Exhibit 4.5


B. RILEY FINANCIAL, INC.


 


TO


 _________________________________


 


AS TRUSTEE


 


INDENTURE


 


DATED AS OF ________, 20__


 


SUBORDINATED DEBT SECURITIES


 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE 1          DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 1.1	Definitions	1
	Section 1.2	Compliance Certificates and Opinions	8
	Section 1.3	Form of Documents Delivered to Trustee	8
	Section 1.4	Acts of Holders; Record Dates	9
	Section 1.5	Notices, etc., to Trustee and Company	10
	Section 1.6	Notice to Holders; Waiver	10
	Section 1.7	Conflict with Trust Indenture Act	10
	Section 1.8	Effect of Headings and Table of Contents	11
	Section 1.9	Successors and Assigns	11
	Section 1.10	Separability Clause	11
	Section 1.11	Benefits of Indenture	11
	Section 1.12	Governing Law	11
	Section 1.13	Legal Holidays	11
	Section 1.14	Indenture and Securities Solely Corporate Obligations	11
	Section 1.15	Indenture May be Executed in Counterparts	12
	ARTICLE 2          SECURITY FORMS	12
	Section 2.1	Forms Generally	12
	Section 2.2	Form of Face of Security	12
	Section 2.3	Form of Reverse of Security	13
	Section 2.4	Form of Legend for Global Securities	16
	Section 2.5	Form of Trustee’s Certificate of Authentication	16
	Section 2.6	Form of Conversion Notice	17
	ARTICLE 3          THE SECURITIES	17
	Section 3.1	Amount Unlimited; Issuable in Series	17
	Section 3.2	Denominations	20
	Section 3.3	Execution, Authentication, Delivery and Dating	20
	Section 3.4	Temporary Securities	21
	Section 3.5	Registration; Registration of Transfer and Exchange	21
	Section 3.6	Mutilated, Destroyed, Lost and Stolen Securities	22
	Section 3.7	Payment of Interest; Interest Rights Preserved	23
	Section 3.8	Persons Deemed Owners	24
	Section 3.9	Cancellation	24
	Section 3.10	Computation of Interest	24
	ARTICLE 4          SATISFACTION AND DISCHARGE	24
	Section 4.1	Satisfaction and Discharge of Indenture	24
	Section 4.2	Application of Trust Money	25
	ARTICLE 5          REMEDIES	25
	Section 5.1	Events of Default	25
	Section 5.2	Acceleration of Maturity; Rescission and Annulment	27
	Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	28
	Section 5.4	Trustee May File Proofs of Claim	28
	Section 5.5	Trustee May Enforce Claims Without Possession of Securities	28
	Section 5.6	Application of Money Collected	29
	Section 5.7	Limitation on Suits	29
	Section 5.8	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	29
	Section 5.9	Restoration of Rights and Remedies	30
	Section 5.10	Rights and Remedies Cumulative	30
	Section 5.11	Delay or Omission Not Waiver	30
	Section 5.12	Control by Holders	30
	Section 5.13	Waiver of Past Defaults	30
	Section 5.14	Undertaking for Costs	31


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 5.15	Waiver of Usury, Stay or Extension Laws	31
	ARTICLE 6          THE TRUSTEE	31
	Section 6.1	Certain Duties and Responsibilities	31
	Section 6.2	Notice of Defaults	31
	Section 6.3	Certain Rights of Trustee	32
	Section 6.4	Not Responsible for Recitals or Issuance of Securities	32
	Section 6.5	May Hold Securities and Act as Trustee under Other Indentures	33
	Section 6.6	Money Held in Trust	33
	Section 6.7	Compensation and Reimbursement	33
	Section 6.8	Conflicting Interests	33
	Section 6.9	Corporate Trustee Required; Eligibility	34
	Section 6.10	Resignation and Removal; Appointment of Successor	34
	Section 6.11	Acceptance of Appointment by Successor	35
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	36
	Section 6.13	Preferential Collection of Claims Against Company	36
	Section 6.14	Appointment of Authenticating Agent	36
	ARTICLE 7          HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	37
	Section 7.1	Company to Furnish Trustee Names and Addresses of Holders	37
	Section 7.2	Preservation of Information; Communications to Holders	37
	Section 7.3	Reports by Trustee	37
	Section 7.4	Reports by Company	38
	ARTICLE 8          CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	38
	Section 8.1	Company May Consolidate, etc., Only on Certain Terms	38
	Section 8.2	Successor Substituted	39
	ARTICLE 9          SUPPLEMENTAL INDENTURES	39
	Section 9.1	Supplemental Indentures Without Consent of Holders	39
	Section 9.2	Supplemental Indentures with Consent of Holders	40
	Section 9.3	Execution of Supplemental Indentures	41
	Section 9.4	Effect of Supplemental Indentures	41
	Section 9.5	Conformity with Trust Indenture Act	41
	Section 9.6	Reference in Securities to Supplemental Indentures	41
	Section 9.7	Subordination Unimpaired	41
	ARTICLE 10          COVENANTS	41
	Section 10.1	Payment of Principal, Premium and Interest	41
	Section 10.2	Maintenance of Office or Agency	41
	Section 10.3	Money for Securities Payments to be Held in Trust	42
	Section 10.4	Statement by Officers as to Default	43
	Section 10.5	Existence	43
	Section 10.6	Maintenance of Properties	43
	Section 10.7	Payment of Taxes and Other Claims	43
	Section 10.8	Waiver of Certain Covenants	43
	ARTICLE 11          REDEMPTION OF SECURITIES	44
	Section 11.1	Applicability of Article	44
	Section 11.2	Election to Redeem; Notice to Trustee	44
	Section 11.3	Selection by Trustee of Securities to Be Redeemed	44
	Section 11.4	Notice of Redemption	45
	Section 11.5	Deposit of Redemption Price	45
	Section 11.6	Securities Payable on Redemption Date	46
	Section 11.7	Securities Redeemed in Part	46
	ARTICLE 12          SINKING FUNDS	46
	Section 12.1	Applicability of Article	46
	Section 12.2	Satisfaction of Sinking Fund Payments with Securities	46
	Section 12.3	Redemption of Securities for Sinking Fund	47


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE 13          DEFEASANCE AND COVENANT DEFEASANCE	47
	Section 13.1	Company’s Option to Effect Defeasance or Covenant Defeasance	47
	Section 13.2	Defeasance and Discharge	47
	Section 13.3	Covenant Defeasance	48
	Section 13.4	Conditions to Defeasance or Covenant Defeasance	48
	Section 13.5	Deposited Money, U.S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions	50
	Section 13.6	Reinstatement	51
	ARTICLE 14          CONVERSION OF SECURITIES	51
	Section 14.1	Applicability of Article	51
	Section 14.2	Exercise of Conversion Privilege	51
	Section 14.3	No Fractional Shares	52
	Section 14.4	Adjustment of Conversion Price or Conversion Rate	52
	Section 14.5	Notice of Certain Corporate Actions	52
	Section 14.6	Reservation of Shares of Common Stock	53
	Section 14.7	Payment of Certain Taxes upon Conversion	53
	Section 14.8	Nonassessability	53
	Section 14.9	Provision in Case of Consolidation, Merger or Sale of Assets	54
	Section 14.10	Duties of Trustee Regarding Conversion	54
	Section 14.11	Repayment of Certain Funds upon Conversion	54
	ARTICLE 15          SUBORDINATION OF SECURITIES	55
	Section 15.1	Agreement of Subordination	55
	Section 15.2	Payments to Holders	55
	Section 15.3	Subrogation of Securities	57
	Section 15.4	Authorization to Effect Subordination	58
	Section 15.5	Notice to Trustee	58
	Section 15.6	Trustee’s Relation to Senior Debt	58
	Section 15.7	No Impairment of Subordination	59
	Section 15.8	Certain Conversions/Exchanges Deemed Payment	59
	Section 15.9	Article Applicable to Paying Agents	59
	Section 15.10	Senior Debt Entitled to Rely	59
	Section 15.11	Reliance on Judicial Order or Certificate of Liquidating Agent	59
	Section 15.12	Trust Monies Not Subordinated	60


 




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B. RILEY FINANCIAL, INC.


 


Certain Sections of this Indenture relating to Sections 3.10
through 3.18, inclusive, of the Trust Indenture Act of 1939:


 


	Section 310	 	(a)(1)	 	6.9
	 	 	(a)(2)	 	6.9
	 	 	(a)(3)	 	Not Applicable
	 	 	(a)(4)	 	Not Applicable
	 	 	(b)	 	6.8, 6.10
	Section 311	 	(a)	 	6.13
	 	 	(b)	 	6.13
	Section 312	 	(a)	 	7.1, 7.2
	 	 	(b)	 	7.2
	 	 	(c)	 	7.2
	Section 313	 	(a)	 	7.3
	 	 	(b)	 	7.3
	 	 	(c)	 	7.3
	 	 	(d)	 	7.3
	Section 314	 	(a)	 	7.4
	 	 	(a)(4)	 	1.1, 10.4
	 	 	(b)	 	Not Applicable
	 	 	(c)(1)	 	1.2
	 	 	(c)(2)	 	1.2
	 	 	(c)(3)	 	Not Applicable
	 	 	(d)	 	Not Applicable
	 	 	(e)	 	1.2
	Section 315	 	(a)	 	6.1
	 	 	(b)	 	6.2
	 	 	(c)	 	6.1
	 	 	(d)	 	6.1
	 	 	(e)	 	5.14
	Section 316	 	(a)	 	1.1
	 	 	(a)(1)(A)	 	5.2, 5.12
	 	 	(a)(1)(B)	 	5.13
	 	 	(a)(2)	 	Not Applicable
	 	 	(b)	 	5.8
	 	 	(c)	 	1.4
	Section 317	 	(a)(1)	 	5.3
	 	 	(a)(2)	 	5.4
	 	 	(b)	 	10.3
	Section 318	 	(a)	 	1.7


 


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


 




    	 



    	 



    

 





INDENTURE, dated as of          
, 20     , between B. RILEY FINANCIAL, 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 21860 Burbank Boulevard,
Suite 300 South, Woodland Hills, California 91367 and           , as Trustee
(herein called the “Trustee”).







  


RECITALS OF THE COMPANY


 


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


 


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 covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof appertaining, as follows:


 


ARTICLE
1



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.1 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 in the
United States of America, 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 in the
United States of America as are generally accepted at the date of such computation;


 


(4)all references to “$”
refer to the lawful currency of the United States of America;


 


(5)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


 


(6)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 1.4.


 


“Additional Interest” has the
meaning specified in Section 5.2(b).


 


“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.


 




    	 



    	 



    

 


“Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one
or more series.


 


“Board of Directors” means either
the board of directors of the Company or any duly authorized committee of that board empowered to act for it with respect to this
Indenture.


 


“Board Resolution” means a copy
of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day,” when used with
respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or executive order to close.


 


“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” includes
any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by
the Company; provided, however, subject to the provisions of Section 14.9, shares issuable upon
conversion of Securities shall include only shares of the class designated as Common Stock of the Company at the date of this
Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have
no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to redemption by the Company; provided, further, that if at any time there shall be more than one such resulting class, the shares of each such class then so
issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.


 


“Company” means the corporation
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 its Chairman of the Board, its Vice Chairman
of the Board, its Chief Executive Officer, its President or a Vice President, and by its principal financial officer, its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Constituent Person” has the
meaning specified in Section 14.9.


 


“control” when used with respect
to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 





“Corporate Trust Office” means the
corporate trust office of the Trustee at           , Attention: Corporate Trust
Department, or such other office, designated by the Trustee by written notice to the Company, at which at any particular time its
corporate trust business shall be administered.







  


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


 


“Covenant Defeasance” has the
meaning specified in Section 13.3.


 


“Defaulted Interest” has the
meaning specified in Section 3.7.


 




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“Defeasance” has the meaning
specified in Section 13.2.


 


“Depositary” means, with respect
to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1.


 


“Designated Senior Debt” means
the Company’s obligations under any particular Senior Debt in which the instrument creating or evidencing the same or the
assumption or guarantee thereof (or related agreements or documents to which the Company is a party) expressly provides that such
Senior Debt shall be “Designated Senior Debt” for purposes of this Indenture (provided, that such instrument,
agreement or other document may place limitations and conditions on the right of such Senior Debt to exercise the rights of Designated
Senior Debt). If any payment made to any holder of any Designated Senior Debt or its Representative with respect to such Designated
Senior Debt is rescinded or must otherwise be returned by such holder or Representative upon the insolvency, bankruptcy or reorganization
of the Company or otherwise, the reinstated Indebtedness of the Company arising as a result of such rescission or return shall
constitute Designated Senior Debt effective as of the date of such rescission or return.


 


“euro” or “euros”
means the currency adopted by those nations participating in the third stage of the economic and monetary union provisions of the
Treaty on European Union, signed at Maastricht on February 7, 1992.


 


“European Economic Area” means
the member nations of the European Economic Area pursuant to the Oporto Agreement on the European Economic Area dated May 2, 1992,
as amended.


 


“European Union” means the member
nations of the European Union established by the Treaty of European Union, signed at Maastricht on February 7, 1992, which amended
the Treaty of Rome establishing the European Community.


 


“Event of Default” has the meaning
specified in Section 5.1.


 


“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 1.4.


 


“Foreign Government Obligation”
means with respect to Securities of any series which are not denominated in the currency of the United States of America (x) any
security which is (i) a direct obligation of the government which issued or caused to be issued the currency in which such security
is denominated and for the payment of which obligations its full faith and credit is pledged or, with respect to Securities of
any series which are denominated in euros, a direct obligation of any member nation of the European Union for the payment of which
obligation the full faith and credit of the respective nation is pledged so long as such nation has a credit rating at least equal
to that of the highest rated member nation of the European Economic Area, or (ii) an obligation of a Person controlled or supervised
by and acting as an agency or instrumentality of a government specified in clause (i) above the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the such government, 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 Foreign 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 Foreign 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 Foreign Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


 




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“Global Security” means a Security
that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.4 (or such legend as may
be specified as contemplated by Section 3.1 for such Securities).


 


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


 


“Indebtedness” means, with respect
to any Person, and without duplication, whether absolute or contingent, secured or unsecured, due or to become due, (a) all indebtedness,
obligations and other liabilities (contingent or otherwise) of such Person evidenced by a credit or loan agreement, note, bond,
debenture, or other written obligation (whether or not the recourse of the lender is to the whole of the assets of such person
or to only a portion thereof) or for money borrowed (including obligations of such Person in respect of overdrafts, foreign exchange
contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or
not evidenced by notes or similar instruments); (b) all obligations and liabilities (contingent or otherwise) of such Person evidenced
by a note or similar instrument given in connection with the acquisition of any businesses, properties or assets of any kind; (c)
all obligations and liabilities (contingent or otherwise) in respect of leases of such Person required, in conformity with generally
accepted accounting principles, to be accounted for as capitalized lease obligations on the balance sheet of such Person and all
obligations and other liabilities (contingent or otherwise) or as lessee under any leases or related documents for facilities,
capital equipment or related assets, whether or not capitalized, entered into or leased for financing purposes; (d) all obligations
of such Person (contingent or otherwise) with respect to interest rate and currency swaps, caps, floors, collars, hedge agreements,
forward contracts or similar agreements or arrangements; (e) all obligations and other liabilities (contingent or otherwise) of
such Person with respect to letters of credit, bankers’ acceptances or similar facilities, including reimbursement obligations
with respect to the foregoing; (f) all obligations and liabilities of such Person or assumed as the deferred purchase price of
property or services, but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business;
(g) all obligations of the type referred to in (a) through (f) above of another Person the payment of which, in either case, such
Person has assumed or guaranteed or for which such Person is responsible or liable directly or indirectly, jointly or severally,
as obligor, guarantor or otherwise, or which are secured by a lien on such Person’s property; and (h) any and all renewals,
extensions, modifications, replacements, restatements and refundings of, or, any indebtedness or obligation issued in exchange
for, any such indebtedness or obligation of the kind described in clauses (a) through (g) above.


 


“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 3.1; provided, however, that if at any time more than one Person is acting as Trustee
under this Indenture due to the appointment of one or more separate Trustees for any one or more separate series of Securities,
“Indenture” shall mean, with respect to such series of Securities for which any such Person is Trustee, this instrument
as originally executed or 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 and shall include the terms of particular series of Securities for which
such Person is Trustee established as contemplated by Section 3.1, exclusive, however, of any provisions or terms which relate
solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted,
and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered
after such Person had become such Trustee, but to which such person, as such Trustee, was not a party; provided, further
that in the event that this Indenture is supplemented or amended by one or more indentures supplemental hereto which are only applicable
to certain series of Securities, the term “Indenture” for a particular series of Securities shall only include the
supplemental indentures applicable thereto.


 


“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.


 




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“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, repurchase at the option
of the Holder, upon redemption or otherwise.


 


“Non-electing Share” has the
meaning specified in Section 14.9.


 


“Non-Payment Default” has the
meaning specified in Section 15.2.


 


“Notice of Default” means a
written notice of the kind specified in Section 5.1(4).


 


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the President
or a Vice President, and by the principal financial officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant
to Section 10.4 shall be the principal executive, financial or accounting officer of the Company.


 


“Opinion of Counsel” means a
written opinion of counsel, who may be counsel for, or an employee of, the Company, and who shall be reasonably acceptable to the
Trustee.


 


“Original Issue Discount Security”
means any Security that 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 5.2.


 


“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 canceled 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 shall act 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 13.2; and


 


(4) Securities which have been paid pursuant
to Section 3.6 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 5.2, (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
3.1, (C) the principal amount of a Security denominated in one or more non-U.S. dollar 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 3.1, 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 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.


 




    	-5-



    	 



    

 


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


 


“Payment Blockage Notice” has
the meaning specified in Section 15.2.


 


“Payment Default” has the meaning
specified in Section 15.2.


 


“Person” means any individual,
corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency
or political subdivision thereof.


 


“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 as contemplated by Section 3.1.


 


“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 3.6 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.


 


“Record Date” means any Regular
Record Date or Special Record Date.


 


“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 at which it is to be redeemed pursuant to this Indenture.


 


“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 3.1.


 


“Reporting Default” has the
meaning specified in Section 5.2(b).


 


“Representative” means the (a)
indenture trustee or other trustee, agent or representative for any Senior Debt or (b) with respect to any Senior Debt that does
not have any such trustee, agent or other representative, (i) in the case of such Senior Debt issued pursuant to an agreement providing
for voting arrangements as among the holders or owners of such Senior Debt, any holder or owner of such Senior Debt acting with
the consent of the required persons necessary to bind such holders or owners of such Senior Debt and (ii) in the case of all other
such Senior Debt, the holder or owner of such Senior Debt.


 


“Responsible Officer” means,
when used with respect to the Trustee, an officer of the Trustee in the Corporate Trust Office assigned and duly authorized by
the Trustee to administer its corporate trust matters.


 


“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.


 




    	-6-



    	 



    

 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.5.


 


“Senior Debt” means the principal
of, premium, if any, interest (including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding,
whether or not a claim for post-petition interest is allowable as a claim in any such proceeding) and rent payable on or in connection
with, and all fees, costs, expenses and other amounts accrued or due on or in connection with, Indebtedness of the Company, whether
outstanding on the date of this Indenture or thereafter created, incurred, assumed, guaranteed or in effect guaranteed by the Company
(including all deferrals, renewals, extensions or refundings of, or amendments, modifications or supplements to, the foregoing),
unless in the case of any particular Indebtedness the instrument creating or evidencing the same or the assumption or guarantee
thereof expressly provides that such Indebtedness shall not be senior in right of payment to the Securities or expressly provides
that such Indebtedness is “pari passu” or “ junior” to the Securities. Notwithstanding the foregoing,
the term Senior Debt shall not include any Indebtedness of the Company to any Subsidiary of the Company. If any payment made to
any holder of any Senior Debt or its Representative with respect to such Senior Debt is rescinded or must otherwise be returned
by such holder or Representative upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the reinstated
Indebtedness of the Company arising as a result of such rescission or return shall constitute Senior Debt effective as of the date
of such rescission or return.


 


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.


 


“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.


 


“Subsidiary” means a Person
of which at least a majority of the outstanding voting stock having the power to elect a majority of the board of directors of
such Person (in the case of a corporation) is, or of which at least a majority of the equity interests (in the case of a Person
which is not a corporation) are, at the time owned, directly or indirectly, by the Company or by one or more other Subsidiaries,
or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock
or similar interests to the Company which ordinarily has or have voting power for the election of directors or persons performing
similar functions, whether at all times or only so long as no senior class of stock or other interests has or have such voting
power by reason of any contingency.


 


“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”
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.


 




    	-7-



    	 



    

 


“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 1.2 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
Officers’ 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 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.


 


Section 1.3 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, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion
of 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, or in the exercise of reasonable care should know, 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.


 




    	-8-



    	 



    

 


Section 1.4 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. The Trustee shall promptly deliver to
the Company copies of all such instrument or instruments delivered to the Trustee. 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 6.1) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.


 


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 or her the execution thereof. Where such execution is by a signer acting in a capacity
other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her 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 that 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 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, vote, 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 canceled 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 1.6.


 


The Trustee may 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 5.2, (iii) any request to institute proceedings
referred to in Section 5.7(2) or (iv) any direction referred to in Section 5.12, 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 canceled 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 1.6.


 




    	-9-



    	 



    

 


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 1.6, 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.


 


Section 1.5 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 (or by facsimile transmissions, provided that oral confirmation of receipt shall have been
received) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Department, 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, personally delivered or sent via overnight courier 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, Attention: Chief Financial Officer.


 


Section 1.6 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, or delivered by hand or overnight courier, to each Holder affected by such event, at its 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. Neither the failure to mail or deliver by hand or overnight courier any notice, nor any
defect in any notice so mailed or delivered by hand or overnight courier, 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, then such notification as shall
be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


Section 1.7 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 the Trust Indenture 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, which 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.


 




    	-10-



    	 



    

 


Section 1.8 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 1.9 Successors and Assigns.


 


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


 


Section 1.10 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 1.11 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, the holders of Senior
Debt and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.12 Governing Law.


 


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


 


Section 1.13 Legal Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security or the last date on which a Holder has the right to convert a Security at a
particular conversion price or conversion rate, as the case may be, 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 which specifically states that
such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) or, if applicable to
a particular series of Securities, conversion 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, at the Stated Maturity or on such last day for conversion, as the case may be.


 


Section 1.14 Indenture and Securities
Solely Corporate Obligations.


 


No recourse for the payment of the principal
of or premium, if any, or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any
Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder,
employee, agent, officer, or director or subsidiary, as such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue
of the Securities.


 




    	-11-



    	 



    

 


Section 1.15 Indenture May be Executed
in Counterparts.


 


This instrument may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.


 


ARTICLE
2



SECURITY FORMS


 


Section 2.1 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 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, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon 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 3.3 for the authentication and delivery of such Securities.
Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security
referred to therein approved by or pursuant to such Board Resolution.


 


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 2.2 Form of Face of Security.


 


[INSERT ANY LEGEND REQUIRED BY THE INTERNAL
REVENUE CODE AND THE REGULATIONS THEREUNDER.]


 


B. RILEY FINANCIAL, INC.




 





 






 


	NO  __________	$ __________
	 	CUSIP:  __________


 





B. RILEY FINANCIAL, INC., a corporation duly
organized and existing under the laws 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 the Security is
to bear interest prior to Maturity, insert — , and to pay interest thereon from                or
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                
, 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 not so punctually paid
or duly provided for 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].










 




    	-12-



    	 



    

 





[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. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal
or premium which is not paid on demand shall bear interest at the rate of          
% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]
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                
, 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 [if applicable, insert —; provided, however, that at the option of the Company payment
of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register].










 


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 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.


 





	Dated:	_________________	 	B. RILEY FINANCIAL, INC.
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	 
	 	 	 	Title: 	 
	 	 	 	 	 
	ATTEST:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 







  


Section 2.3 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 , 200 (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 and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee, the holders of Senior Debt 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 — , limited in aggregate principal amount to $          
].













 




    	-13-



    	 



    

 





[If applicable, insert — The Securities
of this series are subject to redemption upon not less than [if applicable, insert — 30] 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 [if applicable, insert — on or before              
,        %, and 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 [if applicable, insert — (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 Securities
of this series are subject to redemption upon not less than [if applicable, insert — 30] days’ notice by mail,
(1) on              in any year commencing with the year              
and ending with the year                through
operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on
or after                   ], as a whole
or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning                        
of the years indicated,







  


	
         

        Year
	 	
        Redemption Price
        For

        Redemption Through

        Operation of the
        Sinking 

Fund
	 	Year	 	
        Redemption Price For 

Redemption

        Otherwise Than Through

        Operation of the Sinking 

Fund

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


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 — Notwithstanding
the foregoing, the Company may not, prior to                  ,
redeem any Securities of this series as contemplated by [if applicable, insert — clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.]







 





[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.]


 




    	-14-



    	 



    

 


[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 convertible into
other securities of the Company, specify the conversion features.] The indebtedness evidenced by this Security is, to the extent
and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior
Debt of the Company, and this Security is issued subject to such 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 behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints
the Trustee his attorney-in-fact for any and all such purposes.


 


[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 more than 50% in principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities
of each 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 and 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.


 


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 not less
than a majority in principal amount of the Securities of this 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 reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this 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 its 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.


 




    	-15-



    	 



    

 


The Securities of this series are issuable
only in registered form without coupons in denominations of $ and any integral multiple 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 may 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 neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


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


 


Section 2.4 Form of Legend for Global
Securities.


 


Unless otherwise specified as contemplated
by Section 3.1 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.


 


Section 2.5 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 referred to in the within-mentioned Indenture.


 


	 	________________,
	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Officer


 




    	-16-



    	 



    

 


Section 2.6 Form of Conversion Notice.


 


Conversion notices shall be in substantially
the following form:


To B. RILEY FINANCIAL, INC.:


 


The undersigned owner of this Security hereby
irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof)
below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional
shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder
hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business
on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the
portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of
business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest
Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied
by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the
principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account
of interest accompanies this Security.


 


	Principal Amount to be Converted	 
	(in an integral multiple of $1,000, if less than all)	 
	 	 
	U.S. $____	 
	 	 
	Dated: __________	 
	 	 
	 	Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15.
	 	 
	 	 
	 	Signature Guaranty
	 	 
	Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder.
	 	 	 
	 	 	 
	(Name)	 	Social Security or Other Taxpayer Identification
	 	 	Number
	 	 	 
	 	 	 
	(Address)	 	 
	 	 	 
	 	 	 
	Please print Name and Address	 	 
	(including zip code)	 	 
	 	 	 	 


 


[The above conversion notice is to be modified, as appropriate,
for conversion into other securities or property of the Company.]


 


ARTICLE
3



THE SECURITIES


 


Section 3.1 Amount Unlimited;
Issuable in Series.


 


The aggregate principal amount of Securities
that 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 3.3, set forth, or determined in the manner
provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,


 




    	-17-



    	 



    

 


(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 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant to Section 3.3, 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;


 


(4)the date or dates on which
the principal of any Securities of the series is payable;


 


(5)the rate or rates (which
may be fixed or variable) at which any Securities of the series shall bear interest, if any, the date or dates from which any such
interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any
such interest payable on any Interest Payment Date (or the method for determining the dates and rates);


 


(6)the place or places where
the principal of and any premium and interest on any Securities of the series shall be payable;


 


(7)the period or periods within
which, the price or prices at 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 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 $1,000 and any integral multiple 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 an index 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 or currency units 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 purposes of the definition of “Outstanding” in Section 1.1;


 


(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 or currency units other than that or those in which such Securities are stated to be payable, the currency,
currencies or currency units 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 5.2;


 




    	-18-



    	 



    

 


(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 applicable, that the
Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both
such Sections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution,
the manner in which any election by the Company to defease such Securities shall be evidenced;


 


(16)if applicable, the terms
of any right to convert or exchange Securities of the series into shares of Common Stock of the Company or other securities or
property;


 


(17)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 2.4 and any circumstances in addition to or in lieu of those set
forth in Form of clause (2) of the last paragraph of Section 3.5 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;


 


(18)any addition to or 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 5.2;


 


(19)any addition to or change
in the covenants set forth in Article 10 which applies to Securities of the series;


 


(20)any Authenticating Agents,
Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series,
including, without limitation, exchange rate agents and calculation agents;


 


(21)if applicable, the terms
of any security that will be provided for a series of Securities, including provisions regarding the circumstances under which
collateral may be released or substituted;


 


(22)if applicable, the terms
of any guaranties for the Securities and any circumstances under which there may be additional obligors on the Securities;


 


(23)any addition to or change
in or modification to the subordinated provisions of this Indenture relating to the Securities of that series (including the provisions
of Article 15), or different subordination provisions, including a different definition of “Senior Debt” or “Designated
Senior Debt,” will apply to Securities of the series; and


 


(24)any other terms of the
series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(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 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto.


 




    	-19-



    	 



    

 


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 and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate
setting forth the terms of the series.


 


The Securities shall be subordinated in
right of payment to Senior Debt as provided in Article 15.


 


Section 3.2 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 3.1. 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 $1,000 and any integral multiple thereof.


 


Section 3.3 Execution, Authentication,
Delivery and Dating.


 


The Securities shall be executed on behalf
of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its principal financial
officer, its President or one of its Vice Presidents, attested by its Treasurer, its Secretary or one of its Assistant Treasurers
or Assistant Secretaries. 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 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 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 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 2.1 and 3.1, 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 6.1) shall be fully protected in relying upon, a copy of such Board Resolution, the Officers’
Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating,


 


(1)if the form of such Securities
has been established by or pursuant to Board Resolution as permitted by Section 2.1, 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 Board Resolution as permitted by Section 3.1, that such terms have been established in
conformity with the provisions of this Indenture; and


 


(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.


 




    	-20-



    	 



    

 


Notwithstanding the provisions of Section
3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 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 3.9, 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.


 


Neither the Company nor the Trustee shall
have any responsibility for any defect in the CUSIP number that appears on any Security, check, advice of payment or redemption
notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service
for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers.


 


Section 3.4 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, mimeographed 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.


 


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 3.5 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.


 




    	-21-



    	 



    

 


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 that 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 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 its attorney duly authorized in writing. 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 3.4,
9.6 or 11.7 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 11.3 and ending at the close of business on the day of such mailing, or (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.


 


The provisions of clauses (1), (2), (3)
and (4) 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, 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 (i) has notified the Company that it is unwilling or unable to continue
as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there
shall have occurred and be continuing an Event of Default with respect to such Global Security 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 3.1.


 


(3)Subject to clause (2) above,
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 of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.7 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.


 


Section 3.6 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.


 




    	-22-



    	 



    

 


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.


 


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 3.7 Payment of Interest;
Interest Rights Preserved.


 


Except as otherwise provided as contemplated
by Section 3.1 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.


 


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 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 1.6, 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.


 


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.


 


Subject to the provisions of Section 14.2,
in the case of any Security (or any part thereof) which is converted after any Regular Record Date and on or prior to the next
succeeding Interest Payment Date (other than any Security the principal of (or premium, if any, on) which shall become due and
payable, whether at Stated Maturity or by declaration of acceleration or otherwise prior to such Interest Payment Date), interest
whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion
and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Security
(or any one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as otherwise
expressly provided in the immediately preceding sentence or in Section 14.2, in the case of any Security (or any part thereof)
which is converted, interest whose Stated Maturity is after the date of conversion of such Security (or such part thereof) shall
not be payable.


 


Section 3.8 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 may 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 3.7) 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 3.9 Cancellation.


 


All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. 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 canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held
by the Trustee shall be disposed of in accordance with its customary procedures.


 


Section 3.10 Computation of Interest.


 


Except as otherwise specified as contemplated
by Section 3.1 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.


 


ARTICLE
4



SATISFACTION AND DISCHARGE


 


Section 4.1 Satisfaction and Discharge
of Indenture.


 


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


 




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(1)either


 


(A)all Securities theretofore
authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided
in Section 10.3) have been delivered to the Trustee for cancellation; or


 


(B)all such Securities 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 not theretofore delivered to the Trustee
for cancellation, 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; and


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating
Agent under Section 6.14 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 4.2 and the last paragraph of Section 10.3 shall survive.


 


Section 4.2 Application of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 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.


 


ARTICLE
5



REMEDIES


 


Section 5.1 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 occasioned by the provisions of Article 15 or 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), unless in the Board Resolution, supplemental indenture or Officers’ Certificate establishing such
series, it is provided that such series shall not have the benefit of said Event of Default:


 




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(1)default in the payment
of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period
of 60 days; or


 


(2)default in the payment
of the principal of or any premium 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 that series a written notice specifying such default
or breach and requiring 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 a 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 90 consecutive days; or


 


(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;
or


 


(7)any other Event of Default
provided with respect to Securities of that series in the Board Resolution, supplemental indenture or Officers’ Certificate
establishing that series.


 




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Section 5.2 Acceleration of Maturity;
Rescission and Annulment.


 


(a)Unless the Board Resolution, supplemental
indenture or Officers’ Certificate establishing such series provides otherwise, if an Event of Default (other than an Event
of Default specified in Section 5.1(5) or 5.1(6)) with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of 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 as may be specified by the terms thereof),
and premium, if any, together with accrued and unpaid interest, if any, thereon, to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or
specified amount), and premium, if any, together with accrued and unpaid interest, if any, thereon, shall become immediately due
and payable. If an Event of Default specified in Section 5.1(5) or 5.1(6) with respect to Securities of any series at the time
Outstanding occurs, the principal amount of 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 as may be specified by the terms thereof), and
premium, if any, together with accrued and unpaid interest, if any, thereon, shall automatically, and without any declaration or
other action on the part of the Trustee or any Holder, become immediately due and payable. Any payments by the Company on the Securities
following any such acceleration will be subject to the subordination provisions of Article 15 to the extent provided therein.


 


(b)Notwithstanding the foregoing, at
the election of the Company, the sole remedy with respect to an Event of Default for the failure by the Company to comply with
its obligations under Section 314(a)(1) of the Trust Indenture Act relating to the Company’s failure to file any documents
or reports that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or of its covenants
set forth in Section 7.4 (any such Event of Default, a “Reporting Default”), shall for the first 180 calendar days
after the occurrence of such Reporting Default  consist exclusively of the right to receive
additional interest (the “Additional Interest”) on the Securities at an annual rate equal to (i) 0.25% of the principal
amount of the Securities for the first 90 calendar days after the occurrence of such Reporting Default and (ii) 0.50% of the principal
amount of the Securities from the 91st day to, and including, the 180th day after the occurrence of such Reporting Default. If
the Company so elects, the Additional Interest shall accrue on all Outstanding Securities from and including the date on which
such Reporting Default first occurs until such violation is cured or waived and shall be payable as provided in Section 3.7. On
the 181st day after such Reporting Default (if such violation is not cured or waived prior to such 181st calendar day), then the
Trustee or the Holders of not less than 25% in principal amount of the Outstanding securities may declare the principal of, and
premium, if any, together with accrued and unpaid interest, if any, on all such Securities to be due and payable immediately.


 


If the Company elects to pay the Additional
Interest as the sole remedy for the Reporting Default, the Company shall notify in writing, by a certificate, the Holders, the
Paying Agent and the Trustee of such election at any time on or before the close of business on the first Business Day following
the date on which such Event of Default first occurs. Unless and until a Responsible Officer of the Trustee receives at the Corporate
Trust Office such a certificate, the Trustee may assume without inquiry that Additional Interest is not payable. The Company shall
pay the Additional Interest semi-annually in arrears, with the first semi-annual payment due on the first Interest Payment Date
following the date of such Reporting Default, in the same manner as described on the face of the Security.


 


(c)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 that 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


 




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(2)all Events of Default with
respect to Securities of that series, other than the non-payment of the principal of Securities of that series that have become
due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


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


 


Section 5.3 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 any Security when such interest 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 5.4 Trustee May File Proofs of
Claim.


 


In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee 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 6.7. 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, 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 5.5 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.


 




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Section 5.6 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 under Section 6.7;


 


SECOND: Subject to Article 15, to the payment
of the amounts then due and unpaid for principal of and any premium, if any, and interest 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, if any, and interest, respectively; and


 


THIRD: The balance, if any, to the Company
or any other Person or Persons entitled thereto.


 


Section 5.7 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 at least
25% in aggregate principal amount of the Outstanding Securities of that 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 reasonable indemnity 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 that 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.


 


Section 5.8 Unconditional Right of Holders
to Receive Principal, Premium and Interest and to Convert.


 


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 3.7) interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date), to convert such Securities in accordance with Article 14 to the
extent that such right to convert is applicable to such Security, 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 5.9 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 5.10 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 3.6, 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 5.11 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 (subject to the limitations contained in this Indenture) or by the Holders, as the case may be.


 


Section 5.12 Control by Holders.


 


The Holders of a majority in principal amount
of the Outstanding Securities of any 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 the Trustee shall not have determined that the action so directed
would be unjustly prejudicial to Holders of Securities of that series, or any other series, not taking part in such direction;
and


 


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


 


Section 5.13 Waiver of Past Defaults.


 


The Holders of not less than a majority
in principal amount of the Outstanding Securities of any 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


 


(1)a default in the payment
of the principal of or any premium or interest on any Security of such series as and when the same shall become due and payable
by the terms thereof, otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured
installments of interest, principal and premium, if any, has been deposited with the Trustee), or


 


(2)to the extent such right
is applicable to such Security, a failure by the Company on request to convert any Security into Common Stock; or


 




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(3)in respect of a covenant
or provision hereof which under Article 9 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 5.14 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 Company or in any suit for the enforcement of the right to convert any Security in
accordance with Article 14.


 


Section 5.15 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.


 


ARTICLE
6



THE TRUSTEE


 


Section 6.1 Certain Duties and Responsibilities.


 


The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act. 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.


 


Section 6.2 Notice of Defaults.


 


If a default occurs hereunder with respect
to Securities of any series, 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 except in the case of a default in the payment
of principal of (or premium, if any) or interest on any Securities of such series or in the payment of any sinking fund installment
or any conversion right applicable to Securities of such series, the Trustee shall be protected in withholding such notice if and
so long as a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the holders of Securities of such series; provided, further, however, that
in the case of any default of the character specified in Section 5.1(4) with respect to Securities of such series, no such notice
to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default”
means any event that is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities
of such series.


 




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Except with respect to Section 10.1, the
Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article 10.
In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default or Event of Default
occurring pursuant to Sections 5.1(1), 5.1(2) and 5.1(3) (defaults in payments on the Securities) or (ii) any Default or Event
of Default of which the Trustee shall have received written notification or obtained actual knowledge.


 


Delivery of reports, information and documents
to the Trustee under Section 7.4 is for informational purposes only and the Trustee’s receipt of the foregoing shall not
constitute constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely conclusively
on Officers’ Certificates).


 


Section 6.3 Certain Rights of Trustee.


 


Subject to the provisions of Section 6.1:


 


(1)in the absence of bad faith
on the part of the Trustee, 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) is entitled to and may, in the absence
of bad faith on its part, rely upon an Officers’ Certificate;


 


(4)the Trustee may consult
with counsel and the written 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 reasonable security or indemnity 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; and


 


(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.


 


Section 6.4 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, sufficiency or priority 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.


 




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Section 6.5 May Hold Securities and
Act as Trustee under Other Indentures.


 


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 6.8 and 6.13, 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. Subject to the
limitations imposed by the Trust Indenture Act, nothing in this Indenture shall prohibit the Trustee from becoming and acting as
trustee under other indentures under which other securities, or certificates of interest of participation in other securities,
of the Company are outstanding in the same manner as if it were not Trustee hereunder.


 


Section 6.6 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 6.7 Compensation and Reimbursement.


 


The Company agrees:


 


(1)to pay to the Trustee from
time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust);


 


(2)except as otherwise expressly
provided herein, to reimburse 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
for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith 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 liability in connection with the exercise or performance of any of its powers or duties
hereunder.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 5.1(5) or Section 5.1(6) hereof occurs, the expenses and the compensation
for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration
under any applicable bankruptcy, insolvency, reorganization or similar law.


 


Section 6.8 Conflicting Interests.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act and there is an Event of Default under the Securities of that series, 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.


 




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Section 6.9 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 (or if the Trustee is a member of a bank holding company system, its bank holding company has) a combined
capital and surplus of at least $50,000,000. If any such Person or bank holding company 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 or bank holding company
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.


 


Section 6.10 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 6.11. The Trustee may resign at any time with respect
to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


The Trustee may be removed at any time 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 6.8 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 6.9 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
a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 5.14, any Holder who has been
a bona fide Holder of a Security 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 and the appointment of a successor
Trustee or Trustees.


 


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 6.11. 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 6.11, 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 6.11, the retiring Trustee may petition, or any Holder who has been a bona fide Holder of a Security of such
series for at least six months may petition, on behalf of himself and all others similarly situated, any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 




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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 1.6. Each notice
shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


 


Section 6.11 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, -36- 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.


 


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 6.12 Merger, Conversion, Consolidation
or Succession to Business.


 


Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of
the Trustee (including the administration of the trust created by this Indenture), shall be the successor of the Trustee hereunder,
provided such corporation 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. In the event that any Securities shall not have been authenticated by such predecessor Trustee,
any such successor Trustee may authenticate and deliver such Securities in either its own name or that of a predecessor Trustee,
with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee.


 


Section 6.13 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 6.14 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 3.6, 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 corporation 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 (or if the Authenticating Agent
is a member of a bank holding company system, its bank holding company has) 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.


 


Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation 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 and to the Company. The Trustee 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 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 1.6 to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve. 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.


 




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The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 6.7.


 


If an appointment with respect to one or
more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon, in lieu of 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.


 


	 	By:	 
	 	 	As Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 


ARTICLE
7



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.1 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 the Regular Record Date for each respective series of Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, as the case may
be, or if there is no Regular Record Date for such series of Securities, semi-annually, 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;


 


(3)provided that no
such list need be furnished by the Company to the Trustee so long as the Trustee is acting as Security Registrar.


 


Section 7.2 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 7.1 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 7.1 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 7.3 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.


 




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Reports so required to be transmitted at
stated intervals of not more than 12 months shall be transmitted no later than July 15 in each calendar year, commencing with the
first July 15 after the first issuance of Securities pursuant to this Indenture.


 


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.


 


Section 7.4 Reports by Company.


 


Any information, documents or other reports
that the Company shall file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee
within 15 days after the same is filed with the Commission; provided that any such information, documents or reports filed
or furnished with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system shall be deemed
to be filed with the Trustee as of the time such information, documents or reports are filed or furnished via EDGAR.


 


ARTICLE
8



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 8.1 Company May Consolidate,
etc., Only on Certain Terms.


 


The Company shall not consolidate with or
merge into any other Person (other than a Subsidiary of the Company) (in a transaction in which the Company is not the surviving
corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person (other than a Subsidiary
of the Company), unless:


 


(1)in case the Company shall
consolidate with or merge into another Person (in a transaction in which the Company is not the surviving corporation) or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation
or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety shall be a corporation, limited liability company partnership, trust or other
business entity, shall be organized and validly existing under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities
and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed and
the conversion rights shall be provided for in accordance with Article 14, if applicable, or as otherwise specified pursuant to
Section 3.1, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person
(if other than the Company) formed by such consolidation or into which the Company shall have been merged or by the Person which
shall have acquired the Company’s assets;


 


(2)immediately after giving
effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result
of such transaction as having been incurred by the Company or such Subsidiary at the time of such 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 occurred and be continuing;
and


 


(3)the Company has delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture
comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied
with.


 




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Section 8.2 Successor Substituted.


 


Upon any consolidation 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 8.1, 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
9



SUPPLEMENTAL INDENTURES


 


Section 9.1 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, or successive successions, and the assumption by any such successor of the covenants of the Company
herein and in the Securities in compliance with Article 8; 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


 


(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,
including provisions regarding the circumstances under which Collateral may be released or substituted; or


 


(7)to add or provide for a
guaranty of the Securities or additional obligors on the Securities; or


 


(8)to establish the form or
terms of Securities of any series as permitted by Sections 2.1 and 3.1; or


 




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(9)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 6.11; or


 


(10)to cure any ambiguity,
to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, 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 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 4 and 13, provided that any such action shall not adversely affect the interests of the
Holders of Securities of such series or any other series of Securities in any material respect.


 


Section 9.2 Supplemental Indentures with
Consent of Holders.


 


With the consent of the Holders of a majority
in principal amount of the Outstanding Securities of each 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 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 premium payable upon the redemption thereof, 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 5.2, or change the place of payment 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), or modify the provisions of this Indenture with
respect to the subordination of such  series of Securities in a manner materially adverse
to the Holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or
other securities of the Company, adversely affect the right of Holders to convert any of the Securities of such series other than
as provided in or pursuant to this Indenture, or


 


(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 5.13 or Section 10.8, 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 10.8, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11 and 9.1(8), or


 


(4)if applicable, make any
change that adversely affects the right to convert any security as provided in Article 14 or pursuant to Section 3.1 (except as
permitted by Section 9.1(9)).


 


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. 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.


 




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Section 9.3 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 be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.
The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


Section 9.4 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 9.5 Conformity with Trust Indenture
Act.


 


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


 


Section 9.6 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 authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.


 


Section 9.7 Subordination Unimpaired.


 


No provision in any supplemental indenture
that affects the superior position of the holders of Senior Debt shall be effective against holders of Senior Debt.


 


ARTICLE
10



COVENANTS


 


Section 10.1 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 10.2 Maintenance of Office
or Agency.


 


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, where Securities of that
series may be surrendered for conversion 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. Unless otherwise provided in a supplemental indenture or pursuant to Section
3.1 hereof, the Place of Payment for any series of Securities shall be the Corporate Trust Office of the Trustee.


 




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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.


 


Section 10.3 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, on or prior to each due date of the principal of or any premium or interest
on any Securities of that series, 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.


 


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 a period ending on the earlier of the date that is ten Business Days prior to the date
such money would escheat to the State or 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 each Place of Payment, 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.


 




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Section 10.4 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 Officers’ Certificate,
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. The fiscal year of the Company currently ends on December 31; and the Company will give the Trustee
prompt written notice of any change of its fiscal year.


 


Section 10.5 Existence.


 


Subject to Article 8, the Company will do
or cause to be done all things necessary to preserve and keep in full force and effect its existence.


 


Section 10.6 Maintenance of Properties.


 


The Company will cause all properties used
or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with
all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof,
all as, and to the extent, in the judgment of the Company may be necessary so that the business carried on in connection therewith
may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the Holders.


 


Section 10.7 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 taxes, assessments and governmental charges levied or
imposed upon the Company or upon the income, profits or property of the Company, and (2) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon the property of the Company; 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
(i) whose amount, applicability or validity is being contested in good faith by appropriate proceedings or (ii) if the failure
to pay or discharge would not have a material adverse effect on the assets, business, operations, properties or condition (financial
or otherwise) of the Company and its subsidiaries, taken as a whole.


 


Section 10.8 Waiver of Certain Covenants.


 


Except as otherwise specified as contemplated
by Section 3.1 for Securities of such 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 3.1(19), 9.1(2),
9.1(7), 10.6 or 10.7 for the benefit of the Holders of such series if before the time for such compliance the Holders of at least
a majority in principal amount of the Outstanding Securities of such 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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ARTICLE
11



REDEMPTION OF SECURITIES


 


Section 11.1 Applicability of
Article.


 


Securities of any series that are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
by Section 3.1 for such Securities) in accordance with this Article.


 


Section 11.2 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 3.1 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 45 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 Officers’ Certificate evidencing compliance
with such restriction.


 


Section 11.3 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 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lot, or
in the Trustee’s discretion, on a pro-rata basis, 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. 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 not more than 45 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.


 


If any Security selected for partial redemption
is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities that have been
converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection.


 


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.


 




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Section 11.4 Notice of
Redemption.


 


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is
specified in the Securities to be redeemed, to each Holder of Securities to be redeemed, at its address appearing in the Security
Register.


 


All notices of redemption shall state:


 


(1)the Redemption Date,


 


(2)the Redemption Price (including
accrued interest, if any),


 


(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)in case any Security is
to be redeemed in part only, that on and after the Redemption Date, upon surrender of such Security, the Holder of such Security
will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining
unredeemed,


 


(5)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,


 


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


 


(7)if applicable, the conversion
price or conversion rate, as the case may be, the date on which the right to convert the principal of the Securities or the portions
thereof to be redeemed will terminate, and the place or places where such Securities may be surrendered for conversion,


 


(8)that the redemption is
for a sinking fund, if such is the case, and


 


(9)the CUSIP number or numbers
and/or common codes of the Security being redeemed.


 


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, by the Trustee in the
name and at the expense of the Company and shall be irrevocable.


 


Section 11.5 Deposit of Redemption Price.


 


On or prior to any 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 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.


 


If any Security called for redemption is
converted, any money deposited with the Trustee or with a Paying Agent or so segregated and held in trust for the redemption of
such Security shall (subject to the right of any Holder of such Security to receive interest as provided in the last paragraph
of Section 3.7) be paid to the Company on Company Request, or if then held by the Company, shall be discharged from such trust.


 




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Section 11.6 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 with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 3.1, 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 3.7.


 


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 11.7 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
its 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.


 


ARTICLE
12



SINKING FUNDS


 


Section 12.1 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 3.1 for such Securities.


 


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 12.2. Each sinking fund payment shall be applied to the redemption of Securities as provided
for by the terms of such Securities.


 


Section 12.2 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.


 




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Section 12.3 Redemption of Securities
for Sinking Fund.


 


Not fewer than 60 days prior to each sinking
fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ 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 12.2 and will also deliver to the Trustee any Securities to be so delivered. Not fewer than 30 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 11.3 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 11.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.


 


ARTICLE
13



DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.1 Company’s Option to
Effect Defeasance or Covenant Defeasance.


 


The Company may elect, at its option at
any time, to have Section 13.2 or Section 13.3 applied to any Securities or any series of Securities, as the case may be, designated
pursuant to Section 3.1 as being defeasible pursuant to such Section 13.2 or 13.3, in accordance with any applicable requirements
provided pursuant to Section 3.1 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 3.1 for such Securities.


 


Section 13.2 Defeasance and Discharge.


 


Upon the Company’s exercise of its
option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall
be deemed to have been discharged from its obligations, and the provisions of Article 15 shall cease to be effective, with respect
to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.4 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 13.4 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 3.4, 3.5, 3.6, 10.2 and 10.3, and, if applicable, Article 14,


 


(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 Securities notwithstanding the prior exercise
of its option (if any) to have Section 13.3 applied to such Securities.


 




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Section 13.3 Covenant Defeasance.


 


Upon the Company’s exercise of its
option (if any) to have this Section applied to any Securities or any series of Securities, as the case maybe,


 


(1)the Company shall be released
from its obligations under Sections 10.6 and 10.7 and any covenants provided pursuant to Sections 3.1(19), 9.1(2) or 9.1(7) for
the benefit of the Holders of such Securities,


 


(2)the occurrence of any event
specified in Sections 5.1(4) (with respect to any of Sections 10.6 and 10.7 and any such covenants provided pursuant to Section
3.1(19), 9.1(2) or 9.1(7)) and the occurrence of any Event of Default specified pursuant to Section 3.1, shall be deemed not to
be or result in an Event of Default, and


 


(3)the provisions of Article
15 shall cease to be effective,


 


in each case with respect to such Securities
or series of Securities as provided in this Section on and after the date the conditions set forth in Section 13.4 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 5.1(4) and the occurrence of any Event
of Default specified pursuant to Section 3.1) or Article 15, whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or Article or by reason of any reference in any such Section or Article to any other provision herein
or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 


Section 13.4 Conditions to Defeasance
or Covenant Defeasance.


 


The following shall be the conditions to
the application of Section 13.2 or Section 13.3 to any Securities or any series of Securities, 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 6.9 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 benefits of the Holders of
such Securities,


 


(A)in the case of Securities
of a series denominated in currency of the United States of America,


 


(i)cash in currency of the United
States of America in an amount, or


 


(ii)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, an amount in cash, or


 


(iii)a combination thereof,
or


 


(B)in the case of Securities
of a series denominated in currency other than that of the United States of America,


 


(i)cash in the currency in which
such series of Securities is denominated in an amount, or


 




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(ii)Foreign 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, an amount in cash, or


 


(iii)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.


 


(2)In the event of an election
to have Section 13.2 apply to any Securities or any series of Securities, 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,


 


(C)in either case (A) or
(B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain
or loss for Federal 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 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 13.3 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal
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 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 Officers’ 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 shall
have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) and
(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not
be deemed satisfied until after such 90th day).


 


(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).


 


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


 




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(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)At the time of such deposit,


 


(A)no default in the payment
of any principal of or premium or interest on any Senior Debt shall have occurred and be continuing,


 


(B)no event of default with
respect to any Senior Debt shall have resulted in such Senior Debt becoming, and continuing to be, due and payable prior to the
date on which it would otherwise have become due and payable (unless payment of such Senior Debt has been made or duly provided
for), and


 


(C)no other event of default
with respect to any Senior Debt shall have occurred and be continuing permitting (after notice or lapse of time or both) the holders
of such Senior Debt (or a trustee on behalf of such holders) to declare such Senior Debt due and payable prior to the date on which
it would otherwise have become due and payable.


 


(10)The Company shall have
delivered to the Trustee an Officers’ 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 13.5 Deposited Money, U.S. Government
Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 10.3, all money, U.S. Government Obligations and Foreign Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other
trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 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. Money, U.S. Government
Obligations and Foreign Government Obligations so held in trust shall not be subject to the provisions of Article 15.


 


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 or Foreign Government
Obligations deposited pursuant to Section 13.4 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, U.S. Government
Obligations or Foreign Government Obligations held by it as provided in Section 13.4 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 13.6 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 13.2 or 13.3 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 13.5 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
14



CONVERSION OF SECURITIES


 


Section 14.1 Applicability of Article.


 


The provisions of this Article shall be
applicable to the Securities of any series which are convertible into shares of Common Stock of the Company, and the issuance of
such shares of Common Stock upon the conversion of such Securities, except as otherwise specified as contemplated by Section 3.1
for the Securities of such series.


 


Section 14.2 Exercise of Conversion Privilege.


 


In order to exercise a conversion privilege,
the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency
maintained for that purpose pursuant to Section 10.2, accompanied by a duly executed conversion notice to the Company substantially
in the form set forth in Section 2.6 stating that the Holder elects to convert such Security or a specified portion thereof. Such
notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate
or certificates for shares of Common Stock, which shall be issuable on such conversion, shall be issued. Securities surrendered
for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer
in forms satisfactory to the Company  and the Trustee duly executed by the Holder or its attorney
duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close
of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities
or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending
at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted,
and such interest shall be payable to such Holder notwithstanding the conversion of such Security, subject to the provisions of
Section 3.7 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such
notice and of any payment required pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the
manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth
the terms of such series of Security, and the surrender of such Security in accordance with such reasonable regulations as the
Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered,
to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon
the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’
Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise
issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business
on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the
Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security
and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall
be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior
to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall
cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company
shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented
thereby. Except as set forth above and subject to the final paragraph of Section 3.7, no payment or adjustment shall be made upon
any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account
of any dividends on the Common Stock of the Company issued upon such conversion.


 




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In the case of any Security which is converted
in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations,
in aggregate principal amount equal to the unconverted portion of such Security.


 


Section 14.3 No Fractional Shares.


 


No fractional share of Common Stock of the
Company shall be issued upon conversions of Securities of any series. If more than one Security shall be surrendered for conversion
at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis
of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered.
If, except for the provisions of this Section 14.3, any Holder of a Security or Securities would be entitled to a fractional share
of Common Stock of the Company upon the conversion of such Security or Securities, or specified portions thereof, the Company shall
pay to such Holder an amount in cash equal to the current market value of such fractional share computed, (i) if such Common Stock
is listed or admitted to unlisted trading privileges on a national securities exchange or market, on the basis of the last reported
sale price regular way on such exchange or market on the last trading day prior to the date of conversion upon which such a sale
shall have been effected, or (ii) if such Common Stock is not at the time so listed or admitted to unlisted trading privileges
on a national securities exchange or market, on the basis of the average of the bid and asked prices of such Common Stock in the
over-the-counter market, on the last trading day prior to the date of conversion, as reported by the National Quotation Bureau,
Incorporated or similar organization if the National Quotation Bureau, Incorporated is no longer reporting such information, or
if not so available, the fair market price as determined by the Board of Directors. For purposes of this Section, “trading
day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which the Common Stock is not
traded on the principal exchange or market on which the Common Stock is then traded or quoted.


 


Section 14.4 Adjustment of Conversion
Price or Conversion Rate.


 


The conversion price or conversion rate,
as the case may be, of Securities of any series that is convertible into Common Stock of the Company shall be adjusted for any
stock dividends, stock splits, reclassifications, combinations or similar transactions in accordance with the terms of the supplemental
indenture or Board Resolutions setting forth the terms of the Securities of such series.


 


Whenever the conversion price or conversion
rate, as the case may be, is adjusted, the Company shall compute the adjusted conversion price or conversion rate, as the case
may be, in accordance with terms of the applicable Board Resolution or supplemental indenture and shall prepare an Officers’
Certificate setting forth the adjusted conversion price or conversion rate, as the case may be, and showing in reasonable detail
the facts upon which such adjustment is based, and such certificate shall forthwith be filed at each office or agency maintained
for the purpose of conversion of Securities pursuant to Section 10.2 and, if different, with the Trustee. The Company shall forthwith
cause a notice setting forth the adjusted conversion price or conversion rate, as the case may be, to be mailed, first class postage
prepaid, to each Holder of Securities of such series at its  address appearing on the Security
Register and to any conversion agent other than the Trustee.


 


Section 14.5 Notice of Certain Corporate
Actions.


 


In case:


 


(1)the Company shall declare
a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than
a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section
14.4; or


 




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(2)the Company shall authorize
the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or
purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders
of the Company is required); or


 


(3)of any reclassification
of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any
consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company
is required), or of the sale of all or substantially all of the assets of the Company; or


 


(4)of the voluntary or involuntary
dissolution, liquidation or winding up of the Company;


 


then the Company shall cause to be filed with
the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register,
at least 20 days (or 10 days in any case specified in clause (1) or (2) above) prior to the applicable record date hereinafter
specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights,
options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification,
consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date
as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution,
liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith
be filed by the Company with the Trustee.


 


Section 14.6 Reservation of Shares of
Common Stock.


 


The Company shall at all times reserve and
keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the
conversion of Securities, the full number of shares of Common Stock of the Company then issuable upon the conversion of all outstanding
Securities of any series that has conversion rights.


 


Section 14.7 Payment of Certain Taxes
upon Conversion.


 


Except as provided in the next sentence,
the Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of its Common Stock on
conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of shares of its Common Stock in a name other than that of the Holder of the
Security or Securities to be converted, and no such issue or delivery shall be made unless and until the person requesting such
issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax
has been paid.


 


Section 14.8 Nonassessability.


 


The Company covenants that all shares of
its Common Stock that may be issued upon conversion of Securities will upon issue in accordance with the terms hereof be duly and
validly issued and fully paid and nonassessable.


 




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Section 14.9 Provision in Case of Consolidation,
Merger or Sale of Assets.


 


In case of any consolidation or merger of
the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger which does
not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company)
or any conveyance, sale, transfer or lease of all or substantially all of the assets of the Company, the Person formed by such
consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each Security of a series then Outstanding that is convertible into
Common Stock of the Company shall have the right thereafter (which right shall be the exclusive conversion right thereafter available
to said Holder), during the period such Security shall be convertible, to convert such Security only into the kind and amount of
securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by a holder
of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to
such consolidation, merger, conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company (i) is not
a Person with which the Company consolidated or merged with or into or which merged into or  with
the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”),
or an Affiliate of a Constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided
that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale,
transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation,
merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of which
such rights of election shall not have been exercised (“Non-electing Share”), then for the purpose of this Section
14.9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer
or lease by the holders of each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality
of the Non-electing Shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective
date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this
Article or in accordance with the terms of the supplemental indenture or Board Resolutions setting forth the terms of such adjustments.
The above provisions of this Section 14.9 shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers
or leases. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Security
of a series that is convertible into Common Stock of the Company as provided in Section 1.6 promptly upon such execution.


 


Neither the Trustee nor any conversion agent,
if any, shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture
relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Securities
of a series convertible into Common Stock of the Company upon the conversion of their Securities after any such consolidation,
merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness
of any such provisions, and shall be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall
cause to be furnished to the Trustee upon request.


 


Section 14.10 Duties of Trustee Regarding
Conversion.


 


Neither the Trustee nor any conversion agent
shall at any time be under any duty or responsibility to any Holder of Securities of any series that is convertible into Common
Stock of the Company to determine whether any facts exist which may require any adjustment of the conversion price or conversion
rate, as the case may be, or with respect to the nature or extent of any such adjustment when made, or with respect to the method
employed, whether herein or in any supplemental indenture, any resolutions of the Board of Directors or written instrument executed
by one or more officers of the Company provided to be employed in making the same. Neither the Trustee nor any conversion agent
shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock of the Company,
or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities and neither
the Trustee nor any conversion agent makes any representation with respect thereto. Subject to the provisions of Section 6.1, neither
the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares
of its Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of
conversion or to comply with any of the covenants of the Company contained in this Article 14 or in the applicable supplemental
indenture, resolutions of the Board of Directors or written instrument executed by one or more duly authorized officers of the
Company.


 


Section 14.11 Repayment of Certain
Funds upon Conversion.


 


Any funds which at any time shall have been
deposited by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the principal of,
and premium, if any, and interest, if any, on any of the Securities (including, but not limited to, funds deposited for the sinking
fund referred to in Article 12 hereof and funds deposited pursuant to Article 13 hereof) and which shall not be required for such
purposes because of the conversion of such Securities as provided in this Article 14 shall after such conversion be repaid to the
Company by the Trustee upon the Company’s written request.


 




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ARTICLE
15



SUBORDINATION OF SECURITIES


 


Section 15.1 Agreement of Subordination.


 


Except as otherwise provided in a supplemental
indenture or pursuant to Section 3.1, the Company covenants and agrees, and each Holder of Securities issued hereunder by its acceptance
thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article 15; and each
Person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to
be bound by such provisions.


 


The payment of the principal of, premium,
if any, and interest on all Securities (including, but not limited to, the redemption price with respect to the Securities called
for redemption in accordance with Article 11 as provided in the Indenture) issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Debt, whether
outstanding at the date of this Indenture or thereafter incurred.


 


No provision of this Article 15 shall prevent
the occurrence of any default or Event of Default hereunder.


 


Section 15.2 Payments to Holders.


 


No payment shall be made with respect to
the principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect
to the Securities to be called for redemption in accordance with Article 11 as provided in the Indenture), except payments and
distributions made by the Trustee as permitted by the first or second paragraph of Section 15.5, if:


 


(i)a default in the payment
of principal, premium, if any, interest, rent or other obligations due on any Senior Debt occurs and is continuing (or, in the
case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace,
if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”), unless and until such
default shall have been cured or waived or shall have ceased to exist; or


 


(ii)a default, other than a
Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt
to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a holder
of Designated Senior Debt, a Representative of Designated Senior Debt or the Company (a “Non-Payment Default”).


 


If the Trustee receives any Payment Blockage
Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless
and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice.
No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall
be, or be made, the basis for a subsequent Payment Blockage Notice.


 


The Company may and shall resume payments
on and distributions in respect of the Securities upon the earlier of:


 


(2)in the case of any Payment
Default, the date upon which the Payment Default is cured or waived or ceases to exist, or


 




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(3)in the case of a Non-Payment
Default, the earlier of (a) the date upon which such Non-Payment Default is cured, waived or ceases to exist or (b) 179 days after
the date on which the applicable Payment Blockage Notice is received by the Trustee,


 


unless this Article 15 otherwise prohibits
the payment or distribution at such time.


 


Upon any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up
or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, reorganization,
liquidation, receivership or other proceedings, or upon an assignment for the benefit of creditors or any marshalling of the assets
and liabilities of the Company, or otherwise, all amounts due or to become due upon all Senior Debt shall first be paid in full
in cash or other payment satisfactory to the holders of such Senior Debt, or payment thereof in accordance with its terms provided
for in cash or other payment satisfactory to the holders of such Senior Debt, before any payment is made on account of the principal
of, premium, if any, or interest on the Securities (except payments made pursuant to Article 4 from monies deposited with the Trustee
pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation, reorganization, assignment
for the benefit of creditors or the marshalling of assets and liabilities of the Company); and upon any such dissolution, winding-up,
liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company or
bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would
be entitled, except for the provision of this Article 15, shall (except as aforesaid) be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the
Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to
such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court
order) or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior
Debt in full, in cash or other payment satisfactory to the holders of such Senior Debt, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Debt, before any payment or distribution or provision therefor is made to the Holders
of the Securities or to the Trustee.


 


For purposes of this Article 15, the words,
“cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of
which is subordinated at least to the extent provided in this Article 15 with respect to the Securities to the payment of all Senior
Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new corporation, if any,
resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are
not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by
such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation
or the liquidation or dissolution of the Company  following the conveyance or transfer of
its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for
in Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.2
if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article 8.


 


In the event of the acceleration of the
Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities
in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price
with respect to the Securities called for redemption in accordance with Article 11 as provided in the Indenture), except payments
and distributions made by the Trustee as permitted by the first or second paragraph of Section 15.5, until all Senior Debt has
been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance
with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Debt of the acceleration.


 




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In the event that, notwithstanding the foregoing
provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities
(including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or
the Holders of the Securities before all Senior Debt is paid in full in cash or other payment satisfactory to the holders of such
Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to
the holders of such Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over
or delivered to the holders of Senior Debt or their Representative or Representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may
appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary
to pay all Senior Debt in full in cash or other payment satisfactory to the holders of such Senior Debt, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior Debt.


 


Nothing in this Section 15.2 shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 6.7. This Section 15.2 shall be subject to the further provisions
of Section 15.5.


 


Section 15.3 Subrogation of Securities.


 


Subject to the payment in full of all Senior
Debt, the rights of the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the
holders of such Senior Debt pursuant to the provisions of this Article 15 (equally and ratably with the holders of all indebtedness
of the Company which by its express terms is subordinated to other 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 Senior Debt to
receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal,
premium, if any, and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Debt 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 15, and no payment over pursuant to the provisions of this
Article 15, to or for the benefit of the holders of Senior Debt by Holders of the Securities or the Trustee, shall, as between
the Company, its creditors other than holders of Senior Debt, and the Holders of the Securities, be deemed to be a payment by the
Company to or on account of the Senior Debt; and no payments or distributions of cash, property or securities to or for the benefit
of the Holders of the Securities pursuant to the subrogation provisions of this Article 15, which would otherwise have been paid
to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood
that the provisions of this Article 15 are and are intended solely for the purposes of defining the relative rights of the Holders
of the Securities, on the one hand, and the holders of the Senior Debt, on the other hand.


 


Nothing contained in this Article 15 or
elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than
the holders of Senior Debt, and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same
shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders
of the Securities and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein or therein
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 15 of the holders of Senior Debt in respect of cash, property
or securities of the Company received upon the exercise of any such remedy.


 


Upon any payment or distribution of assets
of the Company referred to in this Article 15, the Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities
shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the securities,
for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other
indebtedness of the Company, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article 15.


 




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Section 15.4 Authorization to Effect
Subordination.


 


Each Holder of a Security by the holder’s
acceptance thereof authorizes and directs the Trustee on the holder’s behalf to take such action as may be necessary or appropriate
to effectuate the subordination as provided in this Article 15 and appoints the Trustee to act as the holder’s attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any
proceeding referred to in Section 5.4 hereof at least 30 days before the expiration of the time to file such claim, the holders
of any Senior Debt or their representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders
of the Securities.


 


Section 15.5 Notice to Trustee.


 


The Company shall give prompt written notice
in the form of an Officers’ Certificate to a Responsible Officer of the Trustee and to any Paying Agent of any fact known
to the Company which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of
the Securities pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 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 of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15, unless
and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the
Company (in the form of an Officers’ Certificate) or a Representative or a holder or holders of Senior Debt or from any trustee
therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled
in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to
the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the
payment of the principal of, or premium, if any, or interest on any Security) the Trustee shall not have received, with respect
to such monies, the notice provided for in this Section 15.5, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.


 


Notwithstanding anything in this Article
15 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section
4.1, and any such payment shall not be subject to the provisions of Section 15.1 or 15.2.


 


The Trustee, subject to the provisions of
Section 6.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself
to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative
or a holder of Senior Debt or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any
payment or distribution to or on behalf of a holder of Senior Debt pursuant to this Article 15 unless it has received satisfactory
evidence as to the amount of Senior Debt 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 15.


 


Section 15.6 Trustee’s Relation
to Senior Debt.


 


The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article 15 in respect of any Senior Debt at any time held by it, to the same extent
as any other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.


 


With respect to the holders of Senior Debt,
the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this
Article 15, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and, subject to the
provisions of Section 6.1, the Trustee shall not be liable to any holder of Senior Debt (i) for any failure to make any payments
or distributions to such holders or (ii) if it shall pay over or deliver to Holders of Securities, the Company or any other Person
money or assets to which any holder of Senior Debt shall be entitled by virtue of this Article 15 or otherwise.


 




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Section 15.7 No Impairment of Subordination.


 


No right of any present or future holder
of any Senior Debt 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 noncompliance
by the Company, the Trustee or any Holder of Securities with the terms, provisions and covenants of this Indenture, regardless
of any knowledge thereof which any such holder may have or otherwise be charged with.


 


Section 15.8 Certain Conversions/Exchanges
Deemed Payment.


 


For the purposes of this Article 15 only,
(1) the issuance and delivery of junior securities upon conversion or exchange of Securities in accordance with Article 14 or otherwise
(except upon conversion of the Securities in accordance with their terms) shall not be deemed to constitute a payment or distribution
on account of the principal of (or premium, if any) or interest on Securities or on account of the purchase or other 
acquisition of Securities, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares
pursuant to Section 14.3), property or securities (other than junior securities) upon conversion or exchange of a Security shall
be deemed to constitute payment on account of the principal of such Security. For the purposes of this Section 15.8, the term “junior
securities” means (a) shares of any stock of any class of the Company, or (b) securities of the Company which are subordinated
in right of payment to all Senior Debt which may be outstanding at the time of issuance or delivery of such securities to substantially
the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. Nothing contained
in this Article 15 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its
creditors other than holders of Senior Debt and the Holders of Securities, the right, which is absolute and unconditional, of the
Holder of any Security to convert such Security in accordance with Article 14.


 


Section 15.9 Article Applicable to Paying
Agents.


 


If 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 (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 the first paragraph of Section 15.5 shall not apply to the Company or any Affiliate of the
Company if the Company or such Affiliate acts as Paying Agent. The Trustee shall not be responsible for the actions or inactions
of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control of any funds held
by such other Paying Agents.


 


Section 15.10 Senior Debt Entitled to
Rely.


 


The holders of Senior Debt (including, without
limitation, Designated Senior Debt) shall have the right to rely upon this Article 15, and no amendment or modification of the
provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.


 


Section 15.11 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 and the Holders shall be entitled to rely upon any order or decree entered
by any court of competent jurisdiction in which such dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshalling of assets and liabilities of the Company or bankruptcy, insolvency, receivership or other like proceeding
is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of
creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose
of ascertaining the persons entitled to participate in such payment or distribution, the holders of Senior Debt 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.


 




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Section 15.12 Trust Monies Not Subordinated.


 


Notwithstanding anything contained herein
to the contrary, payments from money, U.S. Government Obligations and/or Foreign Government Obligations held in trust under Article
4 or Article 13 by the Trustee for the payment of the principal of, premium, if any, and interest on the Securities shall not be
subordinated to the prior payment in full of any Senior Debt of the Company or subject to the restrictions set forth in this Article
15, and none of the Holders shall be obligated to pay over any such amount to the Company or any holder of Senior Debt of the Company
or any other creditor of the Company.


 


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


 


	
         

        
	B. RILEY FINANCIAL, INC.
	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title: