Form 8-K

8-K — AST SpaceMobile, Inc.

Accession: 0001493152-26-033912

Filed: 2026-07-20

Period: 2026-07-15

CIK: 0001780312

SIC: 4899 (COMMUNICATION SERVICES, NEC)

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 — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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GRAPHIC (ex4-1_002.jpg)

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GRAPHIC (ex4-1_004.jpg)

GRAPHIC (ex4-1_005.jpg)

GRAPHIC (ex99-1_001.jpg)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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2026-07-15

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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): July 15, 2026

AST

SpaceMobile, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39040

84-2027232

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

Midland

International Air & Space Port

2901

Enterprise Lane

Midland,

Texas

79706

(Address of principal executive

offices)

(Zip Code)

Registrant’s

telephone number, including area code: (432) 276-3966

N/A

(Former

name or former address, if changed since last report.)

Check

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

any of the following provisions:

☐

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

☐

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

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

☐

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

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class A common stock,

par value $0.0001 per share

ASTS

The Nasdaq Stock Market

LLC

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 ☐

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

July 20, 2026, AST SpaceMobile, Inc. (the “Company”) completed its previously announced private offering (the “Offering”)

of $1.0 billion aggregate principal amount of 1.625% Convertible Senior Notes due 2034 (the “Notes”). Pursuant to

the purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers an option

to purchase, for settlement within the 13-day period beginning on, and including, July 20, 2026, up to an additional $150 million principal

amount of Notes (the “Notes Option”). The Notes issued on July 20, 2026 do not include any Notes that may be purchased

pursuant to the Notes Option. The Notes were issued pursuant to an indenture, dated July 20, 2026 (the “Indenture”),

between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general unsecured obligations of the

Company and will mature on February 1, 2034, unless earlier converted or repurchased. Interest on the Notes will accrue at a rate of

1.625% per year from July 20, 2026 and will be payable semiannually in arrears on February 1 and August 1 of each year, beginning on

February 1, 2027. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day

immediately preceding November 1, 2033 only under the following conditions: (1) during any calendar quarter commencing after the calendar

quarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s Class

A common stock, par value $0.0001 per share (the “Class A Common Stock”), for at least 20 trading days (whether or

not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding

calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business

day period after any ten consecutive trading day period (the “Measurement Period”) in which the “trading price”

(as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the Measurement Period was less than 98%

of the product of the last reported sale price of the Class A Common Stock and the conversion rate on each such trading day; or (3) upon

the occurrence of specified corporate events as set forth in the Indenture. On or after November 1, 2033 until the close of business

on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their

Notes, at any time, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing conditions.

Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of Class

A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s election, in the manner and subject

to the terms and conditions provided in the Indenture.

The

conversion rate for the Notes will initially be 12.5672 shares of Class A Common Stock per $1,000 principal amount of Notes, which is

equivalent to an initial conversion price of approximately $79.57 per share of Class A Common Stock. The initial conversion price of

the Notes represents a premium of approximately 20% above the last reported sale price of the Class A Common Stock on the Nasdaq Global

Select Market on July 15, 2026. The conversion rate for the Notes is subject to adjustment in some events in accordance with the terms

of the Indenture but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur

prior to the maturity date of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for

a holder who elects to convert its Notes in connection with such a corporate event.

The

Company may not redeem the Notes prior to the maturity date, and no sinking fund is provided for the Notes.

the Company undergoes a “fundamental change” (as defined in the Indenture), then, subject to certain conditions and except

as described in the Indenture, holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental

change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but

excluding, the fundamental change repurchase date.

The

Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due

and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become

automatically due and payable. The following events are considered “events of default” under the Indenture:

● default

in any payment of interest on any Note when due and payable and the default continues for

a period of 30 days;

● default

in the payment of principal of any Note when due and payable at its stated maturity, upon

any required repurchase, upon declaration of acceleration or otherwise;

● failure

by the Company to comply with its obligation to convert the Notes in accordance with the

Indenture upon exercise of a holder’s conversion right and such failure continues for

five business days;

● failure

by the Company to give (i) a fundamental change notice or notice of a make-whole fundamental

change, in either case when due and such failure continues for five business days or (ii)

notice of a specified corporate transaction when due and such failure continues for three

business days;

● failure

by the Company to comply with its obligations in respect of any consolidation, merger or

sale of assets;

● failure

by the Company for 60 days after written notice from the trustee or the holders of at least

25% in principal amount of the Notes then outstanding has been received to comply with any

of the Company’s other agreements contained in the Notes or the Indenture;

● default

by the Company or any of its “significant subsidiaries” (as defined in the Indenture)

with respect to any mortgage, agreement or other instrument under which there may be outstanding,

or by which there may be secured or evidenced, any indebtedness for money borrowed with principal

amount in excess of $50.0 million (or its foreign currency equivalent) in the aggregate of

the Company and/or any of the Company’s significant subsidiaries, whether such indebtedness

now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being

declared due and payable prior to its stated maturity date or (ii) constituting a failure

to pay the principal of any such debt when due and payable (after the expiration of all applicable

grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration

or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have

been rescinded or annulled or such failure to pay or default shall not have been cured or

waived, or such indebtedness is not paid or discharged, as the case may be, within 45 days

after written notice to the Company by the trustee or to the Company and the trustee by holders

of at least 25% in aggregate principal amount of the Notes then outstanding in accordance

with the Indenture; and

● certain

events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s

significant subsidiaries.

case certain events of bankruptcy, insolvency or reorganization occur with respect to the Company, 100% of the principal of, and accrued

and unpaid interest, if any, on, all outstanding Notes will automatically become due and payable. If an event of default with respect

to the Notes (other than certain events of bankruptcy, insolvency or reorganization with respect to the Company) occurs and is continuing,

the trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company

and the trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due

and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an

event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the

first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the

Notes.

The

Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially

all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another person (other than any

such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries but, for

the avoidance of doubt, in the case of any such sale, conveyance, transfer or lease, the transferee shall not succeed to, and the Company

shall not be discharged from, its obligations under the Notes or the Indenture) (a “Business Combination Event”),

unless (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined

in the Indenture) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia,

and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under

the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred

and is continuing under the Indenture. Upon any such Business Combination Event, the successor entity (if not the Company) shall succeed

to, and may exercise every right and power of, the Company’s under the Indenture, and the Company shall be discharged from its

obligations under the Notes and the Indenture except in the case of any such lease.

copy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated

herein by reference (and this description is qualified in its entirety by reference to such document).

The

Company’s net proceeds from the Offering were approximately $983.6 million, after deducting the initial purchasers’ discounts

and commissions and the estimated offering expenses payable by the Company. The Company used $96.9 million of the net proceeds from the

Offering to pay the cost of the capped call transactions described below. The Company intends to use the remaining net proceeds from

the Offering to pursue an expanding universe of growth initiatives and secure additional access to orbit for its space-based cellular

broadband network, including partnerships and/or acquisitions to further vertically integrate its business and mitigate risks associated

with third-party launch providers. The Company currently does not have any understandings or agreements with respect to any such strategic

transactions.

Capped

Call Transactions

July 15, 2026, in connection with the pricing of the Notes, the Company entered into capped call transactions with certain of the initial

purchasers of the Notes or their respective affiliates and other financial institutions, pursuant to capped call confirmations in substantially

the form filed as Exhibit 10.1 to this Current Report on Form 8-K, which Exhibit is incorporated herein by reference (and this description

is qualified in its entirety by reference to such form). The capped call transactions are expected generally to reduce the potential

dilution to the Class A Common Stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make

in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on

a cap price initially equal to $149.1975 per share (which represents a premium of 125% over the last reported sale price of the Class

A Common Stock of $66.31 per share on the Nasdaq Global Select Market on July 15, 2026), and is subject to certain adjustments under

the terms of the capped call transactions.

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.

The

Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2)

of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were resold by the initial purchasers

to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2)

and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made

by the initial purchasers in the purchase agreement dated July 15, 2026 by and among the Company and the representatives of the initial

purchasers.

The

Notes and the shares of Class A Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities

Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

the extent that any shares of Class A Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated

to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration

is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Class A Common Stock. Initially,

a maximum of 15,080,600 shares of Class A Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion

rate of 15.0806 shares of Class A Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment

provisions (and assuming the Notes Option is not exercised).

Item

8.01 Other Events.

July 15, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is filed as Exhibit

99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements including statements concerning the Offering of the Notes and the capped

call transactions and the anticipated use of proceeds from the Offering. The words “believe,” “may,” “will,”

“estimate,” “continue,” “anticipate,” “intend,” “expect,” “seek,”

“plan,” “project,” “target,” “looking ahead,” “look to,” “move into,”

and similar expressions are intended to identify forward-looking statements. Forward-looking statements represent the Company’s

current beliefs, estimates and assumptions only as of the date of this Current Report on Form 8-K and information contained in this Current

Report on Form 8-K should not be relied upon as representing the Company’s estimates as of any subsequent date. These forward-looking

statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results

could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to, market risks,

trends and conditions. These risks are not exhaustive. Further information on these and other risks that could affect the Company’s

results is included in its filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form

10-K for the fiscal year ended December 31, 2025, its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, and

the future reports that it may file from time to time with the SEC. The Company assumes no obligation to, and does not currently intend

to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required

by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

4.1

Indenture, dated as of July 20, 2026, by and between AST SpaceMobile, Inc. and U.S. Bank Trust Company, National Association, as Trustee

4.2

Form of Global Note, representing AST SpaceMobile, Inc.’s 1.625% Convertible Senior Notes due 2034 (included as Exhibit A to the Indenture filed as Exhibit 4.1)

10.1

Form of Confirmation for Base Capped Call Transactions, dated July 15, 2026

99.1

Press release titled “AST SpaceMobile Announces Pricing of Private Offering of $1.0 Billion of Convertible Senior Notes Due 2034 (Effective Conversion Price of $149.20 per Share with Capped Call)”, dated July 15, 2026

104

Cover

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

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

AST

SPACEMOBILE, INC.

Date:

July

20, 2026

By:

/s/

Andrew M. Johnson

Andrew

M. Johnson

Chief

Financial Officer and Chief Legal Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

AST

SPACEMOBILE, INC.

AND

U.S.

BANK TRUST COMPANY, NATIONAL ASSOCIATION,

Trustee

INDENTURE

Dated

as of July 20, 2026

1.625%

Convertible Senior Notes due 2034

TABLE

OF CONTENTS

Page

Article

Definitions

Section

1.01.

Definitions

Section

1.02.

References

to Interest

Article

Issue,

Description, Execution, Registration and Exchange of Notes

Section

2.01.

Designation

and Amount

Section

2.02.

Form

of Notes

Section

2.03.

Date

and Denomination of Notes; Payments of Interest and Defaulted Amounts

Section

2.04.

Execution,

Authentication and Delivery of Notes

Section

2.05.

Exchange

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

Section

2.06.

Mutilated,

Destroyed, Lost or Stolen Notes

Section

2.07.

Temporary

Notes

Section

2.08.

Cancellation

of Notes Paid, Converted, Etc

Section

2.09.

CUSIP

Numbers

Section

2.10.

Additional

Notes; Repurchases

Article

Satisfaction

and Discharge

Section

3.01.

Satisfaction

and Discharge

Article

Particular

Covenants of the Company

Section

4.01.

Payment

of Principal and Interest

Section

4.02.

Maintenance

of Office or Agency

Section

4.03.

Appointments

to Fill Vacancies in Trustee’s Office

Section

4.04.

Provisions

as to Paying Agent

Section

4.05.

Existence

Section

4.06.

Rule

144A Information Requirement and Annual Reports

Section

4.07.

Stay,

Extension and Usury Laws

Section

4.08.

Compliance

Certificate; Statements as to Defaults

Section

4.09.

Further

Instruments and Acts

Article

Lists

of Holders and Reports by the Company and the Trustee

Section

5.01.

Lists

of Holders

Section

5.02.

Preservation

and Disclosure of Lists

Article

Defaults

and Remedies

Section

6.01.

Events

of Default

Section

6.02.

Acceleration;

Rescission and Annulment

Section

6.03.

Additional

Interest

Section

6.04.

Payments

of Notes on Default; Suit Therefor

Section

6.05.

Application

of Monies Collected by Trustee

Section

6.06.

Proceedings

by Holders

Section

6.07.

Proceedings

by Trustee

Section

6.08.

Remedies

Cumulative and Continuing

Section

6.09.

Direction

of Proceedings and Waiver of Defaults by Majority of Holders

Section

6.10.

Notice

of Defaults

Section

6.11.

Undertaking

to Pay Costs

Article

Concerning

the Trustee

Section

7.01.

Duties

and Responsibilities of Trustee

Section

7.02.

Reliance

on Documents, Opinions, Etc

Section

7.03.

Responsibility for Recitals, Etc

Section

7.04.

Trustee,

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

Section

7.05.

Monies

and Shares of Common Stock to Be Held in Trust

Section

7.06.

Compensation

and Expenses of Trustee

Section

7.07.

Officer’s

Certificate as Evidence

Section

7.08.

Eligibility

of Trustee

Section

7.09.

Resignation

or Removal of Trustee.

Section

7.10.

Acceptance

by Successor Trustee

Section

7.11.

Succession

by Merger, Etc

Section

7.12.

Trustee’s

Application for Instructions from the Company

Article

Concerning

the Holders

Section

8.01.

Action

by Holders

Section

8.02.

Proof

of Execution by Holders

Section

8.03.

Who

Are Deemed Absolute Owners

Section

8.04.

Company-Owned

Notes Disregarded

Section

8.05.

Revocation

of Consents; Future Holders Bound

Article

Holders’

Meetings

Section

9.01.

Purpose

of Meetings

Section

9.02.

Call

of Meetings by Trustee

Section

9.03.

Call

of Meetings by Company or Holders

Section

9.04.

Qualifications

for Voting

Section

9.05.

Regulations

Section

9.06.

Voting

Section

9.07.

Delay of Rights by Meeting

Article

Supplemental

Indentures

Section

10.01.

Supplemental

Indentures Without Consent of Holders

Section

10.02.

Supplemental

Indentures with Consent of Holders

Section

10.03.

Effect

of Supplemental Indentures

Section

10.04.

Notation

on Notes

Section

10.05.

Evidence

of Compliance of Supplemental Indenture to Be Furnished to Trustee

Article

Consolidation,

Merger, Sale, Conveyance and Lease

Section

11.01.

Company

May Consolidate, Etc. on Certain Terms

Section

11.02.

Successor

Corporation to Be Substituted

Article

Immunity

of Incorporators, Stockholders, Officers and Directors

Section

12.01.

Indenture

and Notes Solely Corporate Obligations

Article

[Intentionally

Omitted]

Article

Conversion

of Notes

Section

14.01.

Conversion

Privilege.

Section

14.02.

Conversion

Procedure; Settlement Upon Conversion.

Section

14.03.

Increased

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

Section

14.04.

Adjustment

of Conversion Rate

iii

Section

14.05.

Adjustments

of Prices

Section

14.06.

to Be Fully Paid

Section

14.07.

Effect

of Recapitalizations, Reclassifications and Changes of the Common Stock.

Section

14.08.

Certain

Covenants

Section

14.09.

Responsibility

of Trustee

Section

14.10.

[Reserved]

Section

14.11.

Stockholder

Rights Plans

Section

14.12.

Exchange

in Lieu of Conversion.

Article

Repurchase

of Notes at Option of Holders

Section

15.01.

[Intentionally

Omitted].

Section

15.02.

Repurchase

at Option of Holders Upon a Fundamental Change.

Section

15.03.

Withdrawal

of Fundamental Change Repurchase Notice

Section

15.04.

Deposit

of Fundamental Change Repurchase Price

Section

15.05.

Covenant

to Comply with Applicable Laws Upon Repurchase of Notes

Article

Redemption

Section

16.01.

Redemption.

Article

Miscellaneous

Provisions

Section

17.01.

Provisions

Binding on Company’s Successors

Section

17.02.

Official

Acts by Successor Corporation

Section

17.03.

Addresses

for Notices, Etc

Section

17.04.

Governing

Law; Jurisdiction

Section

17.05.

Evidence

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

Section

17.06.

Legal

Holidays

Section

17.07.

Security Interest Created

Section

17.08.

Benefits

of Indenture

Section

17.09.

Table

of Contents, Headings, Etc

Section

17.10.

Authenticating

Agent

Section

17.11.

Execution

in Counterparts

Section

17.12.

Severability

Section

17.13.

Waiver

of Jury Trial

Section

17.14.

Force

Majeure

Section

17.15.

Calculations

Section

17.16.

USA

PATRIOT Act

Section

17.17.

Electronic

Signatures

EXHIBIT

Exhibit

Form

of Note

A-1

INDENTURE

dated as of July 20, 2026 between AST SPACEMOBILE, INC., a Delaware corporation, as issuer (the “Company,” as more

fully set forth in ‎Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the

“Trustee,” as more fully set forth in ‎Section 1.01).

I T N E S S E T H:

WHEREAS,

for its lawful corporate purposes, the Company has duly authorized the issuance of its 1.625% Convertible Senior Notes due 2034 (the

“Notes”), initially in an aggregate principal amount not to exceed $1,000,000,000 (as increased by an amount equal

to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option

to purchase additional Notes as set forth in the Purchase Agreement), and in order to provide the terms and conditions upon which the

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

WHEREAS,

the Form of Note, the certificate of authentication to be borne by each Note, the Form of Notice of Conversion, the Form of Fundamental

Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter

provided; and

WHEREAS,

all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly

authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture

a valid agreement according to its terms, have been done and performed, and the execution of this Indenture and the issuance hereunder

of the Notes have in all respects been duly authorized.

NOW,

THEREFORE, THIS INDENTURE WITNESSETH:

That

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

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

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

as follows:

Article

Definitions

Section

1.01. Definitions. The terms defined in this ‎Section 1.01 (except as herein otherwise expressly provided or unless

the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective

meanings specified in this ‎Section 1.01. The words “herein,” “hereof,” “hereunder” and

words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms

defined in this Article include the plural as well as the singular.

“1%

Exception” shall have the meaning specified in ‎Section 14.04(k).

“Additional

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

“Additional

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

“Affiliate”

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

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

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

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

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

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

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

“Bid

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

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

“Board

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

“Board

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

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

“Business

Combination Event” shall have the meaning specified in ‎Section 11.01.

“Business

Day” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of

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

“Capital

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

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

into or exchangeable for any securities otherwise constituting Capital Stock pursuant to this definition.

“Cash

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

“Clause

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

“Clause

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

“Clause

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

“close

of business” means 5:00 p.m. (New York City time).

“Combination

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

“Commission”

means the U.S. Securities and Exchange Commission.

“Common

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

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

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

“Common

Stock” means the Class A common stock of the Company, par value $0.0001 per share, at the date of this Indenture, subject to

‎Section 14.07.

“Company”

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

its successors and assigns.

“Company

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

“Conversion

Agent” shall have the meaning specified in ‎Section 4.02.

“Conversion

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

“Conversion

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

“Conversion

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

“Conversion

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

“Conversion

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

“Corporate

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

“Corporate

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

at the date hereof is located at U.S. Bank Trust Company, National Association, 633 West 5th Street, 24th Floor, Los Angeles, California

90071, Attention: B. Scarbrough (AST SpaceMobile, Inc. Administrator), or such other address as the Trustee may designate from time to

time by notice to the Holders and the Company, or the designated corporate trust office of any successor trustee (or such other address

as such successor trustee may designate from time to time by notice to the Holders and the Company).

“Custodian”

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

“Daily

Conversion Value” means, for each of the 20 consecutive Trading Days during the relevant Observation Period, 5.0% of the product

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

“Daily

Measurement Value” means the Specified Dollar Amount (if any), divided by 20.

“Daily

Settlement Amount,” for each of the 20 consecutive Trading Days during the relevant Observation Period, shall consist of:

(a)

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

(b)

if the Daily Conversion 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 Conversion Value for such Trading Day and the Daily Measurement Value for such Trading

Day, divided by (ii) the Daily VWAP for such Trading Day.

“Daily

VWAP” means, for each of the 20 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted

average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “ASTS <equity> AQR” (or

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

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

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

independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined

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

“Default”

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

“Default

Interest” shall have the meaning specified in ‎Section 2.03(c).

“Default

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

of $1,000, subject to change in accordance with ‎Section 14.02(a)(iii).

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

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

shall mean or include such successor.

“Designated

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

“Distributed

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

“Effective

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

14.05, “Effective Date” means the first date on which shares of the Common Stock trade on the applicable exchange

or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable. For the avoidance

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

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

“Event

of Default” shall have the meaning specified in ‎Section 6.01.

“Ex-Dividend

Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market,

regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from

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

For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of shares of the Common

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

“Exchange

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

“Exchange

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

“Exempted

Fundamental Change” shall have the meaning specified in ‎Section 15.02(f).

“Form

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

Note attached hereto as Exhibit A.

“Form

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

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

“Form

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

“Form

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

attached hereto as Exhibit A.

“Fundamental

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

(a)

except in connection with transactions described in clause (b) below, a “person” or “group” within the meaning

of Section 13(d) of the Exchange Act, other than the Company, its direct or indirect Wholly Owned Subsidiaries and the employee benefit

plans of the Company and its Wholly Owned Subsidiaries, has become and files a Schedule TO (or any successor schedule, form or report)

or any schedule, form or report under the Exchange Act that discloses that such “person” or “group” has become

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

representing more than 50% of the outstanding shares of the Common Stock, unless such beneficial ownership arises solely as a result

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

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

Act regardless of whether such a filing has actually been made; provided that no “person” or “group” shall

be deemed to be the beneficial owner of any securities tendered pursuant to a tender or exchange offer made by or on behalf of such “person”

or “group” until such tendered securities are accepted for purchase or exchange under such offer;

(b)

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

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

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

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

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

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

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

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

Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially

the same proportions (relative to each other) as such ownership immediately prior to such transaction shall not be a Fundamental Change

pursuant to this clause (b);

(c)

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

(d)

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

Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors);

provided,

however, that a transaction or transactions described in clause (b) above shall not constitute a Fundamental Change, if at least

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

and cash payments made in respect of dissenters’ appraisal rights, in connection with such transaction or transactions consists

of shares of common stock that are listed or quoted on any of The New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq

Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such

transaction or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration,

excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights (subject to the

provisions of ‎Section 14.02(a)). If any transaction in which the Common Stock is replaced by the common stock or other Common Equity

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

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

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

to such other entity.

“Fundamental

Change Company Notice” shall have the meaning specified in ‎Section 15.02(c).

“Fundamental

Change Repurchase Date” shall have the meaning specified in ‎Section 15.02(a).

“Fundamental

Change Repurchase Notice” shall have the meaning specified in ‎Section 15.02(b)(i).

“Fundamental

Change Repurchase Price” shall have the meaning specified in ‎Section 15.02(a).

The

terms “given”, “mailed”, “notify” or “sent” with respect

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

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

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

its address as it appears on the Note Register (in the case of a Physical Note), in each case, in accordance with ‎Section 17.03.

Notice so “given” shall be deemed to include any notice to be “mailed” or “delivered,” as applicable,

under this Indenture.

“Global

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

“Holder,”

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

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

“Indenture”

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

“Initial

Purchasers” means the several initial purchasers named in Schedule I to the Purchase Agreement.

“Interest

Payment Date” means each February 1 and August 1 of each year, beginning on February 1, 2027.

“Irrevocable

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

“last

date of original issuance” means (a) with respect to any Notes issued pursuant to the Purchase Agreement, and any Notes issued

in exchange therefor or in substitution thereof, the later of (i) the date the Company first issues such Notes and (ii) the last date

any Notes are originally issued pursuant to the exercise of the Initial Purchasers’ option to purchase additional Notes as set

forth in the Purchase Agreement; and (b) with respect to any additional Notes issued pursuant to ‎Section 2.10, and any Notes issued

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

date any Notes are originally issued as part of the same offering pursuant to the exercise of an option granted to the initial purchaser(s)

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

Trustee before the original issuance of such Notes.

“Last

Reported Sale Price” of the Common Stock (or any other security for which a Last Reported Sale Price must be determined) on

any date means the closing sale price (or if no closing sale price is reported, the average of the bid and ask prices or, if more than

one in either case, the average of the average bid and the average ask prices) per share of the Common Stock (or such other security)

on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common

Stock (or such other security) is traded. If the Common Stock (or such other security) is not listed for trading on a U.S. national or

regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price

per share of the Common Stock (or such other security) in the over-the-counter market on the relevant date as reported by OTC Markets

Group Inc. or a similar organization. If the Common Stock (or such other security) is not so quoted, the “Last Reported Sale

Price” shall be the average of the mid-point of the last bid and ask prices per share of the Common Stock (or such other security)

on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for

this purpose. The “Last Reported Sale Price” shall be determined without regard to after-hours trading or any other

trading outside of regular trading session hours.

“Make-Whole

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

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

definition thereof).

“Make-Whole

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

“Market

Disruption Event” means, for the purposes of determining amounts due upon conversion (a) a failure by the primary U.S. national

or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its

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

Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed

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

or in any options contracts or futures contracts relating to the Common Stock.

“Maturity

Date” means February 1, 2034.

“Measurement

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

“Note”

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

“Note

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

“Notice

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

“Observation

Period” with respect to any Note surrendered for conversion means: (i) if the relevant Conversion Date occurs prior to November

1, 2033, the 20 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion

Date; and (ii) if the relevant Conversion Date occurs on or after November 1, 2033, the 20 consecutive Trading Days beginning on, and

including, the 21st Scheduled Trading Day immediately preceding the Maturity Date.

“Offering

Memorandum” means the preliminary offering memorandum dated July 15, 2026, as supplemented by the related pricing term sheet

dated July 15, 2026, relating to the offering and sale of the Notes.

“Officer”

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

the Chief Legal Officer, the Treasurer, the Secretary, any Executive or Senior Vice President or any Vice President (whether or not designated

by a number or numbers or word or words added before or after the title “Vice President”).

“Officer’s

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

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

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

the principal executive, financial or accounting officer of the Company.

“open

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

“Opinion

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

counsel who is reasonably acceptable to the Trustee, which opinion may contain customary exceptions and qualifications as to the matters

set forth therein, that is delivered to the Trustee. Each such opinion shall include the statements provided for in ‎Section 17.05

if and to the extent required by the provisions of such ‎Section 17.05.

“outstanding,”

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

authenticated and delivered by the Trustee under this Indenture, except:

(a)

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

(b)

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

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

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

(c)

Notes that have been paid pursuant to the second paragraph of ‎Section 2.06 or Notes in lieu of which, or in substitution for which,

other Notes shall have been authenticated and delivered pursuant to the terms of ‎Section 2.06 unless proof satisfactory to the Trustee

is presented that any such Notes are held by protected purchasers in due course; and

(d)

Notes converted pursuant to ‎Article 14 and required to be cancelled pursuant to ‎Section 2.08.

“Paying

Agent” shall have the meaning specified in ‎Section 4.02.

“Person”

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

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

“Physical

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

multiples thereof.

“Physical

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

“Predecessor

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

particular Note; and, for the purposes of this definition, any Note authenticated and delivered under ‎Section 2.06 in lieu of or

in exchange for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed

or stolen Note that it replaces.

“Purchase

Agreement” means that certain Purchase Agreement, dated July 15, 2026, among the Company, AST & Science, LLC and UBS Securities

LLC, Barclays Capital Inc. and BofA Securities, Inc., as representatives of the several initial purchasers named therein.

“Qualified

Successor Entity” means, with respect to a Business Combination Event, a corporation; provided, however, that

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

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

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

also constitute a Qualified Successor Entity with respect to such Business Combination Event, provided that, in the case of this

clause (ii), (1) if such limited liability company or limited partnership is not treated as a corporation or an entity disregarded as

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

recognized tax counsel to the effect that such Business Combination Event will not be treated as an exchange under Section 1001 of the

U.S. Internal Revenue Code of 1986, as amended, for Holders or beneficial owners of the Notes and (y) such limited liability company

or limited partnership is a direct or indirect, wholly owned subsidiary of a corporation duly organized and existing under the laws of

the United States of America, any State thereof or the District of Columbia; (2) such Business Combination Event constitutes a Share

Exchange Event whose Reference Property consists solely of any combination of cash in U.S. dollars and shares of common stock or other

corporate Common Equity interests of a corporation described in clause (1)(y); and (3) if the Qualified Successor Entity is disregarded

as separate from its owner for U.S. federal income tax purposes, its regarded owner is a U.S. person for U.S. federal income tax purposes.

“Record

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

(or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or such

other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination

of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date

is fixed by the Board of Directors, by statute, by contract or otherwise).

“Reference

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

“Regular

Record Date,” with respect to any Interest Payment Date, means the January 15 or July 15 (whether or not such day is a Business

Day) immediately preceding the applicable February 1 or August 1 Interest Payment Date, respectively.

“Responsible

Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including

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

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

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

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

“Restricted

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

“Restrictive

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

“Rule

12b-25” means Rule 12b-25 as promulgated under the Exchange Act.

“Rule

144” means Rule 144 as promulgated under the Securities Act.

“Rule

144A” means Rule 144A as promulgated under the Securities Act.

“Scheduled

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

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

“Scheduled Trading Day” means a Business Day.

“Securities

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

“Settlement

Amount” shall have the meaning specified in ‎Section 14.02(a)(iv).

“Settlement

Method” means, with respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as

elected (or deemed to have been elected) by the Company.

“Settlement

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

“Share

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

“Significant

Subsidiary” means a Subsidiary of the Company that is a “significant subsidiary” as defined in Article 1, Rule

1-02(w) of Regulation S-X promulgated by the Commission.

“Specified

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

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

“Spin-Off”

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

“Stock

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

“Subsidiary”

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

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

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

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

of such Person.

“Successor

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

“Trading

Day” means, except for determining amounts due upon conversion, 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 Nasdaq Global Select Market or, if the Common Stock (or such

other security) is not then listed on the Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange

on which the Common Stock (or such other security) is then listed or, if the Common Stock (or such other security) is not then listed

on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock (or such other security)

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

on such securities exchange or market; provided that if the Common Stock (or such other security) is not so listed or traded,

“Trading Day” means a Business Day; and provided further that, for purposes of determining amounts due upon

conversion only, “Trading Day” means a day on which (x) there is no Market Disruption Event and (y) trading in the

Common Stock generally occurs on the Nasdaq Global Select Market or, if the Common Stock is not then listed on the Nasdaq Global Select

Market, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common

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

is then listed or admitted for trading, except that if the Common Stock is not so listed or admitted for trading, “Trading Day”

means a Business Day.

“Trading

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

Solicitation Agent for $5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date

from three independent nationally recognized securities dealers the Company selects for this purpose; provided that if three such

bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall

be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If, on any date,

the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes on such date from a nationally

recognized securities dealer, then the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the

product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on such date of determination.

“transfer”

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

“Trigger

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

“Trust

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

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

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

“Trustee”

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

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

each Person who is then a Trustee hereunder.

“unit

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

“Valuation

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

“Wholly

Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this

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

reference to “100%,” the calculation of which shall exclude nominal amounts of the voting power of shares of Capital Stock

or other interests in the relevant Subsidiary not held by such Person to the extent required to satisfy local minority interest requirements

outside of the United States.

Section

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

in this Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable

pursuant to either of ‎Section 4.06(d) or ‎Section 6.03. Unless the context otherwise requires, any express mention

of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where

such express mention is not made.

Article

Issue,

Description, Execution, Registration and Exchange of Notes

Section

2.01. Designation and Amount. The Notes shall be designated as the “1.625% Convertible Senior Notes due 2034.” The

aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $1,000,000,000

(as may be increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers

pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), subject to ‎Section

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

to the extent expressly permitted hereunder.

Section

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

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

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

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

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

Any

Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the

provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable

law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which

the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special

limitations or restrictions to which any particular Notes are subject.

Any

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

executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions

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

or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or

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

Each

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

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

of outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions,

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

of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner

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

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

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

Section

2.03. Date and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered

form without coupons in minimum denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the

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

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

actually elapsed in a 30-day month.

(b)

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

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

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

by the Company for such purposes in the continental United States of America, which shall initially be the Corporate Trust Office and

(y) in the case of any Global Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary

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

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

appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000,

either by check mailed to each such Holder or, upon written application by such a Holder to the Note Registrar not later than the relevant

Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States if such

Holder has provided the Company, the Trustee or the Paying Agent (if other than the Trustee) with the requisite information necessary

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

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

(c)

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

at the rate then borne by the Notes (any such interest, “Default Interest”), subject to the enforceability thereof

under applicable law, from, and including, such relevant payment date, and such Defaulted Amounts together with such Default Interest

thereon shall be paid by the Company, at its election in each case, as provided in clause ‎(i) or ‎(ii) below:

(i)

The Company may elect to make payment of any Defaulted Amounts and Default Interest to the Persons in whose names the Notes (or their

respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts

and Default Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of

the Defaulted Amounts and Default Interest proposed to be paid on each Note and the date of the proposed payment (which shall be not

less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same

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

Amounts and Default Interest 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 and Default

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

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

less than 10 days after the receipt by the Trustee of the notice of the proposed payment (unless the Trustee shall consent to an earlier

date). The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense

of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and Default Interest and the special record date

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

Defaulted Amounts and Default Interest and the special record date therefor having been so delivered, such Defaulted Amounts and Default

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

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

(ii)

The Company may make payment of any Defaulted Amounts and Default Interest 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 written notice given by the Company to the Trustee of the

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

the Company may make payment of any Defaulted Amounts and Default Interest relating to any amounts due upon conversion of the Notes in

a manner other than as provided in ‎Section 2.03(c)(i); provided that such manner would be permitted under the terms of this

Indenture if such amounts due upon conversion were not Defaulted Amounts or Default Interest.

(iii)

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

Interest, or with respect to the nature, extent, or calculation of the amount of Defaulted Amounts or Default Interest owed, or with

respect to the method employed in such calculation of the Defaulted Amounts or Default Interest.

(iv)

For the avoidance of doubt, if any Defaulted Amounts, together with any Default Interest thereon, are paid to Holders in accordance with

the terms of this Indenture prior to (i) the expiration of any applicable grace period with respect to the Default in the relevant payment

as set forth in ‎Section 6.01 or (ii) if later, the delivery of any notice of acceleration with respect to the Event of Default relating

to such Default in the relevant payment, such Default or Event of Default shall be deemed cured and the Notes shall not be subject to

acceleration pursuant to ‎Section 6.02 on account of such Default or Event of Default.

Section

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

manual, facsimile or electronic signature of its Chief Executive Officer or Chief Financial Officer.

any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company

to the Trustee for authentication, together with a Company Order (such Company Order to include the terms of the Notes) for the authentication

and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without

any further action by the Company hereunder; provided that, subject to ‎Section 17.05, the Trustee shall receive an Officer’s

Certificate and an Opinion of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes.

Only

such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as

Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as

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

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

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

Indenture.

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

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

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

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

Company, although at the date of the execution of this Indenture any such person was not such an Officer.

Section

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

(a)

The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office

or agency of the Company designated pursuant to ‎Section 4.02, the “Note Register”) in which, subject to

such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such

register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The

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

as herein provided. The Company may appoint one or more co-Note Registrars in accordance with ‎Section 4.02.

Upon

surrender for registration of transfer of any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements

for such transfer set forth in this ‎Section 2.05, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall

authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations

and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture.

Notes

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

to be exchanged at any such office or agency maintained by the Company pursuant to ‎Section 4.02. Whenever any Notes are so surrendered

for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange

is entitled to receive, bearing registration numbers not contemporaneously outstanding.

All

Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company,

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

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

service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange

or registration of transfer of Notes, but the Company or the Trustee may require a Holder to pay a sum sufficient to cover any documentary,

stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon

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

of transfer.

None

of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange for other Notes or register a

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

surrendered for conversion or (ii) any Notes, or a portion of any Note, surrendered for required repurchase upon a Fundamental Change

(and not withdrawn) in accordance with ‎Article 15.

All

Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations

of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration

of transfer or exchange.

(b)

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

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

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

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

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

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

(c)

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

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

the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this ‎Section

2.05(c) (including the Restrictive Notes Legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise

waived by written consent of the Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof,

agrees to be bound by all such restrictions on transfer. As used in this ‎Section 2.05(c) and ‎Section 2.05(d),

the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Any

certificate evidencing a Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any,

issued upon conversion thereof, which shall bear the legend set forth in ‎Section 2.05(d), if applicable) shall bear a legend in

substantially the following form (the “Restrictive Notes Legend”) (unless (x) such Notes have been transferred pursuant

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

the time of such transfer, (y) such Notes have been sold pursuant to the exemption from registration provided by Rule 144 or any similar

provision then in force under the Securities Act, or (z) otherwise agreed by the Company in writing, with notice thereof to the Trustee):

THIS

SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT

BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF

A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)

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

144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2)

AGREES FOR THE BENEFIT OF AST SPACEMOBILE, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE

TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT:

(A)

TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)

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

(C)

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

(D)

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

REQUIREMENTS OF THE SECURITIES ACT.

PRIOR

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

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

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

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

transfer of any Note required to bear the legend above will be registered by the Note Registrar unless the applicable box on the Form

of Assignment and Transfer has been checked.

Any

Note (or security issued in exchange or substitution therefor) (i) that has been transferred pursuant to a registration statement that

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

or (ii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under

the Securities Act, shall, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this ‎Section

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

Legend required by this ‎Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct

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

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

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

2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in writing after a registration

statement, if any, with respect to the Notes or any Common Stock issued upon conversion of the Notes has become or been declared effective

under the Securities Act.

Notwithstanding

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

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

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

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

succeeding paragraph.

The

Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company

to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the

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

(i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global

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

the Exchange Act and a successor Depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has

occurred and is continuing and, subject to the Depositary’s applicable procedures, a beneficial owner of any Note requests that

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

Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause

(iii), a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such

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

related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes

in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled.

Physical

Notes issued in exchange for all or a part of the Global Note pursuant to this ‎Section 2.05(c) shall be registered in such names

and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise,

or, in the case of clause (iii) of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee in

writing. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical

Notes are so registered.

such time as all interests in a Global Note have been converted, canceled, repurchased upon a Fundamental Change or transferred, such

Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and existing instructions

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

Notes, converted, canceled, repurchased upon a Fundamental Change or transferred to a transferee who receives Physical Notes therefor

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

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

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

to reflect such reduction or increase.

None

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

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

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

Depositary relating to those interests.

(d)

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

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

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

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

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

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

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

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

THIS

SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT

BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF

A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)

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

144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2)

AGREES FOR THE BENEFIT OF AST SPACEMOBILE, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE

TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT:

(A)

TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)

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

(C)

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

(D)

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

REQUIREMENTS OF THE SECURITIES ACT.

PRIOR

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

COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER

TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO

REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Any

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

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

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

certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common

Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear

the restrictive legend required by this ‎Section 2.05(d).

The

Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed

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

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

and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture,

and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(e)

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

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

be resold by the Company or such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or resold

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

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

Section

2.06. Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the

Company in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall

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

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

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

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

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

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

The

Trustee or such authenticating agent may authenticate any such substituted Note and deliver the same upon the receipt of such security

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

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

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

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

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

or has been surrendered for required repurchase upon a Fundamental Change or is about to be converted in accordance with ‎Article

14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute Note,

pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a

mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and,

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

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

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

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

Every

substitute Note issued pursuant to the provisions of this ‎Section 2.06 by virtue of the fact that any Note is destroyed, lost or

stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall

be found at any time, and shall be entitled to all the benefits of (but shall be subject to all the limitations set forth in) this Indenture

equally and proportionately with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held

and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement, payment, conversion

or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any

law or statute existing or hereafter enacted to the contrary with respect to the replacement, payment, conversion or repurchase of negotiable

instruments or other securities without their surrender.

Section

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

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

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

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

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

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

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

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

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

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

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

Indenture as Physical Notes authenticated and delivered hereunder.

Section

2.08. Cancellation of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment at

maturity, repurchase upon a Fundamental Change, registration of transfer or exchange or conversion (other than any Notes exchanged pursuant

to ‎Section 14.12), if surrendered to the Company or any of its agents or Subsidiaries, to be surrendered to the Trustee for

cancellation. All Notes delivered to the Trustee shall be canceled promptly by it in accordance with its customary procedures, upon the

Company’s written request. Except for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly

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

for cancellation. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition,

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

Section

2.09. CUSIP Numbers. The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if

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

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

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

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

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

Section

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

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

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

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

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

such additional Notes shall have one or more separate CUSIP numbers. Prior to the issuance of any such additional Notes, the Company

shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate

and Opinion of Counsel to cover such matters, in addition to those required by ‎Section 17.05, as the Trustee shall reasonably

request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are

surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through

a privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled

swaps or other derivatives, in each case, without the consent of or notice to the Holders of the Notes. The Company may, at its option

and to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation any Notes that it may repurchase,

in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under

Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes initially

issued hereunder for U.S. federal income tax or securities law purposes, such reissued or resold Notes shall have one or more separate

CUSIP numbers. Any Notes that the Company may repurchase shall be considered outstanding for all purposes under this Indenture (other

than, at any time when such Notes are held by the Company, any of the Company’s Subsidiaries or Affiliates or any Subsidiary of

any of the Company’s Affiliates, as set forth in ‎Section 8.04) unless and until such time as the Company surrenders

them to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee shall cancel all Notes so surrendered.

Article

Satisfaction

and Discharge

Section

3.01. Satisfaction and Discharge. (a) This Indenture and the Notes shall cease to be of further effect when (i) all Notes theretofore

authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted

as provided in ‎Section 2.06 and (y) Notes for whose payment money has heretofore been deposited in trust or segregated and

held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in ‎Section 4.04(d))

have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or delivered to Holders, as applicable,

after the Notes have become due and payable, whether on the Maturity Date, any Fundamental Change Repurchase Date, upon conversion or

otherwise, cash or cash and/or shares of Common Stock, solely to satisfy the Company’s Conversion Obligation, sufficient to pay

all of the outstanding Notes and all other sums due and payable under this Indenture or the Notes by the Company; and (b) the Trustee

upon request of the Company contained in an Officer’s Certificate and at the expense of the Company, shall execute instruments

reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture and the Notes, when the Company has delivered

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

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

and discharge of this Indenture or the earlier resignation or removal of the Trustee, the obligations of the Company to the Trustee under

‎Section 7.06 shall survive.

Article

Particular

Covenants of the Company

Section

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

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

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

Any

applicable withholding taxes (including backup withholding) may be withheld from payments of interest and payments upon conversion, repurchase

or maturity of the Notes, or if any withholding taxes (including backup withholding) are paid on behalf of a Holder or beneficial owner,

those withholding taxes may be withheld from payments of cash or Common Stock, if any, payable on the Notes (or, in some circumstances,

any payments on the Common Stock) or sales proceeds received by, or other funds or assets of, the Holder or beneficial owner.

Section

4.02. Maintenance of Office or Agency. The Company will maintain in the continental United States of America an office or agency

where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (“Paying

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

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

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

fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the

Corporate Trust Office or the office or agency of the Trustee in the continental United States of America.

The

Company may also from time to time designate as co-Note Registrars one or more other offices or agencies where the Notes may be presented

or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation

or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the continental United States

of America for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of

any change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent”

include any such additional or other offices or agencies, as applicable.

The

Company hereby initially designates the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate

Trust Office as the office or agency in the continental United States of America where Notes may be surrendered for registration of transfer

or exchange or for presentation for payment or repurchase or for conversion and where notices and demands to or upon the Company in respect

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

process for the Company.

Section

4.03. Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in

the office of Trustee, will appoint, in the manner provided in ‎Section 7.09, a Trustee, so that there shall at all times

be a Trustee hereunder.

Section

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

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

to the provisions of this ‎Section 4.04:

(i)

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

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

(ii)

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

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

payable; and

(iii)

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

sums so held in trust.

The

Company shall, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or

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

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

will promptly notify the Trustee in writing of any failure to take such action; provided that if such deposit is made on the due

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

(b)

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

Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit

of the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable)

and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and

of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable)

of, or accrued and unpaid interest on, the Notes when the same shall become due and payable.

(c)

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

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

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

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

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

(d)

Subject to applicable escheatment laws, any money and shares of Common Stock deposited with the Trustee or any Paying Agent, or then

held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of,

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

principal (including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become

due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held

by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor,

look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money

and shares of Common Stock, and all liability of the Company as trustee thereof, shall thereupon cease.

(e)

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

Paying Agent for the Notes.

Section

4.05. Existence. Subject to ‎Article 11, the Company shall do or cause to be done all things necessary to preserve

and keep in full force and effect its corporate existence.

Section

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

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

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

provide to the Trustee and shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes

or any shares of Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4)

under the Securities Act to facilitate the resale of such Notes or shares of Common Stock pursuant to Rule 144A.

(b)

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

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

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

to confidential treatment and any correspondence with the Commission, and after giving effect to any grace period provided by Rule 12b-25

(or any successor thereto), which grace period, for the avoidance of doubt, shall be deemed applicable whether or not the Company checks

the box in the relevant Rule 12b-25 filing indicating the Company expects to file such report within the applicable Rule 12b-25 grace

period). Documents filed by the Company with the Commission via the Commission’s EDGAR system (or any successor system) shall be

deemed to be filed with the Trustee for purposes of this ‎Section 4.06(b) as of the time such documents are filed via the

EDGAR system (or such successor), it being understood that the Trustee shall not be responsible for determining whether such filings

have been made.

(c)

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

purposes only, and the information and the Trustee’s receipt of such shall not constitute actual or constructive notice of any

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

its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).

(d)

If, at any time after the date that is six months after the last date of original issuance of the Notes, the Company has failed to file

any report or other materials that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange

Act, as applicable, during the preceding 12 months (after giving effect to all applicable grace periods thereunder and other than current

reports on Form 8-K (which, for the avoidance of doubt, shall be deemed to include any grace period provided for by Rule 12b-25 whether

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

Rule 12b-25 grace period)), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s

Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (as a result

of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest

on the Notes. Such Additional Interest shall accrue on the Notes at a rate equal to 0.50% per annum of the principal amount of the Notes

outstanding for each day on which the Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely

tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates

at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms

of this Indenture or the Notes). As used in this ‎Section 4.06(d), reports or other materials that the Company is required

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

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

(e)

[Reserved].

(f)

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

on the Notes; provided, however, that if a failure to file giving rise to the Company’s obligation to pay Additional

Interest pursuant to ‎Section 4.06(d) initially occurs on or after the close of business on a Regular Record Date and prior

to the open of business on the corresponding Interest Payment Date, then the amount of Additional Interest accruing as a result of such

failure to file in respect of the period from, and including, the first date such failure occurs to, but excluding, such Interest Payment

Date will not be payable on such Interest Payment Date but will instead be deemed to accrue entirely on such Interest Payment Date and

be payable on the Interest Payment Date next succeeding such corresponding Interest Payment Date, and no interest shall accrue in respect

of such delay.

(g)

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

shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election

pursuant to ‎Section 6.03. However, in no event shall Additional Interest payable for the Company’s failure to comply

with its obligations to file any report or other materials that the Company is required to file with the Commission pursuant to Section

13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder, including any grace period

provided by Rule 12b-25 (or any successor rule), which grace period, for the avoidance of doubt, shall be deemed applicable whether or

not the Company checks the box in the relevant Rule 12b-25 filing indicating the Company expects to file such report within the applicable

Rule 12b-25 grace period and other than current reports on Form 8-K), as set forth in ‎Section 4.06(d), together with any

Additional Interest that may accrue in the event the Company elects to pay Additional Interest in respect of an Event of Default relating

to the Company’s failure to comply with its reporting obligations pursuant to ‎Section 6.03, accrue at a rate in excess

of 1.00% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to

pay such Additional Interest.

(h)

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

Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which

such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such

Officer’s Certificate, the Trustee may conclusively assume without inquiry that no such Additional Interest is payable. If the

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

Certificate setting forth the particulars of such payment.

(i)

Without limiting the generality of ‎Section 2.05(c) or ‎Section 2.05(d), if a Holder of any Note or a holder of

any share of Common Stock issued upon conversion of any Note, or an owner of a beneficial interest in any Global Note, or in a global

certificate representing any share of Common Stock issued upon conversion of any Note, transfers such Note or share of Common Stock in

compliance with Rule 144 and delivers to the Company a written request, certifying that it is not, and has not been at any time during

the preceding three months, an Affiliate of the Company, to reissue such Note or share of Common Stock without a restrictive legend,

then the Company shall cause the same to occur promptly following such request (and, if applicable, cause such Note or share of Common

Stock to thereafter be represented by an “unrestricted” CUSIP number in the facilities of the related Depositary), and the

Company shall use its commercially reasonable efforts to cause such occurrence within two Trading Days of such request.

Section

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

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

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

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

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

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

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

Section

4.08. Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end

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

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

such Event of Default and the nature thereof.

addition, the Company shall deliver to the Trustee, within 30 days after the Company obtains knowledge of the occurrence of any Event

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

action that the Company is taking or proposing to take in respect thereof; provided that the Company is not required to deliver

such notice if such Event of Default or Default has been cured (or deemed cured).

Section

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

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

Article

Lists

of Holders and Reports by the Company and the Trustee

Section

5.01. Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually,

not more than 15 days after each January 15 and July 15 in each year beginning with January 15, 2027, and at such other times as the

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

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

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

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

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

Section

5.02. Preservation and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all

information as to the names and addresses of the Holders contained in the most recent list furnished to it as provided in ‎Section

5.01 or maintained by the Trustee in its capacity as Note Registrar, if so acting. The Trustee may dispose of any list furnished to it

as provided in ‎Section 5.01 upon receipt of a new list so furnished.

Article

Defaults

and Remedies

Section

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

(a)

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

(b)

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

of acceleration or otherwise;

(c)

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

conversion right and such failure continues for five Business Days;

(d)

failure by the Company to give (i) a Fundamental Change Company Notice in accordance with ‎Section 15.02(c) or notice of a

Make-Whole Fundamental Change in accordance with ‎Section 14.03(b), in either case when due and such failure continues for

five Business Days, or (ii) notice of a specified corporate transaction or event in accordance with ‎Section 14.01(b)(ii)

or ‎14.01(b)(iii) when due and such failure continues for three Business Days;

(e)

failure by the Company to comply with its obligations under ‎Article 11;

(f)

failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes

then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or this Indenture;

(g)

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

which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with principal amount

in excess of $50,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary,

whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due

and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable

(after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration

or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to

pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 45 days

after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal

amount of Notes then outstanding in accordance with this Indenture;

(h)

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

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

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

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

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

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

(i)

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

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

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

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

remain undismissed and unstayed for a period of 60 consecutive days.

Section

6.02. Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing, then, and

in each and every such case (other than an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i) with

respect to the Company), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the

Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with ‎Section

8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued

and unpaid interest, if any, on, all the 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(h) or ‎Section 6.01(i) with respect to the Company

occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically

be immediately due and payable.

The

immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have

been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered

as hereinafter provided, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and

(2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid

interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to ‎Section

6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate

principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events

of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist,

and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver

or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent

thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect

any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price,

if applicable) of, or accrued and unpaid interest, if any, on, any Notes, or (ii) a failure to pay or deliver, as the case may be, the

consideration due upon conversion of the Notes.

For

the avoidance of doubt, any failure by the Company to provide any notice under this Indenture other than as set forth in ‎Section

6.01(d) shall be subject to ‎Section 6.01(f) (including the 60-day cure period contained therein), and any related Default or Event

of Default shall be deemed cured upon delivery of such notice to the applicable recipient prior to (i) the expiration of such 60-day

period provided for in ‎Section 6.01(f) or (ii) if later, the delivery of a notice of acceleration with respect to such Event of

Default, in each case, whether or not the events or circumstances that are the subject of such notice have already occurred at the time

such notice is given.

Section

6.03. Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company

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

‎Section 4.06(b) shall, for the first 365 days after the occurrence of such an Event of Default, consist exclusively of the

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

for each day that such Event of Default is continuing during the first 180 days after the occurrence of such Event of Default and (y)

0.50% per annum of the principal amount of the Notes outstanding from the 181st day to, and including, the 365th day following the occurrence

of such Event of Default, as long as such Event of Default is continuing. Subject to the last paragraph of this ‎Section 6.03,

Additional Interest payable pursuant to this ‎Section 6.03 shall be in addition to, not in lieu of, any Additional Interest

payable pursuant to ‎Section 4.06(d). If the Company so elects, such Additional Interest shall accrue and be payable in the

same manner and on the same dates as the stated interest payable on the Notes. On the 366th day after such Event of Default (if the Event

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

not cured or waived prior to such 366th day), the Notes shall be immediately subject to acceleration as provided in ‎Section

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

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

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

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

as provided in ‎Section 6.02 as a result of the Event of Default pursuant to ‎Section 6.01(f) if such Event of

Default is then continuing.

order to elect to pay Additional Interest as the sole remedy during the first 365 days after the occurrence of any Event of Default relating

to the Company’s failure to comply with its obligations as set forth in ‎‎Section 4.06(b) in accordance with the immediately

preceding paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent (if other than the Trustee) in

writing of such election prior to the beginning of such 365-day period. Upon the failure to timely give such notice to Holders, the Notes

shall be immediately subject to acceleration as provided in ‎Section 6.02. For the avoidance of doubt, if (x) the Company timely

elects to pay Additional Interest pursuant to this ‎Section 6.03 as the sole remedy during the first 365 days after the occurrence

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

in accordance with the immediately preceding paragraph, (y) the Company pays such Additional Interest in accordance with this ‎Section

6.03 and this Indenture and (z) the Company files the delinquent reports that were required to be filed and gave rise to the relevant

Event of Default (in each case in clause (z) pursuant to the provisions set forth in ‎Section 4.06(b)) prior to the 366th day after

the occurrence of such Event of Default (or prior to the delivery of any related notice of acceleration on or after such 366th day),

such Event of Default shall be deemed cured and the Notes shall not be subject to acceleration as a result of the initial failure to

comply with the Company’s obligations as set forth in ‎‎Section 4.06(b).

no event shall Additional Interest payable at the Company’s election for failure to comply with its obligations as set forth in

‎Section 4.06(b) as set forth in this ‎Section 6.03, together with any Additional Interest that may accrue as a result of the

Company’s failure to file any report or other materials that the Company is required to file with the Commission pursuant to Section

13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder, including any grace period

provided by Rule 12b-25 (or any successor rule), which grace period, for the avoidance of doubt, shall be deemed applicable whether or

not the Company checks the box in the relevant Rule 12b-25 filing indicating the Company expects to file such report within the applicable

Rule 12b-25 grace period and other than current reports on Form 8-K), pursuant to ‎Section 4.06(d), accrue at a rate in excess of

1.00% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay

such Additional Interest.

Section

6.04. Payments of Notes on Default; Suit Therefor. If an Event of Default described in clause ‎(a) or ‎(b)

of ‎Section 6.01 shall have occurred and be continuing, the Company shall, upon demand of the Trustee, pay to the Trustee,

for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if any, with

interest on any overdue principal and interest, if any, at the rate borne by the Notes at such time and, in addition thereto, such further

amount as shall be sufficient to cover any amounts due to the Trustee under ‎Section 7.06. If the Company shall fail to pay

such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding

for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same

against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided

by law out of the property of the Company or any other obligor upon the Notes, wherever situated.

the event there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the

Notes under Title 11 of the United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy

or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or such

other obligor, the property of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company

or such other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective

of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective

of whether the Trustee shall have made any demand pursuant to the provisions of this ‎Section 6.04, shall be entitled and empowered,

by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and accrued and

unpaid interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers

or documents and to take such other actions as it may deem necessary or advisable in order to have the claims of the Trustee (including

any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders

allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its or their creditors, or its or their

property, and to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same

after the deduction of any amounts due to the Trustee under ‎Section 7.06; and any receiver, assignee or trustee in bankruptcy or

reorganization, liquidator, custodian or similar official is hereby authorized by each of the Holders to make such payments to the Trustee,

as administrative expenses, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders,

to pay to the Trustee any amount due it for reasonable compensation, expenses, advances and disbursements, including agents and counsel

fees and expenses, and including any other amounts due to the Trustee under ‎Section 7.06, incurred by it up to the date of such

distribution. To the extent that such payment of reasonable compensation, expenses, advances and disbursements out of the estate in any

such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and

all distributions, dividends, monies, securities and other property that the Holders of the Notes may be entitled to receive in such

proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.

Nothing

herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan

of reorganization, arrangement, adjustment or composition affecting such Holder or the rights of any Holder thereof, or to authorize

the Trustee to vote in respect of the claim of any Holder in any such proceeding.

All

rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the

possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding

instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after

provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,

be for the ratable benefit of the Holders of the Notes.

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.

case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or

abandoned because of any waiver pursuant to ‎Section 6.09 or any rescission and annulment pursuant to ‎Section 6.02 or for any

other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Holders and the Trustee

shall, subject to any determination in such proceeding, be restored respectively to their several positions and rights hereunder, and

all rights, remedies and powers of the Company, the Holders and the Trustee shall continue as though no such proceeding had been instituted.

Section

6.05. Application of Monies Collected by Trustee. Any monies or property collected by the Trustee pursuant to this ‎Article

6 with respect to the Notes shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of

such monies or property, upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender

thereof, if fully paid:

First,

to the payment of all amounts due the Trustee in all of its capacities under this Indenture;

Second,

in case the principal of the outstanding Notes shall not have become due and be unpaid, to the payment of interest on, and any cash due

upon conversion of, the Notes in default in the order of the date due of the payments of such interest and cash due upon conversion,

as the case may be, with interest (to the extent that such interest has been collected by the Trustee) upon such overdue payments at

the rate borne by the Notes at such time, such payments to be made ratably to the Persons entitled thereto;

Third,

in case the principal of the outstanding Notes shall have become due, by declaration or otherwise, and be unpaid, to the payment of the

whole amount (including, if applicable, the payment of the Fundamental Change Repurchase Price and any cash due upon conversion) then

owing and unpaid upon the Notes for principal and interest, if any, with interest on the overdue principal and, to the extent that such

interest has been collected by the Trustee, upon overdue installments of interest at the rate borne by the Notes at such time, and in

case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such

principal (including, if applicable, the Fundamental Change Repurchase Price and any cash due upon conversion) and interest without preference

or priority of principal over interest, or of interest over principal or of any installment of interest over any other installment of

interest, or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the Fundamental Change

Repurchase Price and any cash due upon conversion) and accrued and unpaid interest; and

Fourth,

to the payment of the remainder, if any, to the Company.

Section

6.06. Proceedings by Holders. Except to enforce the right to receive payment of principal (including, if applicable, the Fundamental

Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion,

no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture or the Notes to institute any

suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver,

trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:

(a)

such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein

provided;

(b)

Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee

to institute such action, suit or proceeding in its own name as Trustee hereunder;

(c)

such Holders shall have offered, and if requested, provided to the Trustee such security or indemnity reasonably satisfactory to it against

any loss, claim, liability or expense to be incurred therein or thereby;

(d)

the Trustee for 60 days after its receipt of such notice, request and offer, or provision, of such security or indemnity, shall have

neglected or refused to institute any such action, suit or proceeding; and

(e)

no direction that, in the opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the

Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to ‎Section

6.09, it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and

Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision

of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference

to any other such Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions

or forbearances are unduly prejudicial to such Holder), or to enforce any right under this Indenture, except in the manner herein provided

and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the protection and enforcement

of this ‎Section 6.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law

or in equity.

Notwithstanding

any other provision of this Indenture and any provision of any Note, each Holder shall have the right to 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 conversion of, such Note, on or after the respective due dates expressed or

provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case

may be.

Section

6.07. Proceedings by Trustee. In case of an Event of Default, the Trustee may in its discretion proceed to protect and enforce

the rights vested in it by this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such

rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement

of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce

any other legal or equitable right vested in the Trustee by this Indenture or by law.

Section

6.08. Remedies Cumulative and Continuing. Except as provided in the last paragraph of ‎Section 2.06, all powers and

remedies given by this ‎Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative

and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the Holders of the Notes, by judicial

proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no

delay or omission of the Trustee or of any Holder of any of the Notes to exercise any right or power accruing upon any Default or Event

of Default shall impair any such right or power, or shall be construed to be a waiver of any such Default or Event of Default or any

acquiescence therein; and, subject to the provisions of ‎Section 6.06, every power and remedy given by this ‎Article

6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee

or by the Holders.

Section

6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a majority of the aggregate principal

amount of the Notes at the time outstanding determined in accordance with ‎Section 8.04 shall have the right to direct the

time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred

on the Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any

rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee and that is not inconsistent

with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other

Holder (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction is unduly

prejudicial to any other Holder) or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal

amount of the Notes at the time outstanding determined in accordance with ‎Section 8.04 may on behalf of the Holders of all

of the Notes waive any past Default or Event of Default hereunder and its consequences except any continuing defaults relating to (i)

a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price)

of, the Notes when due that has not been cured pursuant to the provisions of ‎Section 6.01, (ii) a failure by the Company

to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of a covenant

or provision hereof which under ‎Article 10 cannot be modified or amended without the consent of each Holder of an outstanding

Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions

and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent

thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this ‎Section 6.09, said

Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing;

but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Section

6.10. Notice of Defaults. The Trustee shall, within 90 days after a Responsible Officer obtains actual knowledge of the occurrence

of a Default that is then continuing (which, for the avoidance of doubt, shall not include any Default that has been deemed cured pursuant

to this Indenture or otherwise remedied), deliver to all Holders notice of all Defaults actually known to a Responsible Officer, unless

such Defaults shall have been cured (or deemed cured) or waived before the giving of such notice; provided that, except in the

case of a Default in the payment of the principal of (including the Fundamental Change Repurchase Price, if applicable), or accrued and

unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall

be protected in withholding such notice if and so long as it determines that the withholding of such notice is in the interests of the

Holders.

Section

6.11. Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall

be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under

this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant

in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including

reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith

of the claims or defenses made by such party litigant; provided that the provisions of this ‎Section 6.11 (to the extent

permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding

in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in accordance with ‎Section

8.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest,

if any, on any Note (including, but not limited to, the Fundamental Change Repurchase Price, if applicable) on or after the due date

expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note, or receive the consideration

due upon conversion, in accordance with the provisions of ‎Article 14.

Article

Concerning

the Trustee

Section

7.01. Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing

or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically

set forth in this Indenture. In the event an Event of Default has occurred and is continuing, the Trustee shall exercise such of the

rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would

exercise or use under the circumstances in the conduct of such person’s own affairs; provided that if an Event of Default

occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the

request or direction of any of the Holders unless such Holders have offered, and if requested, provided, to the Trustee indemnity or

security satisfactory to it against any loss, claim, liability or expense that might be incurred by it in compliance with such request

or direction.

provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly

negligent failure to act or its own willful misconduct, except that:

(a)

prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred:

(i)

the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall

not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied

covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)

in the absence of gross negligence and willful misconduct on the part of the Trustee, the Trustee may, as to the truth of the statements

and the correctness of the opinions expressed therein, conclusively rely upon any certificates or opinions furnished to the Trustee and

conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions that by any provisions hereof

are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether

or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations

or other facts stated therein);

(b)

the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless

it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;

(c)

the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction

of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided

in ‎Section 8.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee,

or exercising any trust or power conferred upon the Trustee, under this Indenture;

(d)

whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording

protection to, the Trustee shall be subject to the provisions of this ‎Section 7.01;

(e)

the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters

relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Note Registrar with respect

to the Notes;

(f)

if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent

to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred,

unless a Responsible Officer of the Trustee had actual knowledge of such event;

(g)

the Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture;

(h)

in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing

trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon

or for losses, fees, taxes or other charges incurred as a result of the liquidation of any such investment prior to its maturity date

or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment

to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder

in the absence of such written investment direction from the Company; and

(i)

in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or

transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this ‎Article 7 shall also be afforded

to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or transfer agent.

None

of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial

liability in the performance of any of its duties or in the exercise of any of its rights or powers. Prior to taking any action under

the indenture, the Trustee shall be entitled to receive indemnification or security satisfactory to it against any loss, liability or

expense caused by taking or not taking such action.

Section

7.02. Reliance on Documents, Opinions, Etc. Except as otherwise provided in ‎Section 7.01:

(a)

the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,

statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document believed by it

in good faith to be genuine and to have been signed or presented by the proper party or parties;

(b)

any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate

(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee

by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

(c)

whenever in the administration of this Indenture, the Trustee shall deem it desirable that a matter be proved or established prior to

taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the

absence of gross negligence or willful misconduct on its part, conclusively rely upon an Officer’s Certificate;

(d)

the Trustee may consult with counsel of its selection, and require an Opinion of Counsel and any advice of such counsel or Opinion of

Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith

and in accordance with such advice or Opinion of Counsel;

(e)

the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee,

in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall

determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company,

personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or

investigation;

(f)

the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents,

custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent,

custodian, nominee or attorney appointed by it with due care hereunder;

(g)

the permissive rights of the Trustee enumerated herein shall not be construed as duties;

(h)

the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of the individuals and/or titles

of officers authorized at such times to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed

by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate

previously delivered and not superseded;

(i)

neither the Trustee nor any of its directors, officers, employees, agents, or affiliates shall be responsible for nor have any duty to

monitor the performance or any action of the Company, or its directors, members, officers, agents, affiliates, or employees, nor shall

they have any liability in connection with the malfeasance or nonfeasance by such parties. The Trustee shall not be responsible for any

inaccuracy in the information obtained from the Company or for any inaccuracy or omission in the records which may result from such information

or any failure by the Trustee to perform its duties or set forth herein as a result of any inaccuracy or incompleteness; and

(j)

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, custodian and other Person

employed to act hereunder.

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. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes,

unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such

Default or Event of Default shall have been received by a Responsible Officer of the Trustee from the Company or from any Holder.

Section

7.03. No Responsibility for Recitals, Etc. The recitals contained herein and in the Notes (except in the Trustee’s certificate

of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of

the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture, the Offering Memorandum or of the

Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated

and delivered by the Trustee in conformity with the provisions of this Indenture.

Section

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

Agent, any Conversion Agent, Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual

or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying

Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar.

Section

7.05. Monies and Shares of Common Stock to Be Held in Trust. All monies and shares of Common Stock received by the Trustee shall,

until used or applied as herein provided, be held in trust for the purposes for which they were received. Money and shares of Common

Stock held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee

shall be under no liability for interest on any money or shares of Common Stock received by it hereunder except as may be agreed from

time to time by the Company and the Trustee.

Section

7.06. Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time to time and the Trustee

shall receive such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision

of law in regard to the compensation of a trustee of an express trust) as previously and mutually agreed to in writing between the Trustee

and the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances

reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including

the reasonable compensation and the expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ)

except any such expense, disbursement or advance as shall have been caused by its gross negligence or willful misconduct, as determined

by a final order of a court of competent jurisdiction. The Company also covenants to indemnify the Trustee or any predecessor Trustee

in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its agents and any

authenticating agent for, and to hold them harmless against, any loss, claim, damage, liability or expense incurred without gross negligence

or willful misconduct on the part of the Trustee, its officers, directors, agents or employees, or such agent or authenticating agent,

as the case may be, as determined by a final order of a court of competent jurisdiction, and arising out of or in connection with the

acceptance or administration of this Indenture or in any other capacity hereunder and the enforcement of this Indenture (including this

‎Section 7.06), including the costs and expenses of defending themselves against any claim of liability in the premises. The

obligations of the Company under this ‎Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee

for expenses, disbursements and advances shall be secured by a senior lien to which the Notes are hereby made subordinate on all money

or property held or collected by the Trustee, except, subject to the effect of ‎Section 6.05, funds held in trust herewith

for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this ‎Section

7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation of the Company under this ‎Section

7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee. The Company

need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided

in this ‎Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee.

Without

prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent

incur expenses or render services after an Event of Default specified in ‎Section 6.01(h) or ‎Section 6.01(i) occurs, the expenses

and the compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar

laws.

Section

7.07. Officer’s Certificate as Evidence. Except as otherwise provided in ‎Section 7.01, whenever in the administration

of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to

taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may,

in the absence of gross negligence and willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established

by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence

and willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the

provisions of this Indenture upon the faith thereof.

Section

7.08. Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant

to the Trust Indenture Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and surplus

of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any

supervising or examining authority, then for the purposes of this ‎Section 7.08, the combined capital and surplus of such

Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at

any time the Trustee shall cease to be eligible in accordance with the provisions of this ‎Section 7.08, it shall resign promptly

in the manner and with the effect hereinafter specified in this ‎Article 7.

Section

7.09. Resignation or Removal of Trustee.

(a)

The Trustee may at any time resign by giving written notice of such resignation to the Company and by delivering notice thereof to the

Holders. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument, in

duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and

one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 45 days

after the giving of such notice of resignation to the Holders, the resigning Trustee may, upon ten Business Days’ notice to the

Company and the Holders, petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor

trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture)

may, subject to the provisions of ‎Section 6.11, on behalf of himself or herself and all others similarly situated, petition

any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper

and prescribe, appoint a successor trustee.

(b)

In case at any time any of the following shall occur:

(i)

the Trustee shall cease to be eligible in accordance with the provisions of ‎Section 7.08 and shall fail to resign after written

request therefor by the Company or by any such Holder, or

(ii)

the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property

shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of

rehabilitation, conservation or liquidation,

then,

in either case, the Company may by a Board Resolution remove the Trustee and appoint a successor trustee by written instrument, in duplicate,

executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to

the successor trustee, or, subject to the provisions of ‎Section 6.11, any Holder who has been a bona fide holder of a Note or Notes

for at least six months (or since the date of this Indenture) may, on behalf of himself or herself and all others similarly situated,

petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may

thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c)

The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with ‎Section

8.04, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless

within ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee so removed or any

Holder, upon the terms and conditions and otherwise as in ‎Section 7.09(a) provided, may petition any court of competent jurisdiction

for an appointment of a successor trustee.

(d)

Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this ‎Section

7.09 shall become effective upon acceptance of appointment by the successor trustee as provided in ‎Section 7.10.

Section

7.10. Acceptance by Successor Trustee. Any successor trustee appointed as provided in ‎Section 7.09 shall execute,

acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon

the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed

or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect

as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee

ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of ‎Section 7.06, execute and deliver

an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any

such successor trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming

to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a senior lien to which the

Notes are hereby made subordinate on all money or property held or collected by such trustee as such, except for funds held in trust

for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of ‎Section 7.06.

successor trustee shall accept appointment as provided in this ‎Section 7.10 unless at the time of such acceptance such successor

trustee shall be eligible under the provisions of ‎Section 7.08.

Upon

acceptance of appointment by a successor trustee as provided in this ‎Section 7.10, each of the Company and the successor trustee,

at the written direction and at the expense of the Company shall deliver or cause to be delivered notice of the succession of such trustee

hereunder to the Holders. If the Company fails to deliver such notice within ten days after acceptance of appointment by the successor

trustee, the successor trustee shall cause such notice to be delivered at the expense of the Company.

Section

7.11. Succession by Merger, Etc. Any organization or other entity into which the Trustee may be merged or converted or with which

it may be consolidated, or any organization or other entity resulting from any merger, conversion or consolidation to which the Trustee

shall be a party, or any organization or other entity succeeding to all or substantially all of the corporate trust business of the Trustee

(including the administration of this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of

any paper or any further act on the part of any of the parties hereto; provided that in the case of any organization or other

entity succeeding to all or substantially all of the corporate trust business of the Trustee such organization or other entity shall

be eligible under the provisions of ‎Section 7.08.

case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been

authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee

or authenticating agent appointed by such predecessor trustee, and deliver such Notes so authenticated; and in case at that time any

of the Notes shall not have been authenticated, any successor to the Trustee or an authenticating agent appointed by such successor trustee

may authenticate such Notes either in the name of any predecessor trustee hereunder or in the name of the successor trustee; and in all

such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate

of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor

trustee or to authenticate Notes in the name of any predecessor trustee shall apply only to its successor or successors by merger, conversion

or consolidation.

Section

7.12. Trustee’s Application for Instructions from the Company. Any application by the Trustee for written instructions from

the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights

of the Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken

or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be

effective. The Trustee shall not be liable to the Company for any action taken by, or omission of, the Trustee in accordance with a proposal

included in such application on or after the date specified in such application (which date shall not be less than three Business Days

after the date any Officer that the Company has indicated to the Trustee should receive such application actually receives such application,

unless any such Officer shall have consented in writing to any earlier date), unless, prior to taking any such action (or the effective

date in the case of any omission), the Trustee shall have received written instructions in accordance with this Indenture in response

to such application specifying the action to be taken or omitted.

Article

Concerning

the Holders

Section

8.01. Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate

principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or

waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage

have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person

or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly

called and held in accordance with the provisions of ‎Article 9, or (c) by a combination of such instrument or instruments

and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders

of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record

date for determining Holders entitled to take such action. The record date, if one is selected, shall be not more than fifteen days prior

to the date of commencement of solicitation of such action.

Section

8.02. Proof of Execution by Holders. Subject to the provisions of ‎Section 7.01, ‎Section 7.02 and ‎Section

9.05, proof of the execution of any instrument or writing by a Holder or its agent or proxy shall be sufficient if made in accordance

with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee.

The holding of Notes shall be proved by the Note Register or by a certificate of the Note Registrar. The record of any Holders’

meeting shall be proved in the manner provided in ‎Section 9.06.

Section

8.03. Who Are Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent

and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as,

the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing

thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the

principal (including any Fundamental Change Repurchase Price) of and (subject to ‎Section 2.03) accrued and unpaid interest

on such Note, for conversion of such Note and for all other purposes under this Indenture; and neither the Company nor the Trustee nor

any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected nor incur any liability by any notice to the contrary.

The sole registered holder of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder

for the time being, or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered,

effectual to satisfy and discharge the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything

to the contrary in this Indenture or the Notes, any holder of a beneficial interest in a Global Note may directly enforce against the

Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person such holder’s

right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions of this Indenture following

an Event of Default.

Section

8.04. Company-Owned Notes Disregarded. In determining whether the Holders of the requisite aggregate principal amount of Notes

have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary

thereof or by any Affiliate of the Company or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose

of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on

any such direction, consent, waiver or other action only Notes that a Responsible Officer actually knows are so owned shall be so disregarded.

Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this ‎Section 8.04

if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and

that the pledgee is not the Company, a Subsidiary thereof or an Affiliate of the Company or a Subsidiary thereof. In the case of a dispute

as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request

of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Notes, if

any, known by the Company to be owned or held by or for the account of any of the above described Persons; and, subject to ‎Section

7.01, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth

and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.

Section

8.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided

in ‎Section 8.01, of the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes

specified in this Indenture in connection with such action, any Holder of a Note that is shown by the evidence to be included in the

Notes the Holders of which have consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office

and upon proof of holding as provided in ‎Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid,

any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners

of such Note and of any Notes issued in exchange or substitution therefor or upon registration of transfer thereof, irrespective of whether

any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor or upon registration of

transfer thereof.

Article

Holders’

Meetings

Section

9.01. Purpose of Meetings. A meeting of Holders may be called at any time and from time to time pursuant to the provisions of

this ‎Article 9 for any of the following purposes:

(a)

to give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to consent

to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this Indenture) and its consequences, or

to take any other action authorized to be taken by Holders pursuant to any of the provisions of ‎Article 6;

(b)

to remove the Trustee and nominate a successor trustee pursuant to the provisions of ‎Article 7;

(c)

to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of ‎Section 10.02;

(d)

to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Notes

under any other provision of this Indenture or under applicable law.

Section

9.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders to take any action specified in ‎Section

9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth

the time and the place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of

any record date pursuant to ‎Section 8.01, shall be delivered to Holders of such Notes. Such notice shall also be delivered

to the Company. Such notices shall be delivered not less than 20 nor more than 90 days prior to the date fixed for the meeting.

Any

meeting of Holders shall be valid without notice if the Holders of all Notes then outstanding are present in person or by proxy or if

notice is waived before or after the meeting by the Holders of all Notes then outstanding, and if the Company and the Trustee are either

present by duly authorized representatives or have, before or after the meeting, waived notice.

Section

9.03. Call of Meetings by Company or Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders

of at least 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of

Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall

not have delivered the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine

the time and the place for such meeting and may call such meeting to take any action authorized in ‎Section 9.01, by delivering

notice thereof as provided in ‎Section 9.02.

Section

9.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more

Notes on the record date pertaining to such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of

one or more Notes on the record date pertaining to such meeting. The only Persons who shall be entitled to be present or to speak at

any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee

and its counsel and any representatives of the Company and its counsel.

Section

9.05. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as

it may deem advisable for any meeting of Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and in

regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence

of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

The

Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by

the Company or by Holders as provided in ‎Section 9.03, in which case the Company or the Holders calling the meeting, as the case

may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected

by vote of the Holders of a majority in aggregate principal amount of the outstanding Notes represented at the meeting and entitled to

vote at the meeting.

Subject

to the provisions of ‎Section 8.04, at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each $1,000

principal amount of Notes held or represented by him or her; provided, however, that no vote shall be cast or counted at

any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The

chairman of the meeting shall have no right to vote other than by virtue of Notes held by it or instruments in writing as aforesaid duly

designating it as the proxy to vote on behalf of other Holders. Any meeting of Holders duly called pursuant to the provisions of ‎Section

9.02 or ‎Section 9.03 may be adjourned from time to time by the Holders of a majority of the aggregate principal amount of Notes

represented at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Section

9.06. Voting. The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed

the signatures of the Holders or of their representatives by proxy and the outstanding aggregate principal amount of the Notes held or

represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the

meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in

duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by

the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by

ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting

and showing that said notice was delivered as provided in ‎Section 9.02. The record shall show the aggregate principal amount

of the Notes voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent

chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be

preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

Any

record so signed and verified shall be conclusive evidence of the matters therein stated.

Section

9.07. No Delay of Rights by Meeting. Nothing contained in this ‎Article 9 shall be deemed or construed to authorize

or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call,

any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under any of

the provisions of this Indenture or of the Notes.

Article

Supplemental

Indentures

Section

10.01. Supplemental Indentures Without Consent of Holders. The Company and the Trustee, at the Company’s expense, may from

time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

(a)

to cure any ambiguity, omission, defect or inconsistency;

(b)

to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to ‎Article

11;

(c)

to add guarantees with respect to the Notes;

(d)

to secure the Notes;

(e)

to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred

upon the Company;

(f)

to make any change that does not adversely affect the rights of any Holder, as determined by the Company in good faith;

(g)

in connection with any Share Exchange Event, to provide that the Notes are convertible into Reference Property, subject to the provisions

of ‎Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by ‎Section

14.07;

(h)

to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum

as evidenced in an Officer’s Certificate;

(i)

to comply with the rules of any applicable Depositary, including The Depository Trust Company, so long as such amendment does not adversely

affect the rights of any Holder in any material respect;

(j)

to appoint a successor trustee with respect to the Notes;

(k)

to increase the Conversion Rate as provided in this Indenture;

(l)

to provide for the acceptance of appointment by a successor Trustee, Note Registrar, Paying Agent, Bid Solicitation Agent or Conversion

Agent to facilitate the administration of the trusts under this Indenture by more than one trustee; or

(m)

to irrevocably elect a Settlement Method or a Specified Dollar Amount (or a minimum Specified Dollar Amount), or eliminate the Company’s

right to elect a Settlement Method (including at the Company’s option upon an Irrevocable Settlement Election as provided in ‎Section

14.02(a)(iii)); provided, however, that no such election or elimination shall affect any Settlement Method theretofore

elected (or deemed to be elected) with respect to any Note pursuant to the provisions of ‎‎‎Article 14.

Upon

the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental

indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be

obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or

immunities under this Indenture or otherwise.

Any

supplemental indenture authorized by the provisions of this ‎Section 10.01 may be executed by the Company and the Trustee without

the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of ‎Section 10.02.

Section

10.02. Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in ‎Article 8) of the

Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with ‎Article

8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), the

Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures

supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this

Indenture, the Notes or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however,

that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:

(a)

reduce the principal amount of Notes whose Holders must consent to an amendment;

(b)

reduce the rate of or extend the stated time for payment of interest on any Note;

(c)

reduce the principal of or extend the Maturity Date of any Note;

(d)

except as required by this Indenture, make any change that adversely affects the conversion rights of any Notes;

(e)

reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s

obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

(f)

make any Note payable in a currency, or at a place of payment, other than that stated in the Note;

(g)

change the ranking of the Notes; or

(h)

make any change in this ‎Article 10 that requires each Holder’s consent or in the waiver provisions in ‎Section

6.02 or ‎Section 6.09.

Upon

the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject

to ‎Section 10.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental

indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may

in its discretion, but shall not be obligated to, enter into such supplemental indenture.

Holders

do not need under this ‎Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient

if such Holders approve the substance thereof. After any supplemental indenture under ‎Section 10.01 or this ‎Section 10.02 becomes

effective, the Company shall deliver to the Holders a notice briefly describing such supplemental indenture. However, the failure to

give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture.

Section

10.03. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this

‎Article 10, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights,

limitation of rights, obligations, duties, indemnities, privileges and immunities under this Indenture of the Trustee, the Company and

the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments

and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of

this Indenture for any and all purposes.

Section

10.04. Notation on Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the

provisions of this ‎Article 10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to

any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to

conform, in the opinion of the Trustee and the Company, to any modification of this Indenture contained in any such supplemental indenture

may, at the Company’s expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent

duly appointed by the Trustee pursuant to ‎Section 17.10) and delivered in exchange for the Notes then outstanding, upon surrender

of such Notes then outstanding.

Section

10.05. Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee. In addition to the documents required by ‎Section

17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental

indenture executed pursuant hereto complies with the requirements of this ‎Article 10 and is permitted or authorized by this

Indenture, it being understood that such Opinion of Counsel shall include a customary legal opinion stating that such supplemental indenture

is the valid and binding obligation of the Company, subject to customary exceptions and qualifications. The Trustee shall have no responsibility

for determining whether any amendment or supplemental indenture will or may have an adverse effect on any Holder.

Article

Consolidation,

Merger, Sale, Conveyance and Lease

Section

11.01. Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of ‎Section 11.02, the Company shall

not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties

and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or

lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries but, for the avoidance of doubt, in the case

of any such sale, conveyance, transfer or lease, the transferee shall not succeed to, and the Company shall not be discharged from, its

obligations under the Notes or this Indenture) (a “Business Combination Event”) unless:

(a)

the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a Qualified

Successor Entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia,

and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company

under the Notes and this Indenture; and

(b)

immediately after giving effect to such Business Combination Event, no Default or Event of Default shall have occurred and be continuing

under this Indenture.

For

purposes of this ‎Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets

of one or more consolidated Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead

of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis,

shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company

to another Person.

Section

11.02. Successor Corporation to Be Substituted. In case of any such Business Combination Event and upon the assumption by the

Successor Company (if not the Company), by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to

the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual

delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of

all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall

succeed to and, except in the case of a lease of all or substantially all of the consolidated properties and assets of the Company and

its Subsidiaries, taken as a whole, shall be substituted for the Company, with the same effect as if it had been named herein as the

party of the first part, and may thereafter exercise every right and power of the Company under this Indenture. Such Successor Company

thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable

hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor

Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall

authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered

by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to

be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit

under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such

Notes had been issued at the date of the execution hereof. In the event of any such Business Combination Event that is a consolidation,

merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this ‎Article 11 the Person named

as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the

manner prescribed in this ‎Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the

case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under

this Indenture and the Notes. In case of any such Business Combination Event, such changes in phraseology and form (but not in substance)

may be made in the Notes thereafter to be issued as may be appropriate.

Article

Immunity

of Incorporators, Stockholders, Officers and Directors

Section

12.01. Indenture and Notes Solely Corporate Obligations. No recourse for the payment of the principal of or accrued and unpaid

interest on any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation,

covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Note, nor because of the creation of

any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, Officer or director or Subsidiary,

as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor

corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise;

it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration

for, the execution of this Indenture and the issue of the Notes.

Article

[Intentionally

Omitted]

Article

Conversion

of Notes

Section

14.01. Conversion Privilege.

(a)

Subject to and upon compliance with the provisions of this ‎Article 14, each Holder of a Note shall have the right, at such

Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple

thereof) of such Note (i) subject to satisfaction of the conditions described in ‎Section 14.01(b), at any time prior to the

close of business on the Business Day immediately preceding November 1, 2033 under the circumstances and during the periods set forth

in ‎Section 14.01(b), and (ii) regardless of the conditions described in ‎Section 14.01(b), on or after November

1, 2033 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case,

at an initial conversion rate of 12.5672 shares of Common Stock (subject to adjustment as provided in this ‎Article 14, the

“Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions

of ‎Section 14.02, the “Conversion Obligation”). As provided for in ‎Section 14.09, the Trustee

shall have no obligation to make any determination as to whether any of the conditions described in ‎ Section 14.01(b) have

been satisfied that makes the Notes eligible for conversion or no longer eligible therefor unless and until the Company delivers the

related notices referred to in ‎Section 14.01(b).

(b)

(i)

Prior to the close of business on the Business Day immediately preceding November 1, 2033, a Holder may surrender all or any portion

of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period

(the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Bid

Solicitation Agent following a request by a Holder or Holders of Notes in accordance with this subsection (b)(i), for each Trading Day

of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day

and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this

subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Bid Solicitation Agent (if other than the Company)

shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination,

and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall

have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $5,000,000

aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount

of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading

Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct three independent nationally recognized securities

dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting

as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next

Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal

to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Company is not acting as

Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the

Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company gives such

instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting

as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then,

in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last

Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set

forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in

writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth

above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last

Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders, the Trustee and

the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other

than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again

unless a new Holder request is made as provided in this subsection (b)(i).

(ii)

If, prior to the close of business on the Business Day immediately preceding November 1, 2033, the Company elects to:

(A)

distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder

rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days

after the announcement date of such distribution, 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 distribution; or

(B)

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

of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which

distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price

of the Common Stock on the Trading Day preceding the date of announcement for such distribution,

then,

in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in

writing at least 28 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such

separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware

that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise

permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another

Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading

Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with a Conversion

Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier,

the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall

describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for

conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date

for such distribution and (2) the Company’s announcement that such distribution will not take place (or, if later, in the case

of a separation of rights issued pursuant to a stockholder rights plan, until the 20th Trading Day following the date of such notice),

in each case, even if the Notes are not otherwise convertible at such time; provided that a Holder may not convert its Notes pursuant

to this subsection (b)(ii) if it participates, at the same time and upon the same terms as holders of the Common Stock and solely as

a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to

convert its Notes as if it held a number of shares of Common Stock equal to the Conversion Rate multiplied by the principal amount

(expressed in thousands) of Notes held by such Holder.

(iii)

If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business

on the Business Day immediately preceding November 1, 2033, regardless of whether a Holder has the right to require the Company to repurchase

the Notes pursuant to ‎Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event

that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental

Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common

Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that

occurs prior to the close of business on the Business Day immediately preceding November 1, 2033, (each such Fundamental Change, Make-Whole

Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may

be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading

Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event,

until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a

Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding

the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding

the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly

as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective

date of such Corporate Event.

(iv)

Prior to the close of business on the Business Day immediately preceding November 1, 2033, a Holder may surrender all or any portion

of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2026

(and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or

not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding

calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.

Section

14.02. Conversion Procedure; Settlement Upon Conversion.

(a)

Subject to this ‎Section 14.02, ‎Section 14.03(b) and ‎Section 14.07(a), upon conversion of any Note,

the Company shall satisfy its Conversion Obligation by paying or delivering, as the case may be, to the converting Holder, in respect

of each $1,000 principal amount of Notes being converted, 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 ‎(j) of

this ‎Section 14.02 (“Physical Settlement”) or a combination of cash and shares of Common Stock, together

with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection ‎(j) of

this ‎Section 14.02 (“Combination Settlement”), at its election, as set forth in this ‎Section

14.02.

(i)

All conversions for which the relevant Conversion Date occurs on or after November 1, 2033 shall be settled using the same Settlement

Method.

(ii)

Except for any conversions for which the relevant Conversion Date occurs on or after November 1, 2033, and except to the extent the Company

has irrevocably elected Physical Settlement pursuant to ‎Section 14.01(b)(ii) in a notice as described in such Section or previously

made an Irrevocable Settlement Election with respect to all subsequent conversions of Notes in accordance with ‎Section 14.02(a)(iii),

the Company shall use the same Settlement Method for all conversions with the same Conversion Date, but the Company shall not have any

obligation to use the same Settlement Method with respect to conversions with different Conversion Dates.

(iii)

If, in respect of any Conversion Date (or any conversions for which the relevant Conversion Date occurs on or after November 1, 2033

or for which the Company has irrevocably elected Physical Settlement pursuant to ‎ ‎Section 14.01(b)(ii) in a notice as described

in such Section), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method

in respect of such Conversion Date (or such period, as the case may be), the Company shall deliver such Settlement Notice to converting

Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the close of business on the Trading Day immediately

following the relevant Conversion Date (or, in the case of (A) any conversions of Notes for which the relevant Conversion Date occurs

on or after November 1, 2033, no later than November 1, 2033 or (B) any conversions for which the Company has irrevocably elected Physical

Settlement pursuant to ‎‎ ‎Section 14.01(b)(ii), in a notice as described in such Section). If the Company does not elect

a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right

to elect a Settlement Method with respect to any conversion on such Conversion Date or during such period, and the Company shall be deemed

to have elected the Default Settlement Method with respect to such conversion. Such Settlement Notice shall specify the relevant Settlement

Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount

per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement (or is deemed to have

elected Combination Settlement) in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal

amount of Notes to be converted in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be

deemed to be $1,000. For the avoidance of doubt, the Company’s failure to timely elect a Settlement Method or specify as applicable

a Specified Dollar Amount shall not constitute a Default under this Indenture.

notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee), the Company may, from time to time, change the Default

Settlement Method prior to November 1, 2033. By notice to all Holders, the Company may, prior to November 1, 2033, at its option, irrevocably

elect to satisfy its Conversion Obligation with respect to the Notes through any Settlement Method that the Company is then permitted

to elect, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability

to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specific amount set forth in such election

notice (any such election, an “Irrevocable Settlement Election”). If the Company changes the Default Settlement Method

or the Company makes an Irrevocable Settlement Election, in either case, to Combination Settlement with an ability to continue to set

the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specific amount, the Company will, after the date of such

change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent (if other than the

Trustee) in writing of such Specified Dollar Amount no later than the relevant deadline for election of a specified Settlement Method

as set forth in the immediately preceding paragraph, or, if the Company does not timely notify Holders, such Specified Dollar Amount

will be the specific amount set forth in the notice changing the Default Settlement Method or making an Irrevocable Settlement Election,

as the case may be, or, if no specific amount was set forth in the relevant notice, such Specified Dollar Amount will be $1,000 per $1,000

principal amount of Notes. A change in the Default Settlement Method or an Irrevocable Settlement Election shall apply to all conversions

of Notes with Conversion Dates occurring subsequent to the delivery of such notice (or, in the case of a change in the Default Settlement

Method that is not an Irrevocable Settlement Election, unless and until a new notice to change the Default Settlement Method or make

an Irrevocable Settlement Election has been delivered pursuant to this ‎Section 14.02(a)(iii)); provided, however,

that no such change or election shall affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any

Note. For the avoidance of doubt, such an Irrevocable Settlement Election, if made by the Company, shall be effective without the need

to amend this Indenture or the Notes, including pursuant to ‎‎‎Section 10.01(m). However, the Company may nonetheless choose

to execute such an amendment at its option. If the Company changes the Default Settlement Method or if the Company makes an Irrevocable

Settlement Election pursuant to this paragraph, then, concurrently with providing notice to Holders of such change or election, the Company

shall either post the Default Settlement Method or fixed Settlement Method, as the case may be, on its website or disclose the same in

a current report on Form 8-K (or any successor form) that is filed with the Commission.

(iv)

The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement

Amount”) shall be computed as follows:

(A)

if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement,

the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares

of Common Stock equal to the Conversion Rate in effect on the Conversion Date;

(B)

if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement,

the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount

equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period; and

(C)

if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination

Settlement, the Company shall pay or deliver, as the case may be, to the converting Holder in respect of each $1,000 principal amount

of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading

Days during the related Observation Period.

(v)

The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly

following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts (if applicable),

the Daily Conversion Values (if applicable) and the amount of cash payable in lieu of delivering any fractional share of Common Stock,

the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts (if applicable),

the Daily Conversion Values (if applicable) and the amount of cash payable in lieu of delivering any fractional shares of Common Stock.

The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

(b)

Subject to ‎Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder

shall (i) in the case of a Global Note, comply with the applicable procedures of the Depositary in effect at that time and, if required,

pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in ‎Section

14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent

as set forth in the Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission thereof) (a “Notice of

Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted

and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to

be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or

in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required,

furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to any interest payable on the next Interest

Payment Date to which such Holder is not entitled as set forth in ‎Section 14.02(h). The Trustee (and if different, the Conversion

Agent) shall notify the Company of any conversion pursuant to this ‎Article 14 on the Conversion Date for such conversion.

No Notes may be surrendered for conversion by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice

to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ‎Section

15.03.

more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such

Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted

thereby) so surrendered.

(c)

A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”)

that the Holder has complied with the requirements set forth in subsection ‎(b) above. Except as set forth in ‎ ‎Section

14.03(b) and ‎Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of

the Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical

Settlement, or on the second Business Day immediately following the last Trading Day of the Observation Period, in the case of any other

Settlement Method. If any shares of Common Stock are due to a converting Holder, the Company shall issue or cause to be issued, and deliver

(if applicable) to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Common

Stock to which such Holder shall be entitled, in book-entry format through the Depositary, in satisfaction of the Company’s Conversion

Obligation.

(d)

In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver

to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate

principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder

but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer

tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder

of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion.

(e)

If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue

of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other

than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates

representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient

to pay any tax that is due by such Holder in accordance with the immediately preceding sentence.

(f)

Except as provided in ‎Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon

the conversion of any Note as provided in this ‎Article 14.

(g)

Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation

on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing

of any conversion of Notes effected through any Conversion Agent other than the Trustee.

(h)

Upon conversion, a Holder shall not receive any separate cash payment or shares of Common Stock for accrued and unpaid interest, if any,

except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation

to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date.

As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full

rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued

and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes

are converted after the close of business on a Regular Record Date and prior to the open of business on the corresponding Interest Payment

Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of any interest payable

on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the

period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date

must be accompanied by funds equal to the amount of interest payable on the Notes so converted on the corresponding Interest Payment

Date; provided that no such payment shall be required (1) for conversions following the close of business on the Regular Record

Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular

Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (3) to the extent of

any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. Therefore, for the avoidance

of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date and any Fundamental Change Repurchase

Date described in clause (2) above shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment

Date in cash regardless of whether their Notes have been converted following such Regular Record Date, and the converting Holder shall

not be required to make a corresponding payment.

(i)

The Person in whose name the shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record as

of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical

Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation

by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered

for conversion.

(j)

The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering

any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in the case of

Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination

Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected) Combination Settlement,

the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement

Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Section

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

(a)

If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and (ii) a Holder elects to convert its

Notes (or a portion thereof) in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described

below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the

“Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in

connection with” a Make-Whole Fundamental Change if the relevant Conversion Date occurs during the period from, and including,

the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental

Change Repurchase Date (or, in the case of an Exempted Fundamental Change or a Make-Whole Fundamental Change that would have been a Fundamental

Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date

of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).

(b)

Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall, at its option, satisfy

the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with ‎Section

14.02; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of

the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash,

for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated

based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted

Notes equal to the Conversion Rate (including any increase to reflect the Additional Shares), multiplied by such Stock Price.

In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the fifth Business Day following the Conversion

Date. The Company shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Effective

Date of any Make-Whole Fundamental Change no later than five Business Days after such Effective Date.

(c)

The number of Additional Shares, if any, by which the Conversion Rate shall be increased for conversions in connection with a Make-Whole

Fundamental Change shall be determined by reference to the table below, 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 to be paid) per share of the Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive in

exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental

Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported

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

the applicable Effective Date.

(d)

The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate of

the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment,

multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the

Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth

in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in ‎Section

14.04.

(e)

The following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased per $1,000 principal amount

of Notes pursuant to this ‎Section 14.03 for each Stock Price and Effective Date set forth below:

Stock

Price

Effective

Date

$ 66.31

$ 70.00

$ 75.00

$ 79.57

$ 90.00

$ 100.00

$ 110.00

$ 125.00

$ 150.00

$ 175.00

$ 200.00

$ 250.00

$ 300.00

$ 400.00

$ 500.00

$ 600.00

July

20, 2026

2.5134

2.1254

1.7601

1.4766

1.1569

0.8009

0.5739

0.4210

0.2361

0.1353

0.0413

0.0076

0.0000

February

1, 2028

2.5134

2.0957

1.7130

1.4193

1.0926

0.7361

0.5143

0.3682

0.1967

0.1067

0.0274

0.0027

0.0000

February

1, 2029

2.5134

2.0672

1.6711

1.3702

1.0392

0.6844

0.4683

0.3287

0.1688

0.0876

0.0193

0.0007

0.0000

February

1, 2030

2.5134

1.9918

1.5849

1.2800

0.9501

0.6054

0.4019

0.2741

0.1329

0.0645

0.0106

0.0000

February

1, 2031

2.5134

2.4591

1.8518

1.4381

1.1345

0.8146

0.4934

0.3127

0.2041

0.0905

0.0392

0.0036

0.0000

February

1, 2032

2.5134

2.2309

1.6047

1.1938

0.9037

0.6122

0.3398

0.1994

0.1211

0.0461

0.0158

0.0000

February

1, 2033

2.5134

2.1576

1.7670

1.1378

0.7633

0.5247

0.3124

0.1459

0.0749

0.0405

0.0114

0.0017

0.0000

February

1, 2034

2.5134

1.7184

0.7661

0.0000

The

exact Stock Price and Effective Date may not be set forth in the table above, in which case:

(i)

if the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in the table,

the number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation

between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as

applicable, based on a 365-day year;

(ii)

if the Stock Price is greater than $600.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column

headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate; and

(iii)

if the Stock Price is less than $66.31 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column

headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.

Notwithstanding

the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 15.0806 shares of Common Stock, subject

to adjustment in the same manner as the Conversion Rate pursuant to ‎Section 14.04.

(f)

Nothing in this ‎Section 14.03 shall prevent an adjustment to the Conversion Rate that would otherwise be required pursuant

to ‎Section 14.04 in respect of a Make-Whole Fundamental Change.

Section

14.04. Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company if any of the following

events occurs, except that the Company shall not make any adjustments to the Conversion Rate if a Holder of the Notes participates (other

than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms

as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this ‎Section

14.04, without having to convert its Notes, as if it held a number of shares of Common Stock equal to the Conversion Rate, multiplied

by the principal amount (expressed in thousands) of Notes held by such Holder.

(a)

If the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Company

effects a share split or share combination of the Common Stock, the Conversion Rate shall be adjusted based on the following formula:

where,

CR0

= the

Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date

of such dividend or distribution, or immediately prior to the open of business on the Effective

Date of such share split or share combination, as applicable;

CR’

= the

Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date

or Effective Date;

OS0

= the

number of shares of Common Stock outstanding immediately prior to the open of business on

such Ex-Dividend Date or Effective Date (before giving effect to any such dividend, distribution,

share split or share combination); and

OS’

= the

number of shares of Common Stock outstanding immediately after giving effect to such dividend,

distribution, share split or share combination.

Any

adjustment made under this ‎Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date

for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination,

as applicable. If any dividend or distribution of the type described in this ‎Section 14.04(a) is declared but not so paid or made,

the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend

or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(b)

If the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant

to a stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution,

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 distribution, the Conversion Rate shall be increased based on the following formula:

where,

CR0

= the

Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date

for such distribution;

CR’

= the

Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

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 distributable 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 distribution of such rights, options

or warrants.

Any

increase made under this ‎Section 14.04(b) shall be made successively whenever any such rights, options or warrants are distributed

and shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. To the extent that shares

of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased

to the Conversion Rate that would then be in effect had the increase with respect to the distribution 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 distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend

Date for such distribution had not occurred.

For

purposes of this ‎Section 14.04(b) and for the purpose of ‎Section 14.01(b)(ii)(A), in determining whether any rights, options

or warrants entitle the holders of Common Stock to subscribe for or purchase shares of the Common Stock at less than such average of

the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day

immediately preceding the date of announcement of such distribution, and in determining the aggregate offering price of such shares of

Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any

amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Company

in good faith.

(c)

If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights,

options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding

(i) dividends, distributions or issuances (including share splits) as to which an adjustment was effected (or, but for the 1% Exception,

would be required to be effected) pursuant to ‎Section 14.04(a) or ‎Section 14.04(b), (ii) except as otherwise

provided in ‎Section 14.11, rights issued pursuant to any stockholder rights plan of the Company then in effect, (iii) distributions

of Reference Property issued in exchange for, or upon conversion of, Common Stock in a Share Exchange Event including, for the avoidance

of doubt, any ability of holders of the Common Stock to make an election with respect to the consideration they will receive in any such

Share Exchange Event, (iv) dividends or distributions paid exclusively in cash as to which the provisions set forth in ‎Section

14.04(d) shall apply, and (v) Spin-Offs as to which the provisions set forth below in this ‎Section 14.04(c) shall apply (any

of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital

Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following

formula:

where,

CR0

the

Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

CR’

the

Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;

SP0

the

average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including,

the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV

the

fair market value (as determined by the Company in good faith) of the Distributed Property with respect to each outstanding share

of the Common Stock on the Ex-Dividend Date for such distribution.

Any

increase made under the portion of this ‎Section 14.04(c) above shall become effective immediately after the open of business on

the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the

Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV”

(as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each

Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders

of the Common Stock receive the Distributed Property and without having to convert its Note(s), the amount and kind of Distributed Property

such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the

Ex-Dividend Date for the distribution.

With

respect to an adjustment pursuant to this ‎Section 14.04(c) where there has been a payment of a dividend or other distribution on

the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other

business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange

(a “Spin-Off”), the Conversion Rate shall be increased based on the following formula:

where,

CR0

the

Conversion Rate in effect immediately prior to the end of the Valuation Period;

CR’

the

Conversion Rate in effect immediately after the end of the Valuation Period;

FMV0

the

average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock

applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in

‎Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first

10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”);

and

MP0

the

average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

The

increase to the Conversion Rate under the preceding paragraph shall occur at the close of business on the last Trading Day of the Valuation

Period; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion

Date occurs during the Valuation Period, the reference to “10” in the preceding paragraph shall be deemed to be replaced

with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including,

the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination

Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within the Valuation

Period, the reference to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading

Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, such Trading Day in determining the

Conversion Rate as of such Trading Day of such Observation Period. If any dividend or distribution that constitutes a Spin-Off is declared

but not so paid or made, the Conversion Rate shall be immediately decreased, effective as of the date the Board of Directors determines

not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution

had not been declared or announced.

For

purposes of this ‎Section 14.04(c) (and subject in all respect to ‎Section 14.11), rights, options or warrants distributed by

the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock,

including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of

a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock;

(ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been

distributed for purposes of this ‎Section 14.04(c) (and no adjustment to the Conversion Rate under this ‎Section 14.04(c) will

be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been

distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this ‎Section 14.04(c).

If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture,

are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities,

evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date

of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights,

options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition,

in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the

type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution

amount for which an adjustment to the Conversion Rate under this ‎Section 14.04(c) was made, (1) in the case of any such rights,

options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption

or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion

Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as

though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock

with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders

of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have

expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options

and warrants had not been issued.

For

purposes of ‎Section 14.04(a), ‎Section 14.04(b) and this ‎Section 14.04(c), if any dividend or distribution to which this

‎Section 14.04(c) is applicable also includes one or both of:

(A)

a dividend or distribution of shares of Common Stock to which ‎Section 14.04(a) is applicable (the “Clause A Distribution”);

(B)

a dividend or distribution of rights, options or warrants to which ‎Section 14.04(b) is applicable (the “Clause B Distribution”),

then,

in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed

to be a dividend or distribution to which this ‎Section 14.04(c) is applicable (the “Clause C Distribution”) and

any Conversion Rate adjustment required by this ‎Section 14.04(c) with respect to such Clause C Distribution shall then be made,

and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion

Rate adjustment required by ‎Section 14.04(a) and ‎Section 14.04(b) with respect thereto shall then be made, except that, if

determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be

deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution

or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date

or Effective Date” within the meaning of ‎Section 14.04(a) or “outstanding immediately prior to the open of business

on such Ex-Dividend Date” within the meaning of ‎Section 14.04(b).

(d)

If the Company makes any cash dividend or distribution to all or substantially all holders of the Common Stock, the Conversion Rate shall

be adjusted based on the following formula:

CR’

= CR0 ×

SP0

− C

where,

CR0

the

Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;

CR’

the

Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;

SP0

the

Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;

and

the

amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.

Any

increase pursuant to this ‎Section 14.04(d) shall become effective immediately after the open of business on the Ex-Dividend Date

for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective

as of the date the Board of Directors determines not to make or pay such dividend or distribution, to be the Conversion Rate that would

then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined

above) is equal to or greater than “SP0” (as defined above), 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 and without having to convert its Note(s), the amount of cash that such Holder would have received if such Holder

owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.

(e)

If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the Common Stock that is subject

to the then applicable tender offer rules under the Exchange Act (other than any odd-lot tender offer), to the extent that the cash and

value of any other consideration included in the payment per share of the Common Stock exceeds the average of the Last Reported Sale

Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the

last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be increased

based on the following formula:

where,

CR0

the

Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including,

the Trading Day next succeeding the date such tender or exchange offer expires;

CR’

the

Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the

Trading Day next succeeding the date such tender or exchange offer expires;

the

aggregate value of all cash and any other consideration (as determined by the Company in good faith) paid or payable for shares of

Common Stock purchased in such tender or exchange offer;

OS0

the

number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving

effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS’

the

number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect

to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP’

the

average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including,

the Trading Day next succeeding the date such tender or exchange offer expires.

The

increase to the Conversion Rate under this ‎Section 14.04(e) shall occur at the close of business on the 10th Trading Day immediately

following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that (x) in

respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the 10

Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer,

references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading

Days as have elapsed from, and including, the Trading Day next succeeding the date that such tender or exchange offer expires to, and

including, the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement

or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and

within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or

exchange offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser

number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the expiration date of such tender or exchange

offer to, and including, such Trading Day in determining the Conversion Rate as of such Trading Day of such Observation Period.

the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer

described in this ‎Section 14.04(e) but the Company or such Subsidiary is permanently prevented by applicable law from effecting

any such purchase or all such purchases are rescinded, the Conversion Rate shall be readjusted to be the Conversion Rate that would then

be in effect if such tender or exchange offer had not been made or had been made only in respect of the purchases that have been made.

(f)

Notwithstanding this ‎Section 14.04 or any other provision of this Indenture or the Notes, if a Conversion Rate adjustment

becomes effective on any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior

to the related Record Date would be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described

under ‎Section 14.02(i) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion

Rate adjustment provisions in this ‎Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall

not be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of

Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

(g)

Except as stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Common Stock or any securities

convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such convertible

or exchangeable securities.

(h)

In addition to those adjustments required by clauses ‎(a), ‎(b), ‎(c), ‎(d) and ‎(e)

of this ‎Section 14.04, and subject to applicable exchange listing rules, the Company from time to time may increase the Conversion

Rate by any amount for a period of at least 20 Business Days if the Company determines that such increase would be in the Company’s

best interest. In addition, subject to applicable exchange listing rules, the Company may (but is not required to) increase the Conversion

Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase shares of 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.

(i)

Notwithstanding anything to the contrary in this ‎Article 14, the Conversion Rate shall not be adjusted:

(i)

upon the issuance of any shares of Common Stock at a price below the Conversion Price or otherwise, other than any such issuance described

in clause ‎(a), ‎(b) or ‎(c) of this ‎Section 14.04;

(ii)

upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or

interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under

any plan;

(iii)

upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee,

director or consultant benefit or incentive plan or program (including pursuant to any evergreen plan) of or assumed by the Company or

any of the Company’s Subsidiaries;

(iv)

upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible

security not described in clause ‎(iii) of this subsection and outstanding as of the date the Notes were first issued;

(v)

for a third-party tender offer by any party other than a tender offer by one or more of the Company’s Subsidiaries as described

in clause ‎(e) of this ‎Section 14.04;

(vi)

upon the repurchase of any shares of Common Stock pursuant to an open market share purchase program or other buy-back transaction, including

structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives, or other buy-back

transaction, that is not a tender offer or exchange offer of the kind described under clause ‎(e) of this ‎Section 14.04;

(vii)

solely for a change in the par value (or lack of par value) of the Common Stock; or

(viii)

for accrued and unpaid interest, if any.

(j)

All calculations and other determinations under this ‎Article 14 shall be made by the Company and shall be made to the nearest

one-ten thousandth (1/10,000th) of a share.

(k)

If an adjustment to the Conversion Rate otherwise required by this ‎Section 14.04 would result in a change of less than 1%

to the Conversion Rate, then, notwithstanding the foregoing, the Company may, at its election, defer and carry forward such adjustment,

except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (i) when all

such deferred adjustments would result in an aggregate change of at least 1% to the Conversion Rate, (ii) on the Conversion Date for

any Notes (in the case of Physical Settlement), (iii) on each Trading Day of any Observation Period related to any conversion of Notes

(in the case of Cash Settlement or Combination Settlement), (iv) November 1, 2033 and (v) on the effective date of any Fundamental Change

and/or Make-Whole Fundamental Change, in each case, unless the adjustment has already been made. The provisions set forth in this Section

14.04(k) are referred to herein as the “1% Exception.”

(l)

Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Conversion Agent

if not the Trustee) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief

statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officer’s

Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry

that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company

shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each

adjustment becomes effective and shall deliver such notice of such adjustment of the Conversion Rate to each Holder. Failure to deliver

such notice shall not affect the legality or validity of any such adjustment.

(m)

For purposes of this ‎Section 14.04, the number of shares of Common Stock at any time outstanding shall not include shares

of Common Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares

of Common Stock held in the treasury of the Company, but shall include shares of Common Stock issuable in respect of scrip certificates

issued in lieu of fractions of shares of Common Stock.

Section

14.05. Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale

Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including, without

limitation, an Observation Period and the period, if any, for determining the Stock Price for purposes of a Make-Whole Fundamental Change),

the Company shall, in good faith, make appropriate adjustments (without duplication in respect of any adjustment made pursuant to ‎Section

14.04) to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the

Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date, as the case may be, of the event occurs, at any time during

the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be

calculated.

Section

14.06. Shares to Be Fully Paid. The Company shall at all times reserve, free from preemptive rights, out of its authorized but

unissued shares or shares held in treasury, a number of shares of Common Stock equal to the product of (a) the number of outstanding

Notes and (b) the Conversion Rate (assuming the Conversion Rate has been increased by the maximum number of Additional Shares pursuant

to ‎Section 14.03), to provide for conversion of the Notes from time to time as such Notes are presented for conversion.

Section

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

(a)

In the case of:

(i)

any recapitalization, reclassification or change of the Common Stock (other than a change to par value, or from par value to no par value,

or changes resulting from a subdivision or combination),

(ii)

any consolidation, merger, combination or similar transaction involving the Company,

(iii)

any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries substantially

as an entirety, or

(iv)

any statutory share exchange,

each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or

assets (including cash or any combination thereof) (any such event, a “Share Exchange Event”), then, at and after

the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right

to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including

cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to

such Share Exchange Event would have owned or been entitled to receive (the “Reference Property,” with each “unit

of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled

to receive) upon such Share Exchange Event and, prior to or at the effective time of such Share Exchange Event, the Company or the successor

or acquiring Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under ‎Section 10.01(g)

providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and

after the effective time of the Share Exchange Event, (A) the Company or the successor or acquiring Person, 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 conversion of Notes

in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section

14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon

conversion of the Notes in accordance with ‎Section 14.02 shall instead be deliverable in the amount and type of Reference Property

that a holder of that number of shares of Common Stock would have received in such Share Exchange Event, (III) the Daily VWAP or Last

Reported Sale Price shall be calculated based on the value of a unit of Reference Property that a holder of one share of Common Stock

would have received in such Share Exchange Event and (IV) the Daily VWAP or Last Reported Sale Price of any unit of Reference Property

or portion thereof that does not consist of a class of securities shall be the fair value of such unit of Reference Property or portion

thereof, as applicable, as determined in good faith by the Company (or in the case of cash denominated in U.S. dollars, the face amount

thereof).

the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type

of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes

will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders

of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration

referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share

Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange

Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the

Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03), multiplied

by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation

by paying cash to converting Holders on the fifth Business Day immediately following the relevant Conversion Date. The Company shall

notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable

after such determination is made.

the Reference Property in respect of any such Share Exchange Event includes, in whole or in part, shares of Common Equity or American

depositary receipts (or other interests) in respect thereof, such supplemental indenture described in the second immediately preceding

paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments

provided for in this ‎Article 14 with respect to the portion of the Reference Property consisting of such Common Equity or American

depositary receipts (or other interests) in respect thereof. If, in the case of any Share Exchange Event, the Reference Property includes

shares of stock, securities or other property or assets (including any combination thereof), other than cash and/or cash equivalents,

of a Person other than the Company or the successor or acquiring Person, as the case may be, in such Share Exchange Event, then such

supplemental indenture shall also be executed by such other Person, if such Person is an Affiliate of the Company or the successor or

acquiring Person, and shall contain such additional provisions to protect the interests of the Holders as the Company shall in good faith

reasonably consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article

15.

(b)

When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07, the Company

shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash,

securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to

be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered

notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each

Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental

indenture. If the Notes become convertible into Reference Property, the Company shall notify the Trustee and the Conversion Agent (if

other than the Trustee).

(c)

The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎Section 14.07.

None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes into cash, shares of Common Stock or

a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 14.01 and ‎Section 14.02

prior to the effective date of such Share Exchange Event.

(d)

The above provisions of this Section shall similarly apply to successive Share Exchange Events.

Section

14.08. Certain Covenants. (a) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully

paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

(b)

The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require registration

with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued

upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission, secure such registration

or approval, as the case may be.

(c)

The Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated quotation

system the Company will list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation

system, any Common Stock issuable upon conversion of the Notes.

Section

14.09. Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility

to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment

(including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made,

or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee

and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of

Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and

the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent

shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or

other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties,

responsibilities or covenants of the Company contained in this ‎Article 14. Without limiting the generality of the foregoing,

neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained

in any supplemental indenture entered into pursuant to ‎Section 14.07 relating either to the kind or amount of shares of stock

or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such

‎Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of ‎Section

7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall

be protected in relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to

the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible

for determining whether any event contemplated by ‎Section 14.01(b) has occurred that makes the Notes eligible for conversion

or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in ‎Section

14.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent

may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence

of any such event or at such other times as shall be provided for in ‎Section 14.01(b). Neither the Trustee nor the Conversion

Agent shall have the responsibility for any act or omission of any Designated Financial Institution described in ‎Section

14.12.

Section

14.10. [Reserved.]

Section

14.11. Stockholder Rights Plans. If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share

of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates

representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms

of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the

rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the

Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the

Common Stock Distributed Property as provided in ‎Section 14.04(c), subject to readjustment in the event of the expiration,

termination or redemption of such rights.

Section

14.12. Exchange in Lieu of Conversion.

(a)

When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct

the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more

financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu

of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely

pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof, at the Company’s

election, that would otherwise be due upon conversion pursuant to ‎Section 14.02 or such other amount agreed to by the Holder

and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election,

the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee,

the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange

Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the

Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be.

(b)

Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the

Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver,

as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for

exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required

pursuant to this Indenture as if the Company had not made the Exchange Election.

(c)

The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not

require such Designated Financial Institution(s) to accept any Notes.

Article

Repurchase

of Notes at Option of Holders

Section

15.01. [Intentionally Omitted].

Section

15.02. Repurchase at Option of Holders Upon a Fundamental Change.

(a)

Subject to ‎Section 15.02(f), if a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s

option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof

properly surrendered and not validly withdrawn pursuant to ‎Section 15.03 that is equal to $1,000 or an integral multiple

of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20

Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to

100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase

Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular

Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead

pay the full amount of accrued and unpaid interest to Holders of record as of the close of business on such Regular Record Date on, or

at the Company’s election, before, such Interest Payment Date, and the Fundamental Change Repurchase Price shall be equal to 100%

of the principal amount of Notes to be repurchased pursuant to this ‎Article 15.

(b)

Repurchases of Notes under this ‎Section 15.02 shall be made, at the option of the Holder thereof, upon:

(i)

delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in

the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance

with the Depositary’s applicable procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each

case, on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and

(ii)

delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase

Notice (together with all necessary endorsements for transfer) and on or before the close of business on the Business Day immediately

preceding the Fundamental Change Repurchase Date at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes,

if the Notes are Global Notes, in compliance with the applicable procedures of the Depositary, in each case, such delivery or transfer

being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor.

The

Fundamental Change Repurchase Notice in respect of any Physical Notes to be repurchased shall state:

(i)

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

(ii)

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

(iii)

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

the Notes are Global Notes, in order to exercise the Fundamental Change repurchase right, Holders must surrender their Notes in accordance

with applicable Depositary procedures.

Notwithstanding

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

‎Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior

to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice

of withdrawal to the Paying Agent in accordance with ‎Section 15.03.

The

Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of

withdrawal thereof.

(c)

On or before the 20th Business Day after the occurrence of the effective date of a Fundamental Change, subject to ‎Section

15.02(f), the Company shall provide to all Holders and the Trustee, the Conversion Agent (in the case of a Conversion Agent other than

the Trustee) and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company

Notice”) of the occurrence of the effective date of the Fundamental Change and of the resulting repurchase right at the option

of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of

Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. Simultaneously with providing

such notice, the Company shall publish such information on the Company’s website or through such other public medium as the Company

may use at that time. Each Fundamental Change Company Notice shall specify:

(i)

the events causing the Fundamental Change;

(ii)

the effective date of the Fundamental Change;

(iii)

the last date on which a Holder may exercise the repurchase right pursuant to this ‎Article 15;

(iv)

the Fundamental Change Repurchase Price;

(v)

the Fundamental Change Repurchase Date;

(vi)

the name and address of the Paying Agent and the Conversion Agent, if applicable;

(vii)

the Conversion Rate and, if applicable, any adjustments to the Conversion Rate as a result of the Fundamental Change (or related Make-Whole

Fundamental Change);

(viii)

that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the

Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; and

(ix)

the procedures that Holders must follow to require the Company to repurchase their Notes.

failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect

the validity of the proceedings for the repurchase of the Notes pursuant to this ‎Section 15.02.

the Company’s written request given at least two (2) Business Days before such notice is to be sent (or such shorter period as

shall be acceptable to the Trustee), the Trustee shall give such notice in the Company’s name and at the Company’s expense;

provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company.

(d)

Notwithstanding anything to the contrary in this ‎Article 15, the Company shall not be required to repurchase, or to make

an offer to repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time

and otherwise in compliance with the requirements for an offer made by the Company as set forth in this ‎Article 15 and such

third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and

otherwise in compliance with the requirements for an offer made by the Company as set forth above.

(e)

Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental

Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date

(except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price

with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during

the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental

Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the

applicable procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may

be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

(f)

Notwithstanding anything to the contrary in this ‎Section 15.02, the Company shall not be required to send a Fundamental Change

Company Notice, or offer to repurchase or repurchase any Notes, as set forth in this ‎‎Article 15, in connection with

a Fundamental Change occurring pursuant to clause (b)(A) or (B) of the definition thereof, if: (i) such Fundamental Change constitutes

a Share Exchange Event whose Reference Property consists entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change,

the Notes become convertible (pursuant to ‎‎Section 14.07 and, if applicable, ‎Section 14.03) into consideration

that consists solely of U.S. dollars in an amount per $1,000 principal amount of Notes that equals or exceeds the Fundamental Change

Repurchase Price per $1,000 principal amount of Notes (calculated assuming that the same includes the maximum amount of accrued but unpaid

interest payable as part of the Fundamental Change Repurchase Price for such Fundamental Change); and (iii) the Company timely sends

the notice relating to such Fundamental Change required pursuant to ‎Section 14.01(b)(iii). Any Fundamental Change with respect

to which, in accordance with the provisions described in this ‎Section 15.02(f), the Company does not offer to repurchase

any Notes is referred to as herein as an “Exempted Fundamental Change.”

Section

15.03. Withdrawal of Fundamental Change Repurchase Notice. A Fundamental Change Repurchase Notice may be withdrawn (in whole or

in part) in respect of Physical Notes by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Paying

Agent in accordance with this ‎Section 15.03 at any time prior to the close of business on the Business Day immediately preceding

the Fundamental Change Repurchase Date, specifying:

(i)

the principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which must be $1,000 or an integral

multiple thereof,

(ii)

the certificate number of the Note in respect of which such notice of withdrawal is being submitted, and

(iii)

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

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

the Notes are Global Notes, Holders must withdraw their Notes subject to repurchase at any time prior to the close of business on the

Business Day immediately preceding the Fundamental Change Repurchase Date in accordance with applicable procedures of the Depositary.

Section

15.04. Deposit of Fundamental Change Repurchase Price. (a) The Company will deposit with the Trustee (or other Paying Agent appointed

by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in ‎Section

4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase

all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by

the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not validly withdrawn

prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on the

later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in ‎Section 15.02)

and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company)

by the Holder thereof in the manner required by ‎Section 15.02 by mailing checks for the amount payable to the Holders of

such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary

shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly

after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase

Price.

(b)

If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by the Company)

holds money sufficient to pay the Fundamental Change Repurchase Price (and, to the extent not included in the Fundamental Change Repurchase

Price, accrued and unpaid interest, if applicable) of the Notes to be repurchased on such Fundamental Change Repurchase Date, then, with

respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes will cease

to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or

whether or not the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes

will terminate (other than the right to receive the Fundamental Change Repurchase Price and, to the extent not included in the Fundamental

Change Repurchase Price, accrued and unpaid interest, if applicable).

(c)

Upon surrender of a Note that is to be repurchased in part pursuant to ‎Section 15.02, the Company shall execute and the Trustee

shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased

portion of the Note surrendered.

Section

15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer upon a Fundamental

Change pursuant to this ‎Article 15, the Company will, if required:

(a)

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

(b)

file a Schedule TO or any other required schedule under the Exchange Act; and

(c)

otherwise comply in all material respects with all federal and state securities laws in connection with any offer by the Company to repurchase

the Notes;

each case, so as to permit the rights and obligations under this ‎Article 15 to be exercised in the time and in the manner specified

in this ‎Article 15.

the extent that the provisions of any securities laws or regulations enacted or adopted after the date of this Indenture conflict with

the provisions of this Indenture relating to the Company’s obligations to repurchase the Notes upon a Fundamental Change, the Company

shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under such provisions

of this Indenture by virtue of such conflict.

Article

Redemption

Section

16.01. No Redemption. The Notes shall not be redeemable by the Company prior to the Maturity Date, and no sinking fund is provided

for the Notes.

Article

Miscellaneous

Provisions

Section

17.01. Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements of the Company

contained in this Indenture shall bind its successors and assigns whether so expressed or not.

Section

17.02. Official Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required

to be done or performed by any board, committee or Officer of the Company shall and may be done and performed with like force and effect

by the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the

Company.

Section

17.03. Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be

given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes

if given or served by overnight courier or by being deposited postage prepaid by registered or certified mail in a post office letter

box addressed (until another address is filed by the Company with the Trustee) to AST SpaceMobile, Inc., Midland International Air &

Space Port, 2901 Enterprise Lane, Midland, Texas 79706, Attention: General Counsel. Any notice, direction, request or demand hereunder

to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or served by being deposited

postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically

in PDF format to an email address specified by the Trustee.

The

Trustee, by notice to the Company, may designate additional or different addresses for subsequent notices or communications.

Any

notice or communication delivered or to be delivered to a Holder of Physical Notes shall be mailed to it by first class mail, postage

prepaid, at its address as it appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed.

Any notice or communication delivered or to be delivered to a Holder of Global Notes shall be delivered in accordance with the applicable

procedures of the Depositary and shall be sufficiently given to it if so delivered within the time prescribed; provided that notice

to the Trustee and the Conversion Agent shall be deemed given upon actual receipt by the Trustee or the Conversion Agent, as applicable.

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event

(including any Fundamental Change Company Notice) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently

given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including

by electronic mail in accordance with the Depositary’s applicable procedures.

Failure

to mail or deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed or delivered, as the case may be, in the manner provided above, it is duly given, whether or not

the addressee receives it.

case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice

to Holders by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification

for every purpose hereunder.

Section

17.04. Governing Law; Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED

TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The

Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal

action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with

this Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United States located in the Borough

of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably

consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect

to any action, suit or proceeding for itself in respect of its properties, assets and revenues.

The

Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have

to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought

in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York

and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit

or proceeding brought in any such court has been brought in an inconvenient forum.

Section

17.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application

or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall, if requested

by the Trustee, furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such action is permitted by

the terms of this Indenture.

Each

Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the

Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in ‎Section 4.08,

‎Section 7.02(h) and ‎Section 8.04) shall include (a) a statement that the person signing such certificate is familiar with the

requested action and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which

the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made such examination

or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by

this Indenture; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture

and that all conditions precedent to such action have been complied with; provided that no Opinion of Counsel shall be required

to be delivered in connection with (1) the original issuance of Notes on the date hereof under this Indenture or (2) a request by the

Company that the Trustee deliver a notice to Holders under this Indenture where the Trustee receives an Officer’s Certificate with

respect to such notice. With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates

of public officials.

Notwithstanding

anything to the contrary in this ‎Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall

or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall

be entitled to, or entitled to request, such Opinion of Counsel.

Section

17.06. Legal Holidays. In any case where any Interest Payment Date, any Fundamental Change Repurchase Date or the Maturity Date

is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding

Business Day with the same force and effect as if taken on such date, and no interest shall accrue in respect of the delay.

Section

17.07. No Security Interest Created. Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to constitute

a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

Section

17.08. Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other

than the Holders, the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their

successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section

17.09. Table of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and sections of this

Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or

restrict any of the terms or provisions hereof.

Section

17.10. Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and

subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and

exchanges of Notes hereunder, including under ‎Section 2.04, ‎Section 2.05, ‎Section 2.06, ‎Section

2.07, ‎Section 10.04 and ‎Section 15.04 as fully to all intents and purposes as though the authenticating agent

had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture,

the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes

“by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be

deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating

agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to ‎Section 7.08.

Any

corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any

corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party,

or any corporation or other entity succeeding to all or substantially all of the corporate trust business of any authenticating agent,

shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under

this ‎Section 17.10, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating

agent or such successor corporation or other entity.

Any

authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may

at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and

to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent

shall cease to be eligible under this Section, the Trustee may appoint a successor authenticating agent (which may be the Trustee), shall

give written notice of such appointment to the Company and shall deliver notice of such appointment to all Holders.

The

Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services although the Company may

terminate the authenticating agent, if it determines such agent’s fees to be unreasonable.

The

provisions of ‎Section 7.02, ‎Section 7.03, ‎Section 7.04, ‎Section 8.03 and this ‎Section 17.10 shall be applicable

to any authenticating agent.

an authenticating agent is appointed pursuant to this ‎Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s

certificate of authentication, an alternative certificate of authentication in the following form:

__________________________,

Authenticating Agent, certifies that this is one of the Notes described in the within-named

Indenture.

By: ____________________

Authorized Officer

Section

17.11. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original,

but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature

pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Indenture as to the

parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile,

PDF or other electronic transmission shall constitute effective execution and delivery of this Indenture as to the other parties hereto

and shall be deemed to be their original signatures for all purposes.

Section

17.12. Severability. In the event any provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable,

then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected

or impaired.

Section

17.13. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR

THE TRANSACTIONS CONTEMPLATED HEREBY.

Section

17.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its

obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,

strikes, work stoppages, accidents, acts of war or terrorism, pandemics, epidemics, quarantine restrictions, recognized public emergencies,

civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,

communications or computer (software and hardware) services (it being understood that the Trustee shall use reasonable efforts that are

consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances).

Section

17.15. Calculations. Except as otherwise provided herein, the Company shall be responsible for making all calculations called

for under this Indenture and the Notes. These calculations include, but are not limited to, determinations of the Stock Price, Last Reported

Sale Prices of the Common Stock, the Trading Price of the Notes (for purposes of determining whether the Notes are convertible as described

herein), the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, any accrued interest payable on the Notes, Additional

Interest, if any, payable on the Notes, the Conversion Price and the Conversion Rate of the Notes. The Company shall make all these calculations

in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The Company

shall provide a schedule of its calculations to each of the Trustee, the Paying Agent (if other than the Trustee) and the Conversion

Agent (if other than the Trustee), and each of the Trustee, the Paying Agent and the Conversion Agent is entitled to rely conclusively

upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward the Company’s

calculations to any Holder of Notes upon the request of that Holder at the sole cost and expense of the Company. The Trustee, Paying

Agent and Conversion Agent shall have no responsibility for any calculations under this Indenture or the Notes or for verifying the Company’s

calculations.

Section

17.16. USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee,

like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,

and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.

The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee

to satisfy the requirements of the USA PATRIOT Act.

Section

17.17. Electronic Signatures. All notices, approvals, consents, requests and any communications hereunder must be in writing (provided

that any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital

signature provided by DocuSign (or such other digital signature provider as specified in writing to Trustee by the authorized representative),

in English). The Company agrees to assume all risks arising out of the use of digital signatures and electronic methods to submit communications

to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse

by third parties.

Unless

otherwise provided in this Indenture or in any Note, the words “execute”, “execution”, “signed”,

and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture,

any Note or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) will be deemed

to include electronic signatures and the keeping of records in electronic form, each of which will be, except with respect to authentication

of the Notes by the Trustee, of the same legal effect, validity or enforceability as a manually executed signature in ink or the use

of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the

Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any

other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the

contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly

agreed to by the Trustee pursuant to reasonable procedures approved by the Trustee.

[Remainder

of page intentionally left blank]

WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

AST

SPACEMOBILE, INC.

By: /s/

Andrew Johnson

Name: Andrew

M. Johnson

Title: Executive

Vice President, Chief Financial Officer and Chief Legal Officer

[Signature

Page to Indenture]

U.S.

BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By: /s/

Bradley Scarbrough

Name: Bradley

E. Scarbrough

Title: Vice

President

[Signature

Page to Indenture]

EXHIBIT

[FORM

OF FACE OF NOTE]

[INCLUDE

FOLLOWING LEGEND IF A GLOBAL NOTE]

[UNLESS

THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),

TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME

OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO

CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF

FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[INCLUDE

FOLLOWING LEGEND IF A RESTRICTED SECURITY]

[THIS

SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED,

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

INTEREST HEREIN, THE ACQUIRER:

(1)

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

144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2)

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

THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT:

(A)

TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)

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

(C)

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

(D)

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

REQUIREMENTS OF THE SECURITIES ACT.

PRIOR

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

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

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

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

A-1

AST

SpaceMobile, Inc.

1.625%

Convertible Senior Note due 2034

No. [_____] [Initially]1

$[_____________]

CUSIP No. [______]

AST

SpaceMobile, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company,”

which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received

hereby promises to pay to [CEDE & CO.]2 [_______]3, or registered assigns, the principal sum [as set forth

in the “Schedule of Exchanges of Notes” attached hereto]4 [of $[_______]]5, which amount, taken together

with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $1,000,000,000 in aggregate

at any time (or $1,150,000,000 if the Initial Purchasers exercise their option to purchase additional Notes in full as set forth in the

Purchase Agreement), in accordance with the rules and applicable procedures of the Depositary, on February 1, 2034, and interest thereon

as set forth below.

This

Note shall bear interest at the rate of 1.625% per year from July 20, 2026, or from the most recent date to which interest has been paid

or provided for to, but excluding, the next scheduled Interest Payment Date until February 1, 2034. Interest is payable semi-annually

in arrears on each February 1 and August 1, commencing on February 1, 2027, to Holders of record at the close of business on the preceding

January 15 and July 15 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in

‎Section 4.06(d) and ‎Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any

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

to either of such ‎Section 4.06(d) or ‎Section 6.03, and any express mention of the payment of Additional Interest in any provision

therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made.

Any

Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable

law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid

by the Company, at its election, in accordance with ‎Section 2.03(c) of the Indenture.

Include if a global note.

Include if a physical note.

Include if a global note.

Include if a physical note.

A-2

The

Company shall pay or cause the Paying Agent to pay the principal of and interest on this Note, if and so long as such Note is a Global

Note, by wire transfer in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder

of such Note. As provided in and subject to the provisions of the Indenture, the Company shall pay the principal of any Notes (other

than Notes that are Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated

the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its Corporate Trust Office in the continental United States

of America as a place where Notes may be presented for payment or for registration of transfer and exchange.

Reference

is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the

Holder of this Note the right to convert this Note into cash, shares of Common Stock or a combination of cash and shares of Common Stock,

as applicable, on the terms and subject to the limitations set forth in the Indenture. Such further provisions shall for all purposes

have the same effect as though fully set forth at this place.

This

Note, and any claim, controversy or dispute arising under or related to this Note, shall be construed in accordance with and governed

by the laws of the State of New York.

the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control and govern.

This

Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually

by the Trustee or a duly authorized authenticating agent under the Indenture.

[Remainder

of page intentionally left blank]

A-3

WITNESS WHEREOF, the Company has caused this Note to be duly executed.

AST SPACEMOBILE, INC.

By:

Name:

Title:

Dated:

TRUSTEE’S

CERTIFICATE OF AUTHENTICATION

U.S.

BANK TRUST COMPANY, NATIONAL ASSOCIATION

Trustee, certifies that this is one of the Notes described

the within-named Indenture.

By:

Authorized

Signatory

A-4

[FORM

OF REVERSE OF NOTE]

AST

SpaceMobile, Inc.

1.625%

Convertible Senior Note due 2034

This

Note is one of a duly authorized issue of Notes of the Company, designated as its 1.625% Convertible Senior Notes due 2034 (the “Notes”),

limited to the aggregate principal amount of $1,000,000,000 (as may be increased by an amount equal to the aggregate principal amount

of any additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as

set forth in the Purchase Agreement), all issued or to be issued under and pursuant to an Indenture dated as of July 20, 2026 (the “Indenture”),

between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to which Indenture

and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations,

duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited

aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined

in this Note shall have the respective meanings set forth in the Indenture.

case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by

either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall

become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.

Subject

to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change

Repurchase Price on the Fundamental Change Repurchase Date and the principal amount on the Maturity Date, as the case may be, to the

Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in

money of the United States that at the time of payment is legal tender for payment of public and private debts.

The

Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the consent of the Holders of

the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount

of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures modifying the terms

of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders

of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive

any past Default or Event of Default under the Indenture and its consequences.

A-5

Each

Holder shall have the right to 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 conversion of, this

Note at the place, at the respective times, at the rate and in the lawful money or shares of Common Stock, as the case may be, herein

prescribed.

The

Notes are issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. At

the office or agency designated by the Company and referred to on the face hereof, and in the manner and subject to the limitations provided

in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, without payment

of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax

that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of Notes

being different from the name of the Holder of the old Notes surrendered for such exchange.

The

Notes shall not be redeemable by the Company prior to the Maturity Date. No sinking fund is provided for the Notes.

Upon

the occurrence of a Fundamental Change (other than an Exempted Fundamental Change), the Holder has the right, at such Holder’s

option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of

$1,000 or integral multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase

Price.

Subject

to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of

certain conditions specified in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately preceding

the Maturity Date, to convert any Notes or portion thereof that is $1,000 or an integral multiple thereof, into cash, shares of Common

Stock or a combination of cash and shares of Common Stock, at the Company’s election, at the Conversion Rate specified in the Indenture,

as adjusted from time to time as provided in the Indenture.

A-6

ABBREVIATIONS

The

following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in

full according to applicable laws or regulations:

TEN

COM = as tenants in common

UNIF

GIFT MIN ACT = Uniform Gifts to Minors Act

CUST

= Custodian

TEN

ENT = as tenants by the entireties

TEN = joint tenants with right of survivorship and not as tenants in common

Additional

abbreviations may also be used though not in the above list.

A-7

SCHEDULE

OF EXCHANGES OF NOTES

AST

SpaceMobile, Inc.

1.625%

Convertible Senior Notes due 2034

The

initial principal amount of this Global Note is _______ DOLLARS ($[_________]). The following increases or decreases in this Global Note

have been made:

Date

of exchange

Amount

of decrease in principal amount of this Global Note

Amount

of increase in principal amount of this Global Note

Principal

amount of this Global Note following such decrease or increase

Signature

of authorized signatory of Trustee or Custodian

Include if a global note.

A-8

ATTACHMENT

[FORM

OF NOTICE OF CONVERSION]

To: U.S.

Bank Trust Company, National Association

633

West 5th Street, 24th Floor

Los

Angeles, California 90071

Attention:

B. Scarbrough (AST SpaceMobile, Inc. Administrator)

The

undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal

amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common

Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any

shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes

representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name

has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person

other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance

with ‎Section 14.02(d) and ‎Section 14.02(e) of the Indenture. Any amount required to be paid to the undersigned on account of

interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.

Dated:

Signature(s)

Signature Guarantee

Signature(s) must

be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership

in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common

Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder.

Fill in for registration

of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:

(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

Principal

amount to be converted (if less than all): $______,000

NOTICE:

The above signature(s) of the Holder(s) hereof must correspond with the name as written upon

the face of the Note in every particular without alteration or enlargement or any change

whatever.

Social Security or Other Taxpayer

Identification Number

ATTACHMENT

[FORM

OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

To: U.S.

Bank Trust Company, National Association

633

West 5th Street, 24th Floor

Los

Angeles, California 90071

Attention:

B. Scarbrough (AST SpaceMobile, Inc. Administrator)

The

undersigned registered owner of this Note hereby acknowledges receipt of a notice from AST SpaceMobile, Inc. (the “Company”)

as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests

and instructs the Company to pay to the registered holder hereof in accordance with ‎Section 15.02 of the Indenture referred to in

this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple

thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record

Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such

Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the

Indenture.

the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below:

Dated:

Signature(s)

Social

Security or Other Taxpayer Identification Number

Principal

amount to be repaid (if less than all): $______,000

NOTICE:

The above signature(s) of the Holder(s) hereof must correspond with the name as written upon

the face of the Note in every particular without alteration or enlargement or any change

whatever.

ATTACHMENT

[FORM

OF ASSIGNMENT AND TRANSFER]

For

value received ____________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social security

or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints _____________________

attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

connection with any transfer of the within Note, the undersigned confirms that such Note is being transferred:

☐

To AST SpaceMobile, Inc. or a subsidiary thereof; or

☐

Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or

☐

Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or

☐

Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration

requirements of the Securities Act of 1933, as amended.

Dated:

Signature(s)

Signature Guarantee

Signature(s) must

be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership

in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered,

other than to and in the name of the registered holder.

NOTICE:

The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration

or enlargement or any change whatever.

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

[Dealer

name and address]

To:

AST

SpaceMobile, Inc.

Midland

International Air & Space Port

2901

Enterprise Lane

Midland,

Texas 79706

From:

[Dealer]

Re:

Base

Capped Call Transaction

Date:

July

15, 2026

Dear

Ladies and Gentlemen:

The

purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced

transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”)

and AST SpaceMobile, Inc., a Delaware corporation (“Counterparty”). This communication constitutes a “Confirmation”

as referred to in the ISDA 2002 Master Agreement specified below.

This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”)

and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and

together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives

Association, Inc. In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will

govern, and in the event of any inconsistency between terms defined in the Equity Definitions and this Confirmation, this Confirmation

shall govern.

This

Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this

Confirmation relates. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the ISDA

2002 Master Agreement as if Dealer and Counterparty had executed an agreement in such form on the Trade Date (but without any Schedule

except for (i) the election of the laws of the State of New York as the governing law (without reference to choice of law doctrine other

than as set forth in Sections 5-1401 and 5-1402 of the New York General Obligations Law), [(ii) the election of an executed guarantee

of [__________] (“Guarantor”) dated as of the Trade Date in substantially the form attached hereto as Schedule 1 as

a Credit Support Document, (iii) the election of Guarantor as Credit Support Provider in relation to Dealer] and [(ii)][(iv)] the election

that the “Cross-Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Dealer, with (a) a “Threshold

Amount” of 3% of the shareholders’ equity of [Dealer][Guarantor] on the Trade Date, (b) “Specified Indebtedness”

having the meaning set forth in Section 14 of the Agreement, except that it shall not include any obligation in respect of deposits received

in the ordinary course of [Dealer’s][Guarantor’s] banking business, (c) the phrase “, or becoming capable at such time

of being declared,” being deleted from clause (1) of such Section 5(a)(vi) of the Agreement and (d) the following sentence being

added to the end of Section 5(a)(vi) of the Agreement: “Notwithstanding the foregoing, a default under subsection (2) hereof shall

not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature;

(ii) funds were available to enable the relevant party to make payment when due; and (iii) the payment is made within two Local Business

Days of such party’s receipt of written notice of its failure to pay.”).

All

provisions contained in, or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein.

In the event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.

The

Transaction hereunder shall be the sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and

Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed

to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation

or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction shall not be considered a Transaction

under, or otherwise governed by, such existing or deemed ISDA Master Agreement.

The Transaction constitutes a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction

to which this Confirmation relates are as follows:

General Terms:

Trade

Date:

July

15, 2026

Effective

Date:

July

20, 2026, or such other date as agreed by the parties in writing.

Components:

The

Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with

the Number of Options and Expiration Date set forth in Annex A to this Confirmation. The exercise, valuation and settlement

of the Transaction will be effected separately for each Component as if each Component were a separate Transaction under the Agreement.

Option

Style:

“European”,

as described under “Procedures for Exercise” below.

Option

Type:

Call

Seller:

Dealer

Buyer:

Counterparty

The

Class A common stock of Counterparty, par value USD 0.0001 per share (Ticker Symbol: “ASTS”).

Number

of Options:

For

each Component, as provided in Annex A to this Confirmation.

Option

Entitlement:

One

Share per Option

Strike

Price:

USD

79.5722

Cap

Price:

USD

[_____]; provided that in no event shall the Cap Price be reduced to an amount less than the Strike Price in connection with

any adjustment by the Calculation Agent under this Confirmation.

Number

of Shares:

of any date, a number of Shares equal to the product of (i) the aggregate Number of Options for all Components and (ii) the Option

Entitlement.

Premium:

USD

[_____] (Premium per Option approximately USD [_____]); Dealer and Counterparty hereby agree that notwithstanding anything to the

contrary herein or in the Agreement, following the payment of the Premium, in the event that (a) an Early Termination Date (whether

as a result of an Event of Default or a Termination Event) (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv)

of the Agreement that is within Counterparty’s control) occurs or is designated with respect to any Transaction and, as a result,

Counterparty owes to Dealer the amount calculated under Section 6(d) and Section 6(e) or otherwise under the Agreement (calculated

as if the Transactions terminated on such Early Termination Date were the sole Transactions under the Agreement) or (b) Counterparty

owes to Dealer, pursuant to Sections 12.2, 12.3, 12.6, 12.7, 12.8 or 12.9 of the Equity Definitions or otherwise under the Equity

Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero.

Premium Payment Date:

The Effective Date

Exchange:

Nasdaq Global Select Market

Related Exchange:

All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States” before the word “exchange” in the tenth line of such Section.

Procedures for Exercise:

Expiration Time:

The Valuation Time

Expiration Date:

For any Component, as provided in Annex A to this Confirmation (or, if such date is not a Scheduled Valid Day, the next following Scheduled Valid Day that is not already an Expiration Date for another Component); provided that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Valid Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component of the Transaction hereunder; and provided further that in no event shall the Expiration Date be postponed to a date later than the Final Termination Date and, notwithstanding anything to the contrary in this Confirmation or the Equity Definitions, if any Expiration Date that occurs on the Final Termination Date is a Disrupted Day, the Relevant Price for such Expiration Date shall be the prevailing market value per Share determined by the Calculation Agent in a good faith and commercially reasonable manner. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine in a good faith and commercially reasonable manner that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make commercially reasonable adjustments to the Number of Options for the relevant Component for which such day shall be the Expiration Date, shall designate the Scheduled Valid Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Options for such Component and may determine the Relevant Price based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date.

Final Termination Date:

March 28, 2034

Automatic Exercise:

Applicable; and means that the Number of Options for the relevant Component will be deemed to be automatically exercised at the Expiration Time on the Expiration Date for such Component if at such time such Component is In-the-Money unless Buyer notifies Seller (in writing) prior to the Expiration Time on such Expiration Date that it does not wish Automatic Exercise to occur with respect to such Component, in which case Automatic Exercise will not apply with respect to such Component. “In-the-Money” means, in respect of any Component, that the Relevant Price on the Expiration Date for such Component is greater than the Strike Price for such Component.

Valuation

Time:

The

close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended,

the Calculation Agent shall determine the Valuation Time in a good faith and commercially reasonable manner.

Valuation

Date:

For

any Component, the Expiration Date therefor.

Market

Disruption Event:

Section

6.3(a) of the Equity Definitions is hereby amended by deleting the words “during the

one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in

Valuation Time or Knock-out Valuation Time, as the case may be,” in clause (ii) thereof.

Section

6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled

Closing Time” in the fourth line thereof.

Settlement Terms:

Settlement

Method Election:

Applicable;

provided that (a) Section 7.1 of the Equity Definitions is hereby amended by replacing

the term “Physical Settlement” with the term “Net Share Settlement”,

(b) Counterparty must make a single irrevocable election for all Components and (c) if Counterparty

is electing Cash Settlement, such Settlement Method Election will be effective only if Counterparty

represents and warrants to Dealer in writing on the date of such Settlement Method Election

that (i) Counterparty is not in possession of any material non-public information regarding

Counterparty or the Shares, and (ii) such election is being made in good faith and not as

part of a plan or scheme to evade compliance with the federal securities laws.

Without

limiting the generality of the foregoing, Counterparty acknowledges its responsibilities under applicable securities laws, and in

particular Sections 9 and 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the

rules and regulations promulgated thereunder in respect of such election.

Electing

Party:

Counterparty

Settlement

Method Election Date:

The

second Scheduled Valid Day prior to the scheduled Expiration Date for the Component with the earliest scheduled Expiration Date.

Default

Settlement Method:

Net

Share Settlement

Net

Share Settlement:

With

respect to any Component, if Net Share Settlement is applicable to the Options exercised

or deemed exercised hereunder, Dealer will deliver to Counterparty, on the Settlement Date,

a number of Shares (the “Net Share Settlement Amount”) equal to (i) the

Daily Option Value on the Expiration Date of such Component divided by (ii) the Relevant

Price on such Expiration Date.

Dealer

will deliver cash in lieu of any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the

Relevant Price for the Expiration Date of such Component.

Cash

Settlement:

With

respect to any Component, if Cash Settlement is applicable to the Options exercised or deemed exercised hereunder, in lieu of Section

8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the Settlement Date, an amount of cash (the “Cash Settlement

Amount”) equal to the Daily Option Value on the Expiration Date of such Component.

Daily

Option Value:

For

any Component, an amount equal to (i) the Number of Options in such Component, multiplied by (ii) the Option Entitlement,

multiplied by (iii) (A) the lesser of the Relevant Price on the Expiration Date of such Component and the Cap Price, minus

(B) the Strike Price on such Expiration Date; provided that if the calculation contained in clause (iii) above results in

a negative number, the Daily Option Value for such Component shall be deemed to be zero. In no event will the Daily Option Value

be less than zero.

Valid

Day:

day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange. If the Shares

are not listed, quoted or admitted for trading on any U.S. securities exchange or any other market, “Valid Day”

means a Business Day.

Scheduled

Valid Day:

day that is scheduled to be a Valid Day on the Exchange. If the Shares are not listed, quoted or admitted for trading on any U.S.

securities exchange or any other market, “Scheduled Valid Day” means a Business Day.

Business

Day:

Any

day other than a Saturday, a Sunday or other day on which banking institutions are authorized or required by law, regulation or executive

order to close or be closed in the State of New York.

Relevant

Price:

any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg

page “ASTS <equity> AQR” (or its equivalent successor if such page is not available) (the “VWAP”)

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

such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid

Day, as determined by the Calculation Agent in a good faith and commercially reasonable manner using, if practicable, a volume-weighted

average method substantially similar to the method for determining the VWAP). The Relevant Price will be determined without regard

to after-hours trading or any other trading outside of the regular trading session trading hours.

Settlement

Date:

For

all Components of the Transaction, the date one Settlement Cycle immediately following the Expiration Date for the Component with

the latest scheduled Expiration Date.

Settlement

Currency:

USD

Other

Applicable Provisions:

The

provisions of Sections 9.1(c), 9.8, 9.9, 9.11 and 9.12 of the Equity Definitions will be applicable, except that all references in

such provisions to “Physically-settled” shall be read as references to “Net Share Settlement.”

Representation

and Agreement:

Notwithstanding

anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge

that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions, obligations and limitations arising

from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required

to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to

Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the

“Securities Act”)).

Adjustments:

Method

of Adjustment:

Calculation

Agent Adjustment; provided that the parties agree that (x) open market Share repurchases at prevailing market prices and (y)

Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions (including,

without limitation, any discount to average VWAP prices) that are entered into at prevailing market prices and in accordance with

customary market terms for transactions of such type to repurchase the Shares shall not be considered Potential Adjustment Events

so long as, in the case of clause (y), after giving effect to such transaction, the aggregate number of Shares repurchased during

the term of the Transaction pursuant to all such transactions described in clause (y) would not exceed 20% of the number of Shares

outstanding as of the Trade Date, as determined by the Calculation Agent and as adjusted by the Calculation Agent in a commercially

reasonable manner to account for any subdivision or combination with respect to the Shares.

Extraordinary Events:

New

the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) thereof shall be deleted in its

entirety and replaced with “publicly quoted, traded or listed on any of The New York Stock Exchange, The Nasdaq Global Market

or The Nasdaq Global Select Market (or their respective successors) and of an entity or person organized under the laws of the United

States, any State thereof or the District of Columbia”.

Consequences

of Merger Events:

(a) Share-for-Share:

Modified

Calculation Agent Adjustment

(b) Share-for-Other:

Cancellation

and Payment (Calculation Agent Determination)

Cancellation

and Payment (Calculation Agent Determination); provided that the Calculation Agent may elect Component Adjustment for all

or part of the Transaction

Tender

Offer:

Applicable;

provided that (x) the definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions will be amended

by replacing “10%” with “20%” and (y) each of Section 12.1(d), Section 12.1(e) and Section 12.(l) of the

Equity Definitions will be amended by replacing the references therein to “voting shares” with “Shares”.

Consequences

of Tender Offers:

(a) Share-for-Share:

Modified

Calculation Agent Adjustment

(b) Share-for-Other:

Modified

Calculation Agent Adjustment

Modified

Calculation Agent Adjustment

Consequences

of Announcement Events:

Modified

Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement

Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references

to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the phrase

“exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall

be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)”

and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or

after the Announcement Event,” shall be inserted prior to the word “which” in the seventh line, and (z) for the

avoidance of doubt, the Calculation Agent shall, in good faith and a commercially reasonable manner, determine whether the relevant

Announcement Event has had a material economic effect on the Transaction and, if so, shall adjust the Cap Price accordingly to take

into account such economic effect on one or more occasions on or after the date of the Announcement Event up to, and including, the

final Expiration Date, any Early Termination Date and/or any other date of cancellation, it being understood that any adjustment

in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and shall

not be duplicative with any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions

or the Agreement; provided that in no event shall the Cap Price be adjusted to be less than the Strike Price. An

Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the

Equity Definitions is applicable; provided further that upon the Calculation Agent making an adjustment, determined in a commercially

reasonable manner, to the Cap Price upon any Announcement Event, then the Calculation Agent shall make an adjustment to the Cap Price

upon any announcement regarding the same event that gave rise to the original Announcement Event regarding the abandonment of any

such event to the extent necessary to reflect the economic effect of such subsequent announcement on the Transaction (provided

that in no event shall the Cap Price be less than the Strike Price).

Announcement

Event:

(i)

The public announcement (whether by Counterparty, any agent of Counterparty, any affiliate of Counterparty, a Valid Third Party Entity

or any affiliate, agent or representative of a Valid Third Party Entity) of any transaction or event that is reasonably likely to

be completed (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed,

the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to

the Shares) and, if completed, would constitute a Merger Event or Tender Offer, or the announcement by Counterparty of any intention

to enter into a Merger Event or Tender Offer, (ii) the public announcement by Counterparty of an intention by Counterparty to solicit

or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer,

(iii) the public announcement (whether by Counterparty, any agent of Counterparty, any affiliate of Counterparty, a Valid Third Party

Entity or any affiliate, agent or representative of a Valid Third Party Entity) of any potential acquisition or disposition by Counterparty

and/or its subsidiaries where the consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement,

or (iv) any subsequent public announcement (whether by Counterparty, any agent of Counterparty, any affiliate of Counterparty, a

Valid Third Party Entity or any affiliate, agent or representative of a Valid Third Party Entity) of a change to a transaction or

intention that is the subject of an announcement of the type described in clause (i), (ii) or (iii) of this sentence (including,

without limitation, a new announcement relating to such a transaction or intention or the announcement of a withdrawal from, or the

abandonment or discontinuation of, such a transaction or intention); provided that, for the avoidance of doubt, the occurrence

of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event

with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” “Merger

Event” shall have the meaning set forth in Section 12.1(b) of the Equity Definitions; provided that the portion of such

definition following the definition of “Reverse Merger” shall be disregarded.

Valid

Third Party Entity:

respect of any transaction or event, any third party that has a bona fide intent to enter into or consummate such transaction or

event (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent

may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to

the Shares).

Notice

of Merger Consideration and Consequences:

Upon

the occurrence of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration

(determined based in part upon any form of stockholder election), Counterparty shall reasonably promptly (but in any event prior

to the relevant Merger Date) notify the Calculation Agent of (i) the type and amount of consideration that a holder of Shares would

have been entitled to in the case of reclassifications, consolidations, mergers, sales or transfers of assets or other transactions

that cause Shares to be converted into the right to receive more than a single type of consideration and (ii) the weighted average

of the types and amounts of consideration to be received by the holders of Shares that affirmatively make such an election.

Nationalization,

Insolvency or Delisting:

Cancellation

and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the

Equity Definitions, it will also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any

of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors); if

the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation

system shall thereafter be deemed to be the Exchange.

Additional

Termination Event(s):

Notwithstanding

anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, the Transaction would be cancelled

or terminated (whether in whole or in part) pursuant to Article 12 of the Equity Definitions, an Additional Termination Event (with

the Transaction (or the cancelled or terminated portion thereof) being the Affected Transaction and Counterparty being the sole Affected

Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the Agreement

shall apply to such Affected Transaction.

Additional Disruption Events:

(a)

Change in Law:

Applicable;

provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation”

in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii)

by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately

following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging

Party on the Trade Date”; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended

by (i) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including,

for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized

or mandated by existing statute)” and (ii) adding the words “, or holding, acquiring or disposing of Shares or any Hedge

Positions relating to,” after the words “obligations under” in clause (Y) thereof.

(b)

Failure to Deliver:

Applicable

(c)

Insolvency Filing:

Applicable

(d)

Hedging Disruption:

Applicable;

provided that:

(i)

Section 12.9(a)(v) of the Equity Definitions is hereby amended by inserting the following sentence at the end of such Section:

“For

the avoidance of doubt, (i) the term “equity price risk” shall be deemed to include, but shall not be limited to, stock

price and volatility risk, and (ii) the transactions or assets referred to in phrases (A) or (B) above must be available on commercially

reasonable pricing and other terms.”;

(ii)

Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to

terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”; and

(iii)

it shall not be a Hedging Disruption if such inability occurs solely due to the deterioration of the creditworthiness of the Hedging

Party.

(e)

Increased Cost of Hedging:

Not

Applicable

Hedging

Party:

Dealer

Determining

Party:

For

all applicable Extraordinary Events, Dealer; all calculations and determinations made by the Determining Party shall be made in good

faith and in a commercially reasonable manner; provided that, upon receipt of written request from Counterparty, the Determining

Party shall promptly provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment

or determination made by it (including any quotations, market data or information from internal or external sources used in making

such calculation, adjustment or determination, as the case may be, in a commonly used file format for the storage and manipulation

of financial data, but without disclosing Determining Party’s proprietary models or other information that may be proprietary

or subject to contractual, legal or regulatory obligations to not disclose such information), and shall use commercially reasonable

efforts to provide such written explanation within five (5) Exchange Business Days from the receipt of such request.

Non-Reliance:

Applicable

Agreements

and Acknowledgments Regarding Hedging Activities:

Applicable

Additional

Acknowledgments:

Applicable

Calculation Agent: Dealer; provided that, following the occurrence of an Event of Default of the type described in Section

5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, Counterparty shall have the right to designate

a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the

date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation

Agent.

All

calculations, adjustments and determinations made by the Calculation Agent shall be made in good faith and in a commercially reasonable

manner; provided that, upon receipt of written request from Counterparty, the Calculation Agent shall promptly provide Counterparty

with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations,

market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case

may be, but without disclosing Dealer’s proprietary models or other information that may be proprietary or subject to contractual,

legal or regulatory obligations to not disclose such information), and shall use commercially reasonable efforts to provide such written

explanation within five (5) Exchange Business Days from the receipt of such request.

Account Details:

Dealer

Payment Instructions:

Bank:

[____________]

SWIFT:

[____________]

Bank

Routing:

[____________]

Acct

Name:

[____________]

Acct

No.:

[____________]

Counterparty

Payment Instructions: To be advised.

Offices:

The

Office of Dealer for the Transaction is: [____________]

The

Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party.

Notices: For purposes of this Confirmation:

(a)

Address for notices or communications to Counterparty:

To: AST

SpaceMobile, Inc.

Midland

International Air & Space Port

2901

Enterprise Lane

Midland,

Texas 79706

Attention: Chief

Legal Officer

Email: legal@ast-science.com

(b)

Address for notices or communications to Dealer:

To: [__]

[__]

Attention: [__]

Telephone: [__]

Facsimile: [__]

Email: [__]

Representations, Warranties and Agreements:

(a)

In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Counterparty represents and

warrants to and for the benefit of, and agrees with, Dealer as follows:

(i)

On the Trade Date (A) none of Counterparty and its officers and directors is aware of any material non-public information regarding Counterparty

or the Shares, and (B) all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to

the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements

contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material

fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were

made, not misleading.

(ii)

Counterparty is not on the Trade Date engaged in a “distribution,” as such term is defined in Regulation M under the Exchange

Act (“Regulation M”), of any securities of Counterparty, other than a distribution meeting the requirements of the

exceptions set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Counterparty shall not, until the second Exchange Business Day

immediately following the Trade Date, engage in any such distribution.

(iii)

On the Trade Date, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule

10b-18 of the Exchange Act) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative

instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating

to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository

share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer.

(iv)

Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that neither Dealer nor any of its

affiliates is making any representations or warranties or taking any position or expressing any view with respect to the treatment of

the Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and

Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts

in Entity’s Own Equity (or any successor issue statements).

(v)

[Reserved.]

(vi)

On or prior to the Trade Date, Counterparty shall deliver to Dealer a resolution of Counterparty’s board of directors authorizing

the Transaction and approving the Transaction and any related hedging activity for purposes of Section 203 of the Delaware General Corporation

Law.

(vii)

Counterparty is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible

into or exchangeable for Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares)

or otherwise in violation of the Exchange Act.

(viii)

Counterparty is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment

company,” as such term is defined in the Investment Company Act of 1940, as amended.

(ix)

On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Counterparty is greater than

the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section

244 of the General Corporation Law of the State of Delaware) of Counterparty, (B) the capital of Counterparty is adequate to conduct

the business of Counterparty, and Counterparty’s entry into the Transaction will not impair its capital, (C) Counterparty has the

ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond

its ability to pay as such debts mature, (D) Counterparty is not “insolvent” (as such term is defined under Section 101(32)

of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and (E) Counterparty would

be able to purchase the Number of Shares in compliance with the laws of the jurisdiction of Counterparty’s incorporation (including

the adequate surplus and capital requirements of Sections 154 and 160 of the General Corporation Law of the State of Delaware).

(x)

To Counterparty’s knowledge, no U.S. state or local law, rule, regulation or regulatory order applicable to the Shares would give

rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval

from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that no

such representation shall be made by Counterparty with respect to any rules and regulations applicable to Dealer (including, if applicable,

those promulgated by the Financial Industry Regulatory Authority, Inc.) arising from Dealer’s status as a regulated entity under

applicable law.

(xi)

Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment

strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer

or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000.

(b)

Each of Dealer and Counterparty agrees and represents that it is an “eligible contract participant” as defined in Section

1a(18) of the U.S. Commodity Exchange Act, as amended, and is entering into the Transaction as principal (and not as agent or in any

other capacity, fiduciary or otherwise) and not for the benefit of any third party.

(c)

Each of Dealer and Counterparty acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration

under the Securities Act, by virtue of Section 4(a)(2) thereof. Accordingly, Counterparty represents and warrants to Dealer that (i)

it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment

and its investments in and liabilities in respect of the Transaction, which it understands are not readily marketable, are not disproportionate

to its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in

the Transaction, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities

Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale thereof, (iv) the

assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is

restricted under this Confirmation, the Securities Act and state securities laws, and (v) its financial condition is such that it has

no need for liquidity with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy any

existing or contemplated undertaking or indebtedness and is capable of assessing the merits of and understanding (on its own behalf or

through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction.

(d)

Each of Dealer and Counterparty agrees and acknowledges that Dealer is a “financial institution,” “swap participant”

and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code. The parties

hereto further agree and acknowledge (A) that this Confirmation is (i) a “securities contract,” as such term is defined in

Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination

value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy

Code and a “settlement payment” within the meaning of Section 546 of the Bankruptcy Code, and (ii) a “swap agreement,”

as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection

herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning

of Section 362 of the Bankruptcy Code and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and (B)

that Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e),

546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code.

(e)

As a condition to the effectiveness of the Transaction, Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Effective

Date and reasonably acceptable to Dealer in form and substance, with respect to certain of the matters set forth in Section 3(a)(i),

(ii), (iii) and (iv) of the Agreement and Section 7(a)(viii) hereof; provided that any such opinion of counsel may contain customary

exceptions and qualifications, including, without limitation, exceptions and qualifications relating to indemnification provisions.

(f)

Counterparty understands that notwithstanding any other relationship between Counterparty and Dealer and its affiliates, in connection

with the Transaction and any other over-the-counter derivative transactions between Counterparty and Dealer or its affiliates, Dealer

or its affiliates is acting as principal and is not a fiduciary or advisor in respect of any such transaction, including any entry, exercise,

amendment, unwind or termination thereof.

(g)

[Each party acknowledges and agrees to be bound by the Conduct Rules of the Financial Industry Regulatory Authority, Inc. applicable

to transactions in options, and further agrees not to violate the position and exercise limits set forth therein.

(h)

Counterparty represents and warrants that it has received, read and understands the OTC Options Risk Disclosure Statement and a copy

of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized

Options”.]

Other Provisions:

(a)

Right to Extend. Dealer may divide any Component into additional Components and designate the Expiration Date and the Number of

Options for each such Component if Dealer determines, (x) in good faith and a commercially reasonable manner, that such further division

is necessary or advisable to preserve Dealer’s hedging or hedge unwind activity hereunder (assuming Dealer maintains a commercially

reasonable hedge position) in light of existing liquidity conditions or (y) in good faith, based on the advice of counsel, that such

further division is necessary or advisable to enable Dealer to effect purchases of Shares in connection with its commercially reasonable

hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Counterparty or an affiliated purchaser

of Counterparty, be compliant and consistent with applicable legal, regulatory or self-regulatory requirements, or with related policies

and procedures, generally applicable to transactions of the type of the Transaction; provided that in no event shall any Expiration

Date for any Component be postponed to a date later than the Final Termination Date.

(b)

Additional Termination Events. Promptly (but in any event within ten Scheduled Trading Days) following any repurchase, redemption

or conversion of any of Counterparty’s 1.625% Convertible Senior Notes due 2034 (the “Convertible Notes”) issued

pursuant to an Indenture to be dated July 20, 2026 between Counterparty and U.S. Bank Trust Company, National Association, as trustee,

Counterparty may notify Dealer in writing of such repurchase, redemption or conversion, the number of Convertible Notes so repurchased,

redeemed or converted, the number of Shares underlying such Convertible Notes and the number of Options as to which Counterparty elects

to exercise its termination rights under this Section 8(b) (any such notice, a “Note Repurchase Notice”). Notwithstanding

anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of (x) any Note Repurchase Notice, within the

applicable time period set forth in the preceding sentence, (y) a written representation and warranty by Counterparty that, as of the

date of such Note Repurchase Notice, Counterparty is not in possession of any material non-public information regarding Counterparty

or the Shares, and (z) a written representation and warranty by Counterparty that the aggregate Repurchase Options, together with any

options being terminated concurrently under other capped call transactions entered into in connection with the issuance of the Convertible

Notes, will not exceed the number of Shares underlying the Convertible Notes specified in such Note Repurchase Notice, divided by

the Option Entitlement, shall constitute an Additional Termination Event as provided in this paragraph. Upon receipt of any such Note

Repurchase Notice and the related written representations and warranties, Dealer shall promptly designate an Exchange Business Day following

receipt of such Note Repurchase Notice as an Early Termination Date with respect to the portion of the Transaction corresponding to a

number of Options (the “Repurchase Options”) equal to the lesser of (A) the number of Options specified in such Note

Repurchase Notice and (B) the aggregate Number of Options as of the date Dealer designates such Early Termination Date and, as of such

date, the aggregate Number of Options shall be reduced by the number of Repurchase Options on a pro rata basis across all Components,

as determined by the Calculation Agent. Any payment hereunder with respect to such termination shall be calculated pursuant to Section

6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the

Transaction and an aggregate Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party

with respect to such Additional Termination Event, (3) the terminated portion of the Transaction were the sole Affected Transaction and

(4) Dealer were the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement and to determine

the amount payable pursuant to Section 6(e) of the Agreement.

(c)

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If (a) an Early Termination Date

(whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the

Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency

or Merger Event in which the consideration to be paid to all holders of Shares consists solely of cash, (ii) a Merger Event or Tender

Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination

Event in which Counterparty is the Affected Party, which Event of Default or Termination Event resulted from an event or events within

Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) and 6(e) of the Agreement

or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”),

then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below) unless (a) Counterparty gives

irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City

time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination

Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) as of the date

of such election, Counterparty represents that is not in possession of any material non-public information regarding Counterparty or

the Shares, and that such election is being made in good faith and not as part of a plan or scheme to evade compliance with the federal

securities laws, and (c) Dealer agrees, in its commercially reasonable discretion, to such election, in which case the provisions of

Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) and 6(e) of the Agreement, as the case

may be, shall apply.

Termination Alternative:

applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable

period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the

Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the

manner reasonably requested by Counterparty free of payment.

Termination Delivery Property:

number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the

Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional

portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate

the Share Termination Unit Price.

Termination Unit Price:

The

value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in a commercially reasonable

manner and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of

doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider a variety

of factors, including the market price of the Share Termination Delivery Units and/or the purchase price paid in connection with

the commercially reasonable purchase of Share Termination Delivery Property.

Termination Delivery Unit:

One

Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result

of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a

unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any

requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency

or Merger Event, as determined by the Calculation Agent.

Failure

to Deliver:

Applicable

Other

Applicable Provisions:

Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions

and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be applicable, except

that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination

Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”. “Share

Termination Settled” in relation to the Transaction means that the Share Termination Alternative is applicable to the Transaction.

(d)

Disposition of Hedge Shares. Counterparty hereby agrees that if, in the good faith reasonable judgment of Dealer, based on the

advice of legal counsel, the Shares acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction (the “Hedge

Shares”) cannot be sold in the U.S. public market by Dealer without registration under the Securities Act, Counterparty shall,

at its election: (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective

registration statement under the Securities Act to cover the resale of such Hedge Shares and (A) enter into an agreement, in form and

substance reasonably satisfactory to Dealer, substantially in the form of an underwriting agreement for a registered offering for companies

of a similar size in a similar industry, (B) provide accountant’s “comfort” letters in customary form for registered

offerings of equity securities for companies of a similar size in a similar industry, (C) provide disclosure opinions of nationally recognized

outside counsel to Counterparty in customary form for registered offerings of equity securities for companies of a similar size in a

similar industry, (D) provide other customary opinions, certificates and closing documents customary in form for registered offerings

of equity securities for companies of a similar size in a similar industry and (E) afford Dealer a reasonable opportunity to conduct

a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities

for companies of a similar size in a similar industry (provided, however, that, if Counterparty elects clause (i) above but Dealer,

in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation,

or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section 8(d)

shall apply at the election of Counterparty); (ii) in order to allow Dealer to sell the Hedge Shares in a private placement, enter into

a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity

securities of companies of a similar size in a similar industry, in form and substance commercially reasonably satisfactory to Dealer

using best efforts to include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities

to Dealer, due diligence rights (for Dealer or any designated buyer of the Hedge Shares from Dealer), opinions and certificates and such

other documentation as is customary for private placements agreements of equity securities of companies of a similar size in a similar

industry, as is reasonably acceptable to Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the

Transaction that are necessary, in its good faith and commercially reasonable judgment, to compensate Dealer for any customary liquidity

discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the

Hedge Shares from Dealer at the then-current market price on such Exchange Business Days, and in the amounts and at such time(s), commercially

reasonably requested by Dealer. This Section 8(d) shall survive the termination, expiration or early unwind of the Transaction.

(e)

Repurchase Notices. Counterparty shall, at least one Scheduled Valid Day prior to any day on which Counterparty intends to effect

any repurchase of Shares, give Dealer written notice of such repurchase (a “Repurchase Notice”) on such day if, following

such repurchase, the Notice Percentage would reasonably be expected to be (i) greater than 1.76% and (ii) greater by 0.5% than the Notice

Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than

the Notice Percentage as of the date hereof). The “Notice Percentage” as of any day is the fraction, expressed as

a percentage, the numerator of which is the Number of Shares plus the number of Shares underlying any other capped call transactions

sold by Dealer to Counterparty and the denominator of which is the number of Shares outstanding on such day. In the event that Counterparty

fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section 8(e) then Counterparty agrees

to indemnify and hold harmless Dealer, its affiliates and their respective directors, officers, employees, agents and controlling persons

(Dealer and each such person being an “Indemnified Party”) from and against any and all losses (including losses relating

to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including

without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith

with respect to the Transaction), claims, damages and liabilities (or actions in respect thereof), joint or several, to which such Indemnified

Party may become subject under applicable securities laws, including without limitation, Section 16 of the Exchange Act or under any

U.S. state or federal law, regulation or regulatory order, in each case relating to or arising out of such failure. If for any reason

the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty

shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such

loss, claim, damage or liability. In addition, Counterparty will reimburse any Indemnified Party for all reasonable out-of-pocket expenses

(including reasonable counsel fees and expenses) as they are incurred (after notice to Counterparty) in connection with the investigation

of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom,

whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought

by or on behalf of Counterparty, in each case relating to or arising out of such failure. This indemnity shall survive the completion

of the Transaction contemplated by this Confirmation and any assignment and delegation of the Transaction made pursuant to this Confirmation

or the Agreement and shall inure to the benefit of any permitted assignee of Dealer.

(f)

Transfer and Assignment. (i) Dealer may transfer or assign any of its rights or obligations under the Transaction with the prior

written consent of Counterparty, such consent not to be unreasonably withheld or delayed; provided that Dealer may transfer or

assign without any consent of Counterparty its rights and obligations hereunder, in whole or in part, to any affiliate of Dealer (a “Designated

Transferee”) (A) whose obligations would be guaranteed by [Dealer][Guarantor] or (B) that has a long-term, unsecured and unsubordinated

indebtedness rating that is equal to or better than [Dealer’s][Guarantor’s] long-term, unsecured and unsubordinated indebtedness

rating at the time of such transfer or assignment; provided, however, that, in the case of this clause (B), in no event shall

the credit rating of the Designated Transferee or its guarantor (whichever is higher) be lower than A3 from Moody’s Investor Service,

Inc. or its successor or A- from Standard and Poor’s Rating Group, Inc. or its successor at the time of such transfer or assignment;

provided further that (i) Dealer will notify Counterparty in writing prior to any proposed transfer or assignment to a Designated

Transferee, (ii) as a result of any such transfer or assignment, Counterparty will not be required on any payment date to pay to or receive

from the transferee or assignee of such rights or obligations an amount under Section 2(d)(i)(4) of the Agreement greater than the amount,

if any, that Counterparty would have been required to pay to, or less than the amount, if any, that Counterparty would have received

from, Dealer in the absence of such transfer or assignment (except to the extent such greater or lesser amount results from a change

in law after the date of such transfer or assignment or to the extent that such transferee or assignee agrees to pay to or to receive

from Counterparty the same amount that Dealer would have been required to pay to or would have received from Counterparty in the absence

of such transfer or assignment), (iii) the transferee or assignee shall make such Payee Tax Representations as may be reasonably requested

by Counterparty and provide Counterparty with a complete and accurate U.S. Internal Revenue Service Form W-9 or W-8 (as applicable) prior

to becoming a party to the Transaction and (iv) no Event of Default where Dealer is the Defaulting Party or Termination Event where Dealer

is the sole Affected Party (other than a Tax Event as to which the transferee or assignee has agreed as set forth in the parenthetical

in clause (ii) of this proviso) shall have occurred and be continuing immediately after such transfer or assignment. If at any time at

which (1) the Equity Percentage exceeds 8.5 % or (2) Dealer, Dealer Group (as defined below) or any person whose ownership position would

be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under

Section 203 of the Delaware General Corporation Law or other federal, state or local law, rule, regulation or regulatory order or organizational

documents or contracts of Counterparty applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially

owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number

of Shares equal to (x) the number of Shares that would give rise to reporting, registration, filing or notification obligations or other

requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Restrictions and

with respect to which such requirements have not been met or the relevant approval has not been received, or could result in an adverse

effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (y) 1%

of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess

Ownership Position”), if Dealer, in its reasonable discretion, is unable to effect a transfer or assignment to a third party

in accordance with the requirements set forth above after its commercially reasonable efforts on pricing and terms and within a time

period reasonably acceptable to Dealer such that an Excess Ownership Position no longer exists, Dealer may designate any Scheduled Valid

Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that

an Excess Ownership Position no longer exists following such partial termination. In the event that Dealer so designates an Early Termination

Date with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement and Section

8(c) of this Confirmation as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical

to the Terminated Portion of the Transaction, (ii) Counterparty were the sole Affected Party with respect to such partial termination,

(iii) such portion of the Transaction were the only Terminated Transaction and (iv) Dealer were the party entitled to designate an Early

Termination Date pursuant to Section 6(b) of the Agreement and to determine the amount payable pursuant to Section 6(e) of the Agreement.

The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the

number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial

ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange

Act) of which Dealer is or may be deemed to be a part (collectively, “Dealer Group”) beneficially owns (within the

meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation

under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B)

the denominator of which is the number of Shares outstanding on such day.

(ii)

Counterparty may transfer or assign any of its rights or obligations under the Transaction with the prior written consent of Dealer,

such consent not to be unreasonably withheld or delayed. In the case of a transfer or assignment by Counterparty of its rights and

obligations hereunder and under the Agreement, in whole or in part (any such Options so transferred or assigned, the

“Transfer Options”), to any party, withholding of such consent by Dealer shall not be considered unreasonable if

such transfer or assignment does not meet the reasonable conditions that Dealer may impose including, but not limited to, the

following conditions:

(A)

With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to

Section 8(e) or any obligations under Section 2 (regarding Extraordinary Events) or 8(d) of this Confirmation;

(B)

Any Transfer Options shall only be transferred or assigned to a third party that is a U.S. person (as defined in the Internal Revenue

Code of 1986, as amended (the “Code”));

(C)

Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not

limited to, undertakings with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer,

will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of customary

legal opinions with respect to securities laws and other matters by such third party and Counterparty as are reasonably requested and

reasonably satisfactory to Dealer;

(D)

Dealer will not, as a result of such transfer or assignment, be required to pay or receive from the transferee on any payment date an

amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to, or less than

the amount, if any, that Dealer would have received from, Counterparty in the absence of such transfer or assignment (except to the extent

such greater amount results from a change in law that occurred after the date of such transfer or assignment);

(E)

An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment;

(F)

Without limiting the generality of clause (B), Counterparty shall have caused the transferee or assignee to make such Payee Tax Representations

and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that the requirement described

in clause (B) has been satisfied and the results described in clause (D) will not occur upon or after such transfer or assignment; and

(G)

Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection

with such transfer or assignment.

(iii) Notwithstanding

any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares

or other securities, or make or receive any payment in cash, to or from Counterparty, Dealer may designate any of its affiliates to purchase,

sell, receive or deliver such Shares or other securities, or to make or receive such payment in cash, and otherwise to perform Dealer’s

obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations

to Counterparty to the extent of any such performance[; provided that Dealer shall remain fully liable to Counterparty for the

acts and omissions of such affiliates].

(g)

Staggered Settlement. If Dealer determines reasonably and in good faith based on the advice of counsel that the number of Shares

required to be delivered to Counterparty hereunder on the Settlement Date would result in an Excess Ownership Position, then Dealer may,

by notice to Counterparty prior to the Settlement Date (a “Nominal Settlement Date”), elect to deliver any Shares

due to be delivered on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on the Nominal

Settlement Date as follows:

(i)

in such notice, Dealer will specify to Counterparty the related Staggered Settlement Dates (each of which will be on or prior to the

20th Exchange Business Day after such Nominal Settlement Date) or delivery times and how it will allocate the Shares it is

required to deliver hereunder on the Settlement Date among the Staggered Settlement Dates or delivery times; and

(ii)

the aggregate number of Shares that Dealer will deliver to Counterparty hereunder on all such Staggered Settlement Dates and delivery

times will equal the number of Shares that Dealer would otherwise be required to deliver on such Nominal Settlement Date; provided

that in no event shall any Staggered Settlement Date be a date later than the Final Termination Date.

(h)

Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees,

representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure

of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Counterparty relating

to such tax treatment and tax structure.

(i)

No Netting and Set-off. The provisions of Section 2(c) of the Agreement shall not apply to the Transaction. Each party waives

any and all rights it may have to set-off delivery or payment obligations it owes to the other party under the Transaction against any

delivery or payment obligations owed to it by the other party, whether arising under the Agreement, under any other agreement between

parties hereto, by operation of law or otherwise.

(j)

Equity Rights. Dealer acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the

Transaction that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy. For the avoidance of

doubt, the parties agree that the preceding sentence shall not apply at any time other than during Counterparty’s bankruptcy to

any claim arising as a result of a breach by Counterparty of any of its obligations under this Confirmation or the Agreement. For the

avoidance of doubt, the parties acknowledge that the obligations of Counterparty under this Confirmation are not secured by any collateral

that would otherwise secure the obligations of Counterparty herein under or pursuant to any other agreement.

(k)

Early Unwind. In the event the sale of the Initial Securities (as defined in the Purchase Agreement, dated as of July 15, 2026,

among UBS Securities LLC, Barclays Capital Inc. and BofA Securities, Inc., as representatives of the several initial purchasers thereto,

and Counterparty (the “Purchase Agreement”)) is not consummated pursuant to the Purchase Agreement for any reason

by 5:00 p.m. New York time on the Premium Payment Date (or such later date as agreed upon by the parties which in no event shall be later

than the second Scheduled Valid Day following the Premium Payment Date) (such date or such later date as agreed upon being the “Accelerated

Unwind Date”), the Transaction shall automatically terminate on the Accelerated Unwind Date and (i) the Transaction and all

of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii)

each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect

to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior

to or after the Accelerated Unwind Date.

(l)

Illegality. The parties agree that, for the avoidance of doubt, for purposes of Section 5(b)(i) of the Agreement, “any applicable

law” shall include the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated

thereunder and any similar law or regulation, without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection

Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade

Date, and the consequences specified in the Agreement, including without limitation, the consequences specified in Section 6 of the Agreement,

shall apply to any Illegality arising from any such act, rule or regulation.

(m)

Amendments to Equity Definitions. The following amendments shall be made to the Equity Definitions:

(i)

solely for purposes of applying the Equity Definitions and for purposes of this Confirmation, any reference in the Equity Definitions

to a Strike Price shall be deemed to be a reference to either of the Strike Price or the Cap Price, or both, as appropriate;

(ii)

for the purpose of any adjustment under Section 11.2(c) of the Equity Definitions, the first sentence of Section 11.2(c) of the Equity

Definitions, prior to clause (A) thereof, is hereby amended to read as follows: “If “Calculation Agent Adjustment”

is specified as the Method of Adjustment in the related Confirmation of a Share Option Transaction, then following the announcement or

occurrence of any Potential Adjustment Event, the Calculation Agent will determine whether such Potential Adjustment Event has, in the

commercially reasonable judgment of the Calculation Agent, a material economic effect on the theoretical value of the relevant Shares

or options on the Shares (provided that such event is not based on (x) an observable market, other than the market for Counterparty’s

own stock or (y) an observable index, other than an index calculated and measured solely by reference to Counterparty’s own operations)

and, if so, will (i) make appropriate adjustment(s), if any, determined in a commercially reasonable manner, to any one or more of:”,

and the portion of such sentence immediately preceding clause (ii) thereof is hereby amended by deleting the words “diluting or

concentrative” and the words “(provided that no adjustments will be made to account solely for changes in volatility,

expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing such latter phrase with the words

“(provided that, solely in the case of Sections 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account solely

for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares but, for the avoidance of

doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (v), (vi) and (vii), adjustments may be made to account solely

for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)”;

(iii)

Section 11.2(a) of the Equity Definitions is hereby amended by (1) deleting the words “in the determination of the Calculation

Agent, a diluting or concentrative effect” and replacing these words with “in the commercially reasonable judgment of the

Calculation Agent, a material economic effect”; and (2) adding at the end thereof “; provided that such event is not

based on (i) an observable market, other than the market for Counterparty’s own stock or (ii) an observable index, other than an

index calculated and measured solely by reference to Counterparty’s own operations”;

(iv)

Section 11.2(e)(vii) of the Equity Definitions is hereby amended and restated as follows: “any other corporate event involving

the Issuer that in the commercially reasonable judgment of the Calculation Agent has a material economic effect on the theoretical value

of the Shares or options on the Shares; provided that such corporate event involving the Issuer is not based on (a) an observable

market, other than the market for Counterparty’s own stock or (b) an observable index, other than an index calculated and measured

solely by reference to Counterparty’s own operations.”;

(v)

Section 12.7(b) of the Equity Definitions is hereby amended by deleting the words “(and in any event within five Exchange Business

Days) by the parties after” appearing after the words “agreed promptly” and replacing with the words “by the

parties on or prior to”; and

(vi)

“Extraordinary Dividend” (as such term is used in the Equity Definitions) means any cash dividend on the Shares.

(n)

Governing Law; Exclusive Jurisdiction.

(i)

THE AGREEMENT, THIS CONFIRMATION AND ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT AND THIS CONFIRMATION SHALL BE GOVERNED BY,

AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE, OTHER

THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(ii)

Section 13(b) of the Agreement is deleted in its entirety and replaced by the following:

“Each

party hereby irrevocably and unconditionally submits for itself and its property in any suit, legal action or proceeding relating to

this Confirmation or the Agreement, or for recognition and enforcement of any judgment in respect thereof, (each, “Proceedings”)

to the exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts of the United States

of America for the Southern District of New York and appellate courts from any thereof. Nothing in this Confirmation or the Agreement

precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New York or the United States

of America for the Southern District of New York lack jurisdiction over the parties or the subject matter of the Proceedings or decline

to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party for the purpose of

enforcing against the other party’s property, assets or estate any decision or judgment rendered by any court in which Proceedings

may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s decision or judgment to any

higher court with competent appellate jurisdiction over that court’s decisions or judgments if that higher court is located outside

the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action

or proceeding has been commenced in another jurisdiction by or against the other party or against its property, assets or estate and,

in order to exercise or protect its rights, interests or remedies under this Confirmation or the Agreement, the party (1) joins, files

a claim, or takes any other action, in any such suit, action or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction

as the result of that other suit, action or proceeding having commenced in that other jurisdiction.”

(o)

Adjustments. For the avoidance of doubt, whenever the Calculation Agent or Determining Party is called upon to make an adjustment

pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent

or Determining Party shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging

Party maintains a commercially reasonable hedge position.

(p)

Delivery or Receipt of Cash. For the avoidance of doubt, other than payment of the Premium by Counterparty, nothing in this Confirmation

shall be interpreted as requiring Counterparty to cash settle the Transaction, except in circumstances where cash settlement is within

Counterparty’s control (including, without limitation, where Counterparty elects to deliver or receive cash) or in those circumstances

in which all holders of Shares would also receive cash.

(q)

Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING

ARISING OUT OF OR RELATING TO THE AGREEMENT, THIS CONFIRMATION OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

(r)

Amendment. This Confirmation and the Agreement may not be modified, amended or supplemented, except in a written instrument signed

by Counterparty and Dealer.

(s)

Counterparts. This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of

which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic transmission (e.g.,

“pdf” or “tif”), or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic

Transactions Act or other applicable law (e.g., www.docusign.com) shall be effective as delivery of a manually executed counterpart

hereof.

(t)

Payee Tax Representations.

(i)

For the purpose of Section 3(f) of the Agreement, Counterparty makes the following representation to Dealer:

Counterparty

is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the U.S. Treasury Regulations) for U.S. federal

income tax purposes and “exempt” within the meaning of sections 1.6041-3(p) and 1.6049-4(c) of the U.S. Treasury Regulations

from information reporting on U.S. Internal Revenue Service Form 1099 and backup withholding.

(ii)

For the purpose of Section 3(f) of the Agreement, Dealer makes the following representations to Counterparty:

[Dealer

to include]

(u)

Tax Matters. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver to Dealer one duly

executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) and Dealer agrees to deliver to Counterparty

a U.S. Internal Revenue Service Form [____] (or successor thereto). Such forms or documents shall be delivered upon (i) execution of

this Confirmation, (ii) Counterparty or Dealer, as applicable, learning that any such form has become obsolete or incorrect and (iii)

reasonable request of the other party.

(v)

Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Indemnifiable

Tax”, as defined in Section 14 of the Agreement, shall not include any U.S. federal withholding tax imposed or collected pursuant

to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered

into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental

agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”).

For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for

the purposes of Section 2(d) of the Agreement.

(w)

HIRE Act. “Indemnifiable Tax”, as defined in Section 14 of the Agreement, shall not include any tax imposed on payments

treated as dividends from sources within the United States under Section 871(m) of the Code or any regulations issued thereunder. For

the avoidance of doubt, any such tax imposed under Section 871(m) of the Code is a Tax the deduction or withholding of which is required

by applicable law for the purposes of Section 2(d) of the Agreement.

(x)

[Insert QFC Language, If Applicable.]

(y)

CARES Act. Counterparty represents and warrants that it and any of its subsidiaries has not applied, and shall not, until after

the first date on which no portion of the Transaction remains outstanding following any final exercise and settlement, cancellation or

early termination of the Transaction, apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid,

Relief and Economic Security Act (the “CARES Act”)) or other investment, or to receive any financial assistance or

relief under any program or facility (collectively “Financial Assistance”) that (a) is established under applicable

law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act

and the Federal Reserve Act, as amended, and (b) (i) requires under applicable law (or any regulation, guidance, interpretation or other

pronouncement of a governmental authority with jurisdiction for such program or facility) as a condition of such Financial Assistance,

that Counterparty comply with any requirement not to, or otherwise agree, attest, certify or warrant that it has not, as of the date

specified in such condition, repurchased, or will not repurchase, any equity security of Counterparty, and that Counterparty has not,

as of the date specified in the condition, made a capital distribution or will not make a capital distribution, or (ii) where the terms

of the Transaction would cause Counterparty to fail to satisfy any condition for application for or receipt or retention of the Financial

Assistance (collectively “Restricted Financial Assistance”); provided that Counterparty or any of its subsidiaries

may apply for Restricted Financial Assistance if Counterparty either (a) determines based on the advice of outside counsel of national

standing that the terms of the Transaction would not cause Counterparty or any of its subsidiaries to fail to satisfy any condition for

application for or receipt or retention of such Financial Assistance based on the terms of the program or facility as of the date of

such advice or (b) delivers to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program or

facility that the Transaction is permitted under such program or facility (either by specific reference to the Transaction or by general

reference to transactions with the attributes of the Transaction in all relevant respects). Counterparty further represents and warrants

that the Premium is not being paid, in whole or in part, directly or indirectly, with funds received under or pursuant to any program

or facility, including the U.S. Small Business Administration’s “Paycheck Protection Program”, that (a) is established

under applicable law, including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires under such

applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for

such program or facility) that such funds be used for specified or enumerated purposes that do not include the purchase of the Transaction

(either by specific reference to the Transaction or by general reference to transactions with the attributes of the Transaction in all

relevant respects).

(z)

[Insert Agency or Additional Dealer Boilerplate, If Applicable.]

[Signature

Pages Follow]

Please

confirm that the foregoing correctly sets forth the terms of our agreement by sending to us a letter or telex substantially similar to

this facsimile, which letter or telex sets forth the material terms of the Transaction to which this Confirmation relates and indicates

your agreement to those terms.

Yours

faithfully,

[DEALER]

By:

Name:

Title:

[Signature

Page to Base Capped Call Confirmation]

Agreed and Accepted By:

AST SPACEMOBILE, INC.

By:

Name:

Title:

[Signature

Page to Base Capped Call Confirmation]

[Schedule

[Form

of Guarantee]

Annex

For

each Component of the Transaction, the Number of Options and Expiration Date is set forth below.

Component

Number

of Options

Expiration

Date

December

30, 2033

January

3, 2034

January

4, 2034

January

5, 2034

January

6, 2034

January

9, 2034

January

10, 2034

January

11, 2034

January

12, 2034

January

13, 2034

January

17, 2034

January

18, 2034

January

19, 2034

January

20, 2034

January

23, 2034

January

24, 2034

January

25, 2034

January

26, 2034

January

27, 2034

January

30, 2034

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit

99.1

AST

SpaceMobile Announces Pricing of Private Offering of $1.0 Billion of Convertible Senior Notes Due 2034 (Effective Conversion Price of

$149.20 per Share with Capped Call)

MIDLAND,

Texas—(BUSINESS WIRE)—AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first

and only space-based cellular broadband network accessible directly by everyday smartphones, designed for both commercial and government

applications, today announced the pricing of $1.0 billion

aggregate principal amount of 1.625% convertible senior notes due 2034 (the “Notes”) in a private offering (the “Notes

Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of

1933, as amended (the “Securities Act”). The sale of the Notes to the initial purchasers is expected to settle on July 20,

2026, subject to customary closing conditions.

Key

Elements of the Transaction:

● $1.0

billion 1.625% convertible senior notes due 2034, which have an initial conversion price

of approximately $79.57 per share of AST SpaceMobile’s Class A common stock, which

represents a premium of approximately 20.0% over the last reported sale price of AST SpaceMobile’s

Class A common stock on July 15, 2026.

● Capped

call transactions entered into in connection with the pricing of the Notes have an initial

cap price of $149.20 per share of AST SpaceMobile’s Class A common stock, which represents

a premium of 125.0% over the last reported sale price of AST SpaceMobile’s Class A

common stock on July 15, 2026.

Option

to Purchase Additional Notes:

AST

SpaceMobile also granted the initial purchasers of the Notes in the Notes Offering an option to purchase, for settlement within a 13-day

period beginning on, and including, the first date on which the Notes are issued, up to an additional $150.0 million aggregate principal

amount of Notes.

Use

of Proceeds:

AST

SpaceMobile estimates that the net proceeds from the Notes Offering will be approximately $983.6 million (or approximately $1,131.2 million

if the initial purchasers’ option to purchase additional Notes is exercised in full), after deducting the initial purchasers’

discounts and commissions and estimated offering expenses payable by AST SpaceMobile. AST SpaceMobile intends to use $96.9 million of

the net proceeds from the Notes Offering to pay the cost of the capped call transactions described below. AST SpaceMobile intends to

use the remaining net proceeds from the Notes Offering to pursue an expanding universe of growth initiatives and secure additional access

to orbit for its space-based cellular broadband network, including partnerships and/or acquisitions to further vertically integrate its

business and mitigate risks associated with third-party launch providers. AST SpaceMobile currently does not have any understandings

or agreements with respect to any such strategic transactions. If the initial purchasers exercise their option to purchase additional

Notes, AST SpaceMobile expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped

call transactions with the option counterparties (as defined below), with the remainder of the net proceeds to be used as described above.

Additional

Details of the Notes:

The

Notes will be senior, unsecured obligations of AST SpaceMobile. The Notes will accrue interest at an annual rate of 1.625%, payable semiannually

in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Notes will mature on February 1, 2034, unless

earlier converted or repurchased.

Prior

to the close of business on the business day immediately preceding November 1, 2033, noteholders will have the right to convert their

Notes only upon the satisfaction of specified conditions and during certain periods. On or after November 1, 2033 and until the close

of business on the second scheduled trading day immediately preceding February 1, 2034, noteholders may convert their Notes at any time

regardless of these conditions. The initial conversion rate will be 12.5672 shares of AST SpaceMobile’s Class A common stock per

$1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $79.57 per share of AST SpaceMobile’s

Class A common stock, which represents a premium of approximately 20.0% over the last reported sale price of $66.31 per share of AST

SpaceMobile’s Class A common stock on the Nasdaq Global Select Market on July 15, 2026), subject to adjustment in certain circumstances.

AST SpaceMobile will settle conversions of Notes by paying or delivering, as the case may be, cash, shares of AST SpaceMobile’s

Class A common stock, or a combination thereof, at AST SpaceMobile’s election.

The

Notes will not be redeemable at AST SpaceMobile’s option prior to the maturity date, and no sinking fund is provided for the Notes.

Noteholders

will have the right, subject to certain conditions and exceptions described in the indenture governing the Notes (the “indenture”),

to require AST SpaceMobile to repurchase for cash all or a portion of their Notes upon the occurrence of a fundamental change (as defined

in the indenture) at a purchase price of 100% of their principal amount plus accrued and unpaid interest, if any, to, but excluding,

the relevant repurchase date. In addition, following certain corporate events that occur prior to February 1, 2034, AST SpaceMobile will,

in certain circumstances, increase the conversion rate for a noteholder who elects to convert its Notes in connection with such corporate

events.

Capped

Call Transactions:

connection with the pricing of the Notes, AST SpaceMobile entered into capped call transactions with certain of the initial purchasers

of the Notes or affiliates thereof and other financial institutions (the “option counterparties”). The capped call transactions

cover, subject to customary adjustments, the number of shares of AST SpaceMobile’s Class A common stock initially underlying the

Notes. The capped call transactions are expected generally to reduce the potential dilution to AST SpaceMobile’s Class A common

stock upon any conversion of Notes and/or offset any cash payments AST SpaceMobile is required to make in excess of the principal amount

of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions

is initially $149.20 per share, which represents a premium of 125.0% over the last reported sale price of AST SpaceMobile’s Class

A common stock of $66.31 per share on the Nasdaq Global Select Market on July 15, 2026, and is subject to certain adjustments under the

terms of the capped call transactions.

connection with establishing their initial hedges of the capped call transactions, AST SpaceMobile expects the option counterparties

or their respective affiliates will enter into various derivative transactions with respect to AST SpaceMobile’s Class A common

stock and/or purchase shares of AST SpaceMobile’s Class A common stock concurrently with or shortly after the pricing of the Notes,

including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any

decrease in) the market price of AST SpaceMobile’s Class A common stock or the Notes at that time.

addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various

derivatives with respect to AST SpaceMobile’s Class A common stock and/or purchasing or selling AST SpaceMobile’s Class A

common stock or other securities of AST SpaceMobile in secondary market transactions following the pricing of the Notes and prior to

the maturity of the Notes (and are likely to do so during the 20 trading day period beginning on the 21st scheduled trading day prior

to the maturity date of the Notes, or, to the extent AST SpaceMobile exercises the relevant termination election under the capped call

transactions, following any repurchase or conversion of the Notes). This activity could also cause or avoid an increase or a decrease

in the market price of AST SpaceMobile’s Class A common stock or the Notes, which could affect a noteholder’s ability to

convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect

the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes.

The

Notes are only being offered and will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule

144A promulgated under the Securities Act by means of a private offering memorandum. Neither the Notes nor the shares of AST SpaceMobile’s

Class A common stock potentially issuable upon conversion of the Notes, if any, have been, or will be, registered under the Securities

Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except

pursuant to an applicable exemption from, or in a transaction not subject to, such registration requirements.

This

announcement is neither an offer to sell nor a solicitation of an offer to buy any of the Notes or any shares of AST SpaceMobile’s

Class A common stock potentially issuable upon conversion of the Notes and shall not constitute an offer, solicitation, or sale in any

jurisdiction in which such offer, solicitation, or sale is unlawful.

About

AST SpaceMobile

AST

SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile

devices based on our extensive IP and patent portfolio, designed for both commercial and government applications. Our engineers and space

scientists are on a mission to enable 4G and 5G space-based cellular broadband to every device, everywhere, for today’s nearly

6 billion mobile subscribers globally.

Forward-Looking

Statements

This

communication contains “forward-looking statements” that are not historical facts, including statements concerning the completion

of the Notes Offering, the potential effects of entering into the capped call transactions, and the expected use of the net proceeds

from the Notes Offering. These forward-looking statements can be identified by the use of forward-looking terminology, including the

words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,”

“may,” “potential,” “will,” or, in each case, their negative or other variations or comparable terminology.

These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially

from the expected results. Such risks include, but are not limited to, whether AST SpaceMobile will consummate the Notes Offering, prevailing

market conditions, the anticipated principal amount of the Notes, which could differ based upon the exercise of the initial purchasers’

option to purchase additional Notes, the anticipated use of the net proceeds from the Notes Offering, which could change as a result

of market conditions or for other reasons, whether the capped call transactions described above will become effective, the effects of

entering into these transactions, and the impact of general economic, industry or political conditions in the United States or internationally.

AST

SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance

upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause

actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST

SpaceMobile’s Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026, its Form 10-Q for the

fiscal quarter ended March 31, 2026 filed with the SEC on May 11, 2026 and the future reports that it may file from time to time with

the SEC. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except

as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking

statements whether as a result of new information, future events or otherwise.

Investor

Contact:

Scott

Wisniewski

investors@ast-science.com

Media

Contacts:

Allison

Worldwide

AstSpaceMobile@allisonpr.com

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