Exhibit 10.1

FORM OF SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on April 17, 2023, by and among Porch Group, Inc., a Delaware corporation (the “Company”), [●] (“Subscriber”), and Oppenheimer & Co. Inc. (“OpCo”) (solely with respect to Section 2 hereof).

WHEREAS, Subscriber desires to subscribe for and purchase from the Company, contingent on the consummation of the Concurrent Note Purchase (as defined below), that principal amount of the Company’s newly issued 6.75% convertible senior secured notes due October 2028 (the “Notes”) set forth on the signature page hereto (the “Subscribed Notes”) for an aggregate purchase price equal to 95.0% of the principal amount of the Subscribed Notes (the “Purchase Price”), and the Company desires to issue and sell to Subscriber the Subscribed Notes in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company;

WHEREAS, concurrently with the execution of this Subscription Agreement, the Company will enter into subscription agreements (the “Other Subscription Agreements” and together with this Subscription Agreement, the “Subscription Agreements”) with certain other qualified institutional buyers (the “Other Subscribers”), which are on substantially the same terms as the terms of this Subscription Agreement (other than the amount of Notes to be subscribed for and purchased by the Other Subscribers), pursuant to which such investors shall agree to purchase on April 20, 2023 (the “Closing Date”), inclusive of the Subscribed Notes, up to $333,334,000 in aggregate principal amount of the Notes (the “Other Subscribed Notes”);

WHEREAS, in connection with the issuance of the Notes on the Closing Date, the Company and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Trustee”), will enter into an indenture in respect of the Notes in substantially the form attached hereto as Exhibit A (the “Indenture”) and a security and pledge agreement in respect of the Notes (together with the Indenture, the “Transaction Documents”); and

WHEREAS, concurrently with the issuance and sale of the Notes, the Company and the Placement Agent (as defined below), as agent for the Company and not as principal, are entering into agreements to purchase (the “Concurrent Note Purchase”) up to $195.0 million in aggregate principal amount of the Company’s existing 0.75% convertible senior notes due 2026 (the “2026 Notes”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.Subscription.  Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed Notes (such subscription and issuance, the “Subscription”).

2.Closing.

(a)The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date concurrently with the consummation of the Concurrent Note Purchase.

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(b)Closing Mechanics.

(i)At least two (2) Business Days before the anticipated Closing Date, Oppenheimer & Co. Inc., as the Company’s closing agent (in such capacity, the “Closing Agent”), shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the account specified by the Closing Agent.  No later than one (1) Business Days after receiving the Closing Notice, Subscriber shall deliver to the Closing Agent such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Notes to Subscriber.

(ii)Subscriber shall deliver to the Closing Agent on the Closing Date the Purchase Price in cash via wire transfer to the account specified in the Closing Notice against delivery (with such delivery to occur promptly following receipt of the Purchase Price) by the Company to Subscriber of the Subscribed Notes in book-entry form pursuant to the DWAC procedures of the Depository Trust Company (“DTC”), which will act as securities depository for the Notes, free and clear of any liens or other restrictions (other than those arising under the Transaction Documents, this Subscription Agreement or state or federal securities laws), in the name of the custodian designated by Subscriber below (which custodian shall have properly posted such DWAC for release by the Trustee through the facilities of DTC).  The receipt of funds by the Closing Agent from Subscriber shall be deemed to be irrevocable instructions from Subscriber to the Closing Agent and the Company that the conditions to the Closing have been satisfied.  For purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed.

(iii)The Closing Agent will credit the funds received by the Closing Agent on behalf of the Company pursuant to this Section 2(b) to an account that the Closing Agent maintains for the Company’s benefit.  On the Closing Date, or as soon as reasonably practicable thereafter, the Closing Agent shall disburse such funds (net of (i) the agreed amount of fees and expenses of OpCo and (ii) the aggregate purchase price of the 2026 Notes purchased by OpCo, as agent of the Company, from Subscriber in the Concurrent Note Purchase pursuant to a Notes Purchase Agreement, dated the date hereof, by and between OpCo, as agent of the Company, the Company and Subscriber) by wire transfer of immediately available funds in accordance with the Company’s written wire instructions (which shall be provided to the Closing Agent at least one (1) Business Day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. For the avoidance of doubt, the failure or delay of the Closing Agent to disburse such net funds to the Company in accordance with the preceding sentence is not a condition to the Closing.

(c)Conditions to Closing.  The Closing shall be subject to the satisfaction or valid waiver in writing (to the extent a valid waiver is capable of being issued) by the Company, on the one hand, and the Subscriber, on the other, of the conditions that, on the Closing Date:

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(i)(x) no suspension of the qualification of any of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for sale or trading on the NASDAQ Capital Market (“NASDAQ”), or, to the Company’s knowledge, initiation or threatening of any proceedings for any of such purposes, shall have occurred and (y) the shares of Common Stock issuable upon conversion of the Notes in accordance with the terms and conditions of the Subscribed Notes and the Indenture shall be duly listed for trading on NASDAQ;

(ii)all conditions precedent to the closing of the Concurrent Note Purchase shall have been satisfied or waived, as determined by the parties to such agreements, and the closing of the Concurrent Note Purchase shall be scheduled to occur concurrently with the Closing; and

(iii)no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining, prohibiting or enjoining consummation of the transactions contemplated hereby; and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition.

(d)The obligation of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by the Company of the additional conditions that, on the Closing Date:

(i)all representations and warranties of Subscriber contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below), which representations and warranties shall be true in all respects) at and as of the Closing Date, except to the extent that any such representations or warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date, and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations and warranties of Subscriber contained in this Subscription Agreement as of the Closing or such earlier date; and

(ii)Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Company to consummate the Closing.

(e)The obligation of Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by Subscriber of the additional conditions that, on the Closing Date:

(i)all representations and warranties of the Company contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company

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Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of the Closing Date, except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing or such earlier date;

(ii)the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;

(iii) the Company shall not have entered into any Other Subscription Agreement with a lower purchase price per $1,000 principal amount of the Notes or other economic or other material terms more favorable to such Other Subscriber than as set forth in this Subscription Agreement, and shall not have been amended, waived or modified any Other Subscription Agreement in such a manner, in each case, unless Subscriber has been offered substantially the same such terms in accordance with Section 6(v); and

(iv) there has not occurred any Company Material Adverse Effect.

3.Company Representations and Warranties and Covenants.  The Company represents and warrants to Subscriber and OpCo as of the date hereof and (except to the extent such representations and warranties expressly relate to an earlier date) as of the Closing Date, that:

(a)The Company (i) is duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into and perform its obligations under this Subscription Agreement, the Notes and the Indenture and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect; and each subsidiary of the Company (x) is duly organized, validly existing and in good standing (or the foreign equivalent) under the laws of its jurisdiction of incorporation or formation, (y) has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted, and (z) is duly licensed or qualified to conduct its business and, if applicable, is in good standing (or the foreign equivalent) under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (z), where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect.  For purposes of this Subscription Agreement, a “Company Material Adverse Effect” means any event, circumstance, change, development, effect or occurrence (collectively “Effect”) that, individually or in the aggregate with all other Effects, (a) is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or (b) would prevent, materially delay or materially impede

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the timely performance by the Company under this Subscription Agreement (including the offer, sale and issuance of the Subscribed Notes or the Conversion Shares (as defined below)); provided, however, that, in the case of clause (a), none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a Company Material Adverse Effect: (i) any change or proposed change in or change in the interpretation of any law or GAAP after the date of this Subscription Agreement; (ii) events or conditions generally affecting the industries or geographic areas in which the Company and its subsidiaries operate; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God or (vi) any actions taken or not taken by the Company as required by this Subscription Agreement.

(b)The Subscribed Notes have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, will be validly issued and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except that the enforcement thereof may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”), and will not have been issued in violation of any preemptive or similar rights created under the Company’s organizational documents or the laws of the State of Delaware, and will not be subject to any participation rights, rights of first refusal or other similar rights. The guarantees of the Subscribed Notes by the each of the subsidiary guarantors listed in the Indenture have been duly authorized and, when the Subscribed Notes have been issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, will constitute legal, valid and binding obligations of each such subsidiary guarantor, enforceable against each such subsidiary guarantor in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exceptions. The maximum number of shares of Common Stock initially issuable upon issuance of the Subscribed Notes have been duly authorized and reserved by the Company and, when such shares of Common Stock may be issued upon a conversion of the Subscribed Notes in accordance with the terms and conditions of the Subscribed Notes and the Indenture (such shares, the “Conversion Shares”), will be validly issued, fully paid and nonassessable, and will not have been issued in violation of any preemptive or similar rights created under the Company’s organizational documents or the laws of the State of Delaware and will not be subject to any participation rights, rights of first refusal or other similar rights.

(c)The Subscribed Notes are not, and following the Closing, will not be, subject to any Transfer Restriction.  The term “Transfer Restriction” means any condition to or restriction on the ability of Subscriber or any other holder of the Subscribed Notes to pledge, sell, assign or otherwise transfer the Subscribed Notes under any organizational document, policy or agreement of, by or with the Company, except for the restrictions on transfer described in the Indenture and this Section 4(c) of this Subscription Agreement with respect to the status of the Subscribed Notes as “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state

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securities laws. The Conversion Shares will not, when issued upon conversion of the Subscribed Notes in accordance with the terms and conditions of the Subscribed Notes and the Indenture, be subject to any Transfer Restriction.

(d)This Subscription Agreement has been duly authorized, executed and delivered by the Company, and assuming the due authorization, execution and delivery of the same by Subscriber and OpCo, this Subscription Agreement shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.  The Transaction Documents have been duly authorized by the Company and its subsidiaries, as applicable, and, when duly authorized, executed and delivered by the Trustee, will constitute legal, valid and binding obligations of the Company and its subsidiaries, as applicable, enforceable against the Company and its subsidiaries, as applicable, in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exceptions.

(e)The execution and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Notes (and the guarantees thereof by the subsidiary guarantors under the Indenture), the issuance and delivery of the Conversion Shares in accordance with the terms of the Subscribed Notes and the Indenture, and the compliance by the Company with all of the provisions of this Subscription Agreement and the Transaction Documents and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other material agreement or instrument (other than in connection with the Transaction Documents) to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; (ii) the organizational documents of the Company or any of its subsidiaries; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, except in the case of clauses (i) and (iii), for such conflicts, breaches, violations, defaults, liens, charges or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

(f)Assuming the accuracy of the representations and warranties of the Subscriber, in connection with execution and delivery of this Subscription Agreement and the issuance and sale of the Subscribed Notes (and the guarantees thereof by the subsidiary guarantors under the Indenture), the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including NASDAQ or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Notes (and the guarantees thereof by the subsidiary guarantors under the Indenture))), other than (i) filings required by applicable state securities laws and the filing of a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) those filings or submissions required by NASDAQ, and (iii) any other filings the failure of which to obtain would not

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be reasonably likely, individually or in the aggregate, to have a Company Material Adverse Effect.

(g)From January 1, 2022 through the date hereof, all reports required to be filed by the Company with the United States Securities and Exchange Commission (“Commission”) (the “SEC Reports”) have been timely filed and complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Except as on file with the Commission, disclosed in the SEC Reports, the financial statements of the Company and its subsidiaries included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company and its subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. A copy of each SEC Report is available via the Commission’s EDGAR system. There are no material outstanding or unresolved comments in comment letters received from the staff of the Division of Corporation Finance of the Commission with respect to any of the SEC Reports.

(h)As of the date hereof and as of immediately prior to the Closing, the authorized share capital of the Company consists of 400,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Shares”).  As of April 14, 2023 and as of immediately prior to the Closing: (i) 94,592,694 shares of Common Stock and no Preferred Shares were issued and outstanding; (ii) 2,050,000 earnout shares (i.e., earnout restricted shares of Common Stock); (iii) 1,795,700 warrants to purchase Common Stock (the “Warrants”) were issued and outstanding; (iv) 3,734,690 shares of Common Stock subject to issuance upon exercise of outstanding options; (v) 8,416,135 restricted stock units issued and outstanding; (vi) 2,639,226 performance restricted stock units issued and outstanding; and (vii) 16,998,130 shares of Common Stock subject to issuance upon conversion of the 2026 Notes. As of the date hereof, the Company does not own any shares of treasury stock. As of April 14, 2023, the Company had approximately $444,206,015 in total consolidated outstanding indebtedness.  All (i) issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to preemptive rights and (ii) issued and outstanding Warrants constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; and all of the issued shares of capital stock or foreign equivalent of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to preemptive rights.  As of the date hereof, except as set forth above and pursuant to the Other Subscription Agreements, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any Common Stock or other equity interests in the Company (collectively, “Equity Interests”) or securities convertible into or exchangeable or exercisable for Equity Interests.  There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any Equity Interests.  There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Subscribed Notes or (ii) any Notes to be issued pursuant to any Other Subscription Agreement.

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(i)Except for such matters as have not had and would not be reasonably likely to have a Company Material Adverse Effect, as of the date hereof, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened in writing against the Company or any of its subsidiaries or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against the Company or any of its subsidiaries.

(j)The issued and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ under the symbol “PRCH”.  There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company by NASDAQ or the Commission with respect to any intention by such entity to deregister the shares of Common Stock or prohibit or terminate the listing of the shares of Common Stock on NASDAQ.  The Company has taken no action that is designed to terminate the registration of the shares of Common Stock under the Exchange Act.  The Company has filed a listing of additional shares notification form application with NASDAQ for the shares of Common Stock underlying the Notes and such application has been, or prior to Closing will be, approved by NASDAQ subject to official notice of issuance.

(k)Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Notes by the Company to Subscriber or for the issuance and delivery of the Conversion Shares in accordance with the terms and conditions of the Subscribed Notes and the Indenture.

(l)Neither the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Subscribed Notes.

(m)Except for OpCo, no broker or finder is entitled to any brokerage or finder’s fee or commission from the Company solely in connection with the sale of the Subscribed Notes to Subscriber.

(n)Except for such matters as have not had a Company Material Adverse Effect, the Company and each of its subsidiaries are, and has been for the last three years, in compliance with all state and federal laws applicable to the conduct of their respective business.  Neither the Company nor any of its subsidiaries has received any written, or to the Company’s knowledge, other communication from a governmental entity that alleges that the Company or any of its subsidiaries is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.  Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, there is no (i) action, lawsuit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Company or any of its subsidiaries.

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(o)The Company has not in the past nor will it hereafter take any action to sell, offer for sale or solicit offers to buy any securities of the Company that could reasonably be expected to result in the initial sale of the Subscribed Notes not being exempt from the registration requirements of Section 5 of the Securities Act.

(p)The Company has not disclosed to the Subscriber information that would constitute material non-public information as of the date of the Disclosure Document (as defined below).

(q)The Company agrees that OpCo may rely upon the representations and warranties made by the Company to the Subscriber in this Subscription Agreement.

(r)The Company is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC, or a person or entity prohibited by any OFAC sanctions program, or a person or entity whose property and interests in property subject to U.S. jurisdiction are otherwise blocked under any U.S. laws, Executive Orders or regulations, (ii) a person or entity listed on the Sectoral Sanctions Identifications (“SSI”) List maintained by OFAC or otherwise determined by OFAC to be subject to one or more of the Directives issued under Executive Order 13662 of March 20, 2014, or on any other of the OFAC Consolidated Sanctions Lists, (iii) an entity owned, directly or indirectly, individually or in the aggregate, 50 percent or more by one or more persons described in subsections (i) or (ii), (iv) a person or entity named on the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”) Denied Persons List, Entity List, or Unverified List (“BIS Lists”) or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively with (i) through (v), a “Restricted Person”).

(s)Each of the Transaction Documents has been duly authorized by the Company and each of its subsidiaries party thereto, as applicable, and, when executed and delivered by the Company and each of its subsidiaries party thereto, will constitute a legal and binding agreement of each such person in accordance with its terms, except as the enforcement thereof may be subject to the Enforceability Exceptions. The Related Collateral Documents (as defined in the Indenture), when executed and delivered in connection with the sale of the Subscribed Notes and assuming the due execution and delivery by the Collateral Agent, will create in favor of the Collateral Agent for the benefit of itself and the holders of the Subscribed Notes, valid security interests in and liens on substantially all of the tangible and intangible assets of the Company and each of the Subsidiary Guarantors (as defined in the Indenture), now owned or hereafter acquired by the Company or any Subsidiary Guarantor and all proceeds and products thereof, subject to certain exceptions as described in the Indenture and the Related Collateral Documents (the “Collateral”) and, upon the filing of appropriate Uniform Commercial Code financing statements in appropriate United States jurisdictions and the taking of the other actions, in each case as further described in the Related Collateral Documents, the security interests in and liens on the rights, title and interest of the Company or the applicable Subsidiary Guarantor in such Collateral that can be perfected by such filings or actions will be perfected first-priority security interests and liens, superior to and prior to the liens of all third persons other than Permitted Liens (as defined in the Indenture) or permitted non-perfection).

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(t)The Other Subscription Agreements do not contain lower purchase price per $1,000 principal amount of the Notes or other economic or other material terms more favorable to any Other Subscriber than as set forth in this Subscription Agreement.

(u)The Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Subscribed Notes and the Conversion Shares may be pledged by Subscriber in connection with a bona fide margin agreement, provided such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of the Subscribed Notes and the Conversion Shares shall not be required to provide the Company with any notice thereof; provided, however, that neither the Company nor their counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Subscribed Notes and the Conversion Shares are not subject to any contractual prohibition on pledging or lock-up, the form of such acknowledgment to be subject to review and comment by the Company in its discretion in all respects.

(v)Except for the representations and warranties contained in this Section 3, the Company makes no express or implied representation or warranty, and the Company hereby disclaims any such representation or warranty with respect to, the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated herein.

4.Subscriber Representations and Warranties.  Subscriber represents and warrants to the Company and OpCo as of the date hereof and (except to the extent such representations and warranties expressly relate to an earlier date) as of the Closing Date, that:

(a)Subscriber (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and (ii) has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement.

(b)This Subscription Agreement has been duly executed and delivered by Subscriber, and assuming the due authorization, execution and delivery of the same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions.

(c)The execution and delivery of this Subscription Agreement, the purchase of the Subscribed Notes and the compliance by Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other material agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties, except in the case of clauses (i) and (iii), for such

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conflicts, breaches, violations, defaults, liens, charges or encumbrances that would not reasonably be expected, individually or in the aggregate, to have a Subscriber Material Adverse Effect.  For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Notes.

(d)Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) satisfying the applicable requirements set forth on Annex A hereto and an “institutional account” as defined in FINRA Rule 4512(c), (ii) is acquiring the Subscribed Notes only for its own account and not for the account of others, or if Subscriber is subscribing for the Subscribed Notes as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Subscribed Notes with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act.  Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Notes.

(e)Subscriber understands that the Subscribed Notes are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Notes have not been registered under the Securities Act.  Subscriber understands that the Subscribed Notes may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, or (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the applicable states and other jurisdictions of the United States, and that any book-entry position or certificates representing the Subscribed Notes shall contain a legend to such effect.  Subscriber understands and agrees that the Subscribed Notes will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Subscribed Notes and may be required to bear the financial risk of an investment in the Subscribed Notes for an indefinite period of time.  Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Notes.

(f)Each book entry for the Subscribed Notes shall contain a notation, and each certificate (if any) evidencing the Notes shall be stamped or otherwise imprinted with a restrictive legend as required by the terms of the Indenture and the Subscribed Notes.

(g)Subscriber understands and agrees that Subscriber is purchasing the Subscribed Notes directly from the Company.  Subscriber further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to Subscriber by the Company or any other person or entity (including OpCo), expressly or by implication, other than those representations, warranties, covenants and agreements of the Company set forth in this Subscription Agreement and in the Transaction Documents, and Subscriber is not relying on any representations, warranties or covenants other than those expressly set forth herein and in the Transaction Documents.  Subscriber acknowledges that certain information

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provided by the Company was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections.

(h)In making its decision to purchase the Subscribed Notes, Subscriber has relied solely upon independent investigation made by Subscriber and upon the representations, warranties and covenants set forth herein and in the Transaction Documents.  Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Notes.  Without limiting the generality of the foregoing, Subscriber acknowledges that Subscriber has had the opportunity to review the Company’s SEC Reports on file with the Commission.  Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Notes.  Subscriber acknowledges and agrees that neither OpCo, in its capacities as placement agent to the Company (the “Placement Agent”) and Closing Agent, nor any affiliate of OpCo has provided Subscriber with any information or advice with respect to the Subscribed Notes nor is such information or advice necessary or desired.  Neither OpCo nor any of its affiliates has made or makes any representation as to the Company or the quality or value of the Subscribed Notes, and OpCo and any of its respective affiliates may have acquired non-public information with respect to the Company which Subscriber agrees need not be provided to it.  In connection with the issuance of the Subscribed Notes to Subscriber, neither OpCo nor any of its affiliates has acted as a financial advisor or fiduciary to Subscriber.

(i)Subscriber became aware of this offering of the Subscribed Notes solely by means of direct contact between Subscriber and the Company or by means of contact from OpCo and/or their respective advisors (including, without limitation, attorneys, accountants, bankers, consultants and financial advisors), agents, control persons, representatives, affiliates, directors, officers, managers, members, and/or employees, and/or the representatives of such persons (such parties referred to collectively as “Representatives”).  The Subscribed Notes were offered to Subscriber solely by direct contact between Subscriber and the Company, OpCo and/or their respective Representatives.  Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person or entity (including, without limitation, the Company, OpCo and/or their respective Representatives), other than the statements, representations and warranties contained in this Subscription Agreement, in making its investment or decision to invest in the Company.  Subscriber did not become aware of this offering of the Subscribed Notes, nor were the Subscribed Notes offered to Subscriber, by any other means, and none of the Company, OpCo or their respective Representatives acted as investment advisor, broker or dealer to Subscriber.  Subscriber acknowledges that the Subscribed Notes (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(j)Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Notes.  Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating

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the merits and risks of an investment in the Subscribed Notes, and Subscriber has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision.  Subscriber acknowledges that it (i) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (ii) has exercised independent judgment in evaluating its participation in the purchase of the Subscribed Notes.  Subscriber understands that the purchase and sale of the Subscribed Notes hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

(k)Subscriber represents and acknowledges that Subscriber has, alone or together with any professional advisor(s), adequately analyzed and fully considered the risks of an investment in the Subscribed Notes and determined that the Subscribed Notes are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company.  Subscriber acknowledges specifically that a possibility of total loss exists.

(l)Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Notes or made any findings or determination as to the fairness of this investment.

(m)Subscriber is not a Restricted Person.  Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law.  Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT Act”), to the extent required by applicable law, that Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act.  Subscriber also represents that, to the extent required by applicable law, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC and BIS sanctions programs, including for Restricted Persons, and otherwise to ensure compliance with all applicable sanctions and embargo laws, statutes, and regulations.  Subscriber further represents and warrants that, to the extent required by applicable law, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Subscribed Notes were legally derived.

(n)Subscriber acknowledges and agrees that it has not transacted, and will not transact, in any securities of the Company, including, but not limited to, any hedging transactions, from the time Subscriber was contacted by the Company or OpCo with respect to the transactions contemplated by this Subscription Agreement (or, if later, the time when the Company or OpCo first disclosed to Subscriber the identity of the Company with respect to such transactions) (such communication regarding wall-crossing referred to herein as the “Wall-Crossing Email”), and Subscriber has agreed to be wall-crossed until the Release Time (as defined below). For the avoidance of doubt, “agreed to be wall-crossed” means that Subscriber or one of its affiliates has provided confirmation to the Company and/or OpCo (which may be an email) that the wall-crossing regarding the Company has been approved by Subscriber and Subscriber has added the Company to its restricted list accordingly. Notwithstanding the foregoing, in the case of a Subscriber where separate portfolio managers manage separate portions of such Subscriber’s assets and the

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portfolio managers managing certain portions of Subscriber’s assets have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subscribed Notes covered by this Subscription Agreement.

(o)If Subscriber is an employee benefit plan that is subject to Title I of the Employment Retirement Income Security Act of 1974 (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code, the Subscriber represents and warrants that neither the Company, nor any of its respective affiliates (the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Subscribed Notes, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Notes.

(p)Subscriber at the Closing will have sufficient funds to pay the Purchase Price pursuant to Section 2(b)(ii) of this Subscription Agreement.

(q)OpCo did not prepare or provide any disclosure or offering document in connection with the offer and sale of the Subscribed Notes.  Any independent investigation that OpCo and its Representatives have made with respect to the Company, the Subscribed Notes or the accuracy, completeness or adequacy of any information supplied to the Subscriber by the Company was for OpCo’s benefit and not the Subscriber’s.  In connection with the issue and purchase of the Subscribed Notes, OpCo has not acted as the Subscriber’s financial advisor or fiduciary.

(r)Subscriber agrees that OpCo may rely upon the representations and warranties made by Subscriber to the Company in this Subscription Agreement.

(s)Except as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by such Subscriber with the Commission with respect to the beneficial ownership of the Company’s Common Stock prior to the date hereof, Subscriber is not currently member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).  Subscriber acknowledges that Subscriber has been advised to consult Subscriber’s own tax advisers regarding the U.S. federal income tax consequences of an investment in the Notes.

(t)Except for the representations and warranties contained in this Section 3(r), Subscriber makes no express or implied representation or warranty, and Subscriber hereby disclaims any such representation or warranty with respect to the execution and

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delivery of this Subscription Agreement and the consummation of the transactions contemplated herein.

5.Termination.  This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of  (a) upon the mutual written agreement of the Company and the Subscriber to terminate this Subscription Agreement, (b) if, on the Closing Date, any of the conditions to Closing set forth in Section 2 of this Subscription Agreement have not been satisfied as of the time required hereunder to be so satisfied or waived in writing (to the extent a valid waiver is capable of being issued) by the party entitled to grant such waiver and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated, or (c) April 30, 2023; provided, that nothing herein will relieve any party from liability for any willful breach hereof (including, for the avoidance of doubt, the Company’s or a Subscriber’s willful breach of its representations, warranties and covenants as of the date of the Closing) prior to the time of termination, and the other party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. Upon the occurrence of any of the foregoing clauses (a)-(c), this Subscription Agreement shall be void and of no further effect and any monies paid by the Subscriber to the Company in connection herewith shall promptly (and in any event within one (1) business day) following the applicable termination event be returned to the Subscriber without any deduction for or on account of any tax, withholding, charges, or set-off.

6.Miscellaneous.

(a)All notices, requests, demands, claims, and other communications hereunder shall be in writing.  Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic mail with no mail undeliverable or other rejection notice, on the date of transmission to such recipient; provided, that such notice, request, demand, claim or other communication is also sent to the recipient pursuant to clauses (i), (iii) or (iv) of this Section 6(a), (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 6(a).

(b)Subscriber acknowledges that the Company and OpCo will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement.  Prior to the Closing, Subscriber agrees to promptly notify the Company and OpCo if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate in all material respects.  The Company acknowledges that Subscriber and OpCo and their respective counsel will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement.  Prior to the Closing, the Company agrees to promptly notify Subscriber and OpCo if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of the Company set forth herein are no longer accurate in all material respects.

(c)Each of the Company, OpCo and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any

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administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

(d)Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(e)The Company shall be solely responsible for and shall bear all of costs and expenses incurred by or on behalf of the Company in connection with this Subscription Agreement.

(f)Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Notes acquired hereunder, if any) may be transferred or assigned.  Neither this Subscription Agreement nor any rights that may accrue to the Company hereunder may be transferred or assigned.  Notwithstanding the foregoing, Subscriber may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds or accounts managed or advised by the investment manager who acts on behalf of the Subscriber) or, with the Company’s prior written consent, to another person, provided that no such assignment shall relieve Subscriber of its obligations hereunder if any such assignee fails to perform such obligations, unless the Company has given its prior written consent to such relief, and such assignee agrees in writing to be bound by the terms hereof.

(g)All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

(h)The Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Subscribed Notes, and Subscriber shall provide such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies and procedures provided that Company agrees to keep any such information provided by Subscriber confidential.

(i)This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought; provided, that Section 3, Section 3(r), this Section 6(i), Section 6(c), Section 6(k) and Section 6(u) of this Subscription Agreement may not be amended, terminated or waived in a manner that is material and adverse to OpCo without the written consent of OpCo.

(j)This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof, except that any confidentiality agreement with respect to Subscriber or its affiliates shall remain in full force and effect.

(k)Benefit.

(i) Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments

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contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(ii)The parties hereto agree that OpCo is an express third-party beneficiary of this Subscription Agreement to the extent provided in Section 3, Section 3(r), Section 6(i), this Section 6(k), Section 6(c), and Section 6(u) of this Subscription Agreement.  There are no other third-party beneficiaries of this Subscription Agreement.

(l)If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. The parties will endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision(s).

(m)This Subscription Agreement may be executed and delivered in one or more counterparts and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document.  All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.  Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(n)Remedies.

(i)The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to equitable relief, including in the form of an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.

(ii)Each of the parties hereto shall be entitled to obtain equitable relief, without proof of actual damages, including an injunction or injunctions or order for specific performance to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement to cause Subscriber to fund the Purchase Price and cause the Closing to occur if the conditions in Section 2(c), Section 2(d) and Section 2(e) of this Subscription Agreement have been satisfied or, to the extent permitted by applicable law, waived.  The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this Section 6(n) is unenforceable, invalid, contrary to applicable law or inequitable for any reason and (iii) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

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(o)This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.

(p)EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.

(q)The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be brought exclusively in the state courts of New York or in the federal courts located in the City and County of New York (collectively the “Designated Courts”).  Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts.  No legal action, suit or proceeding with respect to this subscription agreement may be brought in any other forum.  Each party hereby irrevocably waives all claims of immunity from jurisdiction and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue.  Each of the parties also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 6(a) of this Subscription Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above.

(r)This Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party.  No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, affiliate, agent, attorney or other representative of any party hereto or of any affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Subscription Agreement or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

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(s)The Company shall, by 9:00 a.m., New York City time, on the first (1^st) Business Day immediately following the date of this Subscription Agreement (such date and time, the “Disclosure Deadline”), issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby (and by the Other Subscription Agreements), the Concurrent Note Purchase and any other material, nonpublic information regarding the Company or its subsidiaries or securities that the Company or any of its officers, directors, employees, agents or representatives, including OpCo, has provided to Subscriber at any time prior to the filing of the Disclosure Document.  From and after the issuance of the Disclosure Document, Subscriber shall not be in possession of any material, non-public information received from the Company or any of its officers, directors or employees or OpCo. In addition, any obligations of Subscriber to the Company or OpCo under this Agreement or the Wall-Crossing Email relating to the confidentiality or non-use of information provided by the Company or OpCo or other affiliates or representatives shall cease upon the earlier of the Disclosure Deadline or the issuance of the Disclosure Document (the “Release Time”). Notwithstanding the foregoing, the Company shall not publicly disclose the name of Subscriber or any affiliate or investment advisor of Subscriber, or include the name of Subscriber or any affiliate or investment advisor of Subscriber in any press release or in any filing with the Commission or any regulatory agency or trading market, without the prior written consent (including by e-mail) of Subscriber, except as required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under NASDAQ regulations, in which case the Company shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure.

(t)The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under this Subscription Agreement or any Other Subscriber or any other investor under the Other Subscription Agreements.  The decision of Subscriber to purchase Subscribed Notes pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any of its subsidiaries which may have been made or given by any Other Subscriber or other investor or by any agent or employee of any Other Subscriber or other investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or other investor (or any other person) relating to or arising from any such information, materials, statements or opinions.  Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber, any Other Subscriber or other investor pursuant hereto or thereto, shall be deemed to constitute the Subscriber, any Other Subscriber and any other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber, Other Subscribers and other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements.  Subscriber acknowledges that no Other Subscriber has acted as agent for the Subscriber in connection with making its investment hereunder and no Other

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Subscriber will be acting as agent of the Subscriber in connection with monitoring its investment in the Subscribed Notes or enforcing its rights under this Subscription Agreement.  Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or other investor to be joined as an additional party in any proceeding for such purpose.

(u)Each party hereto agrees for the express benefit of OpCo, as Placement Agent and Closing Agent, that: (1) neither OpCo, as Placement Agent and Closing Agent, nor any of its affiliates or any of its Representatives (A) shall be liable for any improper payment made in accordance with the information provided by the Company; (B) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Subscription Agreement; or (C) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Subscription Agreement or (y) for anything which it may do or refrain from doing in connection with this Subscription Agreement, except for its own gross negligence, willful misconduct, fraud or bad faith; and (2)(A) OpCo, as Placement Agent and Closing Agent, its affiliates and its Representatives shall be entitled to rely on, and shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (B) the provisions of Annex A of the separate engagement letter agreement dated March 27, 2023 between the Company and OpCo shall apply to OpCo’s acting as Placement Agent and Closing Agent, respectively, hereunder.  This Section 6(u) shall survive any termination of this Subscription Agreement.  OpCo has introduced the Subscriber to the Company in reliance on the Subscriber’s understanding and agreement to this Section 6(u).

(v)If the Company enters into any Other Subscription Agreement and such Other Subscription Agreement contains a lower purchase price per $1,000 principal amount of the Notes or other economic or material term, condition, right, benefit or other provision that is (i) more favorable to the Other Subscriber party thereto than the comparable term, condition, right, benefit or other provision contained in this Subscription Agreement or (ii) more favorable to the Other Subscriber party thereto and this Subscription Agreement does not contain a comparable term, condition, right, benefit or other provision, then (A) the Company shall promptly inform the Subscriber of such more favorable term, condition, right, benefit or other provision in such Other Subscription Agreement and (B) at the option and election of the Subscriber, this Subscription Agreement shall be deemed amended, supplemented and/or modified to include such more favorable term, condition, right, benefit or other provision. The Subscriber shall exercise such option and election by delivering written notice thereof to the Company promptly following receipt from the Company of notice thereof.

[Signature pages follow.]

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IN WITNESS WHEREOF, each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date first set forth above.

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Signature Page to Porch Group, Inc. Subscription Agreement

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You must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account of the Closing Agent specified by the Closing Agent in the Closing Notice.

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Signature Page to Porch Group, Inc. Subscription Agreement

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Signature Page to Porch Group, Inc. Subscription Agreement

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ANNEX A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

This Annex A should be completed and signed by Subscriber

and constitutes a part of the Subscription Agreement.

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A-1

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EXHIBIT A

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[Form of Indenture]

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PORCH GROUP, INC.,

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THE SUBSIDIARY GUARANTORS

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AND

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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee and Collateral Agent

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INDENTURE

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Dated as of April [ ], 2023

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6.75% Senior Secured Convertible Notes due 2028

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TABLE OF CONTENTS

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i

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ii

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iii

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iv

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EXHIBIT

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SCHEDULES

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INDENTURE dated as of April [  ], 2023 between PORCH GROUP, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantors from time to time party hereto 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) and as collateral agent (the “Collateral Agent,” as more fully set forth in Section 1.01).

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the creation and issuance of the Company’s 6.75% Senior Secured Convertible Notes due 2028 (the “Original Notes”), initially in an aggregate principal amount not to exceed $333,334,000 (as the same may be increased from time to time by an amount equal to the aggregate principal amount of any Additional Notes (as defined herein) that may be issued after the Issue Date (as defined herein) (all such Notes being referred to collectively, as the “Notes”)), 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 Installment Repurchase Notice, the Form of Put Repurchase Notice, 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, such 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 and binding obligations of the Company, in accordance with the terms of the Notes and this Indenture, have been done and performed, and the execution of this Indenture and the issue 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, for and in consideration of the premises and of the purchases of the Notes by the Holders thereof, it is mutually agreed, for the benefit of each other and the equal and proportionate benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows:

ARTICLE 1

DEFINITIONS

Section 1.01Definitions.  The terms defined in this ‎Section 1.01 (except as otherwise expressly provided herein or in such other Note Document or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto and each other Note Document shall have the respective meanings specified in this ‎Section 1.01.

“Action” shall have the meaning specified in Section 17.01(e).

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

“Additional Notes” means 6.75% Senior Secured Convertible Notes due 2028 issued under the terms of this Indenture after the Issue Date and in compliance with ‎Section 2.10 and Section 4.10 (it being understood that any Notes issued in exchange for or replacement of any Original Note shall not be an Additional Note).

“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.

“After-Acquired Collateral” shall have the meaning specified in Section 4.14(a).

“Applicable Insurance Laws” means any law, treaty, convention, code, statute, ordinance, directive, rule, regulation or common law applicable to a Regulated Insurance Entity or the ownership and control of such entities.

“Applicable Percentage” means the percentages of principal amount set forth below for the applicable periods:

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“Asset Sale” means:

(a)the sale, lease, conveyance or other disposition of any assets or rights (whether in a single transaction or a series of related transactions), outside of the ordinary course of business of the Company and its Restricted Subsidiaries, whether effected pursuant to a Division, sale and leaseback transaction, or otherwise; provided that the sale, lease, conveyance, Division or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole will be governed under Article 11; and

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(b)the issuance of Capital Stock by any of the Company’s Restricted Subsidiaries or the sale of Capital Stock in any of the Company’s Restricted Subsidiaries (other than directors’ qualifying Capital Stock or Capital Stock required by applicable law to be held by a Person other than the Company or one of its Subsidiaries).

Notwithstanding anything to the contrary in the preceding paragraph, none of the following items will be deemed to be an Asset Sale:

(a)a transfer of assets (i) between or among the Company and any Subsidiary Guarantor or (ii) between or among Restricted Subsidiaries of the Company that are not Subsidiary Guarantors;

(b)an issuance of Capital Stock by any Restricted Subsidiary of the Company to the Company or to a Subsidiary Guarantor;

(c)any sale or other disposition of damaged, worn-out or obsolete assets or assets otherwise unsuitable or no longer required for use in the ordinary course of the business of the Company and its Subsidiaries (including the abandonment or other disposition of property (including by ceasing to enforce, allowing the lapse, abandonment or invalidation of or discontinuing the use or maintenance of or putting into the public domain any intellectual property) that is, in the reasonable judgment of the Company, no longer profitable, economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries, taken as a whole);

(d)a Restricted Payment that is not prohibited under Section 4.16 or a Permitted Investment;

(e)the sale, lease, sublease, license or sublicense, consignment, conveyance or other disposition of products, services, inventory and other assets in the ordinary course of business, including leases and subleases to third parties of leased facilities, including those that are temporarily not in use or pending their disposition; provided that any such leases, subleases, licenses or sublicenses of other assets do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole, determined in good faith by the Company;

(f)a disposition of leasehold improvements or leased assets in connection with the termination of any operating lease;

(g)dispositions constituting casualty events of the Company or any of its Restricted Subsidiaries; provided that in the event that such casualty event results in the receipt of Net Cash Proceeds, such Net Cash Proceeds are deemed to be Net Cash Proceeds from an Asset Sale and are applied in accordance with Section 4.13;

(h)(i) dispositions or discounts of receivables, or participations therein (including any discount and/or forgiveness thereof) in connection with the compromise, settlement or collection thereof in the ordinary course of business, the conversion or exchange of accounts receivable for notes receivable, or in bankruptcy or similar proceedings, but excluding in each case supply-chain, factoring, reverse factoring or

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receivable-based or asset-backed lending or financing arrangements; or (ii) the sale, unwinding or other disposition of hedging obligations (including obligations under Hedging Agreements) or other financial instruments in the ordinary course of business;

(i)any foreclosure or any similar action with respect to the property or other assets of the Company or any Restricted Subsidiary;

(j)the creation of or realization on a Lien to the extent that the granting of such Lien was not prohibited under Section 4.11;

(k)any surrender or waiver of contract rights in the ordinary course of business or settlement, release, recovery on or surrender of contract, tort or other claims;

(l)the sale or other disposition of cash or Cash Equivalents in the ordinary course of business;

(m)sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(n)dispositions of property to the extent that such property is promptly exchanged for credit against the purchase price of similar replacement property that is useful in the ordinary course of business of the Company and its Subsidiaries; and

(o)the Reciprocal Exchange Transaction.

“Asset Sale Offer” shall have the meaning specified in Section 4.13(c)(i).

“Asset Sale Offer Company Notice” shall have the meaning specified in Section 4.13(c)(iv).

“Asset Sale Offer Consideration Amount” shall have the meaning specified in Section 4.13(c)(i).

“Asset Sale Offer Repurchase Date” shall have the meaning specified in Section 4.13(c)(i).

“Asset Sale Offer Repurchase Notice” shall have the meaning specified in Section 4.13(c)(iii).

“Asset Sale Offer Repurchase Price” shall have the meaning specified in Section 4.13(c)(i).

“Asset Sale Threshold” means $20,000,000 in the aggregate, provided that on and after the date on which the cumulative Net Cash Proceeds received by the Company and its Restricted Subsidiaries from Asset Sales after the Issue Date exceeds $20,000,000 in the aggregate, the “Asset Sale Threshold” shall mean $0.

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“Asset Sale Trigger” shall have the meaning specified in Section 4.13(c)(i).

“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 Trustee 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 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 Lease” means any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP (with the amount of any Indebtedness in respect of a Capital Lease being the capitalized amount of the obligations under such Capital Lease determined in accordance with GAAP); provided that such determination shall be made without giving effect to Accounting Standards Codification 842, Leases (or any other Accounting Standards Codification having similar result or effect) (and related interpretations under GAAP) to the extent any lease (or similar arrangement) would be required to be treated as a Capital Lease thereunder where such lease (or arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of such Accounting Standards Codification.

“Capital Lease Obligations” of any Person means any obligations of such Person that are required to be classified and accounted for as Capital Leases, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that such determination shall be made without giving effect to Accounting Standards Codification 842, Leases (or any other Accounting Standards Codification having similar result or effect) (and related interpretations under GAAP) to the extent any lease (or similar arrangement) would be required to be treated as a Capital Lease thereunder where such lease (or arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of such Accounting Standards Codification.

“Capital Stock” means:

(a)in the case of a corporation, corporate stock or shares in the capital of such corporation;

(b)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(c)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

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(d)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into or exchangeable for Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(a)any evidence of Indebtedness issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof with a final maturity not exceeding 365 days from the date of acquisition;

(b)deposits, certificates of deposit or acceptances of any financial institution that is a member of the Federal Reserve System and whose unsecured long term debt is rated at least “A” by Standard & Poor’s Ratings, a division of McGraw Hill Financial, Inc. (“S&P”), or at least “A2” by Moody’s Investors Service, Inc. (“Moody’s”) or any respective successor agency;

(c)commercial paper with a maturity of 365 days or less issued by a corporation (other than an Affiliate of the Company) organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and rated at least “A-1” by S&P and at least “P-1” by Moody’s or any respective successor agency;

(d)repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed by the full faith and credit of the United States maturing within 365 days from the date of acquisition;

(e)readily marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 365 days from the date of acquisition and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s or any respective successor agency;

(f)demand deposits, savings deposits, time deposits and certificates of deposit of any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500,000,000 and a rating of “A” (or such other similar equivalent rating) or higher by at least one “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) with maturities of not more than 365 days from the date of acquisition;

(g)money market funds which invest substantially all of their assets in securities described in the preceding clauses (a) through (f); and

(h)in the case of a Foreign Subsidiary, instruments equivalent to those referred to in clauses (a) through (g) above denominated in a foreign currency, which are (i) substantially equivalent in tenor, (ii) issued by, or entered into with, foreign Persons with

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credit quality generally accepted by businesses in the jurisdictions in which such Foreign Subsidiary operates and (iii) customarily used by businesses for short-term cash management purposes in any jurisdiction outside of the United States to the extent reasonably required in connection with any business conducted by such Foreign Subsidiary.

“Cash Management Agreement” means any agreement entered into from time to time by the Company or any Restricted Subsidiary in connection with cash management services for collections, other Cash Management Services and for operating, payroll and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“Cash Management Services” means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft, automatic clearing house fund transfer services, return items and interstate depository network services), (c) foreign exchange, netting and currency management services and (d) any other demand deposit or operating account relationships or other cash management services, including under any Cash Management Agreements.

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

“Certain Distributions Notification” shall have the meaning specified in Section 14.01(b)(ii).

“CFC” means any “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended.

“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).

“Collateral” means the rights, property and assets securing the Notes over which a Lien has been granted pursuant to the Related Collateral Documents, and any rights, property or assets over which a Lien has been granted to secure the Note Obligations of the Company and the Subsidiary Guarantors under the Notes, the Note Guarantees and this Indenture.

“Collateral Agent” means the Person named as the “Collateral Agent” in the first paragraph of this Indenture until a successor collateral agent shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Collateral Agent” shall mean or include each Person who is then a Collateral Agent hereunder.

“Collateral Requirement” means, at any time, the requirement that:

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(a)the Collateral Agent shall have received each Related Collateral Document required to be delivered on the Issue Date pursuant to Section 17.01 or from time to time pursuant to Section 4.14 or Section 4.15, subject to the limitations and exceptions of this Indenture, duly executed by each of the Company and each Subsidiary Guarantor party thereto;

(b)the Secured Obligations and the Note Guarantees shall have been secured by a perfected first-priority security interest in (i) all the Capital Stock of each Subsidiary Guarantor, and (ii) all Capital Stock of each other Restricted Subsidiary, variable interest entity related to the Reciprocal Exchange or any Unrestricted Subsidiary held by a Grantor (as defined in the Security Agreement), in each case, subject to exceptions and limitations otherwise set forth in this Indenture, the Related Collateral Documents and the Intercreditor Agreements; and

(c)the Secured Obligations and the Note Guarantees shall have been secured by a perfected first-priority security interest in all of the Collateral, in each case, subject to exceptions and limitations otherwise set forth in this Indenture, the Related Collateral Documents and the Intercreditor Agreements.

Notwithstanding the foregoing provisions of this definition or anything in this Indenture or any other Note Document to the contrary:

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jurisdiction, or to otherwise take any other action to create or perfect a security interest (or to make such security interest enforceable) in any non-U.S. jurisdiction;

“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 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 Notice” shall have the meaning specified in Section 15.01(d).

“Company Notice Date” shall have the meaning specified in ‎Section 15.01(d).

“Company Order” means a written order of the Company, signed by (a) the Company’s Chief Executive Officer, Chief Financial Officer, President, 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”) and (b) any such other Officer designated in clause (a) of this definition or the Company’s Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary, and delivered to the Trustee.

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“Consolidated Coverage Ratio” means, as of any date of determination, the ratio of (a) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters most recently ended prior to the date of such determination for which financial statements have been filed with the Commission, to (b) Consolidated Interest Expense for such four fiscal quarters; provided, however, that:

(1) if the Company or a Restricted Subsidiary has incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an incurrence of Indebtedness, or both, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness (and the application of the proceeds thereof) as if such Indebtedness had been incurred on the first day of such period;

(2) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary had not earned the interest income actually earned during such period in respect of cash or Cash Equivalents used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(3) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Sale, Consolidated EBITDA for such period shall be reduced by an amount equal to Consolidated EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Sale for such period, or increased by an amount equal to Consolidated EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Sale for such period (or, if the Equity Interests of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(4) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, that constitutes all or substantially all of an operating unit of a business, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period; and

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(5) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Sale, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Sale, Investment or acquisition had occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company (and shall include any applicable pro forma cost savings).  If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness).  If any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to the extent that such Indebtedness was incurred solely for working capital purposes.

“Consolidated EBITDA” means, for the Company and its Restricted Subsidiaries on a consolidated basis for any Test Period, an amount equal to the sum of (a) Consolidated Net Income of the Company and its Restricted Subsidiaries for the Test Period plus (b) without duplication and to the extent deducted (and not added back or excluded) in determining such Consolidated Net Income, the amounts for the Test Period of:

(1) Consolidated Interest Expense and, to the extent not reflected in such Consolidated Interest Expense, any losses on Hedging Obligations or other derivative instruments, in each case, entered into for the purpose of hedging interest rate risk, net of gains on such Hedging Obligations or such derivative instruments, and bank and letter of credit fees, letter of guarantee and bankers’ acceptance fees and costs of surety bonds in connection with financing activities, together with items excluded from the definition of “Consolidated Interest Expense” pursuant to the definition thereof; plus

(2)Consolidated Income Tax Expense; plus

(3)the consolidated depreciation and amortization expense and impairment of the Company and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP; plus

(4)other non-cash expenses, charges or losses (but excluding (A) any non-cash charge, expense or loss in respect of amortization of a prepaid cash item that was included in Consolidated Net Income in a prior period and (B) any non-cash charge, expense or loss that relates to the write-down or write-off of inventory or accounts receivable); provided that if any non-cash charges, expenses or losses referred to in this clause (4) represents an accrual or reserve for potential cash items in any future period, (x) the Company may elect not to add back such non-cash charge, expense or loss in the current period and (y) to the extent the Company elects to add back such

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non-cash charge, expense or loss, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid; plus

(5)any fees, expenses or charges (including, without limitation, any premiums, make-whole or penalty payments) relating to any offering of Indebtedness or Equity Interests by the Company or its Restricted Subsidiaries or any other capital raising transaction or merger, recapitalization or acquisition transactions made by the Company or any of its Restricted Subsidiaries, the Reciprocal Exchange, or any Indebtedness incurred, refinanced, exchanged, extended, amended, repaid, modified or maintained by the Company or any of its Restricted Subsidiaries (in each case, whether or not successful); plus

(6)Consolidated Net Income attributable to non-controlling interests of a Restricted Subsidiary (less the amount of any mandatory cash distribution with respect to any non-controlling interest other than in connection with a proportionate discretionary cash distribution with respect to the interest held by the Company or any Restricted Subsidiary); plus

(7)any losses realized upon the disposition of assets outside the ordinary course of business (including any loss realized upon the disposition of any Equity Interests of any Person) and any losses on disposed, abandoned, and discontinued operations (including in connection with any disposal thereof) and any accretion or accrual of discounted liabilities; plus

(8)any fees, out-of-pocket costs, cash charges and other cash expenses made or incurred in connection with the Transactions or in connection with any Investments, dispositions, Asset Sales, Restricted Payments, capital expenditures, issuances of Indebtedness or Equity Interests or the extinguishment of Indebtedness not prohibited hereunder (whether or not successfully consummated); plus

(9)any extraordinary, non-recurring, unusual or one-time fees, cash charges and other cash expenses of the Company and its Restricted Subsidiaries reducing such Consolidated Net Income, including without limitation non-cash expenses related to any Asset Sale, the Reciprocal Exchange or the any other disposition permitted under this Indenture; provided that items increasing Consolidated Net Income pursuant to clause (a) of the definition thereof may not be added back pursuant to this clause (9); plus

(10)any non-cash costs or expenses, including stock compensation expense incurred pursuant to any management equity plan, stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; plus

(11)costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of cost savings initiatives and operating expense reductions, restructuring and similar charges, severance, relocation costs, integration and facilities opening costs and other business optimization expenses, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities); provided that the amounts calculated in this clause (11), together with amounts calculated in clause (12), shall not exceed $3,000,000 (before giving effect to such add-backs of amounts set forth in this clause (11) or clause (12)) in the aggregate in such Test Period; plus

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(12)pro forma “run rate” cost savings, operating expense reductions and synergies (including post-acquisition price or administration fee increases) related to acquisitions, dispositions and other specified transactions (including, for the avoidance of doubt, acquisitions occurring prior to the Issue Date), restructurings, cost savings initiatives and other initiatives that are reasonably identifiable, factually supportable and projected by the Company in good faith to result from actions that have been taken or with respect to which substantial steps have been taken (in the good faith determination of the Company) within 18 months after such acquisition, disposition or other specified transaction, restructuring, cost savings initiative or other initiative; provided that the amounts calculated in this clause (12), together with amounts calculated in clause (11), shall not exceed $3,000,000 (before giving effect to such add-backs of amounts set forth in clause (11) or this clause (12)) in the aggregate in such Test Period; minus or plus

(13)any gain or loss (in each case, after any offset) resulting from currency transaction or translation gains or losses, as applicable, and any gains or losses related to currency remeasurements of Indebtedness (including intercompany Indebtedness and currency hedges for currency exchange risk); plus

(14)charges, losses or expenses that have been indemnified or insured or reimbursed by a third party (including expenses incurred with respect to liability or casualty events or business interruption that are covered by insurance), to the extent such indemnification, insurance or reimbursement is received in cash or reasonably be expected to be paid within 24 months after the incurrence of such charge, loss or expense to the extent not accrued; plus

(15)with respect to Investments in any Person (other than a Restricted Subsidiary of the Company), net gains during such period to the extent received in cash or Cash Equivalents during such period (and not otherwise included in Consolidated Net Income) and non-cash mark-to-market and other non-contractual obligations and adjustments in cash charges or non-cash expenses related to hedging the value of investments as a result of changes to fair value accounting interpretations; minus

(16) any adjustments consistent with Regulation S-X or pro forma adjustments set forth in any quality of earnings analysis and/or evidenced by or contained in a due diligence quality of earnings report prepared with respect to an Investment prepared by independent registered public accountants of recognized national standing or any other accounting firm reasonably acceptable to the Trustee and delivered to the Trustee (it being understood and agreed that any of the “Big Four” accounting firms are acceptable); plus

(17)earn-out obligations and contingent consideration obligations (including to the extent accounted for as bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments, in each case in connection with any acquisition or other Investment permitted hereunder and paid or accrued during such period; plus

(18)all charges attributable to, and payments of, legal settlements, fines, judgments or orders; plus

(19)all non-cash losses from investments recorded using the equity method; plus

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(20)any fees and expenses incurred in connection with forming and raising capital for the Reciprocal Exchange and consummating the Reciprocal Exchange Transaction.

“Consolidated Income Tax Expense” means, for the Company and its Restricted Subsidiaries determined on a consolidated basis, for any period, income tax expense or benefit determined in accordance with GAAP for such period.

“Consolidated Interest Expense” means, for the Company and its Restricted Subsidiaries determined on a consolidated basis, without duplication, the cash interest expense and loan fees, net of cash interest income, with respect to Indebtedness of the Company and its Restricted Subsidiaries for such period, other than non-recourse Indebtedness, and net cash costs under hedging agreements (other than in connection with the early termination thereof); excluding, in each case:

(a)amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest (including as a result of the effects of acquisition method accounting or pushdown accounting),

(b)interest expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Obligations or other derivative instruments, including pursuant to FASB Accounting Standards Codification Topic 815, Derivatives and Hedging,

(c)costs associated with incurring or terminating Hedging Obligations and cash costs associated with breakage in respect of hedging agreements for interest rates,

(d)commissions, discounts, yield, make-whole premium and other fees and charges (including any interest expense) incurred in connection with any non-recourse Indebtedness,

(e)“additional interest” owing pursuant to a registration rights agreement with respect to any securities,

(f)any payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including any Indebtedness issued in connection with the Transactions,

(g)penalties and interest relating to Taxes,

(h)accretion or accrual of discounted liabilities not constituting Indebtedness,

(i)interest expense attributable to a parent company resulting from push-down accounting,

(j)any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting,

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(k)any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto in connection with any acquisition or Investment, and

(l)annual agency fees paid to any administrative agents, collateral agents and trustees with respect to any secured or unsecured loans, debt facilities, debentures, bonds, commercial paper facilities or other forms of Indebtedness (including any security or collateral trust arrangements related thereto), including this Indenture.

For purposes of this definition, interest on a Capital Lease Obligation will be deemed to accrue at an interest rate reasonably determined by the Company to be the rate of interest implicit in such Capital Lease Obligation or the incremental borrowing rate related to such Capital Lease Obligation, as appropriate, in accordance with GAAP.

“Consolidated Net Income” means, for any Test Period, the net income (or loss) of the Company and its Restricted Subsidiaries for the Test Period as determined on a consolidated basis in accordance with GAAP, adjusted to the extent included in calculating such net income, by excluding, without duplication:

(a)all extraordinary, non-recurring, unusual or one-time gains or losses; provided that items increasing Consolidated Net Income pursuant to this clause (a) shall not exceed $10,000,000 during any Test Period (other than items relating to the Reciprocal Exchange);

(b)any gain or loss realized as a result of the cumulative effect of a change in accounting principles;

(c)any unrealized gains or losses in respect of any arrangements under Hedging Agreements and losses, charges and expenses attributable to the early extinguishment or conversion of Indebtedness, arrangements under Hedging Agreements or other derivative instruments (including deferred financing expenses written off and premiums paid);

(d)any non-cash gain (loss) attributable to the mark-to-market movement in the valuation of Hedging Obligations or other derivative or financial instruments, including pursuant to FASB Accounting Standards Codification Topic 815, Derivatives and Hedging;

(e)any gains or losses resulting from non-ordinary course dispositions of assets or discontinued operations;

(f)any gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP;

(g)any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized upon (i) the acquisition of any securities, or the extinguishment of any Indebtedness, of the Company or any Restricted Subsidiary or (ii) the sale of any financial or equity investment by the Company or any Restricted Subsidiary;

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(h)any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of any Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring costs incurred during such period as a result of any such transaction;

(i)any income (loss) for such period attributable to the early extinguishment of Indebtedness, hedging obligations or other derivative instruments (including deferred financing costs written off and premiums paid);

(j)non-cash expenses and costs relating to any equity-based incentive plan, including the issuance of stock-based awards, partnership interest-based awards and similar incentive-based compensation awards or arrangements;

(k)any income (loss) attributable to deferred compensation plans or trusts;

(l)any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures (provided, in each case, that the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income for the period in which such cash payment was made); and

(m)any impairment charge or asset write-off, including, without limitation, impairment charges or asset write-offs related to goodwill, intangible assets, long-lived assets or investments in debt and equity securities, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP.

“Consolidated Secured Debt” means, as of any date of determination, Consolidated Total Debt secured by Liens on any Collateral or other property of the Company and/or its Restricted Subsidiaries.

“Consolidated Total Debt” means, as of any date of determination, the aggregate amount of Indebtedness of the Company and/or and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding any cash collateralized letters of credit and any intercompany Indebtedness); provided, Consolidated Total Debt will not include non-recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (1) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within five (5) Business Days, and (2) Hedging Obligations.  The Dollar-equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar-equivalent principal amount of such Indebtedness.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other monetary obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any

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manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent:

(a)to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(b)to advance or supply funds:

(i)for the purchase or payment of any such primary obligation or

(ii)to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(c)to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“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).

“Convertible Indebtedness” means Indebtedness of the Company (which may be guaranteed by the Subsidiary Guarantors) that is either (a) convertible into Common Equity of the Company (and cash in lieu of fractional shares) or cash (in an amount determined by reference to the price of such Common Equity) or (b) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for Common Equity of the Company or cash (in an amount determined by reference to the price of such Common Equity).

“Corporate Trust Office” means the principal office of the Trustee or the Collateral Agent, as applicable, 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, Global Corporate Trust Services EP-MN-WS3C, 60 Livingston Avenue, St. Paul, MN 55107, Attention: Corporate Trust Administrator for Porch Group, Inc., or such other address as the Trustee or the Collateral Agent, as applicable, may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor trustee or successor collateral agent (or such other address as such successor trustee or successor collateral agent may designate from time to time by notice to the Holders and the Company).

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

“Daily Conversion Value” means, for each of the 40 consecutive Trading Days during the Observation Period, 2.50% 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 40.

“Daily Settlement Amount,” for each of the 40 consecutive Trading Days during the Observation Period, shall consist of:

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

(b)if the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value, a number of shares of Common Stock equal to (i) the difference between the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the Daily VWAP for such Trading Day.

“Daily VWAP” means, for each of the 40 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 “PRCH <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 up to and including the final closing print (which is indicated by “Condition Code 6” in Bloomberg) (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.

“Defaulted Amounts” means any amounts on any Note (including, without limitation, the Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and 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).

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“Disqualified Equity Interests” means any Equity Interest that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in each case at the option of the holder thereof) or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is three hundred and sixty-six (366) days after the date on which the Notes mature (other than, in each case, (1) for any Capital Stock (other than Disqualified Equity Interests), or (2) solely as a result of a provision requiring an offer to purchase such Equity Interests as a result of a change of control, delisting, fundamental change, asset sale, casualty, condemnation or eminent domain or similar provision or any other provision permitting holders to convert such Equity Interests so long as the right of the holders thereof to redeem upon the occurrence of a change of control, delisting, fundamental change, asset sale, casualty, condemnation or eminent domain or similar provision shall be subject to the prior repayment in full of the Notes (other than yet unasserted Contingent Obligations)); provided, however, that only the portion of such Equity Interests which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Disqualified Equity Interests.  Disqualified Equity Interests will not include any common stock issued by the Company or its Subsidiaries to its future, current or former employees, directors, officers, members of management, consultants or independent contractors that is or may be subject to repurchase by the Company or its Subsidiaries pursuant to the terms of any employment agreement, benefit plan or other similar arrangement or in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability.  The aggregate principal amount of Disqualified Equity Interests deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount as determined by the Company in good faith that the Company or its Subsidiaries may become obligated to pay upon the maturity of (or the liquidation preference if perpetual), or pursuant to any mandatory redemption provisions of, such Disqualified Equity Interests or portion thereof, exclusive of accrued dividends (other than dividends paid-in-kind).

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

“Dividing Person” has the meaning assigned to it in the definition of “Division”.

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Domestic Subsidiary” means any Subsidiary that is organized or existing under the laws of the United States, or any state thereof or the District of Columbia.

“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.

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“Equity Interests” means, with respect to any Person, the Capital Stock of such Person and all warrants, options or other rights to acquire Capital Stock of such Person, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock of such Person.

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

“Ex-Dividend Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

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

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

“Excluded Subsidiary” means, as of any date, (a) any Foreign Subsidiary, (b) any not-for-profit Subsidiary, (c) any Subsidiary (including any regulated insurance Subsidiary) that is not permitted by law or regulation, or would require unaffiliated third-party consent, approval, license or authorization (including from any governmental authority or regulator) (in the case of any such consent, approval, license or authorization, solely to the extent that such Subsidiary has used commercially reasonable efforts to obtain such consent, approval, license or authorization, as applicable) to provide a Guarantee of the Notes, or pledge a security interest in its assets, unless such restriction is removed or such consent, approval, license or authorization has been received, and (d) any Unrestricted Subsidiary.

“Existing Notes” means the Company’s 0.75% Convertible Senior Notes due 2026.

“Fair Market Value” means the value that would be paid by a willing buyer or licensor to an unaffiliated willing seller or licensee in a transaction not involving distress or necessity of either party, determined in good faith by the Company (unless otherwise specified herein); when making such determination the Company (or the Board of Directors, as applicable) may take into account all factors the Company (or the Board of Directors, as applicable) determines are relevant to making such determination, including, without limitation, preference rights, current market conditions, lack of liquidity, control and restrictions on marketability and transferability.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Form of Asset Sale Offer Repurchase Notice” means the “Form of Asset Sale Offer Repurchase Notice” attached as Attachment 5 to the Form of Note attached hereto as Exhibit A.

“Form of Assignment and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 6 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 4 to the Form of Note attached hereto as Exhibit A.

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“Form of Installment Repurchase Notice” means the “Form of Installment 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.

“Form of Put Repurchase Notice” means the “Form of Put Repurchase Notice” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.

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

(a)a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Wholly Owned Subsidiaries and the employee benefit plans of the Company and its Wholly Owned Subsidiaries, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Common Stock representing more than 50.00% of the voting power of the Common Stock;

(b)the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, 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 of the Company’s Wholly Owned Subsidiaries; provided, however, that a transaction described in clauses (A) or (B) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50.00% 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, The Nasdaq Global Market or The Nasdaq Capital Market (or any of their respective successors);

provided, however, that a transaction or transactions described in clause (a) or clause (b) above shall not constitute a Fundamental Change if at least 90.00% of the consideration received or to be received by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in connection with such

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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, The Nasdaq Global Market or The Nasdaq Capital 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 securities of another entity occurs, references to the Company in this definition shall instead be references to such other entity.  For purposes of this definition, any transaction or event described in both clause (a) and clause (b) of this definition (without regard to the proviso in clause (b)) shall be deemed to occur solely pursuant to clause (b) (subject to such proviso).

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

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

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

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

“GAAP” means generally accepted accounting principles in the United States as in effect and as adopted by the Company on the Issue Date, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), including, without limitation, any Accounting Standards Codifications. The amount of any Indebtedness under GAAP with respect to Capital Lease Obligations shall be determined in accordance with the definition of “Capital Lease Obligations.”

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

“Guarantee” means a guarantee, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise); provided, however, that the term “Guarantee” will not include (x) endorsements for collection or deposit in the ordinary course of business or consistent with past practice and (y) standard contractual indemnities or product warranties provided in the ordinary course of business, and provided further that the amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect

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thereof as determined by such Person in good faith.  The term “Guarantee” used as a verb has a corresponding meaning.

“Hedging Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Hedging Agreement.  For the avoidance of doubt, any Permitted Convertible Indebtedness Call Transaction will not constitute Hedging Obligations.

“HOAHC” means Homeowners of America Holding Corporation, a Delaware corporation.

“HOAIC” means Homeowners of America Insurance Company, a Texas domiciled property and casualty insurance company.

“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.

“Indebtedness” means, as to any Person on any date of determination (without duplication):

(a)the obligations of such Person for borrowed money;

(b)the obligations of such Person evidenced by bonds, debentures, loan agreements, notes or other similar instruments;

(c)all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have not been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of incurrence);

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(d)the obligations of such Person to pay the deferred and unpaid purchase price of property or services (except (i) trade accounts and accrued expenses payable in the ordinary course of business, (ii) any earn out obligation until such obligation, within 60 days after becoming due and payable, has not been paid and such obligation is reflected as a liability on the balance sheet of such Person in accordance with GAAP and (iii) accruals for payroll and other liabilities accrued in the ordinary course);

(e)Capital Lease Obligations and synthetic lease obligations of such Person;

(f)all obligations, or liquidation preference, of such Person with respect to any Disqualified Equity Interests or, with respect to any Restricted Subsidiary, any preferred stock (but excluding, in each case, any accrued dividends (other than dividends paid-in-kind));

(g)all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (i) the fair market value of such asset at such date of determination (as determined in good faith by the Company) and (ii) the amount of such Indebtedness of such other Persons;

(h)Guarantees by such Person of Indebtedness of the type referred to in clauses (a), (b), (c), (d), and (h) of other Persons to the extent Guaranteed by such Person; and

(i)to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); and

(j)all obligations in respect of any sale of future revenues or synthetic royalty or other financing based on future revenues derived from, and other proceeds arising out of, any product or service marketed or sold by such Person or any of its Subsidiaries;

with respect to clauses (a), (b), and (d) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP.

The amount of any Indebtedness outstanding as of any date shall be (x) the accreted value thereof in the case of any Indebtedness issued with original issue discount, and (y) the principal amount of Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness.  Indebtedness shall be calculated without giving effect to the effects of Accounting Standards Codification Topic 815—Derivatives and Hedging and related pronouncements to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

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For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise expressly limited and the amount shall be deemed to be equal to the least of (i) the amount such Indebtedness is recourse to such Person, (ii) the aggregate unpaid amount of such Indebtedness and (iii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

Notwithstanding the above provisions, in no event shall the following constitute Indebtedness:

(i)Contingent Obligations incurred in the ordinary course of business or consistent with past practice, other than Guarantees or other assumptions of Indebtedness;

(ii)any lease, concession or license of property (or Guarantee thereof) which would be considered an operating lease under GAAP as in effect on the Issue Date, Non-Finance Lease Obligations or any prepayments of deposits received from clients or customers in the ordinary course of business or consistent with past practice;

(iii)in connection with the purchase by the Company or any Restricted Subsidiary of any business, (a) any deferred or prepaid revenue, (b) post-closing payment adjustments and purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller of such asset where such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner, (c) amounts owed to dissenting equity holders in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto (including any accrued interest), with respect to the transactions that are not restricted under this Indenture; and (d) liabilities associated with customer prepayments and deposits and other accrued obligations (including transfer pricing), in each case incurred in the ordinary course of business;

(iv)for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes;

(v)premiums payable to, and advance commissions or claim payments from, insurance companies; or

(vi)Indebtedness of any parent entity appearing on the balance sheet of the Company solely by reason of push down accounting under GAAP.

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

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“Installment Repurchase Date” shall have the meaning specified in ‎Section 15.01(a).

“Installment Repurchase Price” shall have the meaning specified in ‎Section 15.01(a).

“Insurance Regulatory Authority” means any Federal, state, local or foreign governmental or regulatory authority, agency, commission, department, body, court or other legislative, executive, or judicial or quasi-judicial governmental entity responsible for the regulation of the business of insurance.

“Intercreditor Agreements” means, collectively, any (a) Permitted Junior Intercreditor Agreement and (b) any other intercreditor agreement entered into from time to time and designated by the Company and the Collateral Agent as an “Intercreditor Agreement.”

“Interest Payment Date” means each April 1 and October 1 of each year, beginning on October 1, 2023; provided that, if such day is not a Business Day, then such payment shall be made on the immediately succeeding Business Day.

“Investments” means, with respect to any specified Person, all direct or indirect investments by such specified Person in other Persons (including affiliates) in the forms of loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding (i) commission, travel and similar advances to officers, directors, consultants and employees made in the ordinary course of business or consistent with past practice and (ii) extensions of credit to customers or advances, deposits or payment to or with suppliers, lessors or utilities or for workers’ compensation, in each case, that are incurred in the ordinary course of business or consistent with past practice), or purchases or other acquisitions for consideration of Indebtedness, Capital Stock or other securities.  The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person that was acquired in contemplation of the acquisition of such Person will be deemed to be an Investment by the Company or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person determined as provided in this Indenture.  Any property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such transfer.  Except as otherwise provided in this Indenture, the amount of an Investment outstanding at any time will be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Company or a Restricted Subsidiary in respect of such Investment.  An Investment will be deemed to have been made at the time of making any such loans, advance or capital contribution, purchase or other acquisition for consideration of Indebtedness, Equity Interests or other securities.

“Issue Date” means April [  ], 2023.

“Last Reported Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded.  If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale

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Price” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization.  If the Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Liens” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in the nature of a security interest in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof or, with regard to securities, any purchase option, call or similar rights of a third party with respect to such securities.  In no event will an operating lease (or other lease in respect of a Non-Finance Lease Obligation) constitute a “Lien” for purposes of Section 4.11.

“Liquidity” means, as of any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents of the Company and the Subsidiary Guarantors.

“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 October 1, 2028.

“Maximum Installment Repurchase Amount” shall have the meaning specified in ‎Section 15.01(a).

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

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

“Net Cash Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs or estimated costs for which reserves are maintained relating to such Asset Sale, including, without limitation, any legal, accounting and investment banking fees and expenses and sales commissions, underwriting discounts and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable or estimated to be paid (including sales, use or other transactional taxes and any net marginal increase in income taxes) as a result of the Asset Sale, in each case, after taking into account, without duplication, (1) any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness secured by a Permitted Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in

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respect of the sale price of such asset or assets established in accordance with GAAP, (2) any prohibition or delay by applicable local law or organizational document restrictions (including financial assistance, corporate benefit, restrictions on dividends and the fiduciary and statutory duties of directors of the applicable Foreign Subsidiaries and as a result of minority ownership in the applicable Foreign Subsidiaries) from being repatriated to the United States, (3) any adverse tax consequence (taking into account any foreign tax credit or benefit received in connection with such repatriation) that would result from being repatriated to the United States, (4) any reserve or payment with respect to liabilities associated with such asset or assets and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, severance costs, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, (5) any change of control, consent or other payment to a third party made to get consent or approval from a third party, (6) in the case of any Asset Sale by a Restricted Subsidiary that is not a Subsidiary Guarantor, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by the Company or any Restricted Subsidiary) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held by the Company or any Restricted Subsidiary, and (7) any cash escrows in connection with purchase price adjustments, reserves or indemnities (until released).

“Net Cash Proceeds Deficiency” shall have the meaning specified in Section 4.13(c)(ii).

“Non-Finance Lease Obligation” means a lease obligation that is not required to be accounted for as a finance lease on both the balance sheet and the income statement for financial reporting purposes in accordance with GAAP.  For the avoidance of doubt, a straight-line or operating lease shall be considered a Non-Finance Lease Obligation.

“Non-Material Intellectual Property” means intellectual property that (i) has a Fair Market Value of less than $5,000,000 and (ii) does not account for more than two percent (2%) of the total revenues of the Company on a consolidated basis for any fiscal quarter during the four most recently completed fiscal quarters.

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

“Note Documents” means the Notes (including Additional Notes), the Note Guarantees, the Related Collateral Documents, any Intercreditor Agreement, each Subscription Agreement and this Indenture.

“Note Guarantee” means the guarantee by any Subsidiary Guarantor of the Company’s Note Obligations under the Notes and this Indenture, as set forth in this Indenture.

“Note Obligations” means the Obligations of the Company and the other obligors (including the Subsidiary Guarantors) under this Indenture and the Related Collateral Documents to pay principal, premium, if any, and interest (including all interest accruing after the commencement of any bankruptcy, insolvency, reorganization or similar proceeding, whether or not a claim for such post-petition interest is allowed or allowable in such proceeding), fees,

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expenses and indemnities when due and payable, and all other amounts due or to become due under or in connection with this Indenture and the Related Collateral Documents and the performance of all other obligations of the Company and the Subsidiary Guarantors under this Indenture and the Related Collateral Documents, according to the respective terms thereof.

“Note Register” shall have the meaning specified in ‎Section 2.05(a).

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

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

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness.

“Observation Period” with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior to July 1, 2028, the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; (ii) if the relevant Conversion Date occurs on or after the date of the Company’s issuance of a Redemption Notice with respect to the Notes pursuant to ‎Section 16.02 and prior to the relevant Redemption Date, the 40 consecutive Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding such Redemption Date; and (iii) subject to clause (ii), if the relevant Conversion Date occurs on or after July 1, 2028, the 40 consecutive Trading Days beginning on, and including, the 41st Scheduled Trading Day immediately preceding the Maturity Date.

“Officer” means, with respect to the Company, the President, the Chief Executive Officer, the Chief Financial 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”).

“Officers’ Certificate” when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by (a) two Officers of the Company or (b) one Officer of the Company and one of the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary or the Controller of the Company.  Each such certificate shall include the statements provided for in ‎Section 19.05 if and to the extent required by the provisions of such Section.  One of the Officers giving an Officers’ 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 acceptable to the Trustee, that is delivered to the Trustee.  Each such opinion shall include the statements provided for in Section 19.05 if and to the extent required by the provisions of such Section 19.05 .

“Optional Redemption” shall have the meaning specified in ‎Section 16.01.

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“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 ‎Section 2.06 or Notes in lieu of which, or in substitution for which, other Notes shall have been authenticated and delivered pursuant to the terms of ‎Section 2.06 unless proof satisfactory to the Trustee is presented that any such Notes are held by protected purchasers in due course;

(d)Notes converted pursuant to ‎Article 14 and required to be cancelled pursuant to ‎Section 2.08;

(e)Notes redeemed pursuant to Article 16; and

(f)Notes repurchased by the Company pursuant to ‎Section 2.10(c) or pursuant to Article 15.

“Ownership Limitation” shall have the meaning specified in Section 14.13(a).

“Paying Agent” shall have the meaning specified in ‎Section 4.02.

“Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on the Company’s Common Equity purchased by the Company in connection with the issuance of any Convertible Indebtedness (including, without limitation, the September 2021 capped call transactions entered into by the Company in connection with the Existing Notes); provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Company from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Company from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction.

“Permitted Convertible Indebtedness Call Transaction” means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

“Permitted Factoring Agreements” means, collectively, (i) that certain Marketer Agreement, dated May 12, 2020, by and between WalCo Funding, LLC and American Home Protect, LLC, (ii) that certain Seller Agreement, dated October 31, 2016, by and between American Home Protect, LLC and Omnisure Group, LLC, (iii) that certain Administrator Agreement, dated March 4, 2019, by and between Riprock Holding, LLC and PayLink Payment Plans, LLC, and (iv) that certain Administrator Agreement, dated March 23, 2020, by and between WalCo Funding, LLC and Riprock Holding, LLC, in each case as in effect on the Issue Date, as the same may be

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amended, restated, amended and restated, supplemented, modified or replaced to the extent not expressly restricted by this Indenture; provided that the aggregate outstanding principal amount (or, if greater, the aggregate put price or other amount payable by the Company or any of its Subsidiaries upon a put event or other termination) of Indebtedness attributable to the Company and its Restricted Subsidiaries in connection with all such facilities shall not at any time exceed $15,000,000 and, after the Issue Date, the Company and its Subsidiaries shall not sell any new or additional accounts receivable pursuant to or into any of the agreements or arrangements described in clauses (i) through (iv) above.

“Permitted Indebtedness” means, without duplication, each of the following:

(a)(i) Indebtedness in respect of the Existing Notes in an aggregate principal amount not to exceed $225,000,000, (ii) other Indebtedness existing as of the Issue Date set forth on Schedule I hereto and (iii) to the extent constituting Indebtedness, obligations under the Permitted Factoring Agreements in an aggregate principal amount (or, if greater, the aggregate put price or other amount payable by the Company or any of its Subsidiaries upon a put event or other termination) not to exceed $15,000,000;

(b)Indebtedness in respect of Permitted Junior Indebtedness;

(c)Indebtedness in respect of the Notes and any Note Guarantees in an aggregate principal amount not to exceed $333,334,000 (plus any accrued interest and fees), plus the aggregate principal amount of any Additional Notes issued from time to time in accordance with Section 2.10;

(d)Indebtedness of the Company or any of its Restricted Subsidiaries in respect of purchase money Indebtedness (whether incurred through the direct acquisition of property or assets or the acquisition of the Equity Interests of any Person owning such property or assets), Capital Lease Obligations, synthetic lease obligations or mortgage financings in an aggregate principal amount not to exceed, together with any Permitted Refinancing Indebtedness entered into in respect thereof, $7,500,000 at any one time outstanding;

(e)Hedging Obligations (including obligations under Hedging Agreements) entered into in the ordinary course of business by the Company or its Restricted Subsidiaries to hedge or mitigate commercial or currency risk and not for any speculative purpose;

(f)intercompany Indebtedness between and/or among the Company and any of its Subsidiaries or between any of the Company’s Subsidiaries; provided that any such Indebtedness provided by the Company and Subsidiary Guarantors, on the one hand, to Subsidiaries that are not Subsidiary Guarantors, on the other, shall not exceed an amount equal to (a) $10,000,000, plus, (b) an amount up to 50.00% of the Net Cash Proceeds from the issue or sale of Equity Interests (other than Disqualified Equity Interests) of the Company (it being understood that any such outstanding indebtedness shall be calculated net of any cash return of capital with respect to such Indebtedness received by the Company or a Subsidiary Guarantor and shall be expressly and contractually subordinated in terms

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of repayment to the Note Obligations) (the sum of (a) and (b), the “Non-Guarantor Limit”), less the amount thereof otherwise utilized for incurrences under clauses (f) or (p) of the definition of “Permitted Indebtedness” or clause (a) of the definition of “Permitted Investments”;

(g)Indebtedness incurred as a result of endorsing negotiable instruments for deposit or collection in the ordinary course of business;

(h)Indebtedness in respect of letters of credit, bank guarantees, warehouse receipts, surety or performance bonds and similar instruments issued for the Company’s account or the account of any of its Subsidiaries in order to provide security for (i) workers’ compensation claims, unemployment insurance and other types of social security and employee health and disability benefits, or casualty-liability insurance, payment obligations in connection with self-insurance or similar requirements, and (ii) tenders, completion guarantees, statutory obligations, surety, environmental or appeal bonds, court costs, bids, leases, government contracts, contracts (other than for borrowed money), performance bonds or other obligations of a like nature;

(i)Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries providing for the indemnification, adjustment of purchase price, earn-out, royalty, milestone or similar obligations, in each case incurred or assumed with the acquisition or disposition of any business, assets or Equity Interests of the Company or any of its Subsidiaries, other than, in the case of any such disposition by the Company or any of its Subsidiaries, guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests;

(j)Indebtedness incurred by the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums in the ordinary course of business or (ii) take-or-pay obligations contained in supply agreements in the ordinary course of business;

(k)Indebtedness incurred by the Company or any of its Restricted Subsidiaries in the ordinary course of business arising from treasury, payment processing services, cash pooling, depository, over-draft and Cash Management Services;

(l)to the extent constituting Indebtedness, Indebtedness representing any taxes, assessments or governmental charges which are not overdue for a period of more than 60 days or which are being contested in good faith and adequate reserves have been provided therefor in conformity with GAAP;

(m)Indebtedness of a Person existing at the time such Person was acquired by the Company or became a Restricted Subsidiary or assets were acquired from such Person; provided that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or the acquisition of such assets, (ii) neither the Company nor any of its Restricted Subsidiaries other than the Person (and its Subsidiaries) or assets acquired has any liability or obligation with respect to such Indebtedness or is subject to any Lien with respect to such Indebtedness, and (iii) the

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aggregate principal amount at any time outstanding of Indebtedness under this clause (m) shall not exceed, together with any Permitted Refinancing Indebtedness entered into in respect thereof, $20,000,000 at any time;

(n)customer deposits and advance payments (including progress premiums) received in the ordinary course of business or consistent with past practice from customers or vendors for goods or services purchased in the ordinary course of business or consistent with past practice;

(o)Indebtedness not to exceed $2,500,000 at any time outstanding in the form of advances to and reimbursements owed to officers, directors and employees of the Company or any of its Restricted Subsidiaries for expenses incurred in the ordinary course of business or consistent with past practice;

(p)performance guarantees by the Company or any Restricted Subsidiary with respect to the performance of any obligation (other than Indebtedness) of any other Restricted Subsidiary; provided that the obligations of Restricted Subsidiaries that are not Subsidiary Guarantors which are guaranteed by the Company or any Subsidiary Guarantor shall not exceed, in the aggregate, the Non-Guarantor Limit, less the amount thereof otherwise utilized for incurrences under clauses (f) or (p) of the definition of “Permitted Indebtedness” or clause (a) of the definition of “Permitted Investments”;

(q)Indebtedness incurred in connection with judgments, writs, orders, decrees, attachments or awards that do not constitute an Event of Default;

(r)to the extent constituting Indebtedness, such amounts required to be invested in insurance and regulated subsidiaries and other variable interest entities in order for such persons to maintain insurance and/or rating qualifications and to meet minimum regulatory capital and/or ratings requirements and to comply with applicable law, rule or regulation or to the extent requested or required by a regulator or rating agency;

(s)(i) Guarantees by the Company or any Subsidiary Guarantor of Indebtedness of the Company or any Subsidiary Guarantor that is permitted to be incurred under Section 4.10; provided that if the Indebtedness being guaranteed is subordinated in right of payment to or pari passu with the Notes or the Note Guarantees, then the Guarantee must be subordinated or pari passu, as appliable, in right of payment to the same extent as the Indebtedness guaranteed, or (ii) Guarantees by any Restricted Subsidiary (other than Company or any Subsidiary Guarantor) of Indebtedness of any Restricted Subsidiary (other than the Company or any Subsidiary Guarantor) that is permitted to be incurred under Section 4.10; provided that if the Indebtedness being guaranteed is subordinated in right of payment to or pari passu with the Notes or the Note Guarantees, then the Guarantee must be subordinated or pari passu, as applicable, in right of payment to the same extent as the Indebtedness guaranteed; and

(t)Permitted Refinancing Indebtedness in respect of the foregoing clauses (a), (c), (d) and (m).

“Permitted Investments” means:

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(a)any Investment (i) in the Company or any Subsidiary Guarantor, (ii) by a Restricted Subsidiary that is not a Subsidiary Guarantor in any other such Restricted Subsidiary, or (iii) by the Company or any Subsidiary Guarantor in any Subsidiary that is not a Subsidiary Guarantor; provided that the aggregate amount of Investments made pursuant to clause (iii) shall not exceed an amount equal to the Non-Guarantor Limit, less the amount thereof otherwise utilized for incurrences under clauses (f) or (p) of the definition of “Permitted Indebtedness” or this clause (a) of the definition of “Permitted Investments”;

(b)any Investment in cash and Cash Equivalents;

(c)any Investment by the Company or any Restricted Subsidiary in a Person, if, as a result of, or in connection with, such Investment:

(i)such Person becomes or will become a Subsidiary Guarantor; or

(ii)such Person is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or any Subsidiary Guarantor;

(d)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.13 or from a sale or other disposition of assets not constituting an Asset Sale;

(e)any Investments to the extent made in exchange for the issuance or sale of Qualified Equity Interests of the Company;

(f)any Investments received in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business or consistent with past practice of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (ii) litigation, arbitration or other disputes;

(g)Hedging Obligations permitted under Section 4.10;

(h)advances to officers, directors, consultants and employees in the ordinary course of business or consistent with past practice, for travel, entertainment, relocation and analogous ordinary business purposes;

(i)any Investment of the Company or any of its Restricted Subsidiaries existing on the Issue Date, and any extension, modification or renewal of such existing Investments, to the extent not involving any additional Investment other than as the result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investments as in effect on the Issue Date; provided that the amount of any such Investment may be increased as otherwise permitted under this Indenture;

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(j)(j)guarantees of Indebtedness incurred in accordance with Section 4.10;

(k)receivables owing to the Company or any of its Restricted Subsidiaries, prepaid expenses, and lease, utility, workers’ compensation and other pledges and deposits, if created, acquired or entered into in the ordinary course of business;

(l)[intentionally omitted];

(m)advances, loans, rebates and extensions of credit (including the creation of receivables and endorsements for collection and deposit) to suppliers, lessors, licensors, licensees, distributors, advisors, hosts, producers, customers and vendors, and performance guarantees, in each case in the ordinary course of business or consistent with past practice;

(n)Investments resulting from the acquisition of a Person otherwise permitted by this Indenture, which Investments at the time of such acquisition were held by the acquired Person and were not acquired in contemplation of the acquisition of such Person;

(o)stock, obligations or securities received in satisfaction of judgments and any renewal or replacement thereof;

(p)guaranty and indemnification obligations arising in connection with surety bonds issued in the ordinary course of business or consistent with past practice;

(q)other Investments in any Person having an aggregate Fair Market Value (measured on the Issue Date for any Investments existing on the Issue Date and on the date of investment for each Investment made after the Issue Date and in each case and without giving effect to subsequent changes in value) that, when taken together with all other Investments made pursuant to this clause (q), do not, at any time outstanding, exceed $7,500,000, net of any cash return of capital with respect to such Investments received by the Company or any Restricted Subsidiary of the Company;

(r)to the extent constituting Investments, (i) lease, utility and other similar pledges and deposits, (ii) prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar pledges and deposits, and (iii) guarantees of business obligations owed to landlords, suppliers, customers, franchisees and licensees of the Company and its Restricted Subsidiaries, in each case, in the ordinary course of business;

(s)Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited by this Indenture;

(t)the granting of leases, subleases, licenses or sublicenses to others in the ordinary course of business that do not materially adversely interfere in the business of the Company and its Subsidiaries, taken as a whole, and the rights of such parties set forth in such agreements; provided that the right to enter into exclusive and perpetual licenses or sublicenses, and white label or similar arrangements, with any Person shall be limited to

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Non-Material Intellectual Property, and an Officer of the Company shall certify that such property constitutes Non-Material Intellectual Property; provided, further, that the granting of any licenses or sublicenses pursuant to clause (h) of the definition of “Reciprocal Exchange Transaction” shall be a Permitted Investment;

(u)Investments pursuant to the Permitted Factoring Agreements; and

(v)Investments in joint ventures, corporate collaborations or strategic alliances in the ordinary course of business of the Company or any of its Restricted Subsidiaries otherwise permitted by this Indenture; provided that any such Investments do not exceed $5,000,000 at any time outstanding.

“Permitted Junior Indebtedness” means Indebtedness of the Company or any Subsidiary Guarantors, provided that: (a) the stated final maturity of such Indebtedness shall not be earlier than the 366^th day after the Maturity Date; (b) other than scheduled interest payments, such Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, in whole or in part, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default, the occurrence of a change in control or fundamental change that would also constitute a Fundamental Change under this Indenture, the occurrence of an Asset Sale that would also require an Asset Sale Offer under this Indenture, or, in the case of convertible notes, upon conversion) prior to the date that is the 366^th day after the Maturity Date; (c) such Indebtedness shall be contractually subordinated in right of payment (in the case of secured Permitted Junior Indebtedness, pursuant to the terms of the applicable Permitted Junior Intercreditor Agreement) to the Notes and/or the Note Guarantees, as applicable; (d) such Indebtedness may be secured by a Lien on the Collateral that is junior to the Lien on the Collateral securing the Note Obligations and may not be secured by a Lien on any property, rights or assets of the Company or its Subsidiaries that do not constitute Collateral; and (e) such Indebtedness may not benefit from any guarantee, collateral or credit support from any Subsidiary of the Company that is not a Subsidiary Guarantor; provided that the lenders or holders of such Indebtedness (or as the context, may require, a trustee or agent on their behalf) enter into a Permitted Junior Intercreditor Agreement; provided, further, that there shall not be any restrictions on the Company or any of its Subsidiaries making (and such lenders or holders of such Indebtedness (or as the context may require, a trustee or agent on their behalf) receiving) regular and scheduled cash interest payments in respect of any Permitted Junior Indebtedness (in the case of secured Permitted Junior Indebtedness, pursuant to the terms of the applicable Permitted Junior Intercreditor Agreement), customary “AHYDO catch-up payments” or payment in kind or in Qualified Equity Interests.

“Permitted Junior Intercreditor Agreement” means, to the extent executed in connection with the incurrence of Indebtedness secured by Liens on Collateral that are intended to be junior in priority to the Liens on the Collateral securing the Secured Obligations under this Indenture, at the option of the Company and the Collateral Agent acting together in good faith, either (1) an intercreditor agreement substantially in the form attached hereto as Exhibit C, together with any changes thereto which are reasonably acceptable to the Company and the Collateral Agent or (2) an intercreditor agreement in form and substance reasonably acceptable to the Company and the Collateral Agent (or the Collateral Agent acting at the direction of the Holders of not less than a majority in aggregate principal amount of the Notes), which intercreditor agreement under this

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clause (2) shall (x) provide that the Liens on the Collateral securing such Indebtedness shall rank junior in priority to the Liens on the Collateral securing the Secured Obligations under this Indenture and (y) be on terms which are consistent with market terms governing security arrangements for the sharing of Liens on a junior basis at the time such intercreditor agreement is proposed to be established, as determined by the Company in the exercise of its reasonable judgment.

“Permitted Liens” means, with respect to any Person:

(a)Liens pursuant to the Permitted Factoring Agreements to the extent permitted under clause (a) of the definition of “Permitted Indebtedness” and other Liens existing as of the Issue Date set forth on Schedule II hereto;

(b)Liens imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, construction contractors’ or other like Liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings;

(c)leases or non-exclusive licenses or non-exclusive sublicenses or subleases as licensor, lessor, sublicensor or sublessor of any of its property;

(d)Liens on any property in favor of domestic or foreign governmental bodies to secure partial, progress, advance or other payment pursuant to any contract or statute, not yet due and payable;

(e)(x) leases, non-exclusive licenses, subleases and non-exclusive sublicenses of real property and other assets which do not materially interfere with the ordinary conduct of the Company’s or any of its Restricted Subsidiaries’ business and other Liens incidental to the conduct of the Company’s or any of its Restricted Subsidiaries’ business which do not in the aggregate materially detract from the value of the property or assets subject thereto or interfere with the ordinary conduct of the Company’s or any of its Restricted Subsidiaries’ business in an material and adverse respect, (y) encumbrances, charges, ground leases, easements (including reciprocal easement agreements), survey exceptions, restrictions, encroachments, protrusions, by-law, regulation, zoning restrictions or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of the Company and its Restricted Subsidiaries or to the ownership of their properties, which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries, and (z) rights of recapture of unused real property in favor of the seller of such property set forth in customary purchase agreements and related arrangements with any government, statutory or regulatory authority;

(f)Liens arising from UCC financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Company or

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any of its Restricted Subsidiaries in the ordinary course of business or other precautionary UCC financing statement filings (or similar filings in other applicable jurisdictions);

(g)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(h)Liens securing the Notes and any Note Guarantee;

(i)Liens securing purchase money Indebtedness, Capital Lease Obligations, synthetic lease obligations and mortgages permitted under this Indenture; provided that such Liens do not at any time encumber any property or assets other than the property and assets financed thereby (together with any additions, accessions and improvements thereto and the proceeds or distributions thereof);

(j)Liens (a) on assets or property of the Company or any Restricted Subsidiary securing Hedging Obligations or Cash Management Services permitted under this Indenture; (b) that are contractual rights of netting, revocation, refund, chargeback or set-off or, in the case of clause (i) or (ii) below, other bankers’ Liens (i) relating to treasury, depository and cash management services or any automated clearing house transfers of funds in the ordinary course of business and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business; (c) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, consistent with past practice and not for speculative purposes; and/or (d) (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection with the maintenance of such accounts and (iii) arising under customary general terms of the account bank in relation to any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof;

(k)customary Liens on insurance proceeds securing financed insurance premiums in the ordinary course of business;

(l)Liens for Taxes, assessments or governmental charges which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(m)Liens in favor of the Company or any Subsidiary Guarantor;

(n)Liens securing Indebtedness permitted under clauses (b) (subject to a Permitted Junior Intercreditor Agreement), (d), (e), and (t) (provided that any such new Lien for Permitted Refinancing Indebtedness is limited to property and assets that secured or, under the written agreements pursuant to which the original Liens arose, could secure

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the Permitted Refinancing Indebtedness (plus improvements and accessions to, such property or proceeds or distributions thereof)) of the definition of “Permitted Indebtedness”;

(o)pledges, deposits or Liens under workmen’s compensation laws, payroll taxes, unemployment insurance laws, social security laws or similar legislation, or in connection with bids, tenders, completion guarantees (other than for borrowed money), contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure the performance of bids, trade contracts, government contracts and leases, statutory obligations, surety, stay, indemnity, judgment, customs, appeal or performance bonds, guarantees of government contracts, return-of-money bonds, bankers’ acceptance facilities (or other similar bonds, instruments or obligations), obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same, or as security for contested taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case incurred in the ordinary course of business or consistent with past practice;

(p)to the extent constituting a Lien, escrow arrangements securing indemnification obligations in connection with an acquisition of a Person or a disposition that is otherwise permitted under this Indenture;

(q)Liens (i) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired, which are to be applied against the purchase price for such acquisition; provided that (x) the aggregate amount of such advances shall not exceed the purchase price of such acquisition and (y) the property is acquired within 90 days following the date of the first such advance so made; and (ii) consisting of any agreement, grant or option to sell, transfer or dispose of any property in a disposition of assets, in each case, solely to the extent such acquisition or disposition, as the case may be, would have been permitted on the date of the creation of such Liens;

(r)reinsurance trust accounts and Liens securing performance with respect to such reinsurance trust accounts if such Lien attaches to property in the reinsurance trust account only;

(s)Liens securing or otherwise arising out of judgments, decrees, attachments, garnishments, orders, awards or other forms of levies or injunction not giving rise to an Event of Default so long as (a) any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated, (b) the period within which such proceedings may be initiated has not expired or (c) no more than 60 days have passed after (i) such judgment, decree, attachment, garnishment, order, award or other form of levy or injunction has become final or (ii) such period within which such proceedings may be initiated has expired; and

(t)securities pledged as a condition to the issuance or maintenance of a certificate of authority to conduct business of selling, issuing or underwriting insurance or reinsurance of a Subsidiary that is a regulated insurance company.

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“Permitted Refinancing Indebtedness” means any Indebtedness that Refinances then outstanding Indebtedness of the Company or any of the Restricted Subsidiaries permitted to be incurred, including Indebtedness that Refinances Permitted Refinancing Indebtedness; provided that:

(a)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being Refinanced (plus accrued interest and premium (including tender premiums) thereon, any committed or undrawn amounts associated with, original issue discount on, and underwriting discounts, fees, commissions and expenses incurred in connection with, such Refinancing);

(b)such outstanding Indebtedness is Refinanced substantially concurrently with receipt of the proceeds from such Permitted Refinancing Indebtedness;

(c)other than with respect to outstanding Indebtedness being Refinanced that is of the type permitted by clause (d) of the definition of “Permitted Indebtedness”, Indebtedness of a type that does not have a scheduled maturity date, such Permitted Refinancing Indebtedness has a scheduled maturity on or after the maturity date of the outstanding Indebtedness being Refinanced and at least 366 days after the Maturity Date (it being understood that the term “scheduled maturity” as used in this clause does not include a required redemption, repayment, prepayment or repurchase of Indebtedness upon the occurrence of an event of default, the occurrence of a change in control or fundamental change, the occurrence of an asset sale, condemnation or casualty event with respect to Indebtedness relating to a Capital Lease or other specified assets, or in the case of convertible notes, the conversion of such notes to equity as at a specified date);

(d)if the outstanding Indebtedness being Refinanced is contractually subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is contractually subordinated in right of payment to the Notes on terms at least as favorable to the holders of Notes as those contained in the documentation governing the Indebtedness being Refinanced;

(e)no Permitted Refinancing Indebtedness shall have direct or contingent obligors that were not direct or contingent obligors (or that would not have been required to become direct or contingent obligors) in respect of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(f)the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole (as reasonably determined by the Company), than those contained in the agreements governing the Indebtedness being Refinanced; and

(g)if the outstanding Indebtedness being Refinanced is secured Indebtedness, such Permitted Refinancing Indebtedness may only be secured by the same property, assets and rights securing the Indebtedness being Refinanced, with the same ranking and priority of Liens and payments as the Indebtedness being Refinanced.

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“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Company’s Common Equity sold by the Company substantially concurrently with a related Permitted Bond Hedge Transaction.

“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.

“PRMS” means Porch Risk Management Services LLC, a Texas limited liability company whose sole member (as of the Issue Date) is HOAHC.

“Put Repurchase Date” shall have the meaning specified in ‎Section 15.01(c).

“Put Repurchase Price” shall have the meaning specified in ‎‎Section 15.01(c).

“Qualified Equity Interest” means any equity security of the Company other than Disqualified Equity Interests.

“Reciprocal Exchange Transaction” means one or a series of transactions occurring on or after the Issue Date (or, in the case of clause (a), which occurred prior to the Issue Date), whereby, whether alone or in any combination, (a) PRMS, applies to the TDI to form and license a reciprocal insurance exchange under the laws of the State of Texas (the “Reciprocal Exchange”), (b) subject to the approval of TDI, the Reciprocal Exchange is formed and licensed, and will be owned by its policyholder-subscribers and managed by PRMS as its attorney-in-fact, (c) subject to the approval of TDI, HOAHC transfers all or part of the equity interests it holds in HOAIC, to the Reciprocal Exchange, and the Reciprocal Exchange will become the owner of HOAIC in consideration for an agreed purchase price that is fair value (as determined by the Board of Directors), (d) the Reciprocal Exchange issues to HOAHC or another Subsidiary Guarantor one or more surplus notes (collectively, the “Surplus Notes”) in part as payment constituting the purchase price and otherwise to capitalize the Reciprocal Exchange, (e) PRMS is appointed as attorney-in-fact for the Reciprocal Exchange and, in such capacity, performs underwriting, claims and management services for the Reciprocal Exchange and receives a management fee in return for such services, (f) Homeowners of America MGA, Inc. and Elite Insurance Group, Inc. or other Subsidiaries of the Company (and their respective successors and assigns) act as general agents for the Reciprocal Exchange and HOAIC and, in such capacity, receive fees and commissions, (g) Porticus Reinsurance Ltd. or other Subsidiary of the Company (and its respective successors and assigns) acts as reinsurer for certain combined risks of the Reciprocal Exchange and HOAIC, (h)

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the licensing or sublicensing of intellectual property between or among the Company and/or any of its Restricted Subsidiaries, on the one hand, and the Reciprocal Exchange, PRMS, HOAIC, Porticus Reinsurance Ltd. or any other regulated Subsidiary, on the other hand, in connection with the operation of the Reciprocal Exchange, (i) the entry by the Company and its Subsidiaries into any agreements, documents, or instruments necessary or advisable to effectuate the foregoing, and any and all amendments, supplements or other modifications thereto, and the filing by or on behalf of the Company and/or its Subsidiaries of any filings necessary or advisable to effectuate any of the foregoing, and (j) the payment of all fees, expenses and other amounts in connection with each of the foregoing.  Notwithstanding anything to the contrary contained herein, (x) following the consummation of the Reciprocal Exchange Transaction, none of PRMS, the Reciprocal Exchange or HOAIC will constitute a “Subsidiary” of the Company for purposes of this Indenture, and (y) none of PRMS, the Reciprocal Exchange or HOAIC will be required to become a Subsidiary Guarantor or Grantor (as defined in the Security Agreement) (or similar term under any other Related Collateral Document).

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute, by contract or otherwise).

“Redemption Date” shall have the meaning specified in ‎Section 16.02(a).

“Redemption Notice” shall have the meaning specified in ‎Section 16.02(a).

“Redemption Price” means, for any Notes to be redeemed pursuant to ‎Section 16.01, the Applicable Percentage of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued to the Interest Payment Date will be paid to Holders of record of such Notes as of the close of business on such Regular Record Date, and the Redemption Price will be equal to the Applicable Percentage of the principal amount of such Notes).

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

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness.  The terms “Refinanced” and “Refinancing” shall have correlative meanings.

“Regular Record Date,” with respect to any Interest Payment Date, means the March 15 and September 15 (whether or not such day is a Business Day) immediately preceding the applicable April 1 or October 1 Interest Payment Date, respectively.

“Regulated Insurance Entity” means any entity engaged in the business of insurance and subject to registration, licensing, regulation and/or supervision by an Insurance Regulatory

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Authority and includes, without limitation, HOAIC, PRMS, the Reciprocal Exchange, Homeowners of America MGA, Inc. and Elite Insurance Group, Inc.

“Related Collateral Documents” means, collectively, the Security Agreement and all other security agreements, pledge agreements, collateral assignments, patent, copyright and trademark security agreements, and other grants or transfers for security executed and delivered by the Company or any Subsidiary Guarantor creating (or purporting to create) or perfecting a Lien upon Collateral in favor of the Collateral Agent, and all amendments, restatements, modifications or supplements thereof or thereto, by or among the Company, any Subsidiary Guarantor, and the Collateral Agent.

“Repurchase Date” means the Installment Repurchase Date or the Put Repurchase Date, as applicable.

“Repurchase Expiration Time” shall have the meaning specified in Section 15.01(d).

“Repurchase Notice” shall have the meaning specified in ‎Section 15.01(d).

“Repurchase Price” means the Installment Repurchase Price or the Put Repurchase Price, as applicable.

“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 Investment” shall have the meaning specified in Section 4.12(a)(iv).

“Restricted Payments” shall have the meaning specified in Section 4.12(a).

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

“Restricted Subsidiary” means (i) any Subsidiary Guarantor and (ii) any other Subsidiary of the Company that is not an Unrestricted Subsidiary.

“Retirement Threshold”  shall have the meaning specified in ‎‎Section 15.01(c).

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

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

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading.  If the Common Stock is not so listed or admitted for trading, “Scheduled Trading Day” means a Business Day.

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“Secured Obligations” has the meaning set forth in the Security Agreement.

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

“Security Agreement” means the Security and Pledge Agreement, dated as of the date hereof, by and among the Company, the grantors from time to time party thereto, and the Collateral Agent, as amended, extended, supplemented or modified from time to time.

“Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Debt outstanding on the last day of such Test Period to (b) Consolidated EBITDA for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with Section 1.04.

“Settlement Amount” has the meaning specified in ‎Section 14.02(a)(iv).

“Settlement Method” means, with respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to have been elected) by the Company.

“Settlement Notice” has the meaning specified in ‎Section 14.02(a)(iii).

“Significant Subsidiary” means a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act.

“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 related to any converted Notes.

“Specified Fundamental Change” means a Fundamental Change that constitutes a Merger Event for which the underlying Reference Property consists solely of cash in U.S. dollars, and pursuant to which, immediately after such Fundamental Change, the Notes become convertible into consideration that consists solely of U.S. dollars in accordance with Section 14.07.

“Specified Transaction” means (a) any designation of operations or assets of the Company or any of its Restricted Subsidiaries as discontinued operations (as defined under GAAP), (b) any Investment that results in a Person becoming a Restricted Subsidiary, (c) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, (d) any acquisition permitted hereunder, (f) any disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Company or any Asset Sale of a business unit, line of business, book of business or division of the Company or any of its Restricted Subsidiaries, in each case whether by merger, consolidation, amalgamation or otherwise or (g) any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes), Restricted Payment or issuance of Additional Notes, in each case, that by the terms of this Indenture requires a financial ratio or test to be calculated on a “pro forma basis” or after giving “pro forma effect.”

“Spin-Off” shall have the meaning specified in ‎Section 14.04(c).

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“Subscription Agreement” means, collectively, (i) the Subscription Agreements dated as of April 17, 2023, each between the Company and the Subscriber defined therein, and (ii) each other Subscription Agreement relating to the purchase of Additional Notes that may be entered into from time to time between the Company and the Subscriber defined therein.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50.00% 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.  Unless the context otherwise requires, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Subsidiary Guarantor” means, collectively, each Subsidiary that is not an Excluded Subsidiary that executes this Indenture as a guarantor on the Issue Date and each other Subsidiary that is not an Excluded Subsidiary that incurs a Note Guarantee; provided that upon the release or discharge of such Person from its Note Guarantee in accordance with the terms of this Indenture, such Subsidiary automatically ceases to be a Subsidiary Guarantor.

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

“Surviving Guarantor” shall have the meaning specified in Section 11.02(a)(ii)(1).

“TDI” means Texas Department of Insurance.

“Test Period” means, at any date of determination, the most recently completed four (4) fiscal quarters of the Company for which financial statements have been filed with the Commission.

“Trading Day” means a day on which (i) trading in the Common Stock (or other security for which a closing sale price must be determined) generally occurs on The Nasdaq Capital Market or, if the Common Stock (or such other security) is not then listed on The Nasdaq Capital 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 Capital Market or, if the Common Stock is not then listed on The Nasdaq Capital 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

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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 the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes from a nationally recognized securities dealer on any determination date, then the Trading Price per $1,000 principal amount of Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate.

“Transactions” means, collectively, the issuance of the Notes on the Issue Date and the application of proceeds from the issuance of the Notes in connection with the repurchase of $200,000,000 of the outstanding Existing Notes and repayment or other retirement of certain other existing Indebtedness set forth as Item 1 on Schedule I and payment of fees and expenses related to the foregoing.

“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.

“UCC” and “Uniform Commercial Code” means the Uniform Commercial Code, as in effect from time to time in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to the Collateral Agent’s Lien on any item or portion of the Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” means the Uniform Commercial Code (or equivalent or similar legislation) as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of interpreting definitions relating to such provisions.

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

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“Unrestricted Subsidiary” means (a) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in accordance with Section 4.17, and (b) any Subsidiary of an Unrestricted Subsidiary.  As of the Issue Date, (i) Porticus Reinsurance Ltd., (ii) PRMS, (iii) the Reciprocal Exchange and (iv) HOAIC are Unrestricted Subsidiaries.

“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 50.00%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100.00%”.

Section 1.02References 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, as the case may be.  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.

Section 1.03Construction; Other Interpretive Provisions.  In this Indenture and in each other Note Document, unless specified herein or in such other Note Document:

(1)The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Note Document shall refer to such Note Document as a whole and not to any particular provision thereof.

(2)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(3)The word “or” is not exclusive unless expressly indicated otherwise, and the word “including” is by way of example and not a limitation.

(4)References in this Indenture to an Exhibit, Schedule, Article, Section, Annex, clause or subclause refer (a) to the appropriate Exhibit or Schedule to, or Article, Section, clause or subclause in this Indenture or (b) to the extent such references are not present in this Indenture, to the Note Document in which such reference appears, in each case as such Exhibit, Schedule, Article, Section, Annex, clause or subclause may be amended or supplemented from time to time.

(5)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(6)The term “merger” includes a statutory share exchange and the term “merged” has a correlative meaning.

(7)With respect to any Default or Event of Default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that the Default or Event

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of Default has occurred and has not yet been cured or waived.  If any Default or Event of Default occurs due to the failure by the Company or any Subsidiary Guarantor to take any action by a specified time, such Default or Event of Default shall be deemed to have been cured at the time, if any, that the Company or Subsidiary Guarantor, as applicable, takes such action.  If any Default or Event of Default occurs that is subsequently cured (a “Cured Default”), any other Default or Event of Default resulting from the making or deemed making of any representation or warranty by the Company or any Subsidiary Guarantor or the taking of any action by the Company or any Subsidiary Guarantors or any Subsidiary of any such Person, in each case which subsequent Default or Event of Default would not have arisen had the Cured Default not occurred, shall be deemed to be cured automatically upon, and simultaneous with, the cure of the Cured Default.  Notwithstanding anything to the contrary in this Section 1.03(7), an Event of Default (the “Initial Default”) may not be cured pursuant to this Section 1.03(7) in the case of an Initial Default for which (i) the Company failed to give notice to the Trustee (or as the context may require the Collateral Agent or the Holders) of such Initial Default as required by this Indenture and (ii) the Company had actual knowledge of such failure to give such notice.

(8)Unless otherwise expressly provided herein, (1) references to organizational documents, agreements (including the Note Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Note Document; and (2) references to any statute or regulation shall include any amendments or supplements of the same and any successor statutes and regulations, together with all rules and regulations promulgated thereunder.

(9)References in the Note Documents to requirements to disclose, permit inspection, examination, making of copies or any discussion of or disclosure to the Trustee, Collateral Agent or Holders shall be limited such that notwithstanding anything else contained herein or in the other Note Documents, neither the Company nor any of its Subsidiaries or their Affiliates shall be required to take any action to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter, or provide information to the Trustee, Collateral Agent or Holders or any of their Affiliates or any other Person any information, document or any other matter that is (i) prohibited by applicable law or regulation to be disclosed; (ii) subject to attorney-client privilege, work product or similar privilege or where the disclosure of which would cause a breach of a confidentiality order or binding non-disclosure agreement with a third party to the extent that such agreement is not made in avoidance of this Indenture; (iii) that constitutes non-financial trade secrets or (iv) where the Company is unable to do so in a manner consistent with the preservation of such privileges or the assets of the Company and their Subsidiaries (including with respect to the Collateral).

(10)Wherever the phrase “to the knowledge of the Company”, “to the knowledge of a Subsidiary Guarantor” or words of similar import relating to the knowledge or the awareness of the Company or any Subsidiary Guarantor are used in this Indenture or any other Note Document, such phrase shall mean and refer to the actual knowledge of the chief executive officer, chief financial officer, global finance controller or global

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accounting office or other financial officer performing similar functions of the Company (or such Subsidiary Guarantor) in the good faith and diligent performance of such officer’s duties.

Section 1.04Accounting Terms; Pro Forma and Other Calculations.

(1)In this Indenture and in each other Note Document, unless otherwise specifically indicated, (a) the term “consolidated” with respect to any Person refers to such Person on a consolidated basis in accordance with GAAP; provided, however, that following the consummation of the Reciprocal Exchange Transaction, “consolidated” with respect to the Company shall exclude all variable interest entities; (b) all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Indenture shall be prepared in conformity with GAAP; (c) any financial ratios required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number); and (d) the amount of unrestricted cash and Cash Equivalents on any date of determination shall refer to the aggregate amount of cash and Cash Equivalents that would not appear as “restricted” on a consolidated balance sheet of the Company in accordance with GAAP (it being understood that for purposes of this determination if there is a change in GAAP after the Issue Date which would adversely change what is considered unrestricted cash and Cash Equivalents, then the Company shall be permitted for purposes of determining the Liquidity Covenant in Section 4.16 to continue to apply GAAP for this purpose as in effect as of the Issue Date). For the avoidance of doubt and notwithstanding the foregoing, the financial statements of the Company filed with the Commission shall be prepared in accordance with generally accepted accounting principles in effect in the United States from time to time.

(2)For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Consolidated EBITDA or Consolidated Interest Expense, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (3) of this Section 1.04) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA, Consolidated Interest Expense and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period.  If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.04, then such financial ratio or test (or Consolidated EBITDA or Consolidated Interest Expense) shall be calculated to give pro forma effect thereto in accordance with this Section 1.04; provided that with respect to any pro forma calculations to be made in connection with any acquisition or investment in respect of which financial statements for the relevant target are not available for the same Test Period for which internal financial statements of the Company are available, the Company shall

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determine such pro forma calculations on the basis of the available financial statements (even if for differing periods) or such other basis as determined on a commercially reasonable basis by the Company.

(3)Whenever pro forma effect is to be given to a Specified Transaction or the implementation of an operational initiative or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company and may include, for the avoidance of doubt, the pro forma adjustments described in the definition of “Consolidated Coverage Ratio”, as well as, the amount of “run-rate” cost savings, operating expense reductions and synergies resulting from or relating to any Specified Transaction which is being given pro forma effect that are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken (in the good faith determination of the Company) (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Company, (B) except as set forth in the definition of “Consolidated EBITDA”, such actions are taken, committed to be taken or with respect to which substantial steps have been taken no later than eighteen (18) months after the date of such Specified Transaction or implementation of an operational initiative or operational change, and (C) no amounts shall be added pursuant to this Section 1.04(3) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period.

(4)Notwithstanding anything to the contrary in this Section 1.04 or in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the disposition thereof has been entered into, at the election of the Company, no pro forma effect shall be given to any discontinued operations (and the Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated.

(5)If at any time any action or transaction meets the criteria of one or more than one of the categories of exceptions, thresholds or baskets set forth in any section in Article 4 or any definition used in any such section, the Company may divide, classify and/or designate such action or transaction (or any portion thereof), and later (on one or more occasions) may re-divide, re-classify and/or re-designate such action or transaction (or any portion thereof), as consummated in reliance on one or more of such exceptions, thresholds and baskets in such section as the Company may determine in its sole discretion from time to time, including by re-dividing, re-classifying and/or re- designating any action or transaction originally consummated in reliance on one or more fixed exceptions, thresholds or baskets (“fixed baskets”) as consummated in reliance on any available incurrence-based exception, threshold or basket (“incurrence-based baskets”) available at the time of such re-division, re-classification and/or re-designation (for the avoidance of doubt,

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which determination shall be made without duplication of such applicable action or transaction to be re-divided, re-classified and/or re-designated) and if any ratio or financial test set forth in any applicable incurrence-based basket would be satisfied at any time after consummation of such action or transaction, such re-division, re-classification and/or re- designation shall be deemed to have automatically occurred if not elected by the Company.

ARTICLE 2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01Designation and Amount.  The Notes shall be designated as the “6.75% Senior Secured Convertible Notes due 2028.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $333,334,000, subject to any Additional Notes that may be issued in accordance with ‎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 2.02Form 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 redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the

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direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture.  Payment of principal (including the Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.

Section 2.03Date and Denomination of Notes; Payments of Interest and Defaulted Amounts.

(a)The Notes shall be issuable in registered form without coupons in 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 contiguous United States, which shall initially be the Corporate Trust Office and (y) in the case of any Global Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its nominee.  The Company shall pay, or cause the Paying Agent to pay, interest (i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by such a Holder to the Note Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.

(c)Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per annum at the rate borne by the Notes plus one percent, subject to the enforceability thereof under applicable law, from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below:

(i)The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner.  The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days

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after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided.  Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Company shall promptly notify the Trustee 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 the special record date therefor to be delivered to each Holder not less than 10 days prior to such special record date.  Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so delivered, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause (ii) of this ‎Section 2.03(c).

(ii)The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Section 2.04Execution, Authentication and Delivery of Notes.  The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided, that, as set forth in Section 17.05, the Trustee shall be entitled to receive an Officers’ 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 19.10‎), 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.

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In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the Officers of the Company, although at the date of the execution of this Indenture any such person was not such an Officer.

Section 2.05Exchange 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 shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture.

Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to ‎Section 4.02.  Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding.

All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing.

No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company 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.

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None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with ‎Article 15, or (iii) any Notes selected for redemption in accordance with ‎Article 16, except the unredeemed portion of any Note being redeemed in part.

All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(b)So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the fourth paragraph from the end of ‎Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary.  The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor.

(c)Every Note that bears or is required under this ‎Section 2.05(c) to bear the legend set forth in this ‎Section 2.05(c) (together with any Common Stock issued upon conversion of the Notes that is required to bear the legend set forth in ‎Section 2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this ‎Section 2.05(c) (including the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer.  As used in this ‎Section 2.05(c) and ‎Section 2.05(d), the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

Any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in ‎Section 2.05(d), if applicable) shall bear a legend in substantially the following form (unless (x) such Notes have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, (y) such Notes have been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or (z) otherwise agreed by the Company in writing, with notice thereof to the Trustee):

THIS SECURITY AND THE RELATED NOTE GUARANTEES AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

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

(A)TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

(C)TO A PERSON THAT IT REASONABLY BELIEVES 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 LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.  NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

No transfer of any Note required to bear the legend above will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.

Any Note (or security issued in exchange or substitution therefor) (i) that has been transferred pursuant to a registration statement that has become effective or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or (ii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, shall, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this ‎Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this ‎Section 2.05(c) and shall not be assigned a restricted CUSIP number.  The Company shall be entitled to instruct the Custodian in writing to so surrender any Global Note as to which any of the conditions set forth in clause (i) or (ii) of the immediately preceding sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the restrictive legend specified in this ‎Section 2.05(c) and shall not be assigned a restricted

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CUSIP number.  The Company shall notify the Trustee promptly after a registration statement, if any, with respect to the Notes or any Common Stock issued upon conversion of the Notes has been declared effective under the Securities Act.

Notwithstanding any other provisions of this Indenture (other than the provisions set forth in this ‎Section 2.05(c)), a Global Note may not be transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second immediately succeeding paragraph.

The Depositary shall be a clearing agency registered under the Exchange Act.  The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note.  Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co.

If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of any Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate, Opinion of Counsel and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the 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.  Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered.

At such time as all interests in a Global Note have been converted, canceled, repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian.  At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased, redeemed or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing

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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 aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

(d)Any stock certificate representing Common Stock issued upon conversion of a Note shall bear a legend in substantially the following form (unless (w) such Common Stock has been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, (x) such Common Stock has been transferred pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, (y) such Common Stock has been issued upon conversion of a Note that has been transferred (I) pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or (II) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or (z) otherwise agreed by the Company with written notice thereof to the Trustee and any transfer agent for the Common Stock):

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

(2)AGREES FOR THE BENEFIT OF PORCH GROUP, INC.  (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT:

(A)TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

(B)PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

(C)TO A PERSON THAT IT REASONABLY BELIEVES 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

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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 LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.  NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Any such Common Stock (i) that has been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or (ii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, shall, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this ‎Section 2.05(d).

(e)Any Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the Company (or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) may not be resold by such Affiliate (or such Person, as the case may be) unless 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).  The Company shall cause any Note that is repurchased or owned by it to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08.

(f)The Trustee shall not have any 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.

(g)Neither the Trustee nor any agent of the Trustee shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Section 2.06Mutilated, 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

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and deliver, a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen.  In every case the applicant for a substituted Note shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless from any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

The Trustee or such authenticating agent may authenticate any such substituted Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require.  No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen.  In case any Note that has matured or is about to mature or has been surrendered for required repurchase or is about to be converted in accordance with ‎Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence of their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

Every substitute Note issued pursuant to the provisions of this ‎Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder.  To the extent permitted by law, all Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement, payment, redemption, conversion or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement, payment, redemption, conversion or repurchase of negotiable instruments or other securities without their surrender.

Section 2.07Temporary 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

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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 2.08Cancellation of Notes Paid, Converted, Etc.  The Company shall cause all Notes surrendered for the purpose of payment, repurchase, redemption, registration of transfer or exchange or conversion, if surrendered to any Person other than the Trustee (including any of the Company’s agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for cancellation.  All Notes delivered to the Trustee shall be canceled promptly by it.  Except for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation.  The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver a certificate of such disposition to the Company, at the Company’s written request in a Company Order.

Section 2.09CUSIP 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 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 2.10Additional Notes; Repurchases.

(a)The Company may, with the written consent of the Holders of at least 66 2/3% aggregate principal amount of the Notes then outstanding and notwithstanding ‎Section 2.01, reopen this Indenture and issue Additional Notes hereunder with the same terms as the Original Notes (other than differences in the issue date, the issue price and interest accrued prior to the issue date of such Additional Notes) in an aggregate principal amount not to exceed $40,000,000; provided that if any such Additional Notes are not fungible with the Original Notes for U.S. federal income tax purposes, such Additional Notes shall have a separate CUSIP number.  Prior to the issuance of any such Additional Notes, the Company shall deliver to the Trustee an Officers’ Certificate and Opinion of Counsel, such Officers’ Certificate to cover (a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture, (b) the issue price, the issue date and the CUSIP number of such Additional Notes and (c) such matters, in addition to those required by Section 19.05, as the Trustee shall reasonably request.

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(b)The Original Notes and the Additional Notes shall be considered collectively as a single class for all purposes of this Indenture.  Holders of the Original Notes and the Additional Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Original Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

(c)The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives.  The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with ‎Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.

ARTICLE 3

SATISFACTION AND DISCHARGE

Section 3.01Satisfaction and Discharge.  This Indenture shall upon request of the Company contained in an Officers’ Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a)(i) all Notes theretofore authenticated and delivered (other than Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in ‎Section 2.06) have been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Redemption Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or cash, shares of Common Stock or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and payable under this Indenture by the Company; and (b) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.  Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under ‎Section 7.06 shall survive.

ARTICLE 4

PARTICULAR COVENANTS OF THE COMPANY

Section 4.01Payment of Principal and Interest.  The Company covenants and agrees that it will cause to be paid the principal (including the Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.

Section 4.02Maintenance of Office or Agency.  The Company will maintain in the contiguous United States, an office or agency where the Notes may be surrendered for registration

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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 contiguous United States.

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 contiguous United States, for such purposes.  The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.  The terms “Paying Agent” and “Conversion Agent” include any such additional or other offices or agencies, as applicable.

The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office or agency in the contiguous United States, where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase or for conversion and where notices and demands 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 on the Company.

Section 4.03Appointments 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 4.04Provisions as to Paying Agent.

(a)If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this ‎Section 4.04:

(i)that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes in trust for the benefit of the Holders of the Notes;

(ii)that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including the Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes when the same shall be due and payable; and

(iii)that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust.

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The Company shall, on or before each due date of the principal (including the Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and the Fundamental Change Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date.

(b)If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same shall become due and payable.

(c)Anything in this ‎Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this ‎Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts.  Upon the occurrence of any event specified in Section 6.01(i) or (j), the Trustee shall automatically become the Paying Agent.

(d)Subject to applicable abandoned property 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 Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust, and the Trustee shall have no further liability to such funds; 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.

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Section 4.05Existence.  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; provided that nothing in this Section 4.05 shall be construed as requiring the Company to maintain its corporate existence in any particular form, such as a corporation, partnership, limited liability company or similar entity.

Section 4.06Rule 144A Information Requirement and Annual Reports.

(a)At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act 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 documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission, and giving effect to any grace period provided by Rule 12b-25 under the Exchange Act).  Any such document or report that the Company files with the Commission via the Commission’s EDGAR system shall be deemed to be filed with the Trustee for purposes of this ‎Section 4.06(b) at the time such documents are filed via the EDGAR system, it being understood that the Trustee shall not be responsible for determining whether such filings have been made.

(c)Delivery of the reports and documents described in subsection ‎(b) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ 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), 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 as described above 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

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

(e)[Intentionally Omitted]

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

(g)The Additional Interest that is payable in accordance with Section 4.06(d) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to ‎Section 6.03; provided that in no event shall Additional Interest payable pursuant to Section 4.06(d) as a result of the Company’s failure to file any document or report 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 and other than Current Reports on Form 8-K), 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 Officers’ Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable.  Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable.  If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Section 4.07Stay, 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 4.08Compliance 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, 2023) an Officers’ Certificate stating whether the

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signers thereof have knowledge of any Default that occurred during the previous years and, if so, specifying each such failure and the nature thereof.

In addition, the Company shall deliver to the Trustee within 30 days after the occurrence of any Event of Default or Default, an Officers’ 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.

Section 4.09Further Instruments and Acts.  Upon request of the Trustee, Paying Agent or Conversion Agent, the Company will execute and deliver such further instruments and do such further acts, at its sole expense, as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

Section 4.10Limitation on Incurrence of Additional Indebtedness.

(a)The Company shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, enter into a Guarantee of or otherwise become liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness, and the Company shall not issue any Disqualified Equity Interests, and shall not permit any of its Restricted Subsidiaries to issue any preferred stock or preferred interests.  Notwithstanding anything to the contrary herein, the foregoing covenant will not prohibit the Company or its Restricted Subsidiaries from incurring Permitted Indebtedness.

(b)The accrual of interest, the accrual of dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, the reclassification of operating leases as Capital Leases due to a change in accounting principles and the payment of dividends on Disqualified Equity Interests or preferred stock or preferred interests in the form of additional shares of the same class of Disqualified Equity Interests or preferred stock or preferred interests, as applicable, will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.  For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred (or, in the case of revolving Indebtedness, on the date such Indebtedness was first committed); provided that if any such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.  Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any of its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

(c)The amount of any Indebtedness outstanding as of any date will be:

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(i)the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(ii)the amount of Disqualified Equity Interests or preferred stock or preferred interests deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company or its Restricted Subsidiaries may become obligated to pay upon the maturity of (or the liquidation preference if perpetual), or pursuant to any mandatory redemption provisions of, such Disqualified Equity Interests or preferred stock or preferred interests, exclusive of accrued dividends (other than dividends paid-in-kind);

(iii)the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(iv)in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(1)the Fair Market Value of such assets at the date of determination; and

(2)the amount of the Indebtedness of the other Person.

(d)Notwithstanding anything to the contrary herein, the foregoing covenant in this Section 4.10 will cease to apply upon the occurrence of a Fundamental Change described in clause (a) or (b) of the definition thereof or at such time as less than 10.00% of the initial aggregate principal amount of the Notes remain outstanding.

Section 4.11Limitation on Liens.

(a)The Company shall not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien to secure Indebtedness on any property, asset or right now owned or hereafter acquired by the Company or any of its Restricted Subsidiaries, except for Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured.

(b)Notwithstanding anything to the contrary herein, the foregoing covenant in this Section 4.11 will cease to apply upon the occurrence of a Fundamental Change described in clause (a) or (b) of the definition thereof or at such time as less than 10.00% of the initial aggregate principal amount of the Notes remain outstanding.  Any Lien created for the benefit of the Holders pursuant to the foregoing covenant shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the earlier of (x) the termination of such Indebtedness and (y) the termination of the foregoing covenant.

Section 4.12Limitation on Restricted Payments.  (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries, directly or indirectly, to:

(i)declare or pay any dividend or make any other payment or distribution on or in respect of the Company or any of its Restricted Subsidiary’s Capital Stock (excluding any such payment in connection with any merger or consolidation

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involving the acquisition by the Company or any of its Subsidiaries of such Person and/or its assets), except dividends or distributions payable solely in Capital Stock (other than Disqualified Equity Interests) or the proceeds thereof of the Company or such Subsidiary and except dividends or distributions payable solely to the Company or any of its Subsidiaries (and, if such Subsidiary is not a Wholly Owned Subsidiary, to its other Capital Stock holders on a pro rata basis with respect to the class of Capital Stock on which such dividend or distribution is made, or on a basis that results in the receipt by the Company or any of its Subsidiaries of dividends or distributions of greater value than it would receive on a pro rata basis);

(ii)purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any of the Company’s Capital Stock;

(iii)make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value the Existing Notes, any other Indebtedness of the Company or any Restricted Subsidiary that is contractually subordinated in right of payment to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Subsidiary Guarantors), constitutes Permitted Junior Indebtedness or is subject to a Permitted Junior Intercreditor Agreement, except any payment of principal at the stated maturity thereof; or

(iv)make any Investment other than a Permitted Investment (a “Restricted Investment”)

(all such payments and other actions set forth in these clauses (i) through (iv) above being collectively referred to as “Restricted Payments”).

(b)Notwithstanding anything to the contrary herein, the foregoing covenant in this Section 4.12 will cease to apply upon the occurrence of a Fundamental Change described in clause (a) or (b) of the definition thereof or at such time as less than 10.00% of the initial aggregate principal amount of the Notes remain outstanding.

(c)Notwithstanding anything to the contrary therein, this covenant will not prohibit:

(i)the purchase, redemption or other acquisition or retirement for value of Equity Interests (x) deemed to occur upon the exercise or conversion of stock options, restricted stock, restricted stock units, warrants, convertible notes or similar rights to acquire Equity Interests to the extent that such Equity Interests represents all or a portion of the exercise, exchange or conversion price of those stock options, restricted stock, restricted stock units, warrants, convertible notes or similar rights, or (y) made in lieu of payment of withholding taxes in connection with the vesting of Equity Interests or any exercise or exchange of stock options, restricted stock, restricted stock units, warrants, convertible notes or similar rights to acquire such Equity Interests;

(ii)the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds from the substantially concurrent contribution to the Company’s

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Common Equity or from the substantially concurrent sale (other than to a Subsidiary of the Company) of, the Company’s Equity Interests (other than Disqualified Equity Interests that is not Permitted Refinancing Indebtedness);

(iii)the repurchase, refinancing, exchange, conversion or extension of any Existing Notes with equity interests, unsecured convertible or exchangeable debt securities or in exchange for, or out of or with the net cash proceeds from the substantially concurrent contribution to the Company’s Common Equity or from the substantially concurrent sale (other than to a Subsidiary of the Company) of, the Company’s Capital Stock (other than Disqualified Equity Interests that is not Permitted Refinancing Indebtedness) or unsecured convertible or exchangeable debt securities of the Company or any Subsidiary Guarantor, in each case, convertible or exchangeable into the Company’s Capital Stock (other than Disqualified Equity Interests); provided that the Existing Notes are repurchased at a price per $1,000 principal amount of Existing Notes not greater than the par value of the Existing Notes or, if the current trading price per $1,000 principal amount of Existing Notes is less than the par value, such current price plus a reasonable premium (as determined in good faith by the Board of Directors), plus, in each case, transfer taxes and fees and expenses associated therewith;

(iv)the payment of cash in lieu of the issuance of fractional shares;

(v)the Company and its Restricted Subsidiaries may repurchase, redeem or otherwise acquire or retire or exchange for value the Existing Notes in an aggregate amount not to exceed an amount equal to: (A) for so long as (x) no Default or Event of Default has occurred and is continuing at the time such Restricted Payment is declared and (y) no Event of Default has occurred and is continuing at the time of such Restricted Payment, $25,000,000 per annum (with unused amounts in any calendar year being carried over to the next succeeding years; provided that the cumulative amount carried forward under this clause (v)(A) shall not exceed $50,000,000 in the aggregate) and $50,000,000 in the aggregate, unless a cure of such Event of Default would result from the payment thereof, plus (B) an unlimited amount if (1) funded with (I) the proceeds of issuances of Qualified Equity Interests (without duplication of any amounts permitted under clause (iii) above), or (II) the proceeds of issuances of Additional Notes that constitute Permitted Indebtedness pursuant to Section 4.10, or (2) for so long as (x) no Default or Event of Default has occurred and is continuing at the time such Restricted Payment is declared and (y) no Event of Default has occurred and is continuing at the time of such Restricted Payment, if the Senior Secured Leverage Ratio of the Company and its Restricted Subsidiaries is less than or equal to 3.00 to 1.00; provided, further, that if the Existing Notes are repurchased for value with cash consideration, the purchase price for such Existing Notes shall be a cash amount not greater than the lesser of (1) the current trading price per $1,000 principal amount of Existing Notes, plus a reasonable premium (as determined in good faith by the Board of Directors), or (2) the par value of the Existing Notes, in each case, plus transfer taxes and fees and expenses associated therewith;

(vi)so long as (x) no Default or Event of Default has occurred and is continuing at the time such Restricted Payment is declared and (y) no Event of Default has occurred and is continuing at the time of such Restricted Payment, unless a cure of such

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Event of Default would result from the payment thereof, the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock in any year may not exceed an amount equal to $2,500,000 and may only be used to offset dilution from the exercise, vesting or conversion of stock options, restricted stock, restricted stock units, or similar rights to acquire Equity Interests of the Company;

(vii)so long as (x) no Default or Event of Default has occurred and is continuing at the time such Restricted Payment is declared and (y) no Event of Default has occurred and is continuing at the time of such Restricted Payment, unless a cure of such Event of Default would result from the payment thereof, other Restricted Payments in an aggregate amount not to exceed in the aggregate since the initial issuance of the Notes, $2,500,000 per year;

(viii)the payment of any dividend or distribution on account of Capital Stock or the consummation of any redemption within 60 days after the date of declaration of the dividend or distribution on account of Capital Stock or giving of a Redemption Notice, as the case may be, if at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the provisions of this Section 4.12;

(ix)the declaration and payment of scheduled, accrued dividends on the fixed dividend payment dates specified to holders of any class or series of Disqualified Equity Interests, or of any preferred stock of a Subsidiary, incurred in accordance with the terms of Section 4.10;

(x)repurchases of the Notes pursuant to Section 2.10;

(xi)the Reciprocal Exchange Transaction;

(xii)Investments in any insurance and regulated subsidiaries and other variable interest entities that are included in the financial statements of the Company in order for such persons to maintain insurance and/or rating qualifications, to meet minimum regulatory capital requirement and/or ratings requirements and/or to comply with applicable law, rule or regulation or as may otherwise be requested or required by a regulator or rating agency or to provide to reinsurance to such other Persons consistent with the Company’s risk management framework;

(xiii)any principal payment on or with respect to, or purchase, redemption, defeasance or other acquisition or retirement for value Indebtedness of the Company or any Subsidiary Guarantor that is contractually subordinated in right of payment to the Notes or to any Note Guarantee, constitutes Permitted Junior Indebtedness or is subject to a Permitted Junior Intercreditor Agreement, in each case, in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of such payment, purchase, redemption, defeasance or other acquisition or retirement for value; provided such payment, purchase, redemption, defeasance or other acquisition or retirement for value is made in exchange for, or out of

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the proceeds of, an incurrence or issuance of Permitted Refinancing Indebtedness permitted under Section 4.10;

(xiv)payments or distributions to dissenting stockholders pursuant to applicable law (including in connection with, or as a result of, exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, that complies with ‎Article 11 hereof;

(xv)the making of regularly scheduled payments of interest required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being understood that: (i) the conversion features into Qualified Equity Interests under Convertible Indebtedness; (ii) the triggering of such conversion and/or settlement thereof solely with Qualified Equity Interests; (iii) any cash payment on account of interest or expenses or fractional shares on such Convertible Indebtedness in respect of such triggering and/or settlement thereof, (iv) the capitalization of fees and interest, and (v) any customary mandatory prepayment provisions required by the terms thereof, shall be permitted under this Section 4.12 to the extent permitted by any applicable Intercreditor Agreement);

(xvi)in the event the Transactions are consummated, any payments made in connection with the Transactions as described in this Indenture; and

(xvii)the making of cash payments in connection with any conversion, redemption or repurchase of the Notes pursuant to the terms of this Indenture.

(d)The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Company or the relevant Subsidiary of the Company, as the case may be, pursuant to the Restricted Payment.  The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined conclusively by the Company acting in good faith.

(e)[Intentionally Omitted].

(f)Notwithstanding anything in this Section 4.12 to the contrary, this Section 4.12 shall not restrict the making of any so-called “AHYDO catch-up payment” with respect to, and required by the terms of, any Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred under this Indenture.

Section 4.13Limitation on Asset Sales.

(a)The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless:

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(i)the Company (or its Restricted Subsidiaries, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Board of Directors, whose determination shall be conclusive (including as to the value of all non-cash consideration), such determination being made as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Capital Stock issued or sold or otherwise disposed of; and

(ii)at least 75.00% of the consideration received in the Asset Sale by the Company or its Restricted Subsidiaries is in the form of cash or Cash Equivalents.  For purposes of this provision, each of the following will be deemed to be cash consideration:

(1)any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms contractually subordinated to the Notes) (1) that are assumed by the transferee of any such assets and for which the Company or such Restricted Subsidiary, as the case may be, has been released or indemnified against further liability or (2) in respect of which neither the Company nor any Restricted Subsidiary following such Asset Sale has any obligation; and

(2)the amount of any securities or notes received by the Company and/or its Restricted Subsidiaries from such transferee that are within 180 days repaid, converted into or sold or otherwise disposed of for cash or Cash Equivalents shall be deemed cash.

(b)If at any time any non-cash consideration received by the Company or its Restricted Subsidiaries in connection with an Asset Sale is repaid, converted into or sold or otherwise disposed of for cash or Cash Equivalents, then the date of such repayment, conversion, sale or other disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant.

(c)Asset Sale Offer.

(i)If the Company and its Restricted Subsidiaries receive Net Cash Proceeds from Asset Sales of more than $2,500,000 in excess of the Asset Sale Threshold (such excess Net Cash Proceeds, the “Excess Proceeds” and such initial event and the closing date of each subsequent Asset Sale thereafter, an “Asset Sale Trigger”), the Company will make an offer (an “Asset Sale Offer”) to all Holders to repurchase Notes for an amount of cash equal to 50.00% of such Excess Proceeds (excluding, for the avoidance of doubt, any Net Cash Proceeds previously applied to the repurchase of any Notes pursuant to any preceding Asset Sale Offer) (the “Asset Sale Offer Consideration Amount”), on the date (the “Asset Sale Offer Repurchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of such Asset Sale Trigger, at a repurchase price per Note equal to 100.00% of the principal amount thereof, plus accrued and unpaid interest, if any, plus any remaining amounts that would be owed to, but excluding, the Maturity Date (the “Asset Sale Offer Repurchase Price”), unless the Asset Sale Offer 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

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unpaid interest (to, but excluding, such Interest Payment Date) to the Holder of record of such Note as of such Regular Record Date, and the Asset Sale Offer Repurchase Price shall be equal to 100.00% of the principal amount of such Note to be repurchased pursuant to this Section 4.13(c), plus any remaining amounts that would be owed to, but excluding, the Maturity Date.

(ii)To the extent that the aggregate Asset Sale Offer Repurchase Price of Notes tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Consideration Amount (such shortfall constituting a “Net Cash Proceeds Deficiency”), the Company may use the Net Cash Proceeds Deficiency, or a portion thereof, for general corporate purposes.

(iii)Repurchases of Notes under this Section 4.13(c) shall be made, at the option of the Holder thereof, upon:

(1)delivery to the Paying Agent by a Holder of a duly completed notice (the “Asset Sale Offer Repurchase Notice”) in the form set forth in Attachment 5 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the applicable procedures of the Depositary 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 Asset Sale Offer Repurchase Date; and

(2)delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Asset Sale Offer Repurchase Notice (together with all necessary endorsements for transfer) at the office of the Paying Agent, or book- entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Asset Sale Offer Repurchase Price therefor;

provided, that, with respect to any Asset Sale Offer, if Holders opt to tender for repurchase pursuant to this Section 4.13(c) Notes, the Asset Sale Offer Repurchase Price of which would in the aggregate exceed the Asset Sale Offer Consideration Amount, then the aggregate principal amount of Notes to be repurchased shall be limited to an aggregate principal amount of Notes for which the Asset Sale Offer Repurchase Price does not exceed the Asset Sale Offer Consideration Amount.  If fewer than all tendered Notes are to be repurchased pursuant to the preceding sentence and (x) the Notes to be repurchased are Global Notes, the Notes to be repurchased shall be selected by the Company in accordance with the applicable procedures of the Depositary, or (y) the Notes to be repurchased are not Global Notes, the Company shall select the Notes or portions thereof of a Global Note or the Notes in certificated form to be repurchased (in principal amounts of $1,000 or multiples thereof) on a pro rata basis (subject to adjustment to maintain the authorized denominations of the Notes).  If any Note selected for partial repurchase is submitted for conversion in part after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for repurchase.

The Asset Sale Offer Repurchase Notice in respect of any Notes to be repurchased shall state:

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(A)in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;

(B)the portion of the principal amount of Notes to be repurchased, which must be in minimum denominations of $1,000 or an integral multiple thereof; and

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

provided, however, that if the Notes are Global Notes, the Asset Sale Offer Repurchase Notice must comply with the applicable procedures of the Depositary.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Asset Sale Offer Repurchase Notice contemplated by this Section 4.13(c) shall have the right to withdraw, in whole or in part, such Asset Sale Offer Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Asset Sale Offer Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 4.13(c)(vi).

The Paying Agent shall promptly notify the Company of the receipt by it of any Asset Sale Offer Repurchase Notice or written notice of withdrawal thereof.

(iv)On or before the 20th Business Day after the occurrence of the effective date of an Asset Sale Trigger, the Company shall provide to all Holders of Notes, the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (in the case of a paying agent other than the Trustee) a written notice (the “Asset Sale Offer Company Notice”) of the occurrence of the effective date of the Asset Sale Trigger and of the repurchase right at the option of the Holders arising as a result thereof.  In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary.  Each Asset Sale Offer Company Notice shall specify:

(1)a brief description of the Asset Sale Trigger;

(2)the effective date of the Asset Sale Trigger;

(3)the last date on which a Holder may exercise the repurchase right pursuant to this Section 4.13(c);

(4)the Asset Sale Offer Consideration Amount;

(5)the Asset Sale Offer Repurchase Price;

(6)the Asset Sale Offer Repurchase Date;

(7)the name and address of the Paying Agent and the Conversion Agent, if applicable;

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(8)if applicable, the Conversion Rate and any adjustments to the Conversion Rate;

(9)that the Notes with respect to which an Asset Sale Offer Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Asset Sale Offer Repurchase Notice in accordance with the terms of this Indenture; and

(10)the procedures that Holders must follow to require the Company to repurchase their Notes.

No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 4.13(c).  Simultaneously with providing such notice, the Company will publish such information on its website or through such other public medium as the Company may use at that time.

At the Company’s written request, given at least five days prior to the date the Asset Sale Offer Company Notice is to be sent, 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 Asset Sale Offer Company Notice shall be prepared by the Company.

(v)Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders in connection with an Asset Sale Offer 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 Asset Sale Offer 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 Asset Sale Offer 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 Asset Sale Offer Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

(vi)For purposes of this Section 4.13(c), the Paying Agent may be any agent, depositary, tender agent, Paying Agent or other agent appointed by the Company to accomplish the purposes set forth herein.

(vii)An Asset Sale Offer Repurchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with this Section 4.13(c)(vii) at any time prior to the close of business on the Business Day immediately preceding the Asset Sale Offer Repurchase Date, specifying:

(1)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,

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(2)if Physical Notes have been issued, the certificate number of the Note in respect of which such notice of withdrawal is being submitted, and

(3)the principal amount, if any, of such Note that remains subject to the original Asset Sale Offer Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000;

provided, however, that if the Notes are Global Notes, the notice of withdrawal must comply with appropriate procedures of the Depositary.

(viii)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 Asset Sale Offer Repurchase Date (subject to extension in order to allow the Company to comply with applicable law) an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Asset Sale Offer 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 Asset Sale Offer Repurchase Date) will be made on the later of (i) the Asset Sale Offer Repurchase Date (provided the Holder has satisfied the conditions of this Section 4.13(c)) 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 this Section 4.13(c) 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 amount necessary to repurchase all of the Notes to be repurchased at the appropriate Asset Sale Offer Repurchase Price.

(ix)If by 11:00 a.m. New York City time, on the Asset Sale Offer Repurchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Asset Sale Offer Repurchase Date, or, if extended in order to allow the Company to comply with applicable law, such later date, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn in accordance with the provisions of this Indenture and the applicable procedures of the Depositary, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes on the Asset Sale Offer Repurchase Date or, if extended in order to allow the Company to comply with applicable law, such later date (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes with respect to the Notes will terminate on the Asset Sale Offer Repurchase Date or, if extended in order to allow the Company to comply with applicable law, such later date (other than (x) the right to receive the Asset Sale Offer Repurchase Price and (y) to the extent not included in the Asset Sale Offer Repurchase Price, accrued and unpaid interest, if applicable).

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(x)Upon surrender of a Physical Note that is to be repurchased in part pursuant to this Section 4.13(c), the Company shall execute and the Trustee, upon receipt of a Company Order, shall authenticate and deliver to the Holder a new Physical Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Physical Note surrendered.

(xi)In connection with any repurchase offer upon an Asset Sale Trigger pursuant to this Section 4.13(c), the Company will, if required:

(1)comply with the provisions of any tender offer rules under the Exchange Act that may then be applicable;

(2)file a Schedule TO or any other required schedule under the Exchange Act; and

(3)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;

in each case, so as to permit the rights and obligations under this Section 4.13(c) to be exercised in the time and in the manner specified in this Section 4.13(c) subject to postponement in order to allow the Company to comply with applicable law.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to the Company’s obligations to purchase the Notes upon an Asset Sale Trigger, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions of this Indenture by virtue of such conflict.

(d)Notwithstanding anything to the contrary herein, the Net Cash Proceeds from the sale of any Surplus Note to one or more third parties shall not be used by the Company or any of its Restricted Subsidiaries to fund the purchase price for any acquisition of all or substantially all of the assets of any other Person or division or line of business of a Person (whether structured through one or more transactions as an asset acquisition, acquisition of the Equity Interests of any Person, merger or consolidation).

(e)Notwithstanding anything to the contrary herein, the foregoing covenant in this Section 4.13 will cease to apply upon the occurrence of a Fundamental Change described in clause (a) or (b) of the definition thereof or at such time as less than 10.00% of the initial aggregate principal amount of the Notes remain outstanding.

Section 4.14Further Assurances.

(a)Promptly following (and in any event, within the applicable time periods specified by any Related Collateral Document) the Company’s or any Subsidiary Guarantor’s acquisition of any assets or property (other than Excluded Property (as defined in the Security Agreement)) after the Issue Date, which in each case constitutes Collateral (“After-Acquired Collateral”), the Company or such Subsidiary Guarantor shall execute and deliver such security instruments and financing statements as shall be reasonably necessary to vest in the Collateral Agent a first-priority perfected security interest in such After-Acquired Collateral and to have such After-Acquired Collateral added to the Collateral, in each case, to the extent required by and

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subject to the limitations under this Indenture (including the limitations set forth in the definition of “Collateral Requirement”), the Related Collateral Documents and any applicable Intercreditor Agreement, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Collateral to the same extent and with the same force and effect.

(b)The Company shall, and shall cause each Subsidiary Guarantor to, at its own cost and expense, execute any and all further Related Collateral Documents, financing statements, agreements and instruments and take all further action that may be required under applicable law, or that the Collateral Agent may reasonably request (including without limitation, the delivery of Officers’ Certificates and Opinions of Counsel), in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Related Collateral Documents, in each case, subject to the limitations set forth in this Indenture (including the limitations set forth in the definition of “Collateral Requirement”), the Related Collateral Documents and any applicable Intercreditor Agreement.  In addition, from time to time, the Company shall, and shall cause each Subsidiary Guarantor, to reasonably promptly secure the obligations under this Indenture, the Notes, the Note Guarantees and the Related Collateral Documents by pledging or creating, or causing to be pledged or created, perfected first-priority security interests in and Liens on the Collateral, in each case, to the extent required and subject to the limitations under this Indenture (including the limitations set forth in the definition of “Collateral Requirement”), the Related Collateral Documents and any applicable Intercreditor Agreement, subject to no Liens other than Permitted Liens.  Such security interests and Liens will be created under the Related Collateral Documents and other security agreements and other instruments and documents.

Section 4.15Additional Subsidiary Guarantors.

(a)On and after the Issue Date, the Company will cause each of the Company’s Subsidiaries that is not an Excluded Subsidiary to promptly (but in any event within 60 calendar days of (i) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or (ii) the acquisition or formation of a Subsidiary which is not an Excluded Subsidiary):

(i)execute and deliver a supplemental indenture to this Indenture, pursuant to which such Subsidiary will agree to be a Subsidiary Guarantor under this Indenture and be bound by the terms of this Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 18; provided that, if reasonably requested by the Collateral Agent, such Subsidiary Guarantor shall deliver to the Trustee and the Collateral Agent an Opinion of Counsel to the effect that: (A) such Note Guarantee has been duly executed and authorized by such Subsidiary Guarantor; and (B) such Note Guarantee and joinders to any applicable Related Collateral Documents pursuant to Section 4.13(b) constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) and other exceptions; and

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(ii)waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Note Guarantee.

(b)In addition, the Company shall cause each Subsidiary Guarantor to become a party to the applicable Related Collateral Documents and take such actions required thereby to grant to the Collateral Agent, for the benefit of itself, the Trustee and the Holders, a perfected first-priority security interest in any Collateral held by such Subsidiary Guarantor, in each case, to the extent required and subject to the limitations under this Indenture (including the limitations set forth in the definition of “Collateral Requirement”), the Related Collateral Documents and any applicable Intercreditor Agreement and subject to Permitted Liens.

Section 4.16Minimum Liquidity.

(a)The Company and the Subsidiary Guarantors shall maintain Liquidity of at least $25,000,000 as of the last day of each calendar month (the “Liquidity Covenant” and such date, the “Test Date”).

(b)Notwithstanding anything to the contrary herein, in the event that the Company and its Restricted Subsidiaries fail to comply with the requirements of the Liquidity Covenant as of the Test Date, at any time thereafter until the 45th day after such Test Date, the Company shall have the right to issue common Qualified Equity Interests or raise other capital (provided such other capital raises are reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding) for cash or otherwise receive cash contributions to the capital of the Company as cash common Qualified Equity Interests or other permitted capital raises (collectively, the “Cure Right” and such period, the “Cure Period”), and upon the receipt by the Company of the net cash proceeds of such issuance that are not otherwise utilized for any other purpose (the “Cure Amount”) pursuant to the exercise by the Company of such Cure Right such Liquidity Covenant shall be recalculated giving effect to the receipt of such Net Cash Proceeds.  If, after giving effect to the foregoing pro forma adjustment, the Company and the Subsidiary Guarantors shall then be in compliance with the requirements of the Liquidity Covenant, the Company and the Subsidiary Guarantors shall be deemed to have satisfied the requirements of the Liquidity Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Liquidity Covenant that would have occurred shall be deemed cured for all purposes under this Indenture and the other Note Documents. If, on the last day of the Cure Period after giving effect to the Cure Right, the Company and the Subsidiary Guarantors are still not in compliance with the requirements of Section 4.16(a), then the Company shall promptly deliver to the Trustee an Officers’ Certificate notifying the Trustee of such failure to comply.

(c)Notwithstanding anything herein to the contrary, during the term of this Indenture, the Cure Right shall not be exercised more than one time.

(d)Notwithstanding anything to the contrary herein, the foregoing covenant in this Section 4.16 will cease to apply upon the occurrence of a Fundamental Change described in

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clause (a) or (b) of the definition thereof or at such time as less than 10.00% of the initial aggregate principal amount of the Notes remain outstanding.

Section 4.17Designation of Restricted and Unrestricted Subsidiaries.

(a)The Company may at any time after the Issue Date designate (a “Designation”) any Restricted Subsidiary of the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, (ii) no Subsidiary that owns, or which has any Subsidiary which owns, any Qualified Equity Interests or Indebtedness of, or owns or holds any Lien on, any Collateral of, the Company or any Restricted Subsidiary (other than solely any Subsidiary of the Subsidiary to be so designated) may be designated as an Unrestricted Subsidiary, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any Indebtedness other than the Notes, (iv) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation have and do not thereafter incur any Indebtedness pursuant to which the Holders of such Indebtedness has recourse to any of the assets of the Company or any of the Restricted Subsidiaries, (v) either (x) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary has consolidated assets greater than $1,000, then the Company could make a Restricted Payment at the time of such Designation in an amount equal to the Fair Market Value of all outstanding Investments owned by the Company and the Restricted Subsidiaries in such Subsidiary under Section 4.12 and such amount is thereafter treated as an “Investment” for purposes of calculating the amount of Restricted Payments thereunder, and (vi) other than with respect to Subsidiaries to be so designated that are regulated Subsidiaries or variable interest entities, immediately after giving effect to the designation of such Subsidiary, the total consolidated assets of all other Unrestricted Subsidiaries shall not exceed 10.00% of the total consolidated assets of the Company and its Restricted Subsidiaries.  The designation of any Subsidiary as an Unrestricted Subsidiary after the Issue Date shall constitute an Investment by the Company therein at the date of designation in an amount equal to the Fair Market Value of the Company’s or its Subsidiary’s (as applicable) investment therein.  The Designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (y) a return on any Investment by the Company or the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

(b)The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect such Revocation:

(i)the Consolidated Coverage Ratio would not be less than immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation;

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(ii)all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and

(iii)no Event of Default has occurred and is continuing after giving effect to such Revocation.

(c)Each Designation and Revocation must be evidenced by promptly delivering to the Trustee an Officers’ Certificate certifying compliance with the preceding provisions.  A Revocation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary.

ARTICLE 5

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01Lists 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 March 15 and September 15 in each year beginning with September 15, 2023, 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 5.02Preservation and Disclosure of Lists.  The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders contained in the most recent list furnished to it as provided in ‎Section 5.01 or maintained by the Trustee in its capacity as Note Registrar, if so acting.  The Trustee may destroy any list furnished to it as provided in ‎Section 5.01 upon receipt of a new list so furnished.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01Events 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 or premium, if any, of any Note when due and payable on the Maturity Date, upon Optional Redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

(c)failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s conversion right;

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(d)failure by the Company to issue an Asset Sale Offer Company Notice in accordance with Section 4.13(c)(iv), issue a Company Notice in accordance with Section 15.01(d), a Fundamental Change Company Notice in accordance with ‎Section 15.02(c), or notice of a specified corporate event in accordance with Section 14.01(b)(ii) or 14.01(b)(iii), in each case, when due;

(e)failure by the Company to comply with its obligations under ‎‎Article 11;

(f)failure by the Company continues for 60 days after a written notice from the Trustee or the Holders of at least 25.00% 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 Restricted Subsidiary of the Company with respect to any Indebtedness for money borrowed in an aggregate amount in excess of $5,000,000, whether such Indebtedness now exists or shall hereafter be created, which default: (i) is caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to any applicable grace periods) provided in such Indebtedness (“payment default”); or (ii) results in the acceleration of such Indebtedness prior to its stated final maturity (the “cross-acceleration provision”);

(h)a failure by the Company or any Restricted subsidiary to pay a final judgment or judgments (but for the avoidance of doubt, not including any settlements) for the payment of money in the aggregate in excess of $35,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance or indemnities) rendered against the Company or any Restricted Subsidiary of the Company, which judgment is not discharged, bonded, paid, waived or stayed within 60 days after (i) the date on which judgment becomes final or the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;

(i)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;

(j)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;

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(k)(i) any Related Collateral Document or any material provision thereof, after delivery thereof pursuant to the terms of this Indenture or the Related Collateral Documents, shall for any reason (other than pursuant to the terms hereof and thereof, including as a result of a transaction not prohibited under this Indenture) cease to be in full force and effect with respect to any material portion of the Collateral, (ii) such security interest in a material portion of the Collateral created, or purported to be created, by the Security Agreement shall for any reason cease to be enforceable and of the same effect and priority purported to be created thereby, except to the extent that any such perfection or priority is not required pursuant to the terms of the definition of “Collateral Requirement” or the Related Collateral Documents or any loss thereof results from the failure of the Collateral Agent to maintain possession of certificates or possessory collateral actually delivered to it representing securities pledged under the Related Collateral Documents, or (iii) the Company or any Subsidiary Guarantor denies or disaffirms its obligations under any such Related Collateral Document, in each case, except for a failure that would not be material to the Holders of the Notes and would not materially and adversely affect the value of the Collateral taken as a whole; or

(l)except as permitted by this Indenture, the Note Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary ceases to be in full force and effect (except as contemplated pursuant to the Related Collateral Documents or Article 18 of this Indenture) or is declared null and void in a judicial proceeding and such default continues for 20 days after notice as provided below, or any Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms in writing its obligations under this Indenture or its Note Guarantee.

Notwithstanding the foregoing, a Default under clauses (f), (k) or (l) of this Section 6.01 is not an Event of Default until the Trustee notifies the Company of such default or the Holders of not less than 25.00% of the aggregate principal amount of the notes then outstanding notify the Company and the Trustee of the Default, and the Company does not cure such Default within the time specified after receipt of such notice; provided that a notice of Default may not be given with respect to any action taken and reported publicly or to holders more than two (2) years prior to such notice of Default.  Such notice must specify the Default, demand that it be remedied and state that such notice is a notice of Default.

Section 6.02Acceleration; Rescission and Annulment.  If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in ‎Section 6.01(i) or ‎Section 6.01(j) with respect to the Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of not less than 25.00% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company (and to the Trustee if given by Holders), may (and the Trustee, at the written request of such Holders, shall) declare 100.00% of the principal of, premium, if any, of and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding.  If an Event of Default specified in ‎Section 6.01(i) or ‎Section 6.01(j) with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, 100.00% of the principal of, and

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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 or interest of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable law, and on such principal at the rate borne by the Notes at such time, plus one percent) and amounts due to the Trustee and Collateral Agent pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default 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 and amounts due to the Trustee or the Collateral Agent pursuant to Section 7.06 have been paid, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon.  Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Redemption Price, the Repurchase Price, the Asset Sale Offer Repurchase Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes.

Section 6.03Additional 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 0.50% per annum of the principal amount of the Notes outstanding for each day following the occurrence of such an Event of Default during which such Event of Default is continuing.  Subject to the second immediately succeeding paragraph, 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 be payable in the same manner and on the same dates as the stated interest payable on the Notes.  On the 366^th day after such Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior to such 366^th day), the Notes shall be immediately subject to acceleration as provided in ‎Section 6.02.  The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default other than the Company’s failure to comply with its obligations as set forth

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in ‎‎Section 4.06(b).  In the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this ‎Section 6.03 or the Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in ‎Section 6.02.

In order to elect to pay Additional Interest as the sole remedy during the first 365 days after the occurrence of any Event of Default described in the immediately preceding paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 365-day period.  Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in ‎Section 6.02.

In 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 document or report 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 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 6.04Payments of Notes on Default; Suit Therefor.  If an Event of Default described in clause ‎(a) or ‎(b) of ‎Section 6.01 shall have occurred, the Company shall, following the 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, plus one percent.  If the Company shall fail to pay such amounts forthwith promptly following 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 Collateral of the Company or the Subsidiary Guarantors upon the Notes, wherever situated.

In the event there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this ‎Section 6.04, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents and to take such other actions as it may deem necessary or advisable in order to have the claims of the Trustee and Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements

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and advances of the Trustee, the Collateral Agent, their 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 and Collateral Agent 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 and Collateral Agent any amount due it for reasonable compensation, expenses, advances and disbursements, including agents and counsel fees, and including any other amounts due to the Trustee and Collateral Agent 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 will be deemed to authorize the Trustee to authorize or consent to, or to accept or to adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting any of the Note Obligations or the rights of any Holder, 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, the Collateral Agent, their agents and counsel, be for the ratable benefit of the Holders of the Notes.

In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any such proceedings.

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant to ‎Section 6.09 or any rescission and annulment pursuant to ‎Section 6.02 or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Holders, the Trustee and the Collateral Agent 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, the Trustee and the Collateral Agent shall continue as though no such proceeding had been instituted.

Section 6.05Application of Monies Collected by Trustee.  Any monies collected by the Trustee pursuant to this ‎Article 6 with respect to the Notes shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies, upon presentation of

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the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid: