by such predecessor Trustee, any such

successor Trustee may authenticate and deliver such Notes, in either its own name or that of its predecessor Trustee, with the full force

and effect which this Indenture provides for the certificate of authentication of the Trustee.

Section 7.11. Appointment of Authenticating Agent.

At any time when any of the

Notes remain outstanding, the Trustee may appoint an authenticating agent or agents which shall be authorized to act on behalf of the

Trustee to authenticate Notes issued upon exchange, registration of transfer or partial repayment thereof, and Notes so authenticated

shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee

hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy

of which instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and

delivery of Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication

and delivery on behalf of the Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Trustee

by an authenticating agent. Each authenticating agent shall be acceptable to the Issuer and shall at all times be a bank or trust company

or other legal entity organized and doing business and in good standing under the laws of the United States of America or of any state

or the District of Columbia, authorized under such laws to act as authenticating agent which Person shall be eligible to serve as Trustee

pursuant to the Trust Indenture Act with a combined capital and surplus of at least the amount required under the Trust Indenture Act,

and subject to supervision or examination by Federal or state authorities. If such authenticating agent publishes reports of condition

at least annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this

Section 7.11, the combined capital and surplus of such authenticating agent shall be deemed to be its combined capital and surplus

as set forth in its most recent report of condition so published. In case at any time an authenticating agent shall cease to be eligible

in accordance with the provisions of this Section 7.11, such authenticating agent shall resign immediately in the manner and with

the effect specified in this Section 7.11.

Any legal entity into which

an authenticating agent may be merged or converted or with which it may be consolidated, or any legal entity resulting from any merger,

conversion or consolidation to which such authenticating agent shall be a party, or any legal entity succeeding to the agency or trust

business of an authenticating agent, shall continue to be an authenticating agent, provided such legal entity shall be otherwise

eligible under this Section, without the execution or filing of any paper or further act on the part of the Trustee or the authenticating

agent.

An authenticating agent may

at any time resign by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the

agency of an authenticating agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving

such a notice of resignation or upon such a termination, or in case at any time such authenticating agent shall cease to be eligible in

accordance with the provisions of this Section 7.11, the Trustee may appoint a successor authenticating agent which shall be acceptable

to the Issuer and shall give notice of such appointment to all Holders of Notes by delivering or causing to be delivered such notice to

the Holders of Notes as they appear on the Note Register. Any successor authenticating agent upon acceptance of its appointment hereunder

shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an

authenticating agent herein. No successor authenticating agent shall be appointed unless eligible under the provisions of this Section.

The Issuer agrees to pay to

each authenticating agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services

under this Section.

If an appointment is made

pursuant to this Section 7.11, the Notes may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate

of authentication, an alternate certificate of authentication substantially in the following form:

This is one of the Notes designated

therein referred to in the within-mentioned Indenture.

ARGENT INSTITUTIONAL TRUST COMPANY,

as Trustee

By:

as Authenticating Agent

By:

Authorized Signatory

Dated: _____________

Section 7.12. Certain Duties and Responsibilities of the

Trustee.

(a) With respect to the

Notes, except during the continuance of an Event of Default with respect to the Notes:

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this

Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions

therein upon 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 which by any provision 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 shall not

be under any duty to verify the contents or accuracy thereof.

(b) In case an Event

of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and

use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct

of such person’s own affairs.

Indenture shall be construed to relieve the Trustee from liability for its own gross negligence or willful misconduct, except that:

(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer,

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

(3) 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 written direction of the Holders of a majority in principal amount of the outstanding Notes relating to the

time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred

upon the Trustee, under this Indenture; and

(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise

incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if

it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not

reasonably assured to it.

(d) Whether or not therein

expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection

to the Trustee shall be subject to the provisions of this Section 7.12.

ARTICLE 8

THE NOTEHOLDERS

Section 8.01. Action by Noteholders.

Whenever in this Indenture

it is provided that the Holders of a specified percentage in 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 Noteholders in person or by agent or proxy appointed in writing, or (b) by

the record of the Holders of Notes voting in favor thereof at any meeting of Noteholders, or (c) by a combination of such instrument

or instruments and any such record of such a meeting of Noteholders. Whenever the Issuer or the Trustee solicits the taking of any action

by the Holders of the Notes, the Issuer or the Trustee may fix in advance of such solicitation a date as the record date for determining

Holders entitled to take such action. Such record date shall be the record date specified in or pursuant to such Board Resolution, which

shall be a date not earlier than the date 30 days prior to the first solicitation of Noteholders generally in connection therewith and

not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction,

notice, consent, waiver or other act may be given before or after such record date, but only the Noteholders of record at the Close of

Business on such record date shall be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion

of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver

or other act, and for that purpose the outstanding Notes shall be computed as of such record date; provided that no such authorization,

agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the

provisions of this Indenture not later than eleven months after the record date.

Section 8.02. Proof of Execution by Noteholders.

Subject to the provisions

of Sections 7.02 and 7.12, proof of the execution of any instrument by a Noteholder 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 registry of such Notes or by a certificate of the Note Registrar.

Section 8.03. Absolute Owners.

The Issuer, the Trustee, any

Paying Agent, any Exchange Agent and any Note Registrar may deem the Person in whose name such Note shall be registered upon the Note

Register to be, and may treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any

notation of ownership or other writing thereon made by any Person other than the Issuer or any Note Registrar) for the purpose of receiving

payment of or on account of the principal of (including the repurchase price upon repurchase pursuant to Article 3) and Interest

on such Note, for exchange of such Note and for all other purposes; and neither the Issuer nor the Trustee nor any Paying Agent nor any

exchange agent nor any Note Registrar shall be affected by any notice to the contrary. All such payments so made to any Holder for the

time being, or upon its order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability

for monies payable upon any such Note.

Section 8.04. Issuer-Owned Notes Disregarded.

In determining whether the

Holders of the requisite aggregate principal amount of Notes have given any request, demand, authorization, direction, notice, consent

or waiver under this Indenture or whether a quorum is present at a meeting of Noteholders, Notes which are owned by the Issuer or any

other obligor upon the Notes or any Affiliate of the Issuer or any other obligor on the Notes, as such ownership shall be reflected on

the Note Register, shall be disregarded and deemed not to be outstanding for the purpose of any such determination. Notes so owned which

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 vote such Notes and that the pledgee is not the Issuer, any other obligor

on the Notes or any Affiliate of the Issuer or any such other obligor. 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 Issuer shall furnish

to the Trustee promptly an Officers’ Certificate listing and identifying all Notes, if any, known by the Issuer to be owned or held

by or for the account of any of the above described Persons, and, subject to Section 7.12, the Trustee shall be entitled to accept

such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all 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

in aggregate principal amount of the Notes specified in this Indenture in connection with such action, any Holder of a Note which 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, irrespective of whether any notation

in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor.

ARTICLE 9

SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent of

Noteholders.

Without the consent of any

Holder, the Issuer (when authorized by a Board Resolution) and the Trustee, at any time and from time to time, may enter into an indenture

or indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to conform the terms of this Indenture or the Notes to the description thereof in the Offering Memorandum;

(2) to evidence the succession by a successor entity to the Issuer as obligor or the General Partner or any

Subsidiary Guarantor, if any, as guarantor and to provide for the assumption by a successor entity of the Issuer’s obligations under

this Indenture;

(3) to add Guarantees with respect to the Notes;

(4) to release a Subsidiary Guarantor, if any, from its obligations under its Guarantee or this Indenture

in accordance with the applicable provisions of this Indenture;

(5) to secure the Notes;

(6) to issue additional Notes pursuant to Section 2.01;

(7) to add to the Issuer’s covenants or events of default such further covenants, events of default,

restrictions or conditions for the benefit of the Holders (or any other holders), or to otherwise make changes that would provide additional

rights to the Holders, or to surrender any right or power conferred upon the Issuer;

(8) to cure any ambiguity, defect or inconsistency in this Indenture or the Notes, or to make any other change

that does not adversely affect the legal rights of any Holder in any material respect as evidenced by an Officers’ Certificate;

(9) to increase the Exchange Rate as provided in this Indenture;

(10) to provide for a successor Trustee;

(11) to comply with the applicable procedures of the Depositary;

(12) in connection with any transaction described under Article 13, provide that the Notes are exchangeable

for Reference Property, subject to the provisions described under Section 13.07 and make certain related changes to the terms of

the Notes to the extent expressly required by this Indenture;

(13) to comply with any requirement of the Commission in connection with the qualification of this Indenture

under the Trust Indenture Act; or

(14) to irrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Issuer’s

right to elect a Settlement Method; provided, however, that no such election or elimination will affect any Settlement Method

theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 13.03(e) hereof.

Upon the written request of

the Issuer, accompanied by an Officers’ Certificate and Opinion of Counsel each stating that such amendment is authorized or permitted

by the Indenture and is legally valid, binding and enforceable against the Issuer and the Guarantors and a copy of the resolutions of

the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental

indenture, the Trustee is hereby authorized to join with the Issuer and the General Partner in the execution of any such supplemental

indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer

and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental

indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture

authorized by the provisions of this Section 9.01 may be executed by the Issuer 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 9.02.

Section 9.02. Supplemental Indenture With Consent of Noteholders.

With the consent (evidenced

as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes affected

by such supplemental indenture, including without limitation consents obtained in connection with a purchase of, or tender or exchange

offer for, Notes, the Issuer, when authorized by a Board Resolutions, and the Trustee may enter into an indenture or indentures supplemental

hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or

of modifying in any manner the rights of the Holders under this Indenture; provided, however, that no such supplemental indenture

shall, without the consent of the Holder of each outstanding Note affected thereby:

(1) reduce the percentage in aggregate principal amount of Notes whose Holders must consent to an amendment,

supplement or waiver;

(2) reduce the rate of interest on any Note or change the time for payment of interest on any Note;

(3) reduce the principal of any Note or extend the Maturity Date of any Note;

(4) change the place or currency of payment on any Note;

(5) make any change that impairs or adversely affects the exchange rights of any Notes;

(6) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to

the rights of the Holders of the Notes the Issuer’s obligation to pay the Fundamental Change Repurchase Price, whether through an

amendment or waiver of provisions in the covenants, definitions related thereto or otherwise;

(7) impair the right of any Holder of Notes to receive payment of principal of, and interest, if any, on,

its Notes, or the right to receive the consideration due upon exchange of its Notes on or after the due dates therefore or to institute

suit for the enforcement of any such payment or delivery, as the case may be, with respect to such Holder’s Notes;

(8) modify the ranking provisions of this Indenture in a manner that is adverse to the rights of the Holders

of the Notes; or

(9) make any change to the provisions of this Article 9 that requires each Holder’s consent or

in the waiver provisions if such change is adverse to the rights of Holders of the Notes.

It shall not be necessary

for any act or consent of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture,

but it shall be sufficient if such act or consent shall approve the substance thereof. The Issuer may, but shall not be obligated to,

fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date

is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such

supplemental indenture, whether or not such Holders remain Holders after such record date; provided that, unless such

consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after

such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no

further effect.

Upon the written request of

the Issuer, accompanied by an Officers’ Certificate and Opinion of Counsel each stating that such amendment is authorized or permitted

by the Indenture and is legally valid, binding and enforceable against the Issuer and the Guarantors and a copy of the Board Resolution

authorizing the execution of any supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders

as aforesaid, the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture

affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,

but shall not be obligated to, enter into such supplemental indenture.

Section 9.03. Notation on Notes.

Notes authenticated and delivered

after the execution of any supplemental indenture pursuant to the provisions of this Article 9 may bear a notation in form approved

by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Trustee shall so determine, new Notes

so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in

any such supplemental indenture may, at the Issuer’s expense, be prepared and executed by the Issuer, authenticated by the Trustee

(or an authenticating agent duly appointed by the Trustee pursuant to Section 7.11) and delivered in exchange for the Notes then

outstanding, upon surrender of such Notes then outstanding.

Section 9.04. Evidence of Compliance of Supplemental Indenture

to Be Furnished to Trustee.

In connection with any modification,

amendment, supplement or waiver in respect of the Indenture or the Notes pursuant to this Article 9, the Issuer shall deliver to

the Trustee an Officers’ Certificate and an Opinion of Counsel each stating (i) that such modification, amendment, supplement

or waiver is authorized or permitted pursuant to the terms of the Indenture and the Notes, (ii) that all related conditions precedent

to such modification, amendment, supplement or waiver have been complied with, and (iii) that such modification, amendment, supplement

or waiver will be valid and binding upon the Issuer and each Guarantor in accordance with its terms.

Section 9.05. Notice of Amendment or Supplement.

After an amendment or supplement

under this Article 9 becomes effective, the Issuer shall deliver to the Holders (with a copy to the Trustee) a notice briefly describing

such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the notice, shall not impair

or affect the validity of the amendment or supplement. In addition, any such amendment filed with the Commission through the EDGAR system

(or any successor thereto) shall be deemed to have been sent to the Holders for purposes of this Section 9.05.

ARTICLE 10

CONSOLIDATION, MERGER AND SALE OF ASSETS

Section 10.01. Issuer May Consolidate on Certain Terms.

Subject to the provisions

of this Article 10, the Issuer shall not amalgamate or consolidate with, merge with or into or convey, transfer or lease its properties

and assets substantially as an entirety to another Person, unless:

(1) the Issuer shall be the surviving Person or the resulting, surviving or transferee Person (the “Successor

Company”), if not the Issuer, shall be organized and existing under the laws of the United States of America, any State thereof

or the District of Columbia, and the Successor Company (if not the Issuer) shall expressly assume, by supplemental indenture, executed

and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Issuer under the Notes and this Indenture

as applicable to the Notes; and

(2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred

and be continuing under this Indenture.

For purposes of this Section 10.01,

the sale, conveyance, transfer or lease of properties and assets of one or more of the Issuer’s Subsidiaries to another Person,

which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the Issuer’s

properties and assets on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all

of the Issuer’s properties and assets to another Person.

Section 10.02. Issuer Successor to Be Substituted.

In case of any such amalgamation,

consolidation, merger, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed

and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of (including any

Fundamental Change Repurchase Price), accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on all of the Notes,

the due and punctual delivery or payment, as the case may be, of any consideration due upon exchange of the Notes and the due and punctual

performance of all of the covenants and conditions of this Indenture to be performed by the Issuer under this Indenture, such Successor

Company shall succeed to and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, with the

same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and

may issue either in its own name or in the name of the Issuer any or all of the Notes issuable hereunder which theretofore shall not have

been signed by the Issuer and delivered to the Trustee; and, upon the order of such Successor Company instead of the Issuer 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 Issuer to the

Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee

for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes

theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date

of the execution hereof. In the event of any such amalgamation, consolidation, merger, conveyance or transfer (but not in the case of

a lease), the Person named as the “Issuer” in the first paragraph of this Indenture or any successor that shall thereafter

have become such in the manner prescribed in this Article 10 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.

In case of any such amalgamation,

consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes

thereafter to be issued as may be appropriate.

Section 10.03. Opinion of Counsel to be Given to Trustee.

In the case of any such amalgamation,

merger, consolidation, conveyance, transfer or lease the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel

stating that any such amalgamation, consolidation, merger, conveyance, transfer or lease and any such assumption and, if a supplemental

indenture is required in connection with such transaction, such supplemental indenture comply with the provisions of this Article 10

and constitutes the legal, valid and binding obligations of the Issuer (subject to customary exceptions and assumptions).

ARTICLE 11

SATISFACTION AND DISCHARGE OF INDENTURE

Section 11.01. Satisfaction and Discharge of Indenture.

This Indenture and the Notes

shall cease to be of further effect (except as to (i) rights hereunder of Holders of the Notes to receive all amounts owing upon

the Notes and the other rights, duties and obligations of Holders of the Notes, as beneficiaries hereof with respect to the amounts, if

any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, upon

demand of and at the expense of the Issuer, shall execute instruments in form and substance satisfactory to the Trustee and the Issuer

acknowledging satisfaction and discharge of this Indenture and the Notes when:

(a) either

(1) all Notes theretofore authenticated and delivered (other than (A) Notes which have been destroyed,

lost or stolen and which have been replaced or paid as provided in Section 2.06, and (B) Notes for whose payment money has theretofore

been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust,

as provided in Section 11.03) have been delivered to the Trustee for cancellation; or

(2) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable,

and the Issuer has irrevocably deposited or caused to be deposited with the Trustee, a Paying Agent or the Exchange Agent (other than

the Issuer or any of its Affiliates), as applicable, as trust funds in trust cash and/or shares of Common Stock (as applicable under the

terms of this Indenture) in an amount sufficient to pay and discharge (without the necessity of investing such amount of cash deposited)

the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and Interest to the date

of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Fundamental Change Repurchase Date,

as the case may be;

(b) the Issuer has paid

or caused to be paid all other sums payable hereunder by the Issuer; and

to the Trustee an Officers’ 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.

Section 11.02. Application of Trust Funds.

All money deposited with the

Trustee pursuant to Section 11.01 shall be held in trust, uninvested, and applied by it, in accordance with the provisions of the

Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent)

as the Trustee may determine, to the Persons entitled thereto, of the principal and any Interest for whose payment such money has been

deposited with or received by the Trustee, but such money need not be segregated from other funds except to the extent required by law.

All moneys deposited with the Trustee (and held by it or any Paying Agent) for the payment of Notes subsequently exchanged shall be returned

to the Issuer upon request.

Section 11.03. Return of Unclaimed Monies.

Subject to the restrictions

of applicable law, the Trustee and each Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal

or Interest that remains unclaimed for two years after a right to such money has matured; provided, however, that the Trustee

or such Paying Agent, before being required to make any such payment, may, at the expense of the Issuer, either publish in a newspaper

of general circulation in the City of New York, or cause to be mailed to each Holder entitled to such money, notice that such money remains

unclaimed and that after a date specified therein, which shall be at least thirty (30) calendar days from the date of such mailing or

publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. After payment to the Issuer, Holders entitled

to money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another person,

and the Trustee and each Paying Agent shall be relieved of all liability with respect to such money.

Section 11.04. Reinstatement.

If the Trustee or the Paying

Agent is unable to apply any money in accordance with this Article 11 by reason of any order or judgment of any court or governmental

authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the

Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 11 until such time as the Trustee

or Paying Agent is permitted to apply all money held in trust with respect to the Notes; provided, however, that if the

Issuer makes any payment of principal of or Interest on any Notes following the reinstatement of its obligations, the Issuer shall be

subrogated to the rights of the Holders of the Notes to receive such payment from the money so held by the Trustee or Paying Agent in

trust.

ARTICLE 12

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS

Section 12.01. Indenture and Notes Solely Corporate Obligations.

Except as otherwise expressly

provided in Article 15, no recourse for the payment of the principal of (including the repurchase price upon repurchase pursuant

to Article 3) or Interest on any Note, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon

any obligation, covenant or agreement of the Issuer (i) in this Indenture or in any supplemental indenture or (ii) in any Note,

or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, partner, member,

manager, employee, agent, officer, director or subsidiary, as such, past, present or future, of the General Partner, the Issuer or any

of the General Partner’s or Issuer’s subsidiaries or of any successor thereto, either directly or through the General Partner,

the Issuer or any of the General Partner’s or Issuer’s subsidiaries or of any successor thereto, whether by virtue of any

constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood

that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture,

and the issue of the Notes.

ARTICLE 13

EXCHANGE OF NOTES

Section 13.01. Right to Exchange.

(a) Upon compliance with

the provisions of this Indenture, at any time prior to the Close of Business on the second Scheduled Trading Day immediately preceding

the Maturity Date, each Holder of a Note not previously repurchased shall have the right, at such Holder’s option, to exchange all

or any portion (if the portion to be exchanged is $1,000 principal amount or an integral multiple thereof) of such Note at the Exchange

Rate per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 13.03, the “Exchange

Obligation”). The exercise of such exchange rights shall be irrevocable.

(b) Notwithstanding any

other provision of the Notes or this Indenture, no Holder of Notes will be entitled to receive Common Stock following exchange of such

Notes to the extent that receipt of such Common Stock would cause such Holder (after application of certain constructive ownership rules)

to exceed the ownership limits contained in the General Partner’s charter. If any delivery of shares of Common Stock owed to a Holder

upon exchange of Notes is not made, in whole or in part, as a result of the limitations described in this Section 13.01(b), the Issuer’s

obligation to make such delivery shall not be extinguished and the Issuer shall deliver such shares as promptly as practicable after any

such exchanging Holder gives notice to the Issuer that such delivery would not result in it being the beneficial or constructive owner

of more than 9.8% (by value or number, whichever is more restrictive) of the shares of Common Stock or of the General Partner’s

Capital Stock, outstanding at such time.

of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s right to require the Issuer to repurchase

such Note pursuant to Section 3.02 may be exchanged only if such Fundamental Change Repurchase Notice is properly withdrawn in accordance

with, and within the time periods set forth in, this Indenture.

Section 13.02 Exchange Procedures.

(a) Subject to this Section 13.02,

before any Holder of a Note shall be entitled to exchange a Note as set forth above, such Holder shall (1) in the case of a Global

Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the

next Interest Payment Date to which such Holder is not entitled as set forth in Section 13.02(f) and (2) in the case of

a Note in definitive form (i) complete and manually sign an irrevocable notice as set forth in the Form of Exchange Notice attached

as Attachment 2 to the Form of Note attached as Exhibit A hereto (the “Exchange Notice”), (ii) deliver

the Exchange Notice at the office of the Exchange Agent and state in writing therein the principal amount of Notes to be exchanged 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 Exchange Obligation to be registered, (iii) surrender such Notes, duly endorsed to the Issuer or in blank

(and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, (iv) if required, furnish

appropriate endorsements and transfer documents (v) if required, pay funds equal to interest payable on the next Interest Payment

Date to which such Holder is not entitled as set forth in Section 13.02(f) and (vi) provide a Form W-9 or such other

appropriate tax withholding document. The Trustee (and if different, the Exchange Agent) shall notify the Issuer of any exchange pursuant

to this Article 13 on the Exchange Date for such exchange. No Exchange Notice 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 Issuer in respect of such Notes and has not validly

withdrawn such Fundamental Change Repurchase Notice in accordance with Section 3.03.

If more than one Note shall

be surrendered for exchange at one time by the same Holder, the Exchange 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.

(b) A Note shall be deemed

to have been exchanged immediately prior to the Close of Business on the date (the “Exchange Date”) that the Holder

has complied with the requirements set forth in subsection (a) above. Except as set forth in Section 13.03(a) and 13.05(a),

the Issuer shall pay or deliver, as the case may be, the consideration due in respect of the Exchange Obligation on the third Business

Day immediately following the relevant Exchange Date, if the Issuer elects to satisfy the Exchange Obligation through Physical Settlement

(provided that, with respect to any Exchange Date following the Regular Record Date immediately preceding the Maturity Date where

Physical Settlement applies to the related exchange, the Issuer will settle any such exchange on the Maturity Date), or on the third Business

Day immediately following the last Trading Day of the Cash Settlement Averaging Period, in the case of any other Settlement Method. If

any shares of Common Stock are due to an exchanging Holder, the General Partner shall issue or cause to be issued, and deliver (if applicable)

to the Exchange Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Common Stock to which

such Holder shall be entitled, in book-entry format through the Depositary, in satisfaction of the Issuer’s Exchange Obligation.

Each exchange shall be deemed

to have been effected as to any such Notes (or portion thereof) surrendered for exchange at the Close of Business on the applicable Exchange

Date; provided, however, that the person in whose name any shares of Common Stock shall be deliverable upon exchange shall

be treated as a holder of record of such shares as of the Close of Business on (i) the relevant Exchange Date (in the case of Physical

Settlement) or (ii) the last Trading Day of the relevant Cash Settlement Averaging Period (in the case of Combination Settlement),

as the case may be. At the Close of Business on the Exchange Date for a Note, the exchanging Holder shall no longer be the Holder of such

Note.

(d) Physical Notes.

If any Note in definitive form in a denomination greater than $1,000 shall be surrendered for partial exchange, the Issuer shall execute

and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Notes so surrendered a new Note or Notes

in definitive form in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Note,

without payment of any service charge by the exchanging Holder, but, if required by the Issuer or the 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 exchange being different from the name

of the Holder of the old Notes surrendered for such exchange.

(e) Global Notes.

Upon the exchange of a beneficial interest in a Global Note, the Trustee or the Custodian at the direction of the Trustee, shall make

a notation on such Global Note in its records as to the reduction in the principal amount represented thereby. The Issuer shall notify

the Trustee in writing of any exchanges of Notes effected through any Exchange Agent other than the Trustee.

(f) Interest Due Upon

Exchange. Upon exchange, a Holder shall not receive any separate cash payment or additional shares of Common Stock representing accrued

and unpaid Interest or Additional Interest, if any, except in limited circumstances as set forth below. The Issuer’s settlement

of the full Exchange 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, on the Note, to, but not including, the relevant Exchange Date. As a result, accrued and unpaid interest,

if any, to, but not including, the relevant Exchange Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.

Upon exchange 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 exchange. Notwithstanding the foregoing, if Notes are exchanged after the Close of Business on a Regular

Record Date for the payment of Interest, 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 exchange. However, Notes surrendered for exchange 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 exchanged on the corresponding Interest Payment Date (regardless of whether

the exchanging Holder was the holder of record on the corresponding Regular Record Date); provided that no such payment shall be

required (1) for exchanges following the Close of Business on the Regular Record Date immediately preceding the Maturity Date; (2) if

the Issuer has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day

immediately following the corresponding Interest Payment Date; or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts

exists at the time of exchange with respect to such Note. For the avoidance of doubt, all Holders of record at the Close of Business on

the Regular Record Date immediately preceding the Maturity Date and any Fundamental Change Repurchase Date 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 exchanged

following such Regular Record Date.

In no event will a Holder

be entitled to receive any dividend or other distribution with respect to any Common Stock issued on exchange of such Holder’s Notes

if the applicable Exchange Date is after the record date for such dividend or distribution. Prior to the settlement of any exchange in

accordance with this Section 13.02, a Holder shall not be the owner of any Common Stock issuable upon exchange of such Holder’s

Notes.

(g) Taxes Due upon

Exchange. If a Holder submits a Note for exchange, the Issuer shall pay any documentary, stamp or similar issue or transfer tax due

on the issue of any shares of Common Stock upon exchange on the Notes, 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 Exchange Agent may refuse to

deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee

receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence.

Section 13.03 Settlement Upon Exchange.

(a) Settlement Amount.

Subject to this ‎Section 13.03(a), ‎Section 13.03(b) and ‎Section 13.07(a), upon exchange of any Note,

the Issuer shall pay or deliver, as the case may be, to the exchanging Holder, in respect of each $1,000 principal amount of Notes being

exchanged, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering

any fractional share of Common Stock in accordance with subsection ‎(b) of this ‎Section 13.03 (“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 ‎(b) of this ‎Section 13.03 (“Combination Settlement”),

at its election, as set forth in this ‎Section 13.03.

All exchanges for which the

relevant Exchange Date occurs on or after March 15, 2029, shall be settled using the same Settlement Method. Except for any exchanges

for which the relevant Exchange Date occurs on or after March 15, 2029, the Issuer shall use the same Settlement Method for all exchanges

occurring on the same Exchange Date, but the Issuer shall not have any obligation to use the same Settlement Method with respect to exchanges

with different Exchange Dates.

If, in respect of any Exchange

Date, the Issuer elects a Settlement Method, the Issuer will deliver a written notice (the “Settlement Notice”) to

the Trustee and the Exchange Agent and the exchanging Holders (through the Exchange Agent) of the relevant Settlement Method in respect

of such Exchange Date no later than the Close of Business on the second Trading Day immediately following the relevant Exchange Date (or,

in the case of any exchanges for which the relevant Exchange Date occurs on or after March 15, 2029, no later than March 15,

2029). If the Issuer does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Issuer

shall no longer have the right to elect Cash Settlement or Physical Settlement with respect to that Exchange Date and the Issuer shall

be deemed to have elected Combination Settlement in respect of its Exchange Obligation, and the Specified Dollar Amount per $1,000 principal

amount of Notes shall be equal to $1,000. 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 Issuer delivers a Settlement Notice electing Combination Settlement in respect of its Exchange 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.

The cash, shares of Common

Stock or combination of cash and shares of Common Stock in respect of any exchange of Notes (the “Settlement Amount”)

shall be computed as follows:

(1) if the Issuer elects to satisfy its Exchange Obligation in respect of such exchange by Physical Settlement,

the Issuer shall deliver to the exchanging Holder a number of shares of Common Stock equal to (A)(i) the aggregate principal amount

of Notes to be exchanged divided by (ii) $1,000, multiplied by (B) the Exchange Rate in effect on the Exchange

Date (plus cash in lieu of any fractional share of Common Stock issuable on exchange as set forth in ‎Section 13.03(b));

(2) if the Issuer elects to satisfy its Exchange Obligation in respect of such exchange by Cash Settlement,

the Issuer shall pay to the exchanging Holder, in respect of each $1,000 principal amount of Notes being exchanged, cash in an amount

equal to the sum of the Daily Exchange Values for each of the 20 consecutive Trading Days during the related Cash Settlement Averaging

Period; and

(3) if the Issuer elects (or is deemed to have elected) to satisfy its Exchange Obligation in respect of such

exchange by Combination Settlement, the Issuer shall pay or deliver, as the case may be, to the exchanging Holder, in respect of each

$1,000 principal amount of Notes being exchanged, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the

20 consecutive Trading Days during the related Cash Settlement Averaging Period (plus cash in lieu of any fractional share of Common Stock

issuable upon exchange as set forth in ‎Section 13.03(b)).

In the case of Cash Settlement

or Combination Settlement, the Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall be determined

by the Issuer promptly following the last day of the Cash Settlement Averaging Period. Promptly after such determination of the Daily

Settlement Amounts or the Daily Exchange Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional

share of Common Stock, the Issuer shall notify the Trustee and the Exchange Agent in writing of the Daily Settlement Amounts or the Daily

Exchange 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 Exchange Agent shall not be responsible for calculating the Daily Exchange Value or any other settlement calculations.

Notwithstanding the foregoing,

if any information required to calculate the Settlement Amount due upon exchange is not available as of the applicable settlement date,

the Issuer will deliver the additional shares of Common Stock resulting from such adjustment on the third Trading Day after the earliest

Trading Day on which such calculation can be made.

(b) Fractional Shares.

Notwithstanding the foregoing, the Issuer will not issue fractional shares of Common Stock as part of the Settlement Amount due with respect

to any exchanged Note in respect of which shares of Common Stock are deliverable. Instead, if any such Settlement Amount includes a fraction

of a share of Common Stock, the Issuer will, in lieu of delivering such fraction of a share of Common Stock, pay an amount of cash equal

to the product of (i) such fraction of a share and (ii) the Daily VWAP of the Common Stock on the relevant Exchange Date (in

the case of Physical Settlement), or if such date is not a Trading Day, the immediately preceding Trading Day, or on the last Trading

Day of the applicable Cash Settlement Averaging Period (in the case of Combination Settlement), subject in each case to the following

paragraph. For each Note surrendered for Exchange, if the Issuer has elected Combination Settlement, the full number of shares that shall

be issued upon exchange thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Cash Settlement

Averaging Period and any fractional shares remaining after such computation shall be paid in cash.

more than one Note for exchange on a single Exchange Date, the Issuer will calculate the amount of cash and the number of shares of Common

Stock due with respect to such Notes as if such Holder had surrendered for exchange one Note having an aggregate principal amount equal

to the sum of the principal amounts of each of the Notes surrendered for exchange by such Holder on such Exchange Date.

(d) Notices. Whenever

an Exchange Date occurs with respect to a Note, the Exchange Agent will (provided it has received an Exchange Notice from the Depositary

or the Holder), as promptly as possible, and in no event later than the second Business Day immediately following such Exchange Date,

deliver to the Issuer and the Trustee, if it is not then the Exchange Agent, notice that an Exchange Date has occurred, which notice will

state such Exchange Date, the principal amount of Notes exchanged on such Exchange Date and the names of the Holders that exchanged Notes

on such Exchange Date.

(e) Issuer’s

Right to Irrevocably Fix Settlement Methods. The Issuer shall have the right, by sending written notice to the Holders, the Trustee

and the Exchange Agent, to irrevocably fix the Settlement Method (to any Settlement Method that the Issuer is then permitted to elect)

that will apply to all Note exchanges with an Exchange Date that is on or after the date the Issuer sends such notice. Notwithstanding

the foregoing, no such change in the default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected

(or deemed to be elected) with respect to any Note pursuant to this Section 13.03. Concurrently with sending written notice to all

Holders of a change in the default Settlement Method or an election to irrevocably fix the Settlement Method, the Issuer will promptly

issue a report on Form 8-K or a press release, which the Issuer will post on its website, announcing that the Issuer has made such

change to the default Settlement Method or elected to irrevocably fix the Settlement Method, as the case may be. For the avoidance of

doubt, such an irrevocable election, if made, shall be effective without the need to amend or supplement this Indenture or the Notes,

including pursuant to the provisions in clause (14) of Section 9.01 hereof. However, the Issuer may nonetheless choose to execute

such an amendment or supplement at its option.

Section 13.04. Adjustment of Exchange Rate.

The Exchange Rate will be

adjusted as described in this Section 13.04, except that the Issuer shall not make any adjustment to the Exchange Rate if Holders

of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer),

at the same time and upon the same terms as holders of the Common Stock and as a result of holding the Notes, in any of the transactions

described below without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the applicable Exchange

Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

(a) If the General Partner

exclusively issues shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if

the General Partner effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula:

ER1

ER0 x OS1

OS0

where,

ER0

the Exchange 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;

ER1

the Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date or such effective date, as applicable;

OS0

the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date or such effective date, as applicable, before giving effect to such dividend, distribution, share split or share combination; and

OS1

the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable.

Any

adjustment made under this Section 13.04(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 13.04(a) is declared but not

so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to

pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.

(b) If the General Partner

issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than a distribution of rights pursuant

to a stockholder rights plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance,

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

Prices of the Common Stock for the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the

date of announcement of such issuance, the Exchange Rate will be increased based on the following formula:

ER1

ER0 x OS0 + X

OS0 + Y

where,

ER0

the Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance;

ER1

the Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

OS0

the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date;

the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

Any increase made under this

Section 13.04(b) will be made successively whenever any such rights, options or warrants are issued and shall become effective

immediately after the Open of Business on the Ex-Dividend Date for such issuance. To the extent that such rights, options or warrants

are not exercised prior to their expiration or shares of Common Stock are not delivered upon the exercise of such rights, options or warrants,

the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect had the increase with respect to the issuance of

such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If

such rights, options or warrants are not so issued, or if such rights, options or warrants are not exercised prior to their expiration,

the Exchange Rate shall be decreased to be the Exchange Rate that would then be in effect if such Ex-Dividend Date for such issuance had

not occurred.

For purposes of this Section 13.04(b),

in determining whether any rights, options or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of

the Common Stock at a price per share 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 the Common Stock, there shall be taken into account any consideration received

by the General Partner for such rights, options or warrants and any amount payable on exercise or exchange thereof, the value of such

consideration, if other than cash, to be determined by the Board of Directors.

distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the General Partner or rights, options

or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding:

(1) dividends, distributions, rights, options or warrants as to which an adjustment was effected pursuant

to Section 13.04(a) or (b) hereof;

(2) dividends or distributions paid exclusively in cash as to which the provisions set forth below in Section 13.04(d) hereof

shall apply;

(3) except as otherwise described below, a distribution of rights pursuant to a stockholder rights plan;

(4) distributions of reference property issued in exchange for, or upon conversion of, the Common Stock pursuant

to Section 13.07 hereof; and

(5) Spin-Offs (as defined below) as to which the provisions set forth below in this Section 13.04(c) shall

apply;

then the Exchange Rate shall be increased based

on the following formula:

ER1

ER0

x SP0

SP0 - FMV

where,

ER0

the Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution;

ER1

the Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

SP0

the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV

the fair market value (as determined by the Board of Directors) of the shares of the General Partner’s Capital Stock, evidences of the General Partner’s indebtedness, other assets or property of the General Partner or rights, options or warrants to acquire the General Partner’s Capital Stock or other securities distributed with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

Notwithstanding

the foregoing, if “FMV” (as defined above) is equal to or greater than the “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 of Notes it holds,

at the same time and upon the same terms as holders of the Common Stock, the amount and kind of the General Partner’s Capital Stock,

evidences of the General Partner’s indebtedness, other assets or property of the General Partner or rights, options or warrants

to acquire the General Partner’s Capital Stock or other securities that such Holder would have received as if such Holder owned

a number of shares of Common Stock equal to the Exchange Rate in effect on the Ex-Dividend Date for the distribution.

Any increase made under the

portion of this Section 13.04(c) will become effective immediately after the Open of Business on the Ex-Dividend Date for such

distribution. If such distribution is not so paid or made, the Exchange Rate shall be decreased to be the Exchange Rate that would then

be in effect if such dividend or distribution had not been declared.

With respect to an adjustment

pursuant to this Section 13.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of

shares of Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that

are listed or quoted (or will be listed or quoted upon the consummation of the distribution) on a U.S. national securities exchange (a

“Spin-Off”), the Exchange Rate will be increased based on the following formula:

ER1

ER0 x FMV0 + MP0

MP0

where,

ER0

the Exchange Rate in effect immediately prior to the end of the Valuation Period (as defined below);

ER1

the Exchange Rate in effect immediately after the Open of Business on the end of the Valuation Period;

FMV0

the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading-Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and

MP0

the average of the Last Reported Sale Prices of Common Stock over the Valuation Period.

The adjustment to the applicable

Exchange Rate under the preceding paragraph of this Section 13.04(c) will be made immediately after the Open of Business on

the day after the last Trading Day of the Valuation Period, but will be given effect as of the Open of Business on the Ex-Dividend Date

for the Spin-Off. If the Ex-Dividend Date for the Spin-Off is less than 10 Trading Days prior to, and including, the end of the Cash Settlement

Averaging Period in respect of any exchange, references within this Section 13.04(c) to 10 Trading Days shall be deemed replaced,

for purposes of calculating the affected Daily Exchange Values in respect of that exchange, with such lesser number of Trading Days as

have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last Trading Day of such Cash Settlement

Averaging Period. For purposes of determining the applicable Exchange Rate, in respect of any exchange during the 10 Trading Days commencing

on the Ex-Dividend Date for any Spin-Off, references within the portion of this Section 13.04(c) related to “Spin-Offs”

to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend

Date for such Spin-Off to, and including, the relevant Exchange Date.

For purposes of this ‎Section 13.04(c) (and

subject in all respects to ‎Section 13.04(g)), rights, options or warrants distributed by the General Partner to all holders

of the Common Stock entitling them to subscribe for or purchase shares of the General Partner’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 Common Stock; (ii) are not exercisable;

and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes

of this ‎Section 13.04(c) (and no adjustment to the Exchange Rate under this ‎Section 13.04(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 Exchange Rate shall be made under this ‎Section 13.04(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 Exchange Rate under this ‎Section 13.04(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 Exchange Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the

Exchange 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 Exchange Rate shall be readjusted as if such rights,

options and warrants had not been issued.

For purposes of ‎Section 13.04(a),

‎Section 13.04(b) and this ‎Section 13.04(c), if any dividend or distribution to which this ‎Section 13.04(c) is

applicable also includes one or both of:

(A) a

dividend or distribution of shares of Common Stock to which ‎Section 13.04(a) is applicable (the “Clause A Distribution”);

(B) a

dividend or distribution of rights, options or warrants to which ‎Section 13.04(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 13.04(c) is applicable (the “Clause C Distribution”) and any Exchange Rate adjustment

required by this ‎Section 13.04(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 Exchange Rate adjustment

required by ‎Section 13.04(a) and ‎Section 13.04(b) with respect thereto shall then be made, except that,

if determined by the Issuer (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 such effective date” within the meaning of ‎Section 13.04(a) or “outstanding immediately prior to the Open

of Business on such Ex-Dividend Date” within the meaning of ‎Section 13.04(b).

(d) If the General Partner

makes any cash dividend or distribution to all or substantially all holders of the Common Stock, to the extent that the aggregate of all

such cash dividends or distributions paid in any quarter exceeds the Dividend Threshold Amount (as defined below) for such quarter, the

Exchange Rate shall be adjusted based on the following formula:

ER1

ER0 x (SP0 - DTA)

(SP0 – C)

where,

ER0

the Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution;

ER1

the Exchange Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution;

SP0

the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;

DTA

the “Dividend Threshold Amount,” which shall initially be $1.90 per share per quarter; and

the amount in cash per share that the General Partner distributes to all or substantially all holders of the Common Stock.

The

Dividend Threshold Amount is subject to adjustment on an inversely proportional basis whenever the Exchange Rate is adjusted other than

adjustments made pursuant to this Section 13.04(d). If an adjustment is required to be made as set forth in this Section 13.04(d) as

a result of a distribution that is not a regular quarterly dividend, the Dividend Threshold Amount will be deemed to be zero with respect

to that particular adjustment.

If “C” (as defined

above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of

a Note shall receive, for each $1,000 principal amount of Notes it holds, at the same time and upon the same terms as holders of shares

of the Common Stock, the amount of cash that such Holder would have received if such Holder had owned a number of shares of Common Stock

equal to the Exchange Rate on the Ex-Dividend Date for such cash dividend or distribution.

Any increase made under this

Section 13.04(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 Exchange 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 Exchange Rate that would then be in effect if such

dividend or distribution had not been declared.

(e) If the General Partner

or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer for the Common Stock, to the extent that the

cash and value of any other consideration included in the payment per share of the Common Stock exceeds the 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 “Expiration Date”), the

Exchange Rate shall be increased based on the following formula:

ER1

ER0 x AC + (SP1 x OS1)

OS0 x SP1

where,

ER0

the Exchange Rate in effect immediately prior to the Close of Business on the Expiration Date;

ER1

the Exchange Rate in effect immediately after the Close of Business the Expiration Date;

the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer;

OS0

the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer);

OS1

the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and

SP1

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 Expiration Date.

The

adjustment to the applicable Exchange Rate under the preceding paragraph of this Section 13.04(e) will be given effect at the

Open of Business on the Trading Day next succeeding the Expiration Date. If the Trading Day next succeeding the Expiration Date is less

than 10 Trading Days prior to, and including, the end of the Cash Settlement Averaging Period in respect of any exchange, references within

this Section 13.04(e) to 10 Trading Days shall be deemed replaced, for purposes of calculating the affected Daily Exchange Values

in respect of that exchange, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding

the Expiration Date to, and including, the last Trading Day of such Cash Settlement Averaging Period. For purposes of determining the

applicable Exchange Rate, in respect of any exchange during the 10 Trading Days commencing on the Trading Day next succeeding the Expiration

Date, references within this Section 13.04(e) to 10 Trading Days 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 to, and including, the relevant Exchange

Date.

(f) Special Settlement

Provisions. Notwithstanding anything to the contrary herein with respect to exchanged Notes as to which Combination Settlement is

applicable, if a Holder exchanges a Note and the Daily Settlement Amount for any Trading Day during the Cash Settlement Averaging Period

applicable to such Note:

(1) is calculated based on an Exchange Rate adjusted on account of any event described in Sections 13.04(a) through

(e) hereof; and

(2) includes any shares of Common Stock that, but for this provision, would entitle their holder to participate

in such event;

then, although the Issuer will otherwise treat

such Holder as the holder of record of such shares of Common Stock on the last Trading Day of such Cash Settlement Averaging Period, the

Issuer will not permit such Holder to participate in such event on account of such shares of Common Stock.

In addition, if a Holder exchanges

a Note to which Cash Settlement or Combination Settlement is applicable and:

(1) the record date, effective date or Expiration Date for any event that requires an adjustment to the Exchange

Rate under any of Sections 13.04(a) through (e) hereof occurs:

(A) on or after the first Trading Day of such Cash Settlement Averaging Period; and

(B) on or prior to the last Trading Day of such Cash Settlement Averaging Period; and

(2) the Daily Settlement Amount for any Trading Day in such Cash Settlement Averaging Period that occurs on

or prior to such record date, effective date or Expiration Date:

(A) includes shares of the Common Stock that do not entitle their holder to participate in such event; and

(B) is calculated based on an Exchange Rate that is not adjusted on account of such event;

then, on account of such exchange, the Issuer

will, on such record date, effective date or Expiration Date, treat such Holder, as a result of having exchanged such Notes, as though

it were the record holder of a number of shares of Common Stock equal to the total number of shares of Common Stock that:

(1) are deliverable as part of the Daily Settlement Amount:

(A) for a Trading Day in such Cash Settlement Averaging Period that occurs on or prior to such record date,

effective date or Expiration Date; and

(B) is calculated based on an Exchange Rate that is not adjusted for such event; and

(2) if not for this provision, would not entitle such Holder to participate in such event.

Notwithstanding anything to

the contrary herein, if an Exchange Rate adjustment becomes effective on any Ex-Dividend Date as described above, and a Holder that has

exchanged its Notes on or after such Ex-Dividend Date and on or prior to the related Regular Record Date would be treated as the record

holder of shares of Common Stock as of the related Exchange Date in accordance with the provisions of Section 13.02(b) based

on an adjusted Exchange Rate for such Ex-Dividend Date, then, notwithstanding the foregoing Exchange Rate adjustment provisions, the Exchange

Rate adjustment relating to such Ex-Dividend Date will not be made for such exchanging Holder. Instead, such Holder will be treated as

if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution

or other event giving rise to such adjustment.

(g) Poison Pill.

Whenever a Holder exchanges a Note, to the extent that the General Partner has a rights plan in effect, the Holder exchanging such Note

will receive, in addition to any shares of Common Stock received in connection with such exchange, if any, the rights under the rights

plan. However, if, prior to exchange, the rights have separated from the Common Stock in accordance with the provisions of the applicable

rights plan, the Exchange Rate will be adjusted at the time of separation as if the General Partner distributed to all or substantially

all holders of the Common Stock, shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants as

described in Section 13.04(c) hereof, subject to readjustment in the event of the expiration, termination or redemption of such

rights.

(i) Deferral of Adjustments.

Notwithstanding anything to the contrary herein, except on and after the first Trading Day of any Cash Settlement Averaging Period with

respect to a Note and on or prior to the last Trading Day of such Cash Settlement Averaging Period, the Issuer will not be required to

adjust the Exchange Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however,

that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment,

and provided, further, that any such adjustment of less than one percent that has not been made shall be made upon the occurrence

of (i) the Effective Date for any Make-Whole Fundamental Change, (ii) the first Trading Day of any Cash Settlement Averaging

Period and (iii) if the Issuer elects to satisfy its Exchange Obligation solely in shares of Common Stock, upon any exchange of Notes.

In addition, the Issuer shall not account for such deferrals when determining what number of shares of Common Stock a Holder would have

held on a given day had it exchanged its Notes.

(i) Limitation on

Adjustments. Except as stated in this Section 13.04, the Issuer will not adjust the Exchange Rate for the issuance of shares

of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of the Common

Stock or such convertible or exchangeable securities. If, however, the application of the formulas in Sections 13.04(a) through (e) hereof

would result in a decrease in the Exchange Rate, then, except to the extent of any readjustment to the Exchange Rate, no adjustment to

the Exchange Rate will be made (other than as a result of a reverse share split, share combination or readjustment).

Notwithstanding anything to

the contrary herein, the applicable Exchange Rate will not be adjusted:

(1) on account of stock repurchases that are not tender offers referred to in Section 13.04(e) hereof,

including structured or derivative transactions, or transactions pursuant to a stock repurchase program approved by the Board of Directors

or otherwise;

(2) 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 Issuer’s or the General Partner’s securities and the investment of additional

optional amounts in shares of Common Stock under any plan;

(3) 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, program or agreement of or assumed by the Issuer, the General

Partner or any of their subsidiaries (other than a rights plan as described herein);

(4) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable,

exchangeable or convertible security not described in the preceding clause (3) and outstanding as of the date the Notes were first

issued;

(5) for a change in the par value of the Common Stock;

(6) for accrued and unpaid interest on the Notes, if any; or

(7) for an event otherwise requiring an adjustment under this Indenture if such event is not consummated.

(j) For purposes of this

Section 13.04, the number of shares of Common Stock at any time outstanding shall not include shares of Common Stock held in the

treasury of the General Partner so long as the General Partner does not pay any dividend or make any distribution on shares of Common

Stock held in the treasury of the General Partner.

(k) Whenever the Issuer

is required to calculate the Exchange Rate, or any adjustment thereto, the Issuer will do so to the nearest 1/10,000th of a share of Common

Stock.

Section 13.05 Discretionary and Voluntary Adjustments.

(a) Discretionary

Adjustments. Whenever any provision of this Indenture requires the Issuer to calculate the Last Reported Sale Prices, the Daily VWAPs

or any function thereof over a span of multiple days (including, without limitation, during a Cash Settlement Averaging Period), the Board

of Directors will make appropriate adjustments to each to account for any adjustment to the Exchange Rate that becomes effective, or any

event requiring an adjustment to the Exchange Rate where the Effective Date, Ex-Dividend Date or Expiration Date of the event occurs,

at any time during the period when such Last Reported Sale Prices, the Daily VWAPs or function thereof is to be calculated. For the avoidance

of doubt, adjustment made pursuant to this Section 13.05(a) will be made solely to the extent the Issuer determines in good

faith and in a commercially reasonable manner that any such adjustment is appropriate, without duplication of any adjustment made pursuant

to Section 13.04 hereof. The Trustee and the Exchange Agent shall not be responsible for calculating any of the calculations specified

above.

(b) Voluntary Adjustments.

In addition to those adjustments required by Sections 13.04(a) through (e) hereof, and to the extent permitted by applicable

law and subject to the applicable rules of the NYSE or any other securities exchange or market on which the Common Stock is then

listed, the Issuer from time to time may increase the Exchange 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 Issuer’s best interest. In addition, to the extent permitted by applicable

law and subject to the applicable rules of the NYSE or any other securities exchange or market on which the Common Stock is then

listed, the Issuer may (but is not required to) increase the Exchange 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 Exchange Rate is increased pursuant to either of the preceding two sentences, the Issuer

shall deliver to the Holder of each Note a notice of the increase at least 15 days prior to the date the increased Exchange Rate takes

effect, and such notice shall state the increased Exchange Rate and the period during which it will be in effect.

Section 13.06 Adjustment to Exchange Rate Upon Exchange

in Connection with a Make-Whole Fundamental Change.

(a) Increase in the

Exchange Rate. If the Effective Date (as defined below) of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a

Holder elects to exchange its Notes in connection with such Make-Whole Fundamental Change, the Issuer shall, under certain circumstances,

increase the Exchange Rate for the Notes so surrendered for exchange by a number of additional shares of Common Stock (the “Additional

Shares”), as described in this Section 13.06. An exchange of Notes shall be deemed for these purposes to be “in connection

with” a Make-Whole Fundamental Change if the relevant Exchange Notice is received by the Exchange Agent during the period from,

and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Close of Business on the Business Day

immediately prior to the related Fundamental Change Repurchase Date or, if such Make-Whole Fundamental Change is not a Fundamental Change,

the 35th Business Day immediately following the Effective Date for such Make-Whole Fundamental Change.

(b) Cash Mergers.

Notwithstanding anything to the contrary herein, if the consideration paid to holders of the Common Stock in any Make-Whole Fundamental

Change described in clause (2) of the definition of Fundamental Change is comprised entirely of cash, then, for any exchange of Notes

following the Effective Date of such Make-Whole Fundamental Change, the Settlement Amount 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 exchanged Notes equal to the applicable

Exchange Rate (including any adjustment for Additional Shares as described in this Section 13.06), multiplied by such Stock

Price. In such event, the Issuer will pay such amount of cash to an exchanging Holder on the third Business Day following the applicable

Exchange Date. Otherwise, the Issuer will settle any exchange of Notes following the Effective Date for a Make-Whole Fundamental Change

in accordance with Section 13.04 hereof (but subject to Section 13.07 hereof).

Number of Additional Shares. The number of Additional Shares, if any, by which the Exchange Rate will be increased for a Holder that

exchanges its Notes in connection with a Make-Whole Fundamental Change shall be determined by reference to the table attached as Schedule

A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”)

and the price (the “Stock Price”) paid (or deemed paid) per share of the Common Stock in the Make-Whole Fundamental

Change. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (2) of the definition

of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the

Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately

preceding the Effective Date of the Make-Whole Fundamental Change.

(d) Interpolation

and Limits. The exact Stock Prices and Effective Dates may not be set forth in the table attached as Schedule A, in which case:

(1) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective

Dates in the table, the number of Additional Shares 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- or 366-day

year;

(2) if the Stock Price is greater than $90.00 per share (subject to adjustment in the same manner as the Stock

Prices set forth in the column headings of the table attached as Schedule A pursuant to subsection (e) below), no additional

shares will be added to the Exchange Rate; or

(3) if the Stock Price is less than $60.34 per share (subject to adjustment in the same manner as the Stock

Prices set forth in the column headings of the table attached as Schedule A pursuant to subsection (e) below), no additional

shares will be added to the Exchange Rate.

Notwithstanding the foregoing,

in no event will the Exchange Rate be increased on account of a Make-Whole Fundamental Change to exceed 16.5728 shares of Common Stock

per $1,000 principal amount of Notes, subject to adjustments in the same manner as the Exchange Rate is required to be adjusted as set

forth in Section 13.05 hereof.

(e) Adjustments to

Stock Prices. The Stock Prices set forth in the column headings of the table attached as Schedule A hereto shall be adjusted

as of any date on which the Exchange Rate of the Notes is otherwise required to be 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 Exchange

Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Exchange Rate

as so adjusted. The number of Additional Shares set forth in such table shall be adjusted in the same manner and at the same time as the

Exchange Rate is required to be adjusted as set forth in Section 13.04. The Trustee and the Exchange Agent shall not be responsible

for calculating any of the calculations set forth above

Section 13.07. Effect of Recapitalization, Reclassification,

Consolidation, Merger or Sale.

(a) In the case of:

(1) any recapitalization, reclassification or change of the Common Stock (other than a change in par value,

or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination for which

an adjustment is made pursuant to Section 13.04(a));

(2) any consolidation, merger, combination or similar transaction involving the Issuer or the General Partner;

(3) any sale, lease or other transfer to a third party of the consolidated assets of the Issuer, the General

Partner and their Subsidiaries substantially as an entirety; or

(4) any statutory share exchange;

and, in each case, as a result of which the Common

Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination

thereof) (any such event, a “Merger Event”), then, at or prior to the effective time of such transaction, the Issuer

or the successor or acquiring corporation, as the case may be, will execute with the Trustee a supplemental indenture, without the consent

of the Holders, providing that at and after the effective time of the Merger Event, the right to exchange each $1,000 principal amount

of Notes shall be changed into a right to exchange 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

Exchange Rate immediately prior to such Merger Event would have owned or been entitled to receive upon such Merger Event (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) and, prior to or at the effective time of such Merger Event, the Issuer

or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under ‎Section 9.01

providing for such change in the right to exchange each $1,000 principal amount of Notes; provided, however, that at and

after the effective time of the Merger Event (A) the Issuer or the successor or acquiring corporation, as the case may be, shall

continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon exchange of Notes

in accordance with ‎Section 13.02 and (B) (i) any amount payable in cash upon exchange of the Notes in accordance with

‎Section 13.02 shall continue to be payable in cash, (ii) any shares of Common Stock that the Issuer would have been required

to deliver upon exchange of the Notes in accordance with ‎Section 13.02 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 Merger Event and

(iii) the Daily VWAP shall be calculated based on the value of a unit of Reference Property.

If the Merger Event causes

the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based

in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be exchangeable shall be

deemed to be (x) the weighted average of the types and amounts of consideration actually received by the holders of Common Stock

that affirmatively make such an election or (y) if no holders of Common Stock affirmatively make such an election, the types and

amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of

the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common

Stock. If the holders of the Common Stock receive only cash in such Merger Event, then for all exchanges for which the relevant Exchange

Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount

of Notes shall be solely cash in an amount equal to the Exchange Rate in effect on the Exchange Date (as may be increased by any Additional

Shares pursuant to ‎Section 13.06), multiplied by the price paid per share of Common Stock in such Merger Event and (B) the

Issuer shall satisfy the Exchange Obligation by paying cash to exchanging Holders on the third Business Day immediately following the

relevant Exchange Date. The Issuer shall notify Holders, the Trustee and the Exchange Agent 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 13. If, in the case of any Merger Event, the Reference

Property includes shares of stock, securities or other property or assets (including cash or any combination of the foregoing) of a Person

other than the successor or purchasing Person, as the case may be, in such Merger 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 reasonably consider necessary by reason of the foregoing.

(b) When the Issuer executes

a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 13.07, the Issuer shall promptly file with the

Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset

that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all

conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Issuer 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. Any such supplemental indenture filed with the Commission

through the EDGAR system (or any successor thereto) shall be deemed to have been sent to the Holders for purposes of this Section 13.07.

not become a party to any Merger Event unless its terms are consistent with this ‎Section 13.07. None of the foregoing provisions

shall affect the right of a holder of Notes to exchange its Notes into cash, shares of Common Stock or a combination of cash and shares

of Common Stock, as applicable, as set forth in ‎Section 13.01 and ‎Section 13.02 prior to the effective date of such

Merger Event.

(d) The above provisions

of this Section shall similarly apply to successive Merger Events.

Section 13.08. Ownership Limit and Withholding.

(a) Notwithstanding any

other provision of the Notes or this Indenture, no Holder of Notes will be entitled to receive Common Stock following exchange of such

Notes to the extent that receipt of such Common Stock would cause such Holder (after application of certain constructive ownership rules)

to exceed the ownership limits contained in the General Partner’s charter. If any delivery of shares of Common Stock owed to a Holder

upon exchange of Notes is not made, in whole or in part, as a result of the limitations described in this Section 13.08(a), the Issuer’s

obligation to make such delivery shall not be extinguished and the Issuer shall deliver such shares as promptly as practicable after any

such exchanging Holder gives notice to the Issuer that such delivery would not result in it being the beneficial or constructive owner

of (i) more than 9.8% in value of the General Partner’s outstanding shares of Capital Stock, or (ii) more than 9.8% in

value or in number of shares, whichever is more restrictive, of the General Partner’s outstanding Common Stock.

(b) At the Maturity Date,

upon earlier repurchase of the Notes or at any time a payment is made with respect to the Notes, and as otherwise required by law, the

Issuer may deduct and withhold from such amount otherwise deliverable to the Holder the amount required to be deducted and withheld under

applicable law, and such amount shall be deemed paid to such Holder for all purposes of this Indenture.

Section 13.09. Calculations in Respect of Notes.

Except as otherwise provided

in this Indenture, the Issuer shall be responsible for making all calculations called for under the Notes and this Indenture. These calculations

include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, accrued interest payable on the

Notes and the Exchange Rate of the Notes (including any adjustments thereto). The Issuer shall make all these calculations in good faith

and, absent manifest error, the Issuer’s calculations shall be final and binding on Holders of Notes. The Issuer shall provide a

schedule of its calculations to each of the Trustee and the Exchange Agent, and each of the Trustee and Exchange Agent is entitled to

rely conclusively upon the accuracy of the Issuer’s calculations without independent verification and neither shall have any liability

or responsibility for the calculations or any information used to make such calculations. The Trustee will forward the Issuer’s

calculations to any Holder of Notes upon the request of that Holder at the sole cost and expense of the Issuer. Neither the Trustee nor

the Exchange Agent shall be responsible for determining whether any event has occurred that would cause an adjustment to the Exchange

Rate. The Issuer shall deliver a written notice to the Trustee and the Exchange Agent with respect to any Exchange Rate adjustment, on

which notice the Trustee and the Exchange Agent may conclusively rely.

ARTICLE 14

MEETINGS OF HOLDERS OF NOTES

Section 14.01. Purposes for Which Meetings May Be Called.

A meeting of Holders of Notes

may be called at any time and from time to time pursuant to this Article 14 to make, give or take any request, demand, authorization,

direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Notes.

Section 14.02. Call, Notice and Place of Meetings.

(a) The Trustee may at

any time call a meeting of Holders of Notes for any purpose specified in Section 14.01, to be held at such time and at such place

as the Trustee shall determine. Notice of every meeting of Holders of Notes, setting forth the time and the place of such meeting and

in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 16.03, not less

than 20 nor more than 180 days prior to the date fixed for the meeting.

(b) In case at any time

the Issuer, pursuant to a Board Resolution, the General Partner, or the Holders of at least 25% in principal amount of the outstanding

Notes shall have requested the Trustee to call a meeting of the Holders of Notes for any purpose specified in Section 14.01, by written

request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first

publication of the notice of such meeting within 20 days after receipt of such request or shall not thereafter proceed to cause the meeting

to be held as provided herein, then the Issuer, the General Partner or the Holders of Notes in the amount above specified, as the case

may be, may determine the time and the place for such meeting and may call such meeting for such purposes by giving notice thereof as

provided in subsection (a) of this Section 14.02.

Section 14.03. Persons Entitled to Vote at Meetings.

To be entitled to vote at

any meeting of Holders of Notes, a Person shall be (a) a Holder of one or more outstanding Notes, or (b) a Person appointed

by an instrument in writing as proxy for a Holder or Holders of one or more outstanding Notes by such Holder or Holders. The only Persons

who shall be entitled to be present or to speak at any meeting of Holders of Notes shall be the Persons entitled to vote at such meeting

and their counsel, any representatives of the Trustee and its counsel and any representatives of the Issuer and the General Partner and

their respective counsel.

Section 14.04. Quorum; Action.

The Persons entitled to vote

a majority in principal amount of the outstanding Notes shall constitute a quorum for a meeting of Holders of Notes; provided,

however, that if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides

may be given by the Holders of not less than a specified percentage in principal amount of the outstanding Notes, the Persons entitled

to vote such specified percentage in principal amount of the outstanding Notes shall constitute a quorum. In the absence of a quorum within

30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Notes, be dissolved.

In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior

to the adjournment of such meeting. In the absence of a quorum at the reconvening of any such adjourned meeting, such adjourned meeting

may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting adjourned or further adjourned for lack

of a quorum, the persons entitled to vote 25% in aggregate principal amount of the then outstanding Notes shall constitute a quorum for

the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of any adjourned meeting shall be

given as provided in Section 14.02(a), except that such notice need be given only once not less than five days prior to the date

on which the meeting is scheduled to be reconvened.

Except as limited by the proviso

to Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid

may be adopted by the affirmative vote of the persons entitled to vote a majority in aggregate principal amount of the outstanding Notes

represented at such meeting; provided, however, that, except as limited by the proviso to Section 9.02, any resolution

with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly

provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the

outstanding Notes may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by

the affirmative vote of the Holders of such specified percentage in principal amount of the outstanding Notes.

Any resolution passed or decision

taken at any meeting of Holders of Notes duly held in accordance with this Section 14.04 shall be binding on all the Holders of Notes,

whether or not present or represented at the meeting.

Notwithstanding the foregoing

provisions of this Section 14.04, if any action is to be taken at a meeting of Holders of Notes with respect to any request, demand,

authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by

the Holders of a specified percentage in principal amount of all outstanding Notes affected thereby:

(1) there shall be no minimum quorum requirement for such meeting; and

(2) the principal amount of the outstanding Notes that vote in favor of such request, demand, authorization,

direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization,

direction, notice, consent, waiver or other action has been made, given or taken under this Indenture.

Section 14.05. Determination of Voting Rights; Conduct and

Adjournment of Meetings.

(a) Notwithstanding any

provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of

Notes 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 deem appropriate. Except as otherwise permitted or required by any such regulations, the holding

of Notes shall be proved in the manner specified in Section 8.01 and the appointment of any proxy shall be proved in the manner specified

in Section 8.01 or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust company, bank or

banker authorized by Section 8.01 to certify to the holding of the Notes. Such regulations may provide that written instruments appointing

proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 8.01 or other proof.

(b) The Trustee shall,

by an instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer, the

General Partner or by Holders of Notes as provided in Section 14.02(b), in which case the Issuer, the General Partner or the Holders

of Notes 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 Persons entitled to vote a majority in principal amount of the outstanding Notes

represented at the meeting.

Holder of such Notes or proxy shall be entitled to one vote for each $1,000 principal amount of the outstanding Notes held or represented

by him; 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, except

as a Holder of Notes or proxy.

(d) Any meeting of Holders

of Notes duly called pursuant to Section 14.02 at which a quorum is present may be adjourned from time to time by Persons entitled

to vote a majority in principal amount of the outstanding Notes represented at the meeting, and the meeting may be held as so adjourned

without further notice.

Section 14.06. Counting Votes and Recording Action of Meetings.

The vote upon any resolution

submitted to any meeting of Holders of Notes shall be by written ballots on which shall be subscribed the signatures of the Holders of

Notes or of their representatives by proxy and the principal amounts and serial numbers of the outstanding 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, at least in duplicate, of the proceedings of each meeting of Holders of Notes 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 fact, setting forth a copy of the notice of the meeting

and showing that said notice was given as provided in Section 14.02 and, if applicable, Section 14.04. Each copy shall be signed

and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Issuer

and the General Partner and another 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.

ARTICLE 15

GUARANTEES

Section 15.01. Guarantees.

(a) By its execution

hereof, each Guarantor acknowledges that it receives substantial benefits from the Issuer and that the Guarantors are providing their

Guarantees for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the

provisions of this Article 15, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not

merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes, to the extent lawful, and the Trustee

the full and punctual payment when due, whether at maturity, by acceleration, upon repurchase due to a Fundamental Change or otherwise,

of the principal of (including the repurchase price upon repurchase pursuant to Article 3), premium, if any, and Interest on the

Notes and all other obligations of the Issuer under this Indenture and the Notes (including, without limitation, interest accruing after

the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer

or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the indemnifications

provided herein) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Guarantor

agrees (to the extent lawful) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further

assent from it, and that it shall remain bound under this Article 15 notwithstanding any extension or renewal of any Guarantor Obligation.

(b) Each Guarantor waives

(to the extent lawful) presentation to, demand of, and protest to the Issuer of any of the Guarantor Obligations and also waives (to the

extent lawful) notice of protest for nonpayment. Each Guarantor waives (to the extent lawful) notice of any default under the Notes or

the Guarantor Obligations.

agrees that its Guarantee constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require

that any resort be had by any Holder to any security held for payment of the Guarantor Obligations.

(d) The obligations of

each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment

of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to

the extent lawful) be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity,

illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations

of each Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by

(1) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the

Issuer or any other person under this Indenture, the Notes or any other agreement or otherwise;

(2) any extension or renewal of any thereof;

(3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture

(other than the terms of this Guarantee), the Notes or any other agreement;

(4) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of

them;

(5) the failure of any Holder to exercise any right or remedy against any other Guarantor;

(6) any change in the ownership of the General Partner or the Issuer;

(7) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations;

(8) any other act or thing or omission or delay to do any other act or thing which may or might in any manner

or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.

(e) Each Guarantor agrees

that its Guarantee shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released

from its Guarantee in compliance with Section 15.03. Each Guarantor further agrees that its Guarantee shall continue to be effective

or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any

of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the General

Partner or the Issuer or otherwise.

(f) In furtherance of

the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof,

upon the failure of the Issuer to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by

acceleration, upon repurchase due to a Fundamental Change or otherwise, each Guarantor hereby promises to and shall, upon receipt of written

demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal

to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on

such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing

of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any Guarantor

whether or not a claim for post-filing or post-petition interest is allowed in such proceeding).

(g) Each Guarantor further

agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (i) the maturity of the Guarantor Obligations

guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee, notwithstanding any stay, injunction

or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed and (ii) in the event of any

such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith

become due and payable by the Guarantors for the purposes of such Guarantors’ Guarantee.

(h) Each Guarantor also

agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders

in enforcing any rights under this Section 15.01.

(i) Neither the Issuer

nor the Guarantors shall be required to make a notation on the Notes to reflect any Guarantee or any release, termination or discharge

thereof and any such notation shall not be a condition to the validity of any Guarantee.

Section 15.02. Additional Guarantees; Release of Guarantors

and Guarantee Obligations.

If the Issuer or any Subsidiary

Guarantor acquires or creates a Subsidiary, and such Subsidiary shall guarantee any other senior unsecured Debt of the Issuer, then such

Subsidiary shall become a Subsidiary Guarantor and execute and deliver to the Trustee a Guarantee substantially in the form attached as

Attachment 1 to the Form of Note attached as Exhibit A hereto, and deliver to the Trustee (i) an Opinion of Counsel

and (ii) an Officers’ Certificate satisfying the requirements of this Indenture, in each case, within 45 days following the

date it became such a guarantor of such other senior unsecured Debt of the Issuer (or such longer period as may be required to obtain

any necessary approvals under applicable laws or other regulatory requirements). The General Partner and the Issuer shall use commercially

reasonable efforts to obtain all approvals necessary to permit any Subsidiary to become a Subsidiary Guarantor as required hereby as promptly

as practicable.

Section 15.03. Limitation on Liability; Termination, Release

and Discharge.

(a) Any term or provision

of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount

as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections

from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee

or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not

constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under

any similar laws affecting the rights of creditors generally.

(b) Notwithstanding any

other provisions of this Indenture, unless otherwise already released in accordance with the terms of this Indenture, the Guarantee of

a Subsidiary Guarantor, if any, shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and

its obligations under the Guarantee and this Indenture shall be released and discharged in the following circumstances:

(1) any transaction that results in such Subsidiary Guarantor ceasing to be a Subsidiary of the Issuer;

(2) any sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (by

way of merger, consolidation, or otherwise) to a Person that is not (either before or after giving effect to such transaction) the General

Partner, the Issuer or another Subsidiary of the Issuer;

(3) any sale or other disposition of Capital Stock of such Subsidiary Guarantor to a Person that is not (either

before or after giving effect to such transaction) the General Partner, the Issuer or another Subsidiary of the Issuer;

(4) satisfaction and discharge of this Indenture pursuant to Article 11 of this Indenture; and

(5) if at any time when no Default has occurred and is continuing with respect to the Notes, such Subsidiary

Guarantor no longer guarantees (or which guarantee is being simultaneously released or will be immediately released after the release

of such Subsidiary Guarantor) any other senior unsecured Debt of the Issuer.

deliver an appropriate instrument evidencing the release of any Guarantor from the Guarantee Obligations upon receipt of a written request

of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel that such release of Guarantor is authorized or

permitted in accordance with the provisions of this Indenture and that all conditions precedent to such release have been satisfied.

Section 15.04. Right of Contribution.

(a) Each Guarantor

agrees that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) in respect of

the Guarantor Obligations, such Funding Guarantor shall be entitled to a contribution from each other Guarantor in a pro rata amount based

on the relative net worth of each Guarantor (including the Funding Guarantor) as of the date of such payment or distribution for all payments,

damages and expenses incurred by that Funding Guarantor in discharging the Guarantor Obligations. The provisions of this Section 15.04

shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders and each Guarantor shall remain

liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder.

(b) Any request, direction,

order or demand which by any provision of this Indenture is to be made by the Guarantors shall be sufficient if evidenced as described

in Section 16.03 hereof as if references therein to the Issuer were references to the Guarantors.

which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Notes to or

on the Guarantors may be given or served as described in Section 16.03 hereof as if references therein to the Issuer were references

to the Guarantors.

(d) Upon any demand,

request or application by the Guarantors to the Trustee to take any action under this Indenture, the Guarantors shall furnish to the Trustee

such certificates and opinions as are required in Section 16.05 hereof as if all references therein to the Issuer were references

to the Guarantors.

Section 15.05. No Subrogation.

Notwithstanding any payment

or payments made by any Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any

Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any

Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement

from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until the Guarantor Obligations are paid

in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations

shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from

other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received

by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations.

ARTICLE 16

MISCELLANEOUS PROVISIONS

Section 16.01. Provisions

Binding on Issuer’s and Guarantors’ Successors. All the covenants, stipulations, promises and agreements by the Issuer

or Guarantor contained in this Indenture shall bind their respective successors and assigns whether so expressed or not.

Section 16.02. Official

Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed

by any board, committee or officer of the Issuer shall and may be done and performed with like force and effect by the like board, committee

or officer of any Person that shall at the time be the lawful sole successor of the Issuer or Guarantor.

Section 16.03. Addresses

for Notices, etc. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served

by the Trustee or by the Holders of Notes on the Issuer or Guarantor shall be in writing and shall be deemed to have been sufficiently

given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail in a post office

letter box, or sent by overnight courier, or sent by electronic transmission addressed as follows:

To Issuer and General Partner:

c/o Innovative Industrial Properties, Inc.

11440 West Bernardo Court, Suite 220

San Diego, CA 92127

Attention: Chief Financial Officer

Email: david.smith@iipreit.com

Any notice, direction, request

or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, when received after

being given or served by being deposited, postage prepaid, by registered or certified mail in a post office letter box, or sent by overnight

courier, or sent by e-mail transmission addressed as follows:

Argent Institutional Trust Company

1715 North Westshore Blvd, Suite 750

Tampa, FL 33607

Attention: Debra Schachel

Email: DSchachel@argentfinancial.com

The Trustee, by notice to

the Issuer, may designate additional or different addresses for subsequent notices or communications.

Notwithstanding anything to

the contrary in this Indenture, any notice or communication to a Noteholder shall be given through the facilities of the Depositary in

accordance with the Depositary’s customary procedures; provided, however, that notices to holders holding certificated

Notes shall be given by mail or overnight courier to the addresses of such Holders as they appear in the Note Register.

Failure to provide a notice

or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders. If a notice or

communication is mailed or given in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 16.04. Governing Law.

This Indenture and the Notes

shall be governed by, and construed in accordance with, the internal laws of the State of New York, including without limitation, sections

5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b).

Section 16.05. Evidence of Compliance with Conditions Precedent,

Certificates to Trustee.

Upon any application or demand

by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee

an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed

action have been complied with, and, if requested by the Trustee, an Opinion of Counsel stating that, in the opinion of such counsel,

all such conditions precedent have been complied with, except that in the case of any such application or request as to which the furnishing

of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional

certificate or opinion need be furnished.

Each certificate or opinion

provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this

Indenture (excluding any certificate delivered pursuant to Section 4.08) shall include: (1) a statement that the person making

such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination

or investigation upon which the statement or opinion contained in such certificate or opinion is based; (3) a statement that, in

the opinion of such person, such person has made such examination or investigation as is necessary to enable such person to express an

informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not,

in the opinion of such person, such condition or covenant has been complied with; provided, however, that with respect to matters

of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Section 16.06. Legal Holidays.

In any case where any Interest

Payment Date, Fundamental Change Repurchase Date, Stated Maturity or Maturity Date of any Note, or the last date on which a Holder has

the right to exchange a Note, shall not be a Business Day, then (notwithstanding any other provision of this Indenture or any Note other

than a provision in such Note which specifically states that such provision shall apply in lieu hereof), any such action relating to the

payment of Interest or principal or exchange of such security may be taken on the next succeeding Business Day with the same force and

effect as if taken on the Interest Payment Date, Fundamental Change Repurchase Date, Stated Maturity or Maturity Date, or on such last

day for exchange, provided that no Interest shall accrue on the amount so payable for the period from and after such Interest Payment

Date, Fundamental Change Repurchase Date, Stated Maturity or Maturity Date, as the case may be.

Section 16.07. 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 in which property of the Issuer or its subsidiaries is located.

Section 16.08. Benefits of Indenture.

Nothing in this Indenture

or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any authenticating agent,

any Note Registrar and their successors hereunder and the Holders of Notes any benefit or any legal or equitable right, remedy or claim

under this Indenture.

Section 16.09. 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 16.10. Execution in Counterparts.

This Indenture may be executed

in any number of counterparts (including in .pdf form), each of which shall be an original, but such counterparts shall together constitute

but one and the same instrument. All notices, approvals, consents, requests and any communications hereunder must be in writing (provided

that any communications sent to 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 Adobe (or such other digital signature provider as specified in writing to Trustee by the authorized representative),

in English. The Issuer agrees to assume all risks arising out of the use of using 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 16.11. Severability.

In case any provision in this

Indenture or in the Notes shall be invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining

provisions shall not in any way be affected or impaired thereby.

Section 16.12. Withholding Taxes.

Each Holder of a Note agrees

that, in the event that it is deemed to have received a distribution that is subject to U.S. federal income tax as a result of an adjustment

or the non-occurrence of an adjustment to the Exchange Rate, any resulting withholding taxes (including backup withholding) may be withheld

from interest and payments upon exchange, repurchase, or maturity of the Notes. If any withholding taxes (including backup withholding)

are paid on behalf of a Holder or beneficial owner of Notes, then those withholding taxes may be withheld from or set off against payments

of cash or the delivery, if any, in respect of the Notes (or, in some circumstances, any payments on the Common Stock) or sale proceeds

received by, or other funds or assets of, that Holder or beneficial owner.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused

this Indenture to be duly executed as of the date first written above.

INNOVATIVE INDUSTRIAL PROPERTIES, INC., as Guarantor

By:

/s/ David Smith

Name: David Smith

Title: Chief Financial Officer and Treasurer

IIP OPERATING PARTNERSHIP, LP, as Issuer

By:

Innovative Industrial Properties, Inc., as the sole general partner

By:

/s/ David Smith

Name: David Smith

Title: Chief Financial Officer and Treasurer

ARGENT INSTITUTIONAL TRUST COMPANY, as Trustee

By:

/s/ Debra A. Schachel

Name: Debra A. Schachel

Title: Director

Schedule

The following table sets forth the number of Additional

Shares by which the Exchange Rate shall be increased pursuant to Section 13.04(c) based on the Stock Price and the Effective

Date set forth below.

IIP

Common Stock Price

Effective Date

$60.34

$62.50

$67.50

$69.39

$70.00

$72.50

$75.00

$77.50

$80.00

$85.00

$90.00

June 15, 2026

2.1618

1.8245

1.4820

1.1856

0.9303

0.7117

0.5265

0.3717

0.2451

0.0709

0.0000

June 15, 2027

2.1618

1.8245

1.4820

1.1856

0.9303

0.7117

0.5265

0.3717

0.2451

0.0709

0.0000

June 15, 2028

2.1618

1.8245

1.4820

1.1856

0.9041

0.6654

0.4693

0.3116

0.1888

0.0371

0.0000

June 15, 2029

2.1618

1.1555

0.4854

0.0000

Exhibit A

[Include only for Global Notes]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE

OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE “DEPOSITARY,” WHICH TERM INCLUDES ANY SUCCESSOR

DEPOSITARY FOR THE CERTIFICATES) TO THE ISSUER 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY

(AND ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE

DEPOSITARY), 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 for all Notes]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY

INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED

OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF

THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE

144A UNDER THE SECURITIES ACT (“RULE 144A”)); (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR

WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE

TO SALES OF THIS SECURITY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), ONLY (A) TO IIP OPERATING PARTNERSHIP,

LP (THE “ISSUER”), (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE UNDER RULE 144A, IN COMPLIANCE WITH

RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT

OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (C) UNDER

ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S

RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER UNDER CLAUSE (C) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION

AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS

TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

A-1

IIP OPERATING PARTNERSHIP, LP

No. [______]

CUSIP: [______]

ISIN: [______]

6.000% EXCHANGEABLE SENIOR NOTES DUE 2029

$[______]

Principal Amount $[ ]

[as revised by the Schedule of Increases

and Decreases in the Global Security attached hereto](1)

IIP Operating Partnership, LP

6.000% Exchangeable Senior Notes due 2029

IIP Operating Partnership, LP, a Delaware limited

partnership, promises to pay to [ ] [include “Cede & Co.” for Global Security] or registered assigns, the

principal amount of $[ ] on June 15, 2029 (the “Maturity Date”).

Interest Payment Dates: June 15 and December 15,

beginning on December 15, 2026.

Regular Record Dates: June 1 and December 1,

beginning on December 1, 2026.

Additional provisions of this Note are set forth

on the other side of this Note.

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

DATED:

IIP OPERATING PARTNERSHIP, LP

By:

Innovative Industrial Properties, Inc., as its sole general partner

By:

Name:

Title:

TRUSTEE’S

CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated therein referred to in the within-mentioned

Indenture.

Dated:

Argent Institutional Trust Company, as Trustee

By:

Authorized Signatory

[FORM OF

REVERSE SIDE OF NOTE]

IIP

OPERATING PARTNERSHIP, LP

6.000%

EXCHANGEABLE SENIOR NOTES DUE 2029

This Note is one of a duly authorized issue of

securities of the Issuer (herein called the “Notes”), issued under an Indenture dated as of June 15, 2026 (herein

called the “Indenture”) by and among the Issuer, Innovative Industrial Properties, Inc., a Maryland corporation,

and Argent Institutional Trust Company, herein called the “Trustee”, and reference is hereby made to the Indenture

for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee and the Holders

of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is not subject to redemption

at the option of the Issuer prior to the Maturity Date and does not benefit from a sinking fund.

As provided in and subject to the provisions of

the Indenture, upon the occurrence of a Fundamental Change, the Holder of this Note will have the right, at such Holder’s option,

to require the Issuer to purchase this Note, or any portion of this Note such that the principal amount of this Note that is not purchased

equals $1,000 or an integral multiple of $1,000 in excess thereof, on the Fundamental Change Repurchase Date at a price equal to the Fundamental

Change Repurchase Price for such Fundamental Change Repurchase Date.

As provided in and subject to the provisions of

the Indenture, the Holder hereof has the right, at any time prior to the Close of Business on the second Scheduled Trading Day immediately

preceding the Maturity Date, to exchange this Note or a portion of this Note such that the principal amount of this Note that is not exchanged

equals $1,000 or an integral multiple of $1,000 in excess thereof, into shares of Common Stock in accordance with Article 13 of the

Indenture.

As provided in and subject to the provisions of

the Indenture, the Issuer will make all payments in respect of the Fundamental Change Repurchase Price for, and the principal amount of,

this Note to the Holder that surrenders this Note to the Paying Agent to collect such payments in respect of this Note. The Issuer 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 permits, with certain exceptions

as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders

of the Notes to be effected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of a majority

in principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages

in principal amount of the Notes at the time outstanding, on behalf of the Holders of all Notes, to waive compliance by the Issuer with

certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by

the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued

upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is

made upon this Note.

As provided in and subject to the provisions of

the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture, or for the

appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written

notice of a continuing Event of Default with respect to the Note, the Holders of not less than 25% in principal amount of the Notes at

the time outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee

and offered, and if requested, provided to the Trustee indemnity, and the Trustee shall not have received from the Holders of a majority

in principal amount of Notes at the time outstanding a written direction that, in the opinion of the Trustee, is inconsistent with such

request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of such security

or indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal

hereof or interest hereon or amounts due upon exchange on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision

of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay or deliver,

as the case may be, the principal of (including the Fundamental Change Repurchase Price), interest on and the consideration due upon exchange

of, this Note at the time, place and rate, and in the coin and currency, herein prescribed.

As provided in the Indenture and subject to certain

limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration

of transfer at the office or agency of the Issuer in any place where the principal of and interest on this Note are payable, duly endorsed

by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed by, the

Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized

denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form

without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject

to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor

of a different authorized denomination, as requested by the Holder surrendering the same.

Prior to due presentment of this Note for registration

of transfer, the Issuer, the Trustee and any agent of the Issuer or Trustee may treat the Person in whose name the Note is registered

as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trustee nor any such agent shall

be affected by notice to the contrary.

No service charge shall be made for any such registration

of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable

in connection therewith. All defined terms used in this Note that are defined in the Indenture shall have the meanings assigned to them

in the Indenture. If any provision of this Note limits, qualifies or conflicts with a provision of the Indenture, such provision of the

Indenture shall control.

This Note shall be governed by, and construed

in accordance with, the laws of the State of New York.

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

TEN–ENT

as tenant by the entireties

UNIF GIFT MIN ACT

Uniform Gifts to Minors Act

Cust

Custodian

JT–TEN

as joint tenants with right of survivorship and not under Uniform Gifts to Minors Act

(State)

Additional abbreviations may also be used though not in the above list.

ATTACHMENT

FORM OF GUARANTEE

Each Guarantor listed below (hereinafter referred

to as the “Guarantors” which term includes any successors or assigns under the Indenture, dated as of June 15, 2029,

among Innovative Industrial Properties, Inc., the Issuer (as defined below) and Argent Institutional Trust Company, as trustee (the

“Indenture”)), unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally

with each other Guarantor and each other guarantor party to the Indenture, the Guarantor Obligations (as defined in Section 15.01(a) of

the Indenture), which include: (i) the full and punctual payment when due, whether at the Maturity Date, upon acceleration, upon

repurchase or redemption, upon a repurchase due to a Fundamental Change or otherwise, of the principal of (including the Fundamental Change

Repurchase Price upon repurchase pursuant to Article 3 of the Indenture), premium, if any, and interest and Additional Interest,

if any, on the 6.00% Exchangeable Senior Notes due 2029 (the “Notes”) of IIP Operating Partnership, LP, a Delaware limited

partnership (the “Issuer”), and all other obligations of the Issuer to the Holders or the Trustee under the Indenture or under

the Notes (including fees, expenses or other (including, without limitation, interest accruing after the filing of any petition in bankruptcy,

or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim

for post-filing or post-petition interest is allowed in such proceeding and the indemnifications provided in the Indenture)); and (ii) in

case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in

full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call

for redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations

set forth in Section 15.03 of the Indenture.

The obligations of each Guarantor to the Holders

of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the

Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee.

No past, present or future director, officer, employee,

incorporator or stockholder (direct or indirect) of any Guarantor (or any such successor entity), as such, shall have any liability for

any obligations of such Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such

obligations or their creation.

Each Guarantor hereby waives diligence, presentment,

demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding

first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever.

This is a continuing Guarantee and shall remain

in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of

the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure

to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment

of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend

to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance

and not of collectability.

This Guarantee shall not be valid or obligatory

for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been signed, in the

name and on behalf of the Trustee under the Indenture, manually or by facsimile or other electronic imaging means by one of the authorized

officers of the Trustee under the Indenture.

The obligations of each Guarantor under this Guarantee

shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.

THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED

HEREIN BY REFERENCE.

Capitalized terms used herein have the same meanings

given in the Indenture unless otherwise indicated.

[Signature page follows.]

IN WITNESS WHEREOF, the Guarantor has caused this

Guarantee to be duly executed, as of __________ ___, 202_.

[GUARANTOR SIGNATURE BLOCKS]

By:

Name:

Title:

ATTACHMENT

FORM OF EXCHANGE NOTICE

TO:

IIP Operating Partnership, LP

Argent Institutional Trust Company, as Trustee

The undersigned Holder of this Note hereby irrevocably exercises the

option to exchange this Note, or a portion hereof (which is such that the principal amount of the portion of this Note that will not be

exchanged equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, for cash, shares of Common Stock (and cash

in lieu of fractional shares of Common Stock) or a combination thereof 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 exchange, together with any

Notes representing any unexchanged principal amount hereof, be paid and/or issued and/or delivered, as the case may be, to the registered

Holder hereof unless a different name is indicated below.

Subject to certain exceptions set forth in the Indenture, if this notice

is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment

Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable

on such Interest Payment Date on the principal amount of this Note to be exchanged. If any shares of Common Stock are to be issued in

the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and

transfer as set forth in the Indenture.

Principal amount to be exchanged (in an integral multiple of $1,000,

if less than all).

Dated:

Signature(s)

Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Signature Guarantee

The following information must be provided to complete the exchange

of your Notes for Common Stock.

Please print name and address

(Name)

(Street Address)

(City, State and Zip Code)

Social Security or Other Taxpayer Identification Number:

NOTICE: The signature on this Exchange Notice 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

Form of

REPURCHASE NOTICE

TO:

IIP Operating Partnership, LP

Argent Institutional Trust Company, as Trustee

The undersigned registered owner of this Note hereby acknowledges receipt

of a notice from IIP Operating Partnership, LP (the “Issuer”) as to the occurrence of a Fundamental Change with respect

to the Issuer and specifying the Fundamental Change Repurchase Date and requests and instructs the Issuer to pay to the registered holder

hereof in accordance with the applicable provisions of the Indenture referred to in this Note (i) the entire principal amount of

this Note, or the portion thereof (that is such that the portion not to be purchased has a principal amount equal to $1,000 or an integral

multiple of $1,000 in excess thereof) below designated, and (ii) if such Fundamental Change Repurchase Date does not occur during

the period after a Regular Record Date and on or prior to the Interest Payment Date corresponding to such Regular Record Date, accrued

and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date.

NOTICE: The above signatures 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. Note

Certificate Number (if applicable): ______

Principal amount to be repurchased (if less than all, must be $1,000

or whole multiples thereof): _____

Social Security or Other Taxpayer Identification Number: _

Dated:

Signature(s)

Signature Guarantee

ATTACHMENT

Form of

ASSIGNMENT

For value received __________________ hereby sell(s) assign(s) and

transfer(s) unto ______________________ (Please insert social security or other Taxpayer Identification Number of assignee) the within

Note, and hereby irrevocably constitutes and appoints ____________________ attorney to transfer said Note on the books of the Issuer,

with full power of substitution in the premises.

In connection with any transfer of the Note, the undersigned confirms

that such Note is being transferred:

To IIP Operating Partnership, LP, Innovative Industrial Properties, Inc.;

To a person whom the undersigned reasonably believes is a “qualified

institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities

Act”)

Pursuant to an exemption from registration under the Securities

Act provided by Rule 144 thereunder (if available); or

Pursuant to an effective registration statement under the Securities

Act, in each of the above cases, in accordance with any applicable securities laws of the United States.

Unless one of the boxes is checked, the Trustee will refuse to register

any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof.

Dated:

Signature(s)

Signature Guarantee

NOTICE: The signature on this 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.

[Include Schedule I only

for a Global Note]

SCHEDULE

OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Global Note is [_______] DOLLARS

($[_____]). The following increases or decreases in part of this Note have been made:

Date

Amount of

Increase in

Principal

Amount of this

Note

Amount of

Decrease in

Principal

Amount of this

Note

Principal Amount

of this Note

following such

Increase or

Decrease

Signature of Authorized

Officer or Trustee

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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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

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-Section 425

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