Exhibit
4.8


 


FORM
OF


 


AST
SPACEMOBILE, INC.,


 


as
Issuer,


 


and


 


[●],


 


as
Trustee


 


Subordinated
Debt Indenture


 


Dated
as of


 


[                ], 20[●]


 




    	 



    	 



    

 


Certain
Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939:


 


	Trust
    Indenture Act Section	 	Indenture
    Section
	 	 	 
	Section
    310	(a)(1)	 	609
	 	(a)(2)	 	609
	 	(a)(3)	 	Not
    Applicable
	 	(a)(4)	 	Not
    Applicable
	 	(b)	 	608
	 	 	 	610
	Section
    311	(a)	 	613
	 	(b)	 	613
	Section
    312	(a)	 	701
	 	 	 	702
	 	(b)	 	702
	 	(c)	 	702
	Section
    313	(a)	 	703
	 	(b)	 	703
	 	(c)	 	703
	 	(d)	 	703
	Section
    314	(a)	 	704
	 	(a)(4)	 	101
	 	 	 	1004
	 	(b)	 	Not
    Applicable
	 	(c)(1)	 	102
	 	(c)(2)	 	102
	 	(c)(3)	 	Not
    Applicable
	 	(d)	 	Not
    Applicable
	 	(e)	 	102
	Section
    315	(a)	 	601
	 	(b)	 	602
	 	(c)	 	601
	 	(d)	 	601
	 	(e)	 	514
	Section
    316	(a)	 	101
	 	(a)(1)(A)	 	502
	 	 	 	512
	 	(a)(1)(B)	 	513
	 	(a)(2)	 	Not
    Applicable
	 	(b)	 	508
	 	(c)	 	104
	Section
    317	(a)(1)	 	503
	 	(a)(2)	 	504
	 	(b)	 	1003
	Section
    318	(a)	 	107

 


NOTE:
This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.


 




    	 



    	 



    

 


TABLE
OF CONTENTS



 


	 	Page
	 	 
	PARTIES	1
	RECITALS	1
	 	 
	ARTICLE
    One	 
	 	 
	DEFINITIONS
    AND OTHER PROVISIONS OF GENERAL APPLICATION	 
	 	 
	SECTION
    101. Definitions.	1
	 	 
	Act	2
	Additional
    Amounts	2
	Affiliate	2
	Applicable
    Procedures	2
	Authenticating
    Agent	2
	Board
    of Directors	2
	Board
    Resolution	3
	Business
    Day	3
	Commission	3
	Common
    Shares	3
	Company	3
	Company
    Request	3
	Company
    Order	3
	Corporate
    Trust Office	3
	Corporation	3
	Covenant
    Defeasance	3
	Defaulted
    Interest	3
	Defeasance	3
	Depositary	4
	Event
    of Default	4
	Exchange
    Act	4
	Expiration
    Date	4
	Global
    Security	4
	Holder	4
	Indenture	4
	Interest	4
	Interest
    Payment Date	4
	Investment
    Company Act	4
	Maturity	4
	Notice
    of Default	5
	Officer	5


 




    	 



    	 



    

 


TABLE
OF CONTENTS


(continued)


	 	Page
	 	 
	Officers’
    Certificate	5
	Opinion
    of Counsel	5
	Original
    Issue Discount Security	5
	Outstanding	5
	Paying
    Agent	6
	Person	6
	Place
    of Payment	6
	Predecessor
    Security	6
	Redemption
    Date	6
	Redemption
    Price	6
	Regular
    Record Date	7
	Responsible
    Officer	7
	Securities	7
	Securities
    Act	7
	Security
    Register	7
	Security
    Registrar	7
	Senior
    Indebtedness	7
	Special
    Record Date	8
	Stated
    Maturity	8
	Subordinated
    Indebtedness	8
	Subsidiary	8
	Taxes	9
	Trust
    Indenture Act	9
	Trustee	9
	US
    Government Obligation	9
	Vice
    President	9
	 	 
	SECTION
    102. Compliance Certificates and Opinions.	9
	 	 
	SECTION
    103. Form of Documents Delivered to Trustee.	10
	 	 
	SECTION
    104. Acts of Holders; Record Dates.	10
	 	 
	SECTION
    105. Notices, Etc., to Trustee and Company.	13
	 	 
	SECTION
    106. Notice to Holders; Waiver.	13
	 	 
	SECTION
    107. Conflict with Trust Indenture Act.	14
	 	 
	SECTION
    108. Effect of Headings and Table of Contents.	14


 




    	-ii-



    	 



    

 


TABLE
OF CONTENTS


(continued)


	 	Page
	 	 
	SECTION
    109. Successors and Assigns.	14
	 	 
	SECTION
    110. Separability Clause.	14
	 	 
	SECTION
    111. Benefits of Indenture.	14
	 	 
	SECTION
    112. Governing Law; Waiver of Jury Trial	14
	 	 
	SECTION
    113. Legal Holidays.	15
	 	 
	ARTICLE
    Two	 
	 	 
	SECURITY FORMS	 
	 	 
	SECTION
    201. Forms Generally.	15
	 	 
	SECTION
    202. Form of Face of Security.	15
	 	 
	SECTION
    203. Form of Reverse of Security.	18
	 	 
	SECTION
    204. Securities in Global Form.	22
	 	 
	SECTION
    205. Form of Trustee’s Certificate of Authentication.	23
	 	 
	ARTICLE
    Three	 
	 	 
	THE SECURITIES	 
	 	 
	SECTION
    301. Amount Unlimited; Issuable in Series.	23
	 	 
	SECTION
    302. Denominations.	27
	 	 
	SECTION
    303. Execution, Authentication, Delivery and Dating.	27
	 	 
	SECTION
    304. Temporary Securities.	28
	 	 
	SECTION
    305. Registration, Registration of Transfer and Exchange.	29
	 	 
	SECTION
    306. Mutilated, Destroyed, Lost and Stolen Securities.	31



 




    	-iii-



    	 



    

 


TABLE
OF CONTENTS


(continued)


	 	Page
	 	 
	SECTION
    307. Payment of Interest; Interest Rights Preserved.	32
	 	 
	SECTION
    308. Persons Deemed Owners.	33
	 	 
	SECTION
    309. Cancellation.	33
	 	 
	SECTION
    310. Computation of Interest.	34
	 	 
	SECTION
    311. CUSIP Numbers.	34
	 	 
	ARTICLE
    Four	 
	 	 
	SATISFACTION AND DISCHARGE	 
	 	 
	SECTION
    401. Satisfaction and Discharge of Indenture.	34
	 	 
	SECTION
    402. Application of Trust Money.	34
	 	 
	ARTICLE	 
	 	 
	FIVE REMEDIES	 
	 	 
	SECTION
    501. Events of Default.	35
	 	 
	SECTION
    502. Acceleration of Maturity; Rescission and Annulment.	36
	 	 
	SECTION
    503. Collection of Indebtedness and Suits for Enforcement by Trustee.	38
	 	 
	SECTION
    504. Trustee May File Proofs of Claim.	38
	 	 
	SECTION
    505. Trustee May Enforce Claims Without Possession of Securities.	39
	 	 
	SECTION
    506. Application of Money Collected.	39
	 	 
	SECTION
    507. Limitation on Suits.	40
	 	 
	SECTION
    508. Unconditional Right of Holders to Receive Principal, Premium and Interest.	40



 




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TABLE
OF CONTENTS


(continued)


	 	Page
	 	 
	SECTION
    509. Restoration of Rights and Remedies.	41
	 	 
	SECTION
    510. Rights and Remedies Cumulative.	41
	 	 
	SECTION
    511. Delay or Omission Not Waiver.	41
	 	 
	SECTION
    512. Control by Holders.	41
	 	 
	SECTION
    513. Waiver of Past Defaults.	42
	 	 
	SECTION
    514. Undertaking for Costs.	42
	 	 
	SECTION
    515. Waiver of Usury, Stay or Extension Laws.	42
	 	 
	ARTICLE
    Six	 
	 	 
	THE TRUSTEE	 
	 	 
	SECTION
    601. Certain Duties and Responsibilities.	43
	 	 
	SECTION
    602. Notice of Defaults.	44
	 	 
	SECTION
    603. Certain Rights of Trustee.	44
	 	 
	SECTION
    604. Not Responsible for Recitals or Issuance of Securities.	46
	 	 
	SECTION
    605. May Hold Securities.	46
	 	 
	SECTION
    606. Money Held in Trust.	46
	 	 
	SECTION
    607. Compensation and Reimbursement.	46
	 	 
	SECTION
    608. Disqualification; Conflicting Interests.	47
	 	 
	SECTION
    609. Corporate Trustee Required; Eligibility.	47
	 	 
	SECTION
    610. Resignation and Removal; Appointment of Successor.	48
	 	 
	SECTION
    611. Acceptance of Appointment by Successor.	49



 




    	-v-



    	 



    

 


TABLE
OF CONTENTS


(continued)


	 	Page
	 	 
	SECTION
    612. Merger, Conversion, Consolidation or Succession to Business.	51
	 	 
	SECTION
    613. Preferential Collection of Claims Against Company.	51
	 	 
	SECTION
    614. Appointment of Authenticating Agent.	51
	 	 
	ARTICLE
    Seven	 
	 	 
	holders’
    lists and reports by trustee and company	 
	 	 
	SECTION
    701. Company to Furnish Trustee Names and Addresses of Holders.	53
	 	 
	SECTION
    702. Preservation of Information; Communications to Holders.	53
	 	 
	SECTION
    703. Reports by Trustee.	53
	 	 
	SECTION
    704. Reports by Company.	54
	 	 
	ARTICLE
    Eight	 
	 	 
	CONSOLIDATION, AMALGAMATIONS, MERGERS AND SALES	 
	 	 
	SECTION
    801. Company May Consolidate, Etc., Only on Certain Terms.	54
	 	 
	SECTION
    802. Successor Substituted.	55
	 	 
	ARTICLE
    Nine	 
	 	 
	SUPPLEMENTAL INDENTURES	 
	 	 
	SECTION
    901. Supplemental Indentures Without Consent of Holders.	55
	 	 
	SECTION
    902. Supplemental Indentures With Consent of Holders.	57
	 	 
	SECTION
    903. Execution of Supplemental Indentures.	58


 




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TABLE
OF CONTENTS


(continued)


	 	Page
	 	 
	SECTION
    904. Effect of Supplemental Indentures.	58
	 	 
	SECTION
    905. Conformity with Trust Indenture Act.	58
	 	 
	SECTION
    906. Reference in Securities to Supplemental Indentures.	59
	 	 
	ARTICLE
    Ten	 
	 	 
	COVENANTS	 
	 	 
	SECTION
    1001. Payment of Principal, Premium and Interest.	59
	 	 
	SECTION
    1002. Maintenance of Office or Agency by Company.	59
	 	 
	SECTION
    1003. [Reserved]	60
	 	 
	SECTION
    1004. Money for Securities Payments to Be Held in Trust.	60
	 	 
	SECTION
    1005. Statement by Officers as to Default.	61
	 	 
	SECTION
    1006. Existence.	62
	 	 
	SECTION
    1007. Maintenance of Properties.	62
	 	 
	SECTION
    1008. Payment of Taxes and Other Claims.	62
	 	 
	SECTION
    1009. Waiver of Certain Covenants.	62
	 	 
	SECTION
    1010. Additional Amounts.	63
	 	 
	SECTION
    1011. Calculation of Original Issue Discount.	64
	 	 
	ARTICLE
    Eleven	 
	 	 
	REDEMPTION OF SECURITIES	 
	 	 
	SECTION
    1101. Applicability of Article.	64
	 	 
	SECTION
    1102. Election to Redeem; Notice to Trustee.	64



 




    	-vii-



    	 



    

 


TABLE
OF CONTENTS


(continued)


 


	 	Page
	 	 
	SECTION
    1103. Selection by Trustee of Securities to Be Redeemed.	65
	 	 
	SECTION
    1104. Notice of Redemption.	65
	 	 
	SECTION
    1105. Deposit of Redemption Price.	66
	 	 
	SECTION
    1106. Securities Payable on Redemption Date.	66
	 	 
	SECTION
    1107. Securities Redeemed in Part.	67
	 	 
	SECTION
    1108. Securities No Longer Outstanding After Notice to Trustee and Deposit of Money.	67
	 	 
	ARTICLE
    Twelve	 
	 	 
	SINKING FUNDS	 
	 	 
	SECTION
    1201. Applicability of Article.	67
	 	 
	SECTION
    1202. Satisfaction of Sinking Fund Payments with Securities.	68
	 	 
	SECTION
    1203. Redemption of Securities for Sinking Fund.	68
	 	 
	ARTICLE
    Thirteen	 
	 	 
	DEFEASANCE AND COVENANT DEFEASANCE	 
	 	 
	SECTION
    1301. Company’s Option to Effect Defeasance or Covenant Defeasance.	69
	 	 
	SECTION
    1302. Defeasance and Discharge.	69
	 	 
	SECTION
    1303. Covenant Defeasance.	70
	 	 
	SECTION
    1304. Conditions to Defeasance or Covenant Defeasance.	70
	 	 
	SECTION
    1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	72
	 	 
	SECTION
    1306. Reinstatement.	73



 




    	-viii-



    	 



    

 


TABLE
OF CONTENTS


(continued)


 


	 	Page
	 	 
	ARTICLE
    Fourteen	 
	 	 
	Subordination of
    securities	 
	 	 
	SECTION
    1401. Securities Subordinate to Senior Indebtedness.	73
	 	 
	SECTION
    1402. Payment Over Proceeds Upon Dissolution, Etc.	73
	 	 
	SECTION
    1403. Prior Payment to Senior Indebtedness Upon Acceleration of Securities.	74
	 	 
	SECTION
    1404. No Payment When Senior Indebtedness in Default.	75
	 	 
	SECTION
    1405. Payment Permitted If No Default.	75
	 	 
	SECTION
    1406. Subrogation to Rights of Holders of Senior Indebtedness.	76
	 	 
	SECTION
    1407. Provisions Solely to Define Relative Rights.	76
	 	 
	SECTION
    1408. Trustee to Effectuate Subordination.	76
	 	 
	SECTION
    1409. No Waiver of Subordination Provisions.	77
	 	 
	SECTION
    1410. Notice to Trustee.	77
	 	 
	SECTION
    1411. Reliance on Judicial Order or Certificate of Liquidating Agent.	78
	 	 
	SECTION
    1412. Trustee Not Fiduciary for Holders of Senior Indebtedness.	78
	 	 
	SECTION
    1413. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.	79
	 	 
	SECTION
    1414. Article Applicable to Paying Agents.	79
	 	 
	SECTION
    1415. Payment of Proceeds in Certain Cases.	79
	 	 
	SECTION
    1416. All Indenture Provisions Subject to Article Fifteen.	79
	 	 
	ARTICLE
Fifteen
	 
	 	 
	Miscellaneous	 
	 	 
	SECTION
    1501. Counterparts.	79



 




    	-ix-



    	 



    

 


PARTIES


 


SUBORDINATED
DEBT INDENTURE, dated as of [__________], 20[●], between AST SpaceMobile, Inc., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the “Company”), having its principal executive office at 2901 Enterprise Lane, Midland,
TX 79706, and [●], as Trustee (herein called the “Trustee”), having its Corporate Trust Office at [●].


 


RECITALS


 


The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the “Securities”) to be issued in one or more series
as in this Indenture provided.


 


All
things necessary to make this Indenture a valid agreement of the Company in accordance with its terms, have been done.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


For
and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal
and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:


 


ARTICLE
One


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION
101. Definitions.


 


For
all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


(1)
the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 


(2)
all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;


 


(3)
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with
respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United
States of America at the date of such computation;


 




    	 



    	 



    

 


(4)
“or” is not exclusive;


 


(5)
“including” or “include” means including or include without limitation;


 


(6)
unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a
Section, as the case may be, of this Indenture; and


 


(7)
the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision.


 


“Act”,
when used with respect to any Holder, has the meaning specified in Section 104.


 


“Additional
Amounts” means any additional amounts which are required by a Security, under circumstances specified therein, to be paid by the
Company in respect of certain taxes imposed on certain beneficial owners and which are owing to such beneficial owners in order that
they receive the amount they would have received if such taxes had not been imposed.


 


“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 possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling”, “controlled”
and “under common control with” have meanings correlative to the foregoing.


 


“Applicable
Procedures” of a Depositary means, with respect to any matter at any time, the policies and procedures of such Depositary, if any,
that are applicable to such matter at such time.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities
of one or more series.


 


“Board
of Directors” means (i) with respect to a corporation, the board of directors of the corporation or any duly authorized committee
of such board; (ii) with respect to a partnership, the board of directors of the general partner of the partnership or any duly authorized
committee of such board; and (iii) with respect to any other Person, the board or committee of such Person serving a similar function.


 




    	-2-



    	 



    

 


“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 its Board of Directors (or a duly authorized committee thereof), to be in full force and effect on the date of such certification,
and delivered to the Trustee.


 


“Business
Day” means any weekday that is not a day on which banking institutions in New York City and in the place of payment are authorized
or obligated by law or regulation to be closed.


 


“Commission”
means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


 


“Common
Stock” means shares of Class A common stock, par value $0.0001 per share, of the Company.


 


“Company”
means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.


 


“Company
Request” or “Company Order” means a written request or order signed in the name of the Company by the Board of Directors
or an Officer, and delivered to the Trustee.


 


“Corporate
Trust Office” means the principal office of the Trustee in New York, New York at which at any particular time its corporate trust
business shall be administered, which office at the date hereof is located at [●], or any other address that the Trustee may designate
with respect to itself from time to time by notice to the Company and the Holders.


 


“Corporation”
means a corporation, association, company, limited liability company, joint-stock company or business trust.


 


“Covenant
Defeasance” has the meaning specified in Section 1303.


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“Defeasance”
has the meaning specified in Section 1302.


 




    	-3-



    	 



    

 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, any Person
that is designated to act as Depositary for such Securities as contemplated by Section 301.


 


“Event
of Default” has the meaning specified in Section 501.


 


“Exchange
Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.


 


“Expiration
Date” has the meaning specified in Section 104.


 


“Global
Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section
204 (or such legend as may be specified as contemplated by Section 301 for such Securities).


 


“Holder”
means a Person in whose name a Security is registered in the Security Register.


 


“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 301.


 


“Interest”,
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable
after Maturity.


 


“Interest
Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.


 


“Investment
Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


 


“Maturity”,
when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption
or otherwise.


 




    	-4-



    	 



    

 


“Notice
of Default” means a written notice of the kind specified in Section 501(4) or 501(5).


 


“Officer”
means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer,
Chief Operating Officer, Chief Strategic Officer, any Chief Executive Officer of designated operations, the Chief Administrative Officer,
the Controller, any Vice President, the Treasurer, the General Counsel, the Secretary of the Company or the Assistant Secretary of the
Company.


 


“Officer’s
Certificate” means a certificate signed by any Officer or by an Assistant Treasurer or Assistant Secretary of the Company or any
Person designated by an Officer in writing as authorized to execute and deliver such certificate, and delivered to the Trustee. Each
such Officer’s Certificate shall contain the statements required by Section 314(e) of the Trust Indenture Act if applicable.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be counsel for the Company, and in a form reasonably satisfactory to the
Trustee. Each such opinion shall include the statements required by Section 314(e) of the Trust Indenture Act, if applicable.


 


“Original
Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.


 


“Outstanding”,
when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:


 


(1)
Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(2)
Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company acts as its own Paying Agent)
for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


 


(3)
Securities as to which Defeasance has been effected pursuant to Section 1302; and


 




    	-5-



    	 



    

 


(4)
Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations
of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding
Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder
as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the
amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date
pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable,
the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated
by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section
301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined
as provided in such Clause) and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.


 


“Paying
Agent” means any Person (which may include the Company) authorized by the Company to pay the principal of or any premium or interest
on any Securities on behalf of the Company.


 


“Person”
means any individual, firm, corporation, partnership, association, joint venture, tribunal, trust, government or political subdivision
or agency or instrumentality thereof, or any other entity or organization and includes a “person” as used in Section 13(d)(3)
of the Exchange Act.


 


“Place
of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as specified by Section 301.


 



“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.


 


“Redemption
Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.


 


“Redemption
Price”, when used with respect to any Security to be redeemed, means the price (exclusive of any accrued interest) at which it
is to be redeemed pursuant to this Indenture.






 




    	-6-



    	 



    

 





“Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for
that purpose as contemplated by Section 301.


 


“Responsible
Officer”, when used with respect to the Trustee, means any managing director, director, vice president, assistant vice president,
assistant secretary, any assistant treasurer, any trust officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject, in
each case having direct responsibility for the administration of this Indenture.


 


“Securities”
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.


 


“Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 305.


 


“Senior
Indebtedness” means any obligation of the Company to its creditors, whether now outstanding or subsequently incurred, other than
any obligation where, in the instrument creating or evidencing the obligation or pursuant to which the obligation is outstanding, it
is provided that the obligation is not Senior Indebtedness. Senior Indebtedness includes, without limitation:


 


(1)
the principal of (and premium, if any) and interest in respect of indebtedness of the Company for purchased or borrowed money, whether
or not evidenced by securities, notes, debentures, bonds or other similar instruments issued by the Company, including obligations incurred
in connection with the acquisition of property, assets or businesses;


 


(2)
all capital lease obligations of the Company;


 


(3)
all obligations of the Company issued or assumed as the deferred purchase price of property, all conditional sale obligations of the
Company and all obligations of the Company under any conditional sale or title retention agreement, but excluding trade accounts payable
in the ordinary course of business;


 




    	-7-



    	 



    

 


(4)
all obligations of the Company arising from off-balance sheet guarantees and direct credit substitutes, including obligations in respect
of any letters of credit, bankers’ acceptance, security purchase facilities and similar credit transactions;


 


(5)
all obligations of the Company associated with derivative products, including obligations in respect of interest rate swap, cap or other
agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts and other similar
agreements;


 


(6)
all obligations of the type referred to in clauses (1) through (5) of other persons for the payment of which the Company is responsible
or liable as obligor, guarantor or otherwise;


 


(7)
all obligations of the type referred to in clauses (1) through (6) of other persons secured by any lien on any property or asset of the
Company whether or not such obligation is assumed by the Company; and


 


(8)
any deferrals, renewals or extensions of any obligations of the type referred to in clauses (1) through (7).


 


Notwithstanding
the foregoing, Senior Indebtedness does not include:


 


(1)
the Securities;


 


(2)
trade accounts payable arising in the ordinary course of business; and


 


(3)
any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, the Securities.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


 


“Stated
Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.


 


“Subordinated
Indebtedness”, means, with respect to a Person, indebtedness of such Person (whether outstanding on the date of issuance or thereafter
incurred) which is subordinate or junior in right of payment to the Securities pursuant to a written agreement to that effect.


 


“Subsidiary”
means any corporation, limited liability company or other similar type of business entity in which the Company or one or more of its
Subsidiaries together own more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence
of any contingency) to vote in the election of the board of directors or similar governing body of such corporation, limited liability
company or other similar type of business entity, directly or indirectly.


 




    	-8-



    	 



    

 


“Taxes”
has the meaning specified in Section 203.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means,
to the extent required by any 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 instrument 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, and if at any time there is more than one such Person, “Trustee” as used with respect to
the Securities of any series shall mean the Trustee with respect to Securities of that series.


 


“U.S.
Government Obligation” has the meaning specified in Section 1304.


 


“Vice
President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number
or a word or words added before or after the title “vice president”.


 


SECTION
102. Compliance Certificates and Opinions.


 


Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion
shall be given in the form of an Officer’s Certificate, if to be given by an officer of the Company or an Opinion of Counsel, if
to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this
Indenture.


 


Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include,


 


(1)
a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating
thereto;


 


(2)
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(3)
a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)
a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 




    	-9-



    	 



    

 


SECTION
103. Form of Documents Delivered to Trustee.


 


In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect to the
matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers
of the Company stating that the information with respect to such factual matters is in the possession of the Company unless such counsel
knows that the certificate or opinion or representations with respect to such matters are erroneous.


 


Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and form one instrument.


 


SECTION
104. Acts of Holders; Record Dates.


 


Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument
or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company if made
in the manner provided in this Section.


 




    	-10-



    	 



    

 


The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution
or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof, or may be proved in such other manner as shall be deemed
sufficient by the Trustee. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate
or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.


 


The
ownership of Securities shall be proved by the Security Register.


 


Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company, in reliance thereon, whether
or not notation of such action is made upon such Security.


 


The
Company may, in the circumstances permitted by the Trust Indenture Act, set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series;
provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to,
the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled
to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall
be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series
on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee
in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.


 




    	-11-



    	 



    

 


The
Trustee may, in the circumstances permitted by the Trust Indenture Act, set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction
referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount
of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from
setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to
be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.


 


With
respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall
be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities
of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is
not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed
to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to
change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.


 


Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant
to such appointment with regard to all or any part of such principal amount.


 




    	-12-



    	 



    

 


SECTION
105. Notices, Etc., to Trustee and Company.


 


Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,


 


(1)
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, or


 


(2)
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to the Company, addressed to it at the address of its principal office specified
in the first paragraph of this instrument, or at any other address previously furnished in writing to the Trustee by the Company. The
Company or the Trustee by written notice to the others may designate additional or different addresses for subsequent notices or communications.


 


SECTION
106. Notice to Holders; Waiver.


 


Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his or her address as it appears
in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect
in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


In
case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice
by mail as contemplated herein, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


 


Where
this Indenture provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to
the Depositary for such Security (or its designee), pursuant to its Applicable Procedures, not later than the latest date (if any), and
not earlier than the earliest date (if any), prescribed for the giving of such notice.


 




    	-13-



    	 



    

 


SECTION
107. Conflict with Trust Indenture Act.


 


If
any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be
a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture
as so modified or to be excluded, as the case may be.


 


SECTION
108. Effect of Headings and Table of Contents.


 


The
Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


SECTION
109. Successors and Assigns.


 


All
covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. All covenants
and agreements of the Trustee in this instrument shall bind its successors and assigns.


 


SECTION
110. Separability Clause.


 


In
case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION
111. Benefits of Indenture.


 


Nothing
in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


SECTION
112. Governing Law; Waiver of Jury Trial


 


This
Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York. EACH OF THE COMPANY,
THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


 




    	-14-



    	 



    

 


SECTION
113. Legal Holidays.


 


In
any case where any Interest Payment Date, Redemption Date or Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security established
as contemplated by Section 301 and which specifically states that such provision shall apply in lieu of this Section)) payment of interest
or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Maturity;
provided that no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date,
Redemption Date or Maturity, as the case may be to the date of such payment (unless otherwise provided).


 


ARTICLE
Two


 


SECURITY FORMS


 


SECTION
201. Forms Generally.


 


The
Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established
from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indentures supplemental
hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon
as the Company may deem appropriate and as are not inconsistent with the provisions of this instrument, or as may be required to comply
with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the Officers executing
such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication
and delivery of such Securities.


 


The
definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all
as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.


 


SECTION
202. Form of Face of Security.


 


The
Securities shall be in substantially the following form:


 


[Insert
any legend required by the Internal Revenue Code and the regulations thereunder.]


 




    	-15-



    	 



    

 


AST
SpaceMobile, Inc.


[Insert
title of the Securities]


 


	No.
	 	$


 


CUSIP
No.


 


AST
SpaceMobile, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
___________, or registered assigns, the principal sum of Dollars on ______________[if this Security is to bear interest prior to Maturity,
insert – , and to pay interest thereon from the most recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on ________ and ________ in each year, commencing __________ and at the Maturity thereof, at the rate of % per annum,
until the principal hereof is paid or made available for payment, [if applicable, insert – provided that any principal
and premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the extent that
the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available
for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ or __________
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not
punctually paid or duly provided for, on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.]


 




    	-16-



    	 



    

 


[If
the Security is not to bear interest prior to Maturity, insert – The principal of this Security shall not bear interest except
in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal and any overdue premium shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall
be legally enforceable), from the dates such amounts are due until they are paid or made available for payment.]


 


Payment
of the principal of (and premium, if any) and [if applicable, insert – any such] interest on this Security
will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts, against surrender of this
Security in the case of any payment due at the Maturity of the principal hereof (other than any payment of interest that first becomes
payable on a day other than an Interest Payment Date); provided, however, that at the option of the Company payment of
interest may be made (1) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register,
or (2) by wire transfer in immediately available funds at the bank account number maintained within the United States as may be designated
by the Person entitled thereto, as specified in the Securities Register in writing; and provided, further, that if this
Security is a Global Security, payment may be made pursuant to the Applicable Procedures of the Depositary as permitted in the Indenture.


 


Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


Unless
the certificate of authentication hereon has been executed by the Trustee or an authentication agent on its behalf referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 


	 	AST
    SPACEMOBILE, INC.,
	 	as
    the Company
	 	 
	 	By:	              


 




    	-17-



    	 



    

 


SECTION
203. Form of Reverse of Security.


 


This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of __________, (herein called the “Indenture”, which term shall
have the meaning assigned to it in such instrument), between the Company and [●], as Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness
and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof [if applicable, insert – [initially] limited in aggregate principal
amount to $ __________] [, provided that the Company may, without the consent of any Holder, at any time and from time to time
increase the initial principal amount].


 


[[If
applicable, insert – The Company will make all payments of principal of (and premium, if any, on), interest on (whether on
scheduled payment dates or upon acceleration) [if applicable, insert - and the Redemption Price, if any, payable in respect
of] any Securities, free and clear of, and without deduction or withholding for or on account of, any present or future tax, duty,
levy, impost, assessment or governmental charge (including penalties, interest and other liabilities related thereto) (“Taxes”)
imposed or levied by or on behalf of the jurisdiction of organization of such Company or any other jurisdiction in which the Company
is engaged in business, organized, resident for tax purposes or generally subject to tax on a net income basis, or any political subdivision
thereof or taxing authority therein, unless the Company is required to withhold or deduct Taxes by law or by the official interpretation
or administration thereof.


 


To
the extent that any such Taxes are so levied or imposed, the Company will, subject to the exceptions and limitations set forth below,
pay such additional amounts (“Additional Amounts”) to a Holder of the Securities in order that every net payment of the principal
of and interest on the Securities [if applicable, insert - and the Redemption Price, if any,] payable to a beneficial
owner in respect of the Securities (including Additional Amounts), after withholding for or on account of such Taxes imposed upon or
as a result of such payment, will not be less than the amount provided for in the Securities to be then due and payable.


 


Whenever
in this Security or the Indenture there is mentioned, in any context other than the case of Section 502(1) of the Indenture, the payment
of principal (and premium, if any) [if applicable, insert - the Redemption Price, if any,] interest or any other
amount payable under or with respect to the Securities, such mention shall be deemed to include mention of the payment of Additional
Amounts to the extent that, in such context Additional Amounts are, were or would be payable by the Company in respect thereof.]]


 




    	-18-



    	 



    

 


[If
applicable, insert – The Securities of this series are subject to redemption upon not less than 30 days’ nor more than
60 days’ notice by mail, [if applicable, insert – (1) on _____________ in any year commencing with the year
__________ and ending with the year __________ through operation of the sinking fund for this series at a Redemption Price equal to 100%
of the principal amount, and (2)] at any time [if applicable, insert – on or after ________, 20 ____ ],
as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed during the 12-month period beginning _______ of the years indicated,


 


	Year	 	Redemption
    Price	 	Year	 	Redemption
    Price
	 	 	 	 	 	 	 


 


and
thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [(whether through
operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If
applicable, insert – The sinking fund for this series provides for the redemption on _____________ in each year beginning with
the year __________ and ending with the year __________ of [if applicable, insert – not less than $ (“mandatory
sinking fund”) and not more than] $_ aggregate principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable, insert – mandatory] sinking fund
payments may be credited against subsequent [if applicable, insert – mandatory] sinking fund payments otherwise
required to be made [if applicable, insert – , in the inverse order in which they become due].]


 


[If
the Security is subject to redemption of any kind, insert – In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.]


 


The
indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided
and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance
hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder
upon said provisions.


 




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[If
applicable, insert – The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security
or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.]


 


[If
the Security is not an Original Issue Discount Security, insert – If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.]


 


[If
the Security is an Original Issue Discount Security, insert – If an Event of Default with respect to Securities of this series
shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture. Such amount shall be equal to – insert formula for determining the amount. Upon
payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest
(in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in
respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.]


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding
of all series to be affected. The Indenture also contains provisions (i) permitting the Holders of not less than a majority of the aggregate
principal amount of the Securities of all affected series at the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture with respect to such series and (ii) permitting the
Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected under the Indenture,
on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.


 




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As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series,
the Holders of at least 25% of the principal amount of the Securities of all affected series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity
reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities
of all affected series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.


 


No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The
Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiples
of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination,
as requested by the Holder surrendering the same.


 


No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.


 


Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and none of the Company, the Trustee and any such agent shall be affected by notice to the contrary.


 




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[If
applicable, insert – This Security is a Global Security and is subject to the provisions of the Indenture relating to Global
Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities.]


 


[If
applicable, insert – Interest on the principal balance of this Security shall be calculated on the basis of a [365-
or 366-day year, as appropriate, for the actual number of days elapsed] [360-day year of twelve 30-day months.]]


 


THIS
SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


SECTION
204. Securities in Global Form.


 


If
any Security of a series is issuable in global form, such Global Security may provide that it shall represent the aggregate amount of
Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee and in such manner as shall be
specified in such Global Security.


 


Global
Securities may be issued in either temporary or permanent form. Permanent Global Securities will be issued in definitive form.


 


Unless
otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:


 


THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 




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SECTION
205. Form of Trustee’s Certificate of Authentication.


 


The
Trustee’s certificates of authentication shall be in substantially the following form:


 


This
is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.


 


Dated:


 


	 	[●],
	 	As
    Trustee
	 	By:	[_________________________________________]
	 	 	Authorized
    Signatory


 


ARTICLE
Three


 


THE SECURITIES


 


SECTION
301. Amount Unlimited; Issuable in Series.


 


The
aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.


 


The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section
303, set forth, or determined in the manner provided, in an Officer’s Certificate or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,


 


(1)
the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);


 


(2)
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed
never to have been authenticated and delivered hereunder);


 


(3)
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 




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(4)
the date or dates on which the principal and any premium of any Securities of the series is payable or the method of determination thereof;


 


(5)
the rate or rates (which may be fixed or variable), or the method of determination thereof, at which any Securities of the series shall
bear interest, if any, including the rate of interest applicable on overdue payments of principal or interest, if different from the
rate of interest stated in the title of the Security, the date or dates from which any such interest shall accrue, or the method of determination
thereof, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date, if any, for any such interest
payable on any Interest Payment Date and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve
30 day months;


 


(6)
the place or places where the principal of and any premium and interest on any Securities of the series shall be payable and the manner
in which any payment may be made;


 


(7)
the period or periods within which, the price or prices at which, the currency, currencies, currency unit or composite currency in which
and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company
and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;


 


(8)
the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions
or at the option of the Holder thereof and the period or periods within which, the price or prices at which, the currency, currencies,
currency unit or composite currency in which and the terms and conditions upon which any Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;


 


(9)
if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which any Securities
of the series shall be issuable;


 


(10)
if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to a financial
or economic measure or pursuant to a formula, the manner in which such amounts shall be determined;


 


(11)
if other than the currency of the United States of America, the currency, currencies, currency units or composite currency in which the
principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent
thereof in the currency of the United States of America for any purpose, including for the purposes of making payment in the currency
of the United States of America and applying the definition of “Outstanding” in Section 101;


 




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(12)
if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the
Holder thereof, in one or more currencies, currency units or composite currencies other than that or those in which such Securities are
stated to be payable, the currency, currency units or composite currencies in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such
election is to be made and the amount so payable (or the manner in which such amount shall be determined);


 


(13)
if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or, if applicable, the portion of the principal
amount of Securities of the series that is convertible in accordance with the provisions of this Indenture, or the method by which such
portion shall be determined;


 


(14)
if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date
for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other
than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be determined);


 


(15)
if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference
to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more currencies, currency
units, composite currencies, commodities, equity indices or other indices), the manner in which such amounts shall be determined;


 


(16)
provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;


 


(17)
whether and under what circumstances, if any, the Company will pay Additional Amounts as contemplated by Section 1010 on the Securities
of the series to any Holder in respect of any tax, assessment or governmental charge and, if so, whether and under what circumstances,
if any, the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such
option);


 


(18)
if applicable, that the Securities of the series, shall be subject to either or both of Defeasance or Covenant Defeasance as provided
in Article Thirteen; provided that no series of Securities that is convertible for Common Stock or other securities pursuant to
Section 301(22) shall be subject to Defeasance pursuant to Section 1302;


 




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(19)
if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 204 and any addition to, elimination of or other changes in the
circumstances set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole
or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or
names of Persons other than the Depositary for such Global Security or a nominee thereof;


 


(20)
any addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change
in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant
to Section 502;


 


(21)
any addition to, elimination of or other change in the covenants set forth in Article Ten or elsewhere herein which applies to Securities
of the series;


 


(22)
the terms and conditions, if any, pursuant to which the Securities are convertible for Common Stock or other securities; and


 


(23)
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section
901(5)).


 


All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the
Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one series need not
be issued at one time and, unless otherwise provided or contemplated by this Section 301 with respect to a series of Securities, additional
Securities of a series may be issued at the option of the Company, without the consent of any Holder, at any time and from time to time.


 


The
Securities of all series shall rank on a parity in right of payment.


 


If
any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company or by the equivalent of, and delivered to the Trustee
at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series.


 


The
Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Fourteen.


 




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SECTION
302. Denominations.


 


The
Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified
as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities
of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


SECTION
303. Execution, Authentication, Delivery and Dating.


 


The
Securities shall be executed on behalf of the Company by the Chairman of the Board, Chief Executive Officer, Deputy Chief Executive Officer,
any Chief Executive Officer of designated operations, Chief Financial Officer, Treasurer or Controller. The signature of any of these
officers on the Securities may be manual or facsimile.


 


Securities
bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company, as the case may be,
shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication
and delivery of such Securities or did not hold such offices at the date of issuance of such Securities.


 


At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed
by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If any Security shall be represented
by a permanent Global Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner’s interest
therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivered
in connection with the original issuance of such beneficial owner’s interest in such permanent Global Security. If the form or
terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections
201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion
of Counsel stating in effect that,


 


(1)
if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has
been established in conformity with the provisions of this Indenture;


 


(2)
if the terms of such Securities have been established by or pursuant to a Board Resolution, that such terms have been established in
conformity with the provisions of this Indenture; and


 




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(3)
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


 


If
such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.


 


Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time,
including where the size of an Outstanding series of Securities is increased as contemplated in Section 301, it shall not be necessary
to deliver the Officer’s Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.


 


Each
Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided
for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security
to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


SECTION
304. Temporary Securities.


 


Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten, reproduced or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the Officers executing such Securities may determine, as evidenced by their execution of such Securities.


 




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If
temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such
series and tenor.


 


SECTION
305. Registration, Registration of Transfer and Exchange.


 


The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.


 


Upon
surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.


 


At
the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations
and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.


 


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


 


Every
Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or
the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.


 




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No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.


 


If
the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A)
to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may
be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such
Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, (B) to register
the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part or (C) issue, register the transfer of or exchange any Security that has been surrendered for repayment at the
option of the Holder, except the portion, if any, of the Security that is not to be repaid.


 


The
provisions of Clauses (1), (2), (3), (4) and (5) below shall apply only to Global Securities:


 


(1)
Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security
shall constitute a single Security for all purposes of this Indenture.


 


(2)
Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated
by Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security
in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof
unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue
as Depositary for such Global Security, or such Depositary ceases to be a clearing agency registered under the Exchange Act and in each
case the Company does not appoint another institution to act as Depositary within 90 days or (B) there shall have occurred and be continuing
an Event of Default with respect to such Global Security and a Holder of the series of Securities represented by such Global Security
requests registered Securities or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have
been specified for this purpose as contemplated by Section 301.


 




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(3)
Subject to Clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 301, any exchange
of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security
or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.


 


(4)
Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in
the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for
such Global Security or a nominee thereof.


 


(5)
Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.


 


SECTION
306. Mutilated, Destroyed, Lost and Stolen Securities.


 


If
any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


If
there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall
execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the
same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


In
case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.


 


Upon
the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.


 


Every
new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of that series duly issued hereunder.


 




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The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.


 


SECTION
307. Payment of Interest; Interest Rights Preserved.


 


Except
as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest or, if no business
is conducted by the Trustee at its Corporate Trust Office on such date, at 10:00 a.m., New York City time, on such date.


 


Any
interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided
in Clause (1) or (2) below:


 


(1)
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which
the Securities are payable (except as otherwise established as contemplated by Section 301 in respect of such Securities) equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit 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 Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and
not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section
106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such
series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following Clause (2).


 




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(2)
The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with
the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange,
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.


 


Except
as may be provided in this Section 307 or as contemplated in Section 301 with respect to any Securities of a series, the Person to whom
interest shall be payable on any Security that first becomes payable on a day that is not an Interest Payment Date shall be the Holder
of such Security on the day such interest is paid.


 


Subject
to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.


 


SECTION
308. Persons Deemed Owners.


 


Prior
to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall
treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal
of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to
the contrary.


 


SECTION
309. Cancellation.


 


All
Securities surrendered for payment, redemption, conversion, registration of transfer or exchange or for credit against any sinking fund
payment or analogous obligation shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it in accordance with its customary procedures. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as reasonably directed by a Company Order in accordance
with the Trustee’s customary procedure; provided, however, that the Trustee shall not be required to destroy such
cancelled Securities.


 




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SECTION
310. Computation of Interest.


 


Except
as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


 


SECTION
311. CUSIP Numbers.


 


The
Company in issuing the Securities will use “CUSIP” numbers, and the Trustee shall use “CUSIP” numbers in notices
of redemption as a convenience to 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 Securities or as contained in any notice of redemption and that reliance may be placed only
on the other identification numbers printed on the Securities. Any such redemption shall not be affected by any defect in or omission
of such numbers.


 


ARTICLE
Four


 


SATISFACTION AND DISCHARGE


 


SECTION
401. Satisfaction and Discharge of Indenture.


 


This
Indenture shall upon Company Request cease to be of further effect with respect to Securities of any series specified in such Company
Request (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in
the terms of such Security), and the Trustee, upon receipt of Company Request and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to such series, when


 


(1)
either


 


(A)
all Securities of a series theretofore authenticated and delivered (other than (i) Securities of such series which have been mutilated,
destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities of such series for whose
payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or


 


(B)
all Securities of such series not theretofore delivered to the Trustee for cancellation


 


(i)
have become due and payable, or


 


(ii)
will become due and payable at their Stated Maturity within one year, or


 


(iii)
are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company,


 


and
the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust
for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities of a series not theretofore
delivered to the Trustee for cancellation (other than Securities of a series which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 306), for principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


(2)
the Company has paid or caused to be paid all other sums payable hereunder by the Company in respect of such Securities; and


 


(3)
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture with respect to such Securities have been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture, with respect to Securities of any series pursuant to this Section 401, the obligations
of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003, in each case with respect to such Securities, shall survive.


 


SECTION
402. Application of Trust Money.


 


Subject
to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.


 




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ARTICLE
Five


 


REMEDIES


 


SECTION
501. Events of Default.


 


“Event
of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (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):


 


(1)
default in the payment of any interest upon or any Additional Amounts payable in respect of any Security of that series when such interest
or Additional Amounts becomes due and payable, and continuance of such default for a period of 30 days; or


 


(2)
default in the payment of the principal of or any premium, if any, on any Security of that series at its Maturity; or


 


(3)
default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or


 


(4)
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included
in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for
a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of all affected series a written notice
specifying such default or breach and demanding it to be remedied and stating that such notice is a “Notice of Default” hereunder;
or


 


(5)
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 60 consecutive days; provided that, if any Person becomes the successor to the Company
pursuant to Article Eight and such Person is organized under the law of a jurisdiction outside the United States, each reference in this
Clause 5 to an applicable federal or state law of a particular kind shall be deemed to refer to such law or any applicable comparable
law of such jurisdiction outside the United States, for as long as such Person is the successor to the Company hereunder and is so organized
and existing; or


 




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(6)
the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry
of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by
it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company in furtherance of any such action; provided that, if any Person becomes
the successor to the Company pursuant to Article Eight and such Person is organized under the law of a jurisdiction outside the United
States, each reference in this Clause 6 to an applicable federal or state law of a particular kind shall be deemed to refer to such law
or any applicable comparable law of such jurisdiction outside the United States, for as long as such Person is the successor to the Company
hereunder and is so organized and existing; or


 


(7)
any other Event of Default provided with respect to Securities of that series.


 


SECTION
502. Acceleration of Maturity; Rescission and Annulment.


 


If
an Event of Default (other than an Event of Default specified in Section 501(5) or 501(6)) with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the Trustee, upon receipt of a request from the Holders of not
less than 25% in principal amount of the Outstanding Securities of all affected series, shall, or the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of all affected series may, declare the principal amount of, and premium,
if any, and all accrued and unpaid interest on all the Securities of all affected series (or, if any such Securities are Original Issue
Discount Securities, such portion of the principal amount of such Securities, and premium, if any, and all accrued and unpaid interest
thereon as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), and premium, if any, and all
accrued and unpaid interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(5) or 501(6)
with respect to Securities of any series at the time Outstanding occurs, the principal amount of, and premium, if any, and all accrued
and unpaid interest on all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities, and premium, if any, and all accrued and unpaid interest thereon as may be specified
by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable.


 




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At
any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of all affected series, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if


 


(1)
the Company has paid or deposited with the Trustee a sum sufficient to pay


 


(A)
all overdue interest on all Securities of that series,


 


(B)
the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of
acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,


 


(C)
to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such
Securities and


 


(D)
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and


 


(2)
all Events of Default with respect to Securities of that series, other than the non-payment of the principal and any premium of Securities
of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.


 


No
such rescission shall affect any subsequent default or impair any right consequent thereon.


 




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SECTION
503. Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The
Company covenants that if


 


(1)
default is made in the payment of any interest on or Additional Amounts payable in respect of any Security when such interest or Additional
Amounts becomes due and payable and such default continues for a period of 30 days, or


 


(2)
default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,


 


the
Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such
Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


 


If
an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


SECTION
504. Trustee May File Proofs of Claim.


 


In
case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or any other judicial
proceeding relative to the Company or any other obligor upon the Securities, its property or its creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.


 




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No
provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the
Trustee may (but shall be under no obligation to unless directed in writing by the Holders), on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


 


SECTION
505. Trustee May Enforce Claims Without Possession of Securities.


 


All
rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment
of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been recovered.


 


SECTION
506. Application of Money Collected.


 


Any
money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST:
To the payment of all amounts due the Trustee and any agents appointed by the Company or the Trustee in connection with the Securities
under this Indenture;


 


SECOND:
To the payment of the amounts then due and unpaid for principal of and any premium and interest and any Additional Amounts payable on
the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority
of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively, and
Additional Amounts, respectively; and


 




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THIRD:
To the payment of the remainder, if any, to the Company, its successors or assigns, or to whomever may be so lawfully entitled to receive
the same, or as a court of competent jurisdiction may direct.


 


SECTION
507. Limitation on Suits.


 


No
Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


(1)
such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that
series;


 


(2)
the Holders of not less than 25% in principal amount of the Outstanding Securities of all affected series shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(3)
such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities
to be incurred in compliance with such request;


 


(4)
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and


 


(5)
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of all affected series;


 


it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek
to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all of such Holders (it being understood that the Trustee does not have an affirmative
duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).


 


SECTION
508. Unconditional Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such Holder.


 




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SECTION
509. Restoration of Rights and Remedies.


 


If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively
to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no
such proceeding had been instituted.


 


SECTION
510. Rights and Remedies Cumulative.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION
511. Delay or Omission Not Waiver.


 


No
delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


 


SECTION
512. Control by Holders.


 


The
Holders of a majority in principal amount of the Outstanding Securities of all affected series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series; provided that:


 


(1)
such direction shall not be in conflict with any rule of law or with this Indenture; and


 


(2)
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 




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SECTION
513. Waiver of Past Defaults.


 


The
Holders of not less than a majority in principal amount of the Outstanding Securities of all affected series may on behalf of the Holders
of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default:


 


(1)
in the payment of the principal of or any premium or interest on any Security of such series, or


 


(2)
in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected.


 


Upon
any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


SECTION
514. Undertaking for Costs.


 


In
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit,
and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided
that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Trustee or to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the Stated Maturity
or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).


 


SECTION
515. Waiver of Usury, Stay or Extension Laws.


 


The
Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.


 




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ARTICLE
Six


 


THE TRUSTEE


 


SECTION
601. Certain Duties and Responsibilities.


 


The
duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and this Indenture. Notwithstanding the foregoing,
no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.


 


Except
during the continuance of an Event of Default,


 


(1)
the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and


 


(2)
in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee,
the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 


In
case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances
in the conduct of his or her own affairs.


 




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SECTION
602. Notice of Defaults.


 


If
a default occurs hereunder with respect to Securities of any series and is actually known by or made known to a Responsible Officer of
the Trustee, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by
the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 501(4)
with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof.
For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.


 


SECTION
603. Certain Rights of Trustee.


 


Subject
to the provisions of Section 601:


 


(1)
the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(2)
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


(3)
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of negligence or willful misconduct on its part, rely upon an Officer’s Certificate;


 


(4)
the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(5)
the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably
satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request
or direction;


 


(6)
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation;


 




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(7)
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;


 


(8)
the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 


(9)
the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Securities and this Indenture;


 


(10)
the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder;


 


(11)
the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and or titles
of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed
by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate
previously delivered and not superseded;


 


(12)
the Trustee and the agents appointed pursuant to this Indenture shall not incur any liability for not performing any act or fulfilling
any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee or such agent (including
but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war,
civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire
or facsimile or other wire or communication facility); it being understood that the Trustee shall use reasonable efforts that are consistent
with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances;


 


(13)
the parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the Trustee, like all financial institutions,
is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or
opens an account with [●]. The parties to this Indenture agree that they will provide the Trustee with such information as it may
request in order for the Trustee to satisfy the requirements of the USA Patriot Act;


 




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(14)
the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and


 


(15)
in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action.


 


SECTION
604. Not Responsible for Recitals or Issuance of Securities.


 


The
recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.


 


SECTION
605. May Hold Securities.


 


The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


SECTION
606. Money Held in Trust.


 


Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall
be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.


 


SECTION
607. Compensation and Reimbursement.


 


The
Company agrees


 


(1)
to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for
all services rendered by it hereunder as such fees may be adjusted from time to time (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust);


 




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(2)
except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and
the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to
its negligence or bad faith; and


 


(3)
to indemnify the Trustee and its officers, directors, employees, agents and any predecessor Trustee for, and to hold it harmless against,
any and all claim, loss, liability or expense including taxes including reasonable attorney’s fees and expenses (other than taxes
imposed on the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against
any claim or (whether asserted by the Company, a Holder or any other Person) liability in connection with the exercise or performance
of any of its powers or duties hereunder.


 


The
Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 607 except with respect to funds held in trust for the benefit of the Holders of particular Securities.
When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6),
the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.


 


The
provisions of this Section shall survive the resignation or removal of the Trustee and the satisfaction, discharge or termination of
this Indenture.


 


SECTION
608. Disqualification; Conflicting Interests.


 


If
the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue
of being a trustee under this Indenture with respect to Securities of more than one series.


 


SECTION
609. Corporate Trustee Required; Eligibility.


 


There
shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder
for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act
as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of
any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.


 




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SECTION
610. Resignation and Removal; Appointment of Successor.


 


No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.


 


The
Trustee may resign at any time with respect to the Securities of one or more series by giving 30 days’ written notice prior to
the effective date of such resignation thereof to the Company.


 


The
Trustee may be removed at any time upon 30 days’ written notice with respect to the Securities of any series by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.


 


If
at any time:


 


(1)
the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or


 


(2)
the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by
any such Holder, or


 


(3)
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,


 


then,
in any such case, (A) the Company by or pursuant to a Board Resolution may remove the Trustee with respect to all Securities or the Securities
of any series, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security of any series for at least six
months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees with respect thereto.


 




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If
the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation or removal, the Trustee resigning or being removed may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any
series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered
to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment
in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of
any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611,
subject to Section 514, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided
in Section 106. Each notice of such appointment shall include the name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office. Notices of resignation, removal and appointment may be combined into a single notice.


 


SECTION
611. Acceptance of Appointment by Successor.


 


In
case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder.


 




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In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall
be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.


 


Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the
case may be.


 


No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.


 




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SECTION
612. Merger, Conversion, Consolidation or Succession to Business.


 


Any
Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder; provided that Person shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.
In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


 


SECTION
613. Preferential Collection of Claims Against Company.


 


If
and when the Trustee shall be or become a creditor of the Company or any other obligor upon the Securities, the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims against the Company or any such other obligor.


 


SECTION
614. Appointment of Authenticating Agent.


 


The
Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act
on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer,
or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a Person organized and doing business under the laws of the United States of America, any State thereof or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this
Section.


 




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Any
Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Person shall
be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee for such series and to the Company. The Trustee
for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner
provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their
names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


The
Company agrees to pay to each Authenticating Agent from time to time such reasonable compensation for its services under this Section
as the Company and the Authenticating Agent shall from time to time agree in writing.


 


If
an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon,
in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:


 


This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


 


	 	 [●] 
	 	As Trustee
	 	 	 
	 	By:	[Name
    of Authenticating Agent]
	 	 	As
    Authenticating Agent
	 	 	 
	 	By:	[_________________________________________]
	 	 	Authorized
    Signatory


 




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ARTICLE
Seven


 


holders’
lists and reports by trustee and company


 


SECTION
701. Company to Furnish Trustee Names and Addresses of Holders.


 


The
Company will furnish or cause to be furnished to the Trustee:


 


(1)
semi-annually, not later than 15 days after each Regular Record Date for Securities of each series at the time Outstanding, a list, in
such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date (or a date
to be established as contemplated by Section 301), and


 


(2)
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 days prior to the time such list is furnished, excluding from any such list
names and addresses received by the Trustee in its capacity as Security Registrar.


 


SECTION
702. Preservation of Information; Communications to Holders.


 


The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.


 


The
rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.


 


Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders
made pursuant to the Trust Indenture Act.


 


SECTION
703. Reports by Trustee.


 


The
Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant thereto. Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted within 60 days after May 15 of each year commencing with the first May 15 after
the first date of issuance of Securities.


 




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A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which
any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed
on any stock exchange or of any delisting thereof.


 


SECTION
704. Reports by Company.


 


The
Company will file with the Trustee, within 15 days after it files the same with the Commission, copies of the annual reports and of the
information, documents and other reports that, if it is subject to the reporting requirements of either Section 13 or 15(d) of the Exchange
Act, files with the Commission pursuant to Section 13 or Section 15(d). If the Company is not required to file with the Commission information,
documents or reports pursuant to either of those sections of the Exchange Act, then it will file with the Trustee and the Commission
such reports, if any, as may be prescribed by the Commission pursuant to the Trust Indenture Act at such time, in each case within 15
days after it files the same with the Commission.


 


Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute 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 rely exclusively on Officer’s
Certificates).


 


ARTICLE
Eight


 


CONSOLIDATION, AMALGAMATIONS, MERGERS AND SALES


 


SECTION
801. Company May Consolidate, Etc., Only on Certain Terms.


 


The
Company is generally permitted to consolidate or amalgamate with or merge into another company. The Company is also permitted to convey,
transfer or lease all or substantially all of our assets to another company. However, the Company shall not consolidate or amalgamate
with or merge into any other Person, or convey, transfer or lease all or substantially all of its assets to any other Person, unless
in each case:


 


(1)
the successor company (if any) is organized under the laws of any U.S. jurisdiction, any full member state of the European Union, Canada,
Australia, Switzerland, Singapore, Japan or the People’s Republic of China (or any subdivision thereof) and it expressly assumes
our obligations on the Securities;


 


(2)
immediately after giving effect to the transaction, no event of default (and no event which, after notice or lapse of time or both, would
become an Event of Default) shall have happened and be continuing; and


 




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(3)
the Company provides the Trustee with an Officers’ Certificate and Opinion of Counsel stating that such transaction complies with
this Indenture.


 


This
Section 801 shall not restrict any transaction other than a consolidation, amalgamation, merger, conveyance or lease as specified above.


 


SECTION
802. Successor Substituted.


 


Upon
any consolidation or amalgamation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or
lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed
by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved
of all obligations and covenants under this Indenture and the Securities.


 


ARTICLE
Nine


 


SUPPLEMENTAL INDENTURES


 


SECTION
901. Supplemental Indentures Without Consent of Holders.


 


Without
the consent of any Holders, the Company (when authorized by a Board Resolution) and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


(1)
to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company
contained herein and in the Securities; or


 


(2)
to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to
be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit
of such series) or to surrender any right or power herein conferred upon the Company; or


 


(3)
to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events
of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly
being included solely for the benefit of such series); or


 




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(4)
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate
the issuance of Securities in uncertificated form; or


 


(5)
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided
that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security
with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or


 


(6)
to secure the Securities; or


 


(7)
to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or


 


(8)
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or


 


(9)
to add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to comply with the rules
or regulations on any securities exchange or automated quotation system on which any of the Securities may be listed or traded; or


 


(10)
to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, to eliminate any conflict between the terms hereof and the Trust Indenture Act or to make any other provisions with respect to
matters or questions arising under this Indenture; provided that such action pursuant to this Clause (10) shall not adversely
affect the interests of the Holders of Securities of any series in any material respect; or


 


(11)
to add guarantors or co-obligors with respect to any series of Securities; or


 


(12)
to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Articles Four and Thirteen; provided that any such action shall not adversely
affect the interests of the Holders of such series or any other series of Securities in any material respect.


 




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SECTION
902. Supplemental Indentures With Consent of Holders.


 


With
the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities
of all such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent
of the Holder of each Outstanding Security affected thereby,


 


(1)
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any Additional Amounts payable in respect thereof or any premium payable upon the redemption
thereof, or otherwise modify the redemption provisions of the Securities in a manner adverse to Holders, or reduce the amount of the
principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502, or modify the provisions with respect to the ranking of the Securities in a manner adverse
to Holders, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is
payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date),


 


(2)
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or


 


(3)
modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect
to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of
this proviso, in accordance with the requirements of Sections 611 and 901(8).


 


A
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders
of Securities of any other series.


 




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It
shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.


 


The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided
that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date
which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder
be cancelled and of no further effect.


 


SECTION
903. Execution of Supplemental Indentures.


 


In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall receive, and (subject to Section 601) shall be fully protected in relying
upon, an Opinion of Counsel and an Officer’s Certificate each stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture and that such supplemental indenture is the valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture
which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


SECTION
904. Effect of Supplemental Indentures.


 


Upon
the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.


 


SECTION
905. Conformity with Trust Indenture Act.


 


Every
supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.


 


Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this
Indenture.


 




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The
following Trust Indenture Act term used in this Indenture has the following meaning:


 


“obligor”
on the Securities means the Company and any successor obligor upon the Securities.


 


All
other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute
or defined by Commission rule under the Trust Indenture Act have the meanings assigned to them.


 


SECTION
906. Reference in Securities to Supplemental Indentures.


 


Securities
of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.
If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company,
to any such supplemental indenture may be prepared and executed by the Company and may be authenticated and delivered by the Trustee
in exchange for Outstanding Securities of such series.


 


ARTICLE
Ten


 


COVENANTS


 


SECTION
1001. Payment of Principal, Premium and Interest.


 


The
Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.


 


SECTION
1002. Maintenance of Office or Agency by Company.


 


The
Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of that series 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 of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 




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The
Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series 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.


 


With
respect to any Global Security, and except as otherwise may be specified for such Global Security as contemplated by Section 301, the
Corporate Trust Office of the Trustee or any Paying Agent shall be the Place of Payment where such Global Security may be presented or
surrendered for payment or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor;
provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures
of the Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in
accordance with the provisions of this Indenture.


 


SECTION
1003. [Reserved]


 


[Intentionally
omitted.]


 


SECTION
1004. Money for Securities Payments to Be Held in Trust.


 


If
the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date
of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so
to act.


 


Whenever
the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or
any premium or interest on any Securities of that series, deposit (or, if the Company has deposited any trust funds with a trustee pursuant
to Section 1304(1), cause such trustee to deposit) with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided
by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.


 




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The
Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the
Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series,
upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect
of the Securities of that series.


 


The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order, direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such
sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to
such money.


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any
premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security 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 all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in New York, New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.


 


SECTION
1005. Statement by Officers as to Default.


 


The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an
Officer’s Certificate signed by the principal executive, financial or accounting officer of the Company and complying with Section
314(a)(4) of the Trust Indenture Act stating whether or not to the best knowledge of the signers thereof the Company is in default in
the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace
or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


 




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SECTION
1006. Existence.


 


Subject
to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect their respective
existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise if its Board of Directors shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders of
Outstanding Securities.


 


SECTION
1007. Maintenance of Properties.


 


[Intentionally
omitted.]


 


SECTION
1008. Payment of Taxes and Other Claims.


 


The
Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company
or the income, profits or property of any Subsidiary, and (2) all material lawful claims for labor, materials and supplies which, if
unpaid, might by law become a lien upon the property of the Company or the property of any Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim
the amount, applicability or validity of which is being contested in good faith by appropriate proceedings.


 


SECTION
1009. Waiver of Certain Covenants.


 


Except
as otherwise specified as contemplated by Section 301 for Securities of a specific series, the Company may, with respect to the Securities
of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant
to Section 301(21), 901(2) or 901(7) for the benefit of the Holders of such series, in Article Eight, or in any of Sections 1006 through
1008, inclusive, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities
of all affected series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect
of any such term, provision or condition shall remain in full force and effect.


 




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SECTION
1010. Additional Amounts.


 


If
any Securities of a series provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such
series or any coupon appertaining thereto Additional Amounts as may be specified as contemplated by Section 301. Whenever in this Indenture
there is mentioned, in any context except in the case of Section 502(1), the payment of principal (and premium, if any), the Redemption
Price, if any, interest or any other amount payable under or with respect to any Security of any series, such mention shall be deemed
to include mention of the payment of Additional Amounts provided by the terms of such series established pursuant to Section 301 to the
extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms.


 


Except
as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days
prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth
in the below-mentioned Officer’s Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent
or Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons without withholding for or on account of any tax, assessment or other governmental charge
described in the Securities of or within the series. If any such withholding shall be required, then such Officer’s Certificate
shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent the Additional Amounts, if any, required by the terms of
such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate,
then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect
to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a
certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or
related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying
Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense
(including legal fees and expenses) reasonably incurred without gross negligence or willful misconduct on their part arising out of or
in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this
Section or in reliance on the Company’s not furnishing such an Officer’s Certificate.


 




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SECTION
1011. Calculation of Original Issue Discount.


 


The
Company shall file with the Trustee promptly at the end of each calendar year a written notice specifying (i) the amount of original
issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year, but only if
as of the end of such year Securities issued at an original issue discount are then Outstanding and (ii) such other specific information
relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.


 


ARTICLE
Eleven


 


REDEMPTION OF SECURITIES


 


SECTION
1101. Applicability of Article.


 


Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for such Securities) in accordance with this Article.


 


SECTION
1102. Election to Redeem; Notice to Trustee.


 


The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series
(including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal
amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of
any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such
restriction.


 




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SECTION
1103. Selection by Trustee of Securities to Be Redeemed.


 


If
less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are
to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called
for redemption, and such redemption shall be effected by lot by the Trustee in compliance with the requirements of the principal national
securities exchange and subject to applicable procedures or regulations of the Depositary or by such other method including by lot as
the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount
of any Security of such series; provided that the unredeemed portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination) for such Security and provided further that so long as
the Securities are represented by one or more Global Securities, such selection shall be made by the Depositary in accordance with its
customary procedures. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected and notice of redemption will be mailed by
first-class mail to each holder at least 30 but not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.


 


The
Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.


 


The
provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount
of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.


 


For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities
which has been or is to be redeemed.


 


SECTION
1104. Notice of Redemption.


 


Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register, with a copy to the Trustee and
any Paying Agent.


 


All
notices of redemption shall identify the Securities to be redeemed, including CUSIP number, if any, and shall state:


 


(1)
the Redemption Date,


 


(2)
the Redemption Price,


 




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(3)
if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and,
if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of
the particular Security to be redeemed,


 


(4)
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,


 


(5)
that interest, if any, accrued to the date fixed for redemption will be paid as specified in said notice,


 


(6)
the place or places where each such Security is to be surrendered for payment of the Redemption Price and


 


(7)
that the redemption is for a sinking fund, if such is the case.


 


Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request
given five Business Days prior to sending out the notice of redemption, by the Trustee in the name and at the expense of the Company
and shall be irrevocable.


 


SECTION
1105. Deposit of Redemption Price.


 


Prior
to any Redemption Date and at the latest at 10:00 am New York City time on the Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date or
the Securities of the series provide otherwise) accrued interest on, all the Securities which are to be redeemed on that date.


 


SECTION
1106. Securities Payable on Redemption Date.


 


Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company at the Redemption Price, together, if applicable, with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments
of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.


 




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If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.


 


SECTION
1107. Securities Redeemed in Part.


 


Any
Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor,
of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered. Securities in denominations larger than $2,000 may be redeemed in part, but
only in whole multiples of $1,000.


 


SECTION
1108. Securities No Longer Outstanding After Notice to Trustee and Deposit of Money.


 


If
the Company, having given notice to the Trustee as provided in Section 1102, shall have deposited with the Trustee or a Paying Agent,
for the benefit of the Holders of any Securities of any series or portions thereof called for redemption in whole or in part cash or
other form of payment if permitted by the terms of such Securities (which amount shall be immediately due and payable to the Holders
of such Securities or portions thereof), in the amount necessary so to redeem all such Securities or portions thereof on the Redemption
Date and provision satisfactory to the Trustee shall have been made for the giving of notice of such redemption, such Securities or portions
thereof, shall thereupon, for all purposes of this Indenture, be deemed to be no longer Outstanding, and the Holders thereof shall be
entitled to no rights thereunder or hereunder, except the right to receive payment of the Redemption Price, together with interest accrued
to the Redemption Date, on or after the Redemption Date of such Securities or portions thereof.


 


ARTICLE
Twelve


 


SINKING FUNDS


 


SECTION
1201. Applicability of Article.


 


The
provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 301 for such Securities.


 




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The
minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking
fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred
to as an “optional sinking fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities as provided for by the terms of such Securities.


 


SECTION
1202. Satisfaction of Sinking Fund Payments with Securities.


 


The
Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of
all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee
at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.


 


SECTION
1203. Redemption of Securities for Sinking Fund.


 


Not
less than 60 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officer’s
Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities,
the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered.
Not less than 30 nor more than 45 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in
the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


 




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ARTICLE
Thirteen


 


DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION
1301. Company’s Option to Effect Defeasance or Covenant Defeasance.


 


If
applicable to a particular series of Securities, the Company may elect, at its option at any time, to have Section 1302 or Section 1303
applied to any such series of Securities or any Securities of such series, as the case may be, designated pursuant to Section 301 as
being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable requirements provided pursuant to Section 301
and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 301 for such Securities.


 


SECTION
1302. Defeasance and Discharge.


 


Upon
the Company’s exercise of its option (if any) to have this Section applied to any applicable series of Securities or any Securities
of such series, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities
as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive,
solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal
of and any premium and interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities
under Sections 304, 305, 306, 1002, 1004 and 1010, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and
(4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied
to any applicable Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities.


 




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SECTION
1303. Covenant Defeasance.


 


Upon
the Company’s exercise of its option (if any) to have this Section applied to any applicable series of Securities or any Securities
of such series, as the case may be, (1) the Company shall be released from its obligations under Section 801, Sections 1005 through 1008,
inclusive, and any covenants provided pursuant to Section 301(24), 901(2) or 901(7) for the benefit of the Holders of such Securities
and (2) the occurrence of any event specified in Sections 501(4) (with respect to any of Section 801, Sections 1005 through 1008, inclusive,
and any such covenants provided pursuant to Section 301(24), 901(2) or 901(7)) and 501(5) shall be deemed not to be or result in an Event
of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that,
with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly
by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision
herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 


SECTION
1304. Conditions to Defeasance or Covenant Defeasance.


 


The
following shall be the conditions to the application of Section 1302 or Section 1303 to any applicable series of Securities or any Securities
of such series, as the case may be:


 


(1)
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of
such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest
in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an
amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the
respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government
Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the
full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of
the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian
with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder
of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which
is so specified and held; provided that (except as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 




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(2)
In the event of an election to have Section 1302 apply to any applicable series of Securities or any Securities of such series, as the
case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change
in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm
that, the beneficial owners of such Securities will not recognize gain or loss for federal U.S. income tax purposes as a result of the
deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal U.S. income tax on the
same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.


 


(3)
In the event of an election to have Section 1303 apply to any applicable series of Securities or any Securities of such series, as the
case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of such Securities
will not recognize gain or loss for federal U.S. income tax purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to such Securities and will be subject to federal U.S. income tax on the same amount, in the same manner and at the same
times as would be the case if such deposit and Covenant Defeasance were not to occur.


 


(4)
The Company shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 


(5)
No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any
other Securities (other than a breach, violation or default resulting from the borrowing of funds to be applied to such deposit of funds
and the granting of liens in connection therewith) shall have occurred and be continuing on the date of such deposit.


 


(6)
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such Act).


 




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(7)
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other material
agreement or instrument to which the Company is a party or by which it is bound.


 


(8)
Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.


 


(9)
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


SECTION
1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject
to the provisions of the last paragraph of Section 1004, all money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee
are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly
or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders
of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required by law.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of Outstanding Securities.


 


Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request
any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,
are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.


 




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SECTION
1306. Reinstatement.


 


If
the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 1302
or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such
Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or
any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the
rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.


 


ARTICLE
Fourteen


 


Subordination of securities


 


SECTION
1401. Securities Subordinate to Senior Indebtedness.


 


The
Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article, the indebtedness represented by the Securities and the payment of the principal
of (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness.


 


Notwithstanding
the foregoing, if a deposit referred to in Section 1304(1) is made pursuant to Section 1302 or Section 1303 with respect to any Securities
(and provided all other conditions set out in Section 1302 or 1303, as applicable, shall have been satisfied with respect to such Securities),
then no money or U.S. Government Obligations so deposited, and no proceeds thereon, will be subject to any rights of holders of Senior
Indebtedness, including any such rights arising under this Article Fifteen.


 


SECTION
1402. Payment Over Proceeds Upon Dissolution, Etc.


 


In
the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case
or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation,
dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any
such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or
in respect of all Senior Indebtedness, or provision shall be made for such payment, before the Holders of the Securities are entitled
to receive any payment on account of principal of or interest on the Securities, and to that end the holders of Senior Indebtedness shall
be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash,
property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation
or other winding up or event.


 




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Upon
the occurrence of any of the events described in clauses (a), (b) or (c) of the immediately preceding paragraph, in the event that notwithstanding
the foregoing provisions of this Section the Trustee or the Holder of any Security shall have received any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full
or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known
to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered
forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution
of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all
Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.


 


The
consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company
following the conveyance or transfer all or substantially all of its properties and assets to another Person upon the terms and conditions
set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of
creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation
or into which the Company is merged or which acquires by conveyance or transfer all or substantially all properties and assets, as the
case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the respective conditions set forth
in Article Eight.


 


SECTION
1403. Prior Payment to Senior Indebtedness Upon Acceleration of Securities.


 


In
the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of Senior
Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness
or provision shall be made for such payment in cash, before the Holders of the Securities are entitled to receive any payment (including
any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment
of the Securities) by the Company on account of the principal of (or premium, if any) or interest on the Securities or on account of
the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction
of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have
been acquired (upon redemption or otherwise) prior to such declaration of acceleration.


 




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In
the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to
the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the
Company.


 


The
provisions of this Section shall not apply to any payment with respect to which Section 1402 would be applicable.


 


SECTION
1404. No Payment When Senior Indebtedness in Default.


 


In
the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness
beyond any applicable grace period with respect thereto, or, in the event any judicial proceeding shall be pending with respect to any
such default, then no payment shall be made by the Company on account of principal of or interest on the Securities or on account of
the purchase or other acquisition of Securities.


 


In
the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to
the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the
Company.


 


The
provisions of this Section shall not apply to any payment with respect to which Section 1402 would be applicable.


 


SECTION
1405. Payment Permitted If No Default.


 


Nothing
contained in this Article or elsewhere in this Indenture or in any of the Securities of any series shall prevent (a) the Company, at
any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit
of creditors or other marshaling of assets and liabilities of the Company referred to in Section 1402 or under the conditions described
in Section 1403 or 1404, from making payments at any time of principal of or interest on the Securities, or (b) the application by the
Trustee of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest
on the Securities of any series or the retention of such payment by the Holders, if, at the time of such application by the Trustee,
it did not have knowledge that such payment would have been prohibited by the provisions of this Article.


 




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SECTION
1406. Subrogation to Rights of Holders of Senior Indebtedness.


 


Subject
to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated (equally and ratably with the holders
of all indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially the same
extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal
of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions
to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would
be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders
of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the
Senior Indebtedness.


 


SECTION
1407. Provisions Solely to Define Relative Rights.


 


The
provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities
on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture
or in the Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness
and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional and which, subject to the rights
under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other obligations of the Company, to pay
to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of
the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of
the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.


 


SECTION
1408. Trustee to Effectuate Subordination.


 


Each
Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all
such purposes.


 




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SECTION
1409. No Waiver of Subordination Provisions.


 


No
right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless of
any knowledge thereof any such holder may have or be otherwise charged with.


 


Without
in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of
the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders
of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable
in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company
and any other Person.


 


SECTION
1410. Notice to Trustee.


 


The
Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment
to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by
the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or
a holder of Senior Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject
to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least five Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose, then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it within five Business Days prior to such date.


 




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Subject
to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Indebtedness or a trustee therefor to establish that such notice has been given by a holder of Senior
Indebtedness or a trustee therefor. In the event that the Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article,
the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent
to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such payment.


 


SECTION
1411. Reliance on Judicial Order or Certificate of Liquidating Agent.


 


Upon
any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 601,
and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in
which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose
of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article.


 


SECTION
1412. Trustee Not Fiduciary for Holders of Senior Indebtedness.


 


The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders
if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property
or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. With respect to the
holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically
set forth in this Article and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this
Indenture against the Trustee.


 




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SECTION
1413. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.


 


The
Trustee or any Authenticating Agent in its individual capacity shall be entitled to all the rights set forth in this Article with respect
to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing
in this Indenture shall deprive the Trustee of any of its rights as such holder.


 


SECTION
1414. Article Applicable to Paying Agents.


 


In
case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term
“Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to
and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article
in addition to or in place of the Trustee; provided, however, that Section 1413 shall not apply to the Company or any Affiliate of the
Company if it or such Affiliate acts as Paying Agent.


 


SECTION
1415. Payment of Proceeds in Certain Cases.


 


Upon
the occurrence of any of the events specified in clauses (a), (b) and (c) of the first paragraph of Section 1402, the provisions of that
Section shall be given effect to determine the amount of cash, property or securities which may be payable or deliverable as between
the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand.


 


SECTION
1416. All Indenture Provisions Subject to Article Fifteen.


 


Notwithstanding
anything herein contained to the contrary, all the provisions of this Indenture shall be subject to the provisions of this Article Fifteen,
so far as the same may be applicable thereto. The provisions of this Article Fifteen shall not apply to amounts due and owing to the
Trustee under Section 607.


 


ARTICLE
Fifteen


 


Miscellaneous


 


SECTION
1501. Counterparts.


 


This
instrument may be executed in any number of counterparts, which may be delivered by means of facsimile or e-mail (or another electronic
means such as a PDF file), each of which so executed shall be deemed an original, but all such counterparts shall together constitute
but one and the same instrument.


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.


 


	 	AST
    SPACEMOBILE, INC.
	 	 	 
	 	By:	                 
	 	 	 
	 	[●], as
	 	Trustee:
	 	 	 
	 	By: