Exhibit 4.1


 


OMEROS CORPORATION


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


as Trustee


 





 



 


INDENTURE


 


Dated as of August 14, 2020


 





 



 


SENIOR 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.	7
	Section 1.3 Form of Documents Delivered to Trustee.	8
	Section 1.4 Acts of Holders; Record Dates.	8
	Section 1.5 Notices, etc., to Trustee and Company.	9
	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.	10
	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.	12
	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.	13
	Section 2.3 Form of Reverse of Security.	15
	Section 2.4 Form of Legend for Global Securities.	18
	Section 2.5 Form of Trustee’s Certificate of Authentication.	19
	Section 2.6 Form of Conversion Notice.	19
	 	 
	Article 3
    THE SECURITIES	20
	 	 
	Section 3.1 Amount Unlimited; Issuable in Series.	20
	Section 3.2 Denominations.	23
	Section 3.3 Execution, Authentication, Delivery and Dating.	23
	Section 3.4 Temporary Securities.	24
	Section 3.5 Registration; Registration of Transfer and Exchange.	25
	Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.	27
	Section 3.7 Payment of Interest; Interest Rights Preserved.	27
	Section 3.8 Persons Deemed Owners.	28
	Section 3.9 Cancellation.	29
	Section 3.10 Computation of Interest.	29
	 	 
	Article 4
    SATISFACTION AND DISCHARGE	29
	 	 
	Section 4.1 Satisfaction and Discharge of Indenture.	29
	Section 4.2 Application of Trust Money.	30



 






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	Article 5
    REMEDIES	30
	 	 
	Section 5.1 Events of Default.	30
	Section 5.2 Acceleration of Maturity; Rescission and Annulment.	32
	Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.	33
	Section 5.4 Trustee May File Proofs of Claim.	33
	Section 5.5 Trustee May Enforce Claims Without Possession of Securities.	34
	Section 5.6 Application of Money Collected.	34
	Section 5.7 Limitation on Suits.	34
	Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.	35
	Section 5.9 Restoration of Rights and Remedies.	35
	Section 5.10 Rights and Remedies Cumulative.	35
	Section 5.11 Delay or Omission Not Waiver.	36
	Section 5.12 Control by Holders.	36
	Section 5.13 Waiver of Past Defaults.	36
	Section 5.14 Undertaking for Costs.	36
	Section 5.15 Waiver of Usury, Stay or Extension Laws.	37
	 	 
	Article 6
    THE TRUSTEE	37
	 	 
	Section 6.1 Certain Duties and Responsibilities.	37
	Section 6.2 Notice of Defaults.	39
	Section 6.3 Certain Rights of Trustee.	40
	Section 6.4 Not Responsible for Recitals or Issuance of Securities.	41
	Section 6.5 May Hold Securities and Act as Trustee under Other Indentures.	41
	Section 6.6 Money Held in Trust.	41
	Section 6.7 Compensation and Reimbursement.	41
	Section 6.8 Conflicting Interests.	42
	Section 6.9 Corporate Trustee Required; Eligibility.	42
	Section 6.10 Resignation and Removal; Appointment of Successor.	43
	Section 6.11 Acceptance of Appointment by Successor.	44
	Section 6.12 Merger, Conversion, Consolidation or Succession to Business.	45
	Section 6.13 Preferential Collection of Claims Against Company.	46
	Section 6.14 Appointment of Authenticating Agent.	46
	 	 
	Article 7
    HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	47
	 	 
	Section 7.1 Company to Furnish Trustee Names and Addresses of Holders.	47
	Section 7.2 Preservation of Information; Communications to Holders.	47
	Section 7.3 Reports by Trustee.	48
	Section 7.4 Reports by Company.	48
	 	 
	Article 8
    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	49
	 	 
	Section 8.1 Company May Consolidate, etc., Only on Certain Terms.	49
	Section 8.2 Successor Substituted.	49



 






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	Article 9
    SUPPLEMENTAL INDENTURES	50
	 	 
	Section 9.1 Supplemental Indentures Without Consent of Holders.	50
	Section 9.2 Supplemental Indentures with Consent of Holders.	51
	Section 9.3 Execution of Supplemental Indentures.	52
	Section 9.4 Effect of Supplemental Indentures.	52
	Section 9.5 Conformity with Trust Indenture Act.	52
	Section 9.6 Reference in Securities to Supplemental Indentures.	53
	 	 
	Article 10
    COVENANTS	53
	 	 
	Section 10.1 Payment of Principal, Premium and Interest.	53
	Section 10.2 Maintenance of Office or Agency.	53
	Section 10.3 Money for Securities Payments to be Held in Trust.	53
	Section 10.4 Statement by Officers as to Default.	54
	Section 10.5 Existence.	55
	Section 10.6 Waiver of Certain Covenants.	55
	 	 
	Article 11
    REDEMPTION OF SECURITIES	55
	 	 
	Section 11.1 Applicability of Article.	55
	Section 11.2 Election to Redeem; Notice to Trustee.	55
	Section 11.3 Selection by Trustee of Securities to Be Redeemed.	56
	Section 11.4 Notice of Redemption.	56
	Section 11.5 Deposit of Redemption Price.	57
	Section 11.6 Securities Payable on Redemption Date.	58
	Section 11.7 Securities Redeemed in Part.	58
	 	 
	Article 12
    SINKING FUNDS	58
	 	 
	Section 12.1 Applicability of Article.	58
	Section 12.2 Satisfaction of Sinking Fund Payments with Securities.	59
	Section 12.3 Redemption of Securities for Sinking Fund.	59
	 	 
	Article 13
    DEFEASANCE AND COVENANT DEFEASANCE	59
	 	 
	Section 13.1 Company’s Option to Effect Defeasance or Covenant Defeasance.	59
	Section 13.2 Defeasance and Discharge.	60
	Section 13.3 Covenant Defeasance.	60
	Section 13.4 Conditions to Defeasance or Covenant Defeasance.	61
	Section 13.5 Deposited Money, U.S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions.	63
	Section 13.6 Reinstatement.	63
	 	 
	Article 14
    CONVERSION OF SECURITIES	63
	 	 
	Section 14.1 Applicability of Article.	63
	Section 14.2 Exercise of Conversion Privilege.	64
	Section 14.3 No Fractional Shares.	65
	Section 14.4 Adjustment of Conversion Price or Conversion Rate.	65
	Section 14.5 Notice of Certain Corporate Actions.	66
	Section 14.6 Reservation of Shares of Common Stock.	66
	Section 14.7 Payment of Certain Taxes upon Conversion.	66
	Section 14.8 Nonassessability.	67
	Section 14.9 Provision in Case of Consolidation, Merger or Sale of Assets.	67
	Section 14.10 Duties of Trustee Regarding Conversion.	68
	Section 14.11 Repayment of Certain Funds upon Conversion.	68



 






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Certain Sections of this Indenture relating to Sections 310
through 318, 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.


 






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INDENTURE, dated as of August 14, 2020, between Omeros Corporation,
a corporation duly organized and existing under the laws of the State of Washington (herein called the “Company”),
having its principal executive office at 201 Elliott Avenue West, Seattle, Washington 98119, and Wells Fargo Bank, National Association,
a national banking association organized and existing under the laws of the United States, 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 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.


 


“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.


 






    1


     


    

 


“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.


 


“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 which at any time its corporate trust business in respect of this Indenture
shall be administered, which office at the date hereof is located at 600 South Fourth Street,
6th Floor Minneapolis, Minnesota 55415, Attention: Corporate Trust Services – Omeros Corp. Administrator, and, for Agent
services, such office shall also mean the office or agency of the Trustee located, as of the date of this Indenture, at Corporate
Trust Operations, MAC N9300-070, 600 South Fourth Street, Minneapolis, Minnesota 55415, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Company, or the designated corporate
trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice
to the Holders and the Company).


 






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“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.


 


“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.


 


“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 nations from time to time members 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 nations
from time to time members of the European Union established by the Treaty of European Union, signed at Maastricht on February 2,
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 or 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.


 


“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).


 






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


 


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


 


“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.


 


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


 


“Officers’ Certificate”
means a certificate signed by (i) the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the President
or a Vice President, and by (ii) 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.


 






    4


     


    

 


“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.


 


“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.


 


“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.


 






    5


     


    

 


“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.


 


“Responsible Officer” means,
when used with respect to the Trustee, any officer of the Trustee within the Corporate Trust Department including any vice president,
assistant vice president, trust officer or any other officer of such Trustee or Paying Agent, as the case may be, who customarily
performs functions similar to those performed by the Persons who at the time shall be such officers who shall have direct responsibility
for the administration of this Indenture or any other officer of such Trustee or Paying Agent, as the case may be, to whom any
corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject.


 


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


 


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


 


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


 


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Company 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 more than 50% 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 more than 50% 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 a combination of the
Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock or other
similar interests 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.


 






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“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.


 


“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 an Officers’
Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with, 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, a statement that each individual signing
such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;


 


(1)       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;


 


(2)       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


 


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


 






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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.


 


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.


 






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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.


 


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 and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), email
or other electronic methods, or overnight air courier guaranteeing next day delivery, (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: Omeros
Corporation Administrator, or


 






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(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.


 


(3)               the
Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf,
facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received
an incumbency certificate listing Persons designated to give such instructions or directions and containing specimen
signatures of such designated persons, which incumbency certificate shall be amended and replaced whenever a Person is to be
added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or
instructions by a similar electronic method), the Trustee’s understanding of such instructions shall be deemed
controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the
Trustee’s reliance upon and compliance with such instructions notwithstanding that such instructions may conflict or
are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such
electronic methods to submit instructions and directions to the Trustee, including the risk of the Trustee acting on
unauthorized instructions, and the risk of interception and misuse by third parties.


 


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; provided, however, that notices given to Holders of any Global Note may
be given through the facilities of the Depositary therefor (and notice provided in such manner will be deemed to be “written”
notice and to satisfy any requirement in this Indenture or the Notes to “mail” notice to the applicable Holder). 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 as acceptable to 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.


 


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.


 






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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 and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.12 Governing Law and Consent
to Jurisdiction.


 


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


 


THE
COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE JURISDICTION OF THE SUPREME COURT
OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW
YORK, AND ANY APPELLATE COURT THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND ANY OF
THE NOTES, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO
THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH
PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS INDENTURE SHALL AFFECT ANY
RIGHT THAT THE TRUSTEE, ITS AGENTS OR ANY HOLDER OTHERWISE HAS TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS INDENTURE
AGAINST THE COMPANY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION TO ENFORCE ANY JUDGMENT, ORDER OR PROCESS ENTERED BY
SUCH COURTS SITUATED WITHIN THE STATE OF NEW YORK OR TO ENJOIN ANY VIOLATIONS HEREOF OR FOR RELIEF ANCILLARY HERETO OR
OTHERWISE TO COLLECT ON SECURITIES OR ENFORCE THE PAYMENT OF ANY securities OR TO ENFORCE, PROTECT OR MAINTAIN THEIR RIGHTS
AND CLAIMS OR FOR ANY OTHER LAWFUL PURPOSE. THE COMPANY FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE
TRUSTEE, ITS AGENTS OR ANY HOLDER, IF BROUGHT BY THE COMPANY, SHALL BE BROUGHT ONLY IN NEW YORK STATE OR, TO THE EXTENT
PERMITTED BY LAW, IN SUCH FEDERAL COURT.


 


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.


 






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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, shareholder,
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.


 


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.
The exchange of copies of this Indenture and of signature pages by facsimile, or PDF shall constitute effective execution and delivery
of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the
parties hereto transmitted by facsimile, or PDF shall be deemed to be their original signatures for all purposes.


 


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.


 






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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.]


 


	OMEROS CORPORATION
	NO.	 	$________
	 	CUSIP:_____________


 


Omeros Corporation, a corporation duly
organized and existing under the laws of Washington (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].


 



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[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:	OMEROS CORPORATION
	 	 
	 	By: 	                            
	 	Title: 	 
	 	 	 
	ATTEST:  	 	 	 



 






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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________, 20 (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 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 $________].


 


[If applicable, insert — The Securities
of this series are subject to redemption upon not less than [if applicable, insert — 30] days’ notice by mail or electronically,
[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, %, 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 or electronically, (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,


 






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	Year	Redemption Price for Redemption Through Operation of the Sinking Fund	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.]


 


[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.]


 






    16


     


    

 


[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 25% 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 security or indemnity satisfactory
to the Trustee against any loss, cost, liability or expense to be incurred therein or thereby, 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.


 






    17


     


    

 


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.


 


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


 


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


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee 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.


 






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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 Signatory




 


Section 2.6 Form of Conversion Notice.


 


Unless otherwise as contemplated by Section
3.1, or in a supplemental indenture for the Securities evidenced hereby, conversion notices shall be in substantially the following
form:


 


To Omeros Corporation:


 


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 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, stockbrokers, 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
	 	 








    19


     


    

 


Fill in for registration of shares of Common
Stock and Security if to be issued otherwise than to the registered Holder.


 


	 	 
	(Name)	 
	 	 
	 	 
	Please
    print Name and Address	 
	(including
    zip code)	 
	 	 
	 	 
	Social
    Security or Other Taxpayer	 
	Identification
    Number	 




 


[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,


 


(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, Section 3.5, Section 3.6, Section 9.6 or Section 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;


 






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(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 and, whether the Company or the Holder thereof may elect payment to be made in a different currency;


 


(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;


 






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(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 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 deletion of, 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 deletion of, 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 any 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; and


 


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


 






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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.


 


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 Section 2.1 and Section 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


 






    23


     


    

 



 


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


 


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


 


Notwithstanding the provisions of Section
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.


 


The Trustee shall not have any responsibility
for any acts or failures to act by the Depositary.


 


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.


 






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


 


Section 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.


 


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.


 






    25


     


    

 


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, Section 9.6 or Section 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 sending 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 electronic transmission, 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, Section 3.6, Section 9.6 or Section 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.


 


(5)              
Notwithstanding anything herein to the contrary, neither the Trustee nor the Note Registrar shall be responsible for ascertaining
whether any transfer complies with the registration provisions of or exemptions from the Securities Act, applicable state securities
laws or other applicable federal or state laws.


 






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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.


 


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 or in a supplemental indenture 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.


 






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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 Company 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 Company shall promptly notify the Trustee 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).


 


(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.


 


Section 3.8 Persons Deemed Owners.


 


Prior to due presentment of a Security for
registration of transfer or exchange or at maturity, 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.


 






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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


 


(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
irrevocably 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



 






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		(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 irrevocably deposited or caused to be irrevocably 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 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:


 


(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 30 days; or


 






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


 


(6)              
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


 


(7)              
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


 


(8)              
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.


 


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 Section 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 aggregate 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 Section 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.


 


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



 


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



 


		(C)	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, and



 


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



 


(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.


 






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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.


 






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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.


 


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: 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 security or indemnity satisfactory to the Trustee against the costs,
expenses, losses and liabilities to be incurred in compliance with such request;


 






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(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 (it being understood that the Trustee shall not have an affirmative
duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder), 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.


 


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.


 






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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 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 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


 


(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.


 






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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 Trustee, prior to the occurrence of
an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture .and no implied covenants or obligations shall be read
into this Indenture against the Trustee. In the event an Event of Default has occurred, is continuing and is known to a Responsible
Officer, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care
and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs.


 


No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act
or its own willful misconduct, except that:


 


the Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved
that the Trustee was grossly negligent in ascertaining the pertinent facts;


 


the Trustee shall not be liable with respect
to any action taken or omitted to be taken in good faith in accordance with the direction of the Holders of not less than a majority
of the aggregate principal amount of the Notes at the time Outstanding determined as provided on this Indenture relating to the
time. method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust power conferred
upon the Trustee, under this Indenture.


 






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whether or not therein provided, every provision
of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject
to the provisions of this Section;


 


the Trustee shall not be liable in respect
of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected
by the Company or any Paying Agent or any records maintained by any co-Security Registrar with respect to the Notes;


 


if any party fails to deliver a notice relating
to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively
rely on its failure to receive such notice as reason to act as if no such event occurred, unless such Responsible Officer of the
Trustee had actual knowledge of such event;


 


in the absence of written investment direction
from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall
the Trustee be liable for the selection of investments or for investment losses, fees, taxes or other costs incurred with respect
thereto or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure
of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide
timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder
in the absence of such written investment direction from the Company; and


 


in the event that the Trustee is also acting
as custodian, Security Registrar, Paying Agent, conversion agent, bid solicitation agent or transfer agent hereunder, the rights
and protections afforded to the Trustee pursuant to Section 6.7, including its right to be compensated, reimbursed, and indemnified,
shall also be afforded to such custodian, Security Registrar, Paying Agent, conversion agent, bid solicitation agent or transfer
agent.


 


The Trustee shall not be required to give
any bond or surety in respect of the performance of its powers or duties hereunder.


 


In no event shall the Trustee be responsible
or liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action..


 


Under no circumstances shall the Trustee
be liable in its individual capacity for the obligations evidenced by the Notes.


 


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. 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.


 






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Section 6.2 Notice of Defaults.


 


If a default or an Event of Default occurs
with respect to Securities of any series and is continuing and if it is actually known to a Responsible Officer of the Trustee,
the Trustee shall send to each Holder of Securities of such series notice of the default or Event of Default that has occurred
and is continuing within 90 days after it is actually known to a Responsible Officer or written notice of it is received by a Responsible
Officer of the Trustee, but if the Trustee obtains actual knowledge or receives written notice of the occurrence and continuance
of a default or an Event of Default from the Company or any Holder after 90 days following the occurrence and continuance of such
default or Event of Default, the Trustee shall send a notice of such default or Event of Default to the Holders within 30 days
after it obtains actual knowledge or receives written notice of such a default or Event of Default; 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 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.


 


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 Section 5.1(1), Section 5.1(2) and Section 5.1(3) (defaults in payments on the Securities) or (ii) any Default
or Event of Default of which (a) a Responsible Officer of the Trustee shall have received written notification from the Company
or by any Holder of the Notes at the Corporate Trust Office or (b) a Responsible Officer of the Trustee shall have 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). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise,
the Company’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or EDGAR
or any website under the indenture, or participate in any conference calls. The Trustee shall not have any liability or responsibility
for the filing, timeliness or content of such reports.


 






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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 of its selection and require an Opinion of Counsel and any written or verbal advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection or reliance on in respect of
any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(5)              
the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or
indemnity reasonably satisfactory to the Trustee against the costs, losses, 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 (but need
not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); 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, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part
of any agent or attorney appointed with due care by it hereunder.


 


(8)              
the Trustee shall have no obligation to pursue any action that is not in accordance with applicable law; and


 


(9)              
the permissive rights of the Trustee enumerated herein shall not be construed as duties.


 


(10)            
 the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of the individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.


 






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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.


 


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 Section 6.8 and Section 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 as shall be agreed to in writing between the Company
and the Trustee 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 willful misconduct or negligence as adjudicated by a court of competent jurisdiction; and


 






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(3)              
 to indemnify the Trustee or any predecessor Trustee in any capacity under this Indenture and any other document or transaction
entered into in connection herewith and their agents and any authentication agent for, and to hold it harmless against, any loss,
claim (whether asserted by the Company, any Holder or any other Person), damage, liability or expense incurred without negligence
or willful misconduct (as finally adjudicated by a court of competent jurisdiction) on the part of the Trustee, its officers, directors,
agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance
or administration of this trust or in any other capacity hereunder, and the performance of its duties hereunder or the exercise
of its rights and powers, including the costs and expenses (including reasonable attorneys’ fees and expenses and court costs)
of defending itself against any action, claim or liability or suit brought to enforce the Trustee’s right to indemnification
in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this
Section 6.7 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances
shall be secured by a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by
the Trustee, except, subject to the effect of Section 5.6, funds held in trust herewith for the benefit of the Holders of particular
Notes. The Trustee’s right to receive payment of any amounts due under this Section 6.7 shall not be subordinate to any other
liability or indebtedness of the Company. The obligation of the Company under this Section 6.7 shall survive the satisfaction and
discharge of this Indenture and the earlier resignation or removal of the Trustee. The indemnification provided in this Section
6.7 shall extend to the officers, directors, agents and employees of the Trustee.


 


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.


 


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.


 


The Trustee shall have no responsibility
or liability for the action or inaction of a successor trustee.


 






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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.


 






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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 45 days 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.


 


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, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.


 






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In case of the appointment hereunder
of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee
and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental or other instrument 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 or other instrument 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.


 


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 such predecessor Trustee,
with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee.


 






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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, subject to the
direction of the Trustee, to authenticate and deliver 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 Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section.


 


If an appointment with respect to one or
more series is made pursuant to this Section 6.12, 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.


 


	 	_______________________________________, as Trustee
	 
	 	By:	                                                                 
	 	 	Authorized Signatory




 


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 seven Business Days before each Interest Payment 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, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished;


 


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.


 






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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 all Holders,
as their names and addresses appear on the register kept by the Security Registrar, such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture Act § 313 at the times and in the manner provided
pursuant thereto.


 


Reports so required to be transmitted at
stated intervals of not more than 12 months shall be transmitted 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.


 


To the extent any Securities of any Series
are outstanding, the Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed 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 so required to be filed with the Commission. Reports, information and documents filed with the SEC via the EDGAR system will
be deemed to be delivered to the Trustee as of the time of such filing via EDGAR for purposes of this Section 7.4. Delivery of
reports, information and documents to the Trustee under this Section 7.4 are for informational purposes only and the Trustee’s
receipt of the foregoing shall not constitute constructive or actual 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 exclusively on Officer’s Certificates). The Trustee shall not have any liability or responsibility
for the filing, timeliness or content of such reports.


 






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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 (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, 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.


 


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.


 






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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 Section 2.1 and Section 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 Article 4 and Article 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 or premium amount thereof or the rate of interest thereon or any amount payable upon the redemption or repurchase
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 reduce the amount of any sinking
fund payment, 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 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


 






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(3)              
 modify any of the provisions of this Section, Section 5.13 or Section 10.6, 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 10.6,
or the deletion of this proviso, in accordance with the requirements of Sections Section 6.11 and Section 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.


 


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 Section 6.1 and Section 6.3) shall be fully protected in conclusively
relying upon, an Officers’ Certificate and Opinion of Counsel complying with Section 1.2, stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and is the valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms. The Trustee shall sign all supplemental indentures upon delivery of such Officer’s
Certificate and Opinion of Counsel, provided that the Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which adversely affects the Trustee’s rights, duties, liabilities 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.


 






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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 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.


 


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.


 


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.


 






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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.


 


Subject to applicable escheatment laws,
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.


 


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.


 






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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 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), Section
9.1(2) or Section 9.1(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.


 


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.


 






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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 in
accordance with the applicable procedures of the Depositary, or 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.


 


Section 11.4 Notice of Redemption.


 


Notice of redemption shall be given by first-class
mail, postage prepaid, or electronically sent not less 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),


 






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


 


(4)           
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 the 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; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers.


 


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, in which case interest shall be deposited in accordance with Section 3.7) 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.


 






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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.


 


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 Section 11.6 and Section 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 Section 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.


 






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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 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 Section 3.4, Section 3.5, Section 3.6, Section 10.2
and Section 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.


 


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 may be,


 


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


 


(2)           
the occurrence of any event specified in Section 5.1(4) (with respect to any such covenants provided pursuant to Section
3.1(19), Section 9.1(2) or Section 9.1(7)) and the occurrence of any other Event of Default specified pursuant to Section 3.1 shall
be deemed not to be or result in an Event of Default, in each case with respect to such Securities or any 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), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference
in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.


 






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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



 


		(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, investment bankers or appraisers 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)           
For Securities denominated in United States dollars, 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,



 






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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)           
For Securities denominated in United States dollars, 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 Section 5.1(5) and Section 5.1(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.


 


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


 


(9)           
The Company shall have delivered to the Trustee an 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.


 






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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. 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, investment bankers or appraisers 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.


 


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 Section 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 or in a supplemental indenture for the Securities of such series.


 






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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 Conversion Agent 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 or convert such Securities in accordance with the procedure of the Depositary. 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. 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. 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.


 






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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 Nasdaq Global Market, or if the Common Stock is not traded on the Nasdaq Global Market, on the principal exchange
or market on which the Common Stock is 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 and deliver to
the conversion agent and Trustee an Officers’ Certificate setting forth the adjusted conversion price or conversion rate,
as the case may be, and setting forth a brief statement 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 or electronically, 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.


 






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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


 


(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 conversion
agent and the Trustee, and shall cause to be mailed or electronically distributed 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.


 


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.


 






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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.


 


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.


 






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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.


 


Section 14.12 Waiver of Jury Trial.


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


 






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Section 14.13 Force Majeure.


 


In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services, or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication
facility; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances.


 


Section 14.14 USA PATRIOT Act.


 


The parties hereto acknowledge that in accordance
with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of
terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity
that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide
the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


Section 14.15 Calculations


 


Except
as otherwise provided in this Indenture or any supplemental indenture hereto, the Company shall be responsible for making all calculations
called for under this Indenture or any supplemental indenture hereto. The Company shall make any calculations in good faith and,
absent manifest error, the Company’s calculations shall be final and binding on all Holders. The Company shall provide a
schedule of its calculations to each of the Trustee and the conversion agent, and each of the Trustee and conversion agent may
rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee shall promptly
forward the Company’s calculations to any Holder upon the written request therefor.


 


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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.


 


	 	OMEROS CORPORATION
	 	 
	 	By:	/s/
    Gregory A. Demopulos
	 	 	 
	 	Title:	President,
    Chief Executive Officer and Chairman of the Board of Directors




 


	 	Wells Fargo Bank, National
    Association,
	 	 
	 	as Trustee
	 	 
	 	By:	/s/
    Maddy Hughes
	 	 	 
	 	Title:	Vice President