WHEREAS, all conditions necessary to authorize
the execution and delivery of this Supplemental Indenture have been complied with or have been done or performed by the Company.
NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Trustee agree
as follows for the equal and ratable benefit of each other and the Holders of the Notes:
of Merger on Conversion
accordance with Section 10.08(a) of the Indenture, at and after the effective date of the Merger (a) all conversions of the Notes
that occur after the effective date of the Merger shall be effectuated in the manner set forth in the first sentence of Section
10.08(a) of the Indenture, and (b) subsequent adjustments to the Conversion Rate pursuant to Section 10.05 will be effectuated
in a manner that would have an economic effect on the Holders as nearly equivalent as practicable to the economic effect the adjustments
provided by Section 10.05 of the Indenture would have had on the Holders but for the Merger.
to Indenture. For all purposes of this Supplemental Indenture, except as otherwise expressly provided for or unless the context
terms used but not defined herein shall have the respective meanings assigned to them in the Original Indenture;
defined herein and in the Original Indenture shall have the meanings assigned to them herein; and
of this Supplemental Indenture that conflict with or are otherwise inconsistent with provisions of the Original Indenture shall
be deemed to supersede and amend the Original Indenture for all purposes with respect to the Notes.
of this Supplemental Indenture. The Original Indenture shall be modified in accordance herewith, and this Supplemental Indenture
shall form a part of the Indenture for all purposes; and every Holder of Notes heretofore or hereafter authenticated and delivered
under the Indenture shall be bound hereby.
Matters. The recitals in this Supplemental Indenture are made by the Company only and not the Trustee, and the Trustee assumes
no responsibility for their correctness. All of the provisions contained in the Original Indenture in respect of the rights, privileges,
immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as
fully and with like effect as set forth in full herein, except as expressly modified hereby. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture.
Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS