Exhibit 4.5


 


AUDDIA INC., as


ISSUER


 


 


and


 


[                                          
], as


INDENTURE TRUSTEE


 


 


 


INDENTURE


 


Dated as of [                 
]


 


 


 


 


 


 


 


 






    		 	 



     


    

 


TABLE OF CONTENTS


 


	 	 	 	 	Page 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1 
	 	 	 	 	 
	 	Section 1.01	 	Definitions	1 
	 	Section 1.02	 	Other Definitions	4 
	 	Section 1.03	 	Incorporation by Reference of Trust Indenture Act	4 
	 	Section 1.04	 	Rules of Construction	5
	 	 	 	 	 
	ARTICLE II THE SECURITIES	6
	 	 	 	 	 
	 	Section 2.01	 	Issuable in Series	6
	 	Section 2.02	 	Establishment of Terms of Series of Securities	6
	 	Section 2.03	 	Execution and Authentication	7
	 	Section 2.04	 	Registrar and Paying Agent	8
	 	Section 2.05	 	Paying Agent to Hold Money in Trust	8
	 	Section 2.06	 	Holder Lists	8
	 	Section 2.07	 	Transfer and Exchange	8
	 	Section 2.08	 	Mutilated, Destroyed, Lost and Stolen Securities	9
	 	Section 2.09	 	Outstanding Securities	9
	 	Section 2.10	 	Treasury Securities	9
	 	Section 2.11	 	Temporary Securities	9
	 	Section 2.12	 	Cancellation	10
	 	Section 2.13	 	Defaulted Interest	10
	 	Section 2.14	 	Global Securities	10
	 	Section 2.15	 	CUSIP Numbers	11
	 	 	 	 	 
	ARTICLE III REDEMPTION	11
	 	 	 	 	 
	 	Section 3.01	 	Notice to Trustee	11
	 	Section 3.02	 	Selection of Securities to be Redeemed	11
	 	Section 3.03	 	Notice of Redemption	12





	 	Section 3.04	 	Effect of Notice of Redemption	12
	 	Section 3.05	 	Deposit of Redemption Price	12
	 	Section 3.06	 	Securities Redeemed in Part	12
	 	 	 	 	 
	ARTICLE IV COVENANTS	12
	 	 	 	 	 
	 	Section 4.01	 	Payment of Principal and Interest	12
	 	Section 4.02	 	SEC Reports	13



 


 


 


 






    		i	 



     


    

 


	 	Section 4.03	 	Compliance Certificate	13
	 	Section 4.04	 	Stay, Extension and Usury Laws	13
	 	 	 	 	 
	ARTICLE V SUCCESSORS	13
	 	 	 	 	 
	 	Section 5.01	 	When Company May Merge, etc.	13
	 	Section 5.02	 	Successor Corporation Substituted	13
	 	 	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES	14
	 	 	 	 	 
	 	Section 6.01	 	Events of Default	14
	 	Section 6.02	 	Acceleration of Maturity; Rescission and Annulment	15
	 	Section 6.03	 	Collection of Indebtedness and Suits for Enforcement by Trustee	15
	 	Section 6.04	 	Trustee May File Proofs of Claim	16
	 	Section 6.05	 	Trustee May Enforce Claims Without Possession of Securities	16
	 	Section 6.06	 	Application of Money Collected	16
	 	Section 6.07	 	Limitation on Suits	16
	 	Section 6.08	 	Unconditional Right of Holders to Receive Principal and Interest	17
	 	Section 6.09	 	Restoration of Rights and Remedies	17
	 	Section 6.10	 	Rights and Remedies Cumulative	17
	 	Section 6.11	 	Delay or Omission Not Waiver	17
	 	Section 6.12	 	Control by Holders	17
	 	Section 6.13	 	Waiver of Past Defaults	18
	 	Section 6.14	 	Undertaking for Costs	18


 


	ARTICLE VII TRUSTEE	18
	 	 	 	 	 
	 	Section 7.01	 	Duties of Trustee	18
	 	Section 7.02	 	Rights of Trustee	19
	 	Section 7.03	 	Individual Rights of Trustee	20
	 	Section 7.04	 	Trustee’s Disclaimer	20
	 	Section 7.05	 	Notice of Defaults	20
	 	Section 7.06	 	Reports by Trustee to Holders	20
	 	Section 7.07	 	Compensation and Indemnity	21
	 	Section 7.08	 	Replacement of Trustee	21
	 	Section 7.09	 	Successor Trustee by Merger, etc.	22
	 	Section 7.10	 	Eligibility; Disqualification	22
	 	Section 7.11	 	Preferential Collection of Claims Against Company	22
	 	 	 	 	 
	ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE	22
	 	 	 	 	 
	 	Section 8.01	 	Satisfaction and Discharge of Indenture	22
	 	Section 8.02	 	Application of Trust Funds; Indemnification	23



 


 


 






    		ii	 



     


    

 


	 	Section 8.03	 	Legal Defeasance of Securities of any Series	23
	 	Section 8.04	 	Covenant Defeasance	24
	 	Section 8.05	 	Repayment to Company	25
	 	Section 8.06	 	Reinstatement	25
	 	 	 	 	 
	ARTICLE IX AMENDMENTS AND WAIVERS	25
	 	 	 	 	 
	 	Section 9.01	 	Without Consent of Holders	25
	 	Section 9.02	 	With Consent of Holders	26
	 	Section 9.03	 	Limitations	26
	 	Section 9.04	 	Compliance with Trust Indenture Act	27
	 	Section 9.05	 	Revocation and Effect of Consents	27
	 	Section 9.06	 	Notation on or Exchange of Securities	27
	 	Section 9.07	 	Trustee Protected	27


 


	ARTICLE X MISCELLANEOUS	27
	 	 	 	 	 
	 	Section 10.01	 	Trust Indenture Act Controls	27
	 	Section 10.02	 	Notices	28
	 	Section 10.03	 	Communication by Holders with Other Holders	28
	 	Section 10.04	 	Certificate and Opinion as to Conditions Precedent	28
	 	Section 10.05	 	Statements Required in Certificate or Opinion	28
	 	Section 10.06	 	Rules by Trustee and Agents	29
	 	Section 10.07	 	Legal Holidays	29
	 	Section 10.08	 	No Recourse Against Others	29
	 	Section 10.09	 	Counterparts	29
	 	Section 10.10	 	Governing Laws	29
	 	Section 10.11	 	No Adverse Interpretation of Other Agreements	29
	 	Section 10.12	 	Successors	29
	 	Section 10.13	 	Severability	29
	 	Section 10.14	 	Table of Contents, Headings, etc.	29
	 	Section 10.15	 	Securities in a Foreign Currency	30
	 	Section 10.16	 	U.S.A. Patriot Act	30
	 	Section 10.17	 	Waiver of Jury Trial	30
	 	 	 	 	 
	ARTICLE XI SINKING FUNDS	30
	 	 	 	 	 
	 	Section 11.01	 	Applicability of Article	30
	 	Section 11.02	 	Satisfaction of Sinking Fund Payments with Securities	31
	 	Section 11.03	 	Redemption of Securities for Sinking Fund	31


 


 


 


 






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AUDDIA INC.


Reconciliation and tie between Trust Indenture
Act of 1939 and


Indenture, dated as of [             
].


 


	Section 310 (a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	NOT APPLICABLE
	(a)(4)	 	NOT APPLICABLE
	(a)(5)	 	7.10
	(b)	 	7.10
	Section 311 (a)	 	7.11
	(b)	 	7.11
	(c)	 	NOT APPLICABLE
	Section 312 (a)	 	2.06
	(b)	 	10.03
	(c)	 	10.03
	Section 313 (a)	 	7.06
	(b)(1)	 	7.06
	(b)(2)	 	7.06
	(c)(1)	 	7.06
	(d)	 	7.06
	Section 314 (a)	 	4.02, 10.05
	(b)	 	NOT APPLICABLE
	(c)(1)	 	10.04
	(c)(2)	 	10.04
	(c)(3)	 	NOT APPLICABLE
	(d)	 	NOT APPLICABLE
	(e)	 	10.05
	(f)	 	NOT APPLICABLE
	Section 315 (a)	 	7.01
	(b)	 	7.05
	(c)	 	7.01
	(d)	 	7.01
	(e)	 	6.14
	Section 316 (a)	 	2.10
	(a)(1)(a)	 	6.12
	(a)(1)(b)	 	6.13
	(b)	 	6.08
	Section 317 (a)(1)	 	6.03
	(a)(2)	 	6.04
	(b)	 	2.05
	Section 318 (a)	 	10.01


 


 


 


 






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INDENTURE, dated as
of [           ], between Auddia Inc., a Delaware corporation (“Company”),
and [                      ],
as trustee (“Trustee”).


 


Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.


 


ARTICLE I


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01 Definitions.


 


“Additional Amounts”
means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid
by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders, as calculated
by the Company.


 


“Affiliate”
of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings,
the terms “controlled by” and “under common control with”), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether
through the ownership of voting securities or by agreement or otherwise.


 


“Agent”
means any Registrar or Paying Agent.


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures
of DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in effect from time to time.


 


“Board of Directors”
means the Board of Directors of the Company or any duly authorized committee thereof.


 


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


 


“Business Day
means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by
law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are
open for use by customers on such day.


 


“Capital Interests”
means any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, including, without
limitation, with respect to partnerships, partnership interests (whether general or limited) and any other interest or participation that
confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership.


 


“Company”
means the party named as such above until a successor replaces it and thereafter means the successor.


 


 


 


 






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“Company Order”
means a written order signed in the name of the Company by two Officers, one of whom must be the Company’s principal executive officer,
principal financial officer or principal accounting officer.


 


“Company Request”
means a written request signed in the name of the Company by its Chief Executive Officer or Chief Financial Officer and delivered to
the Trustee.


 


“Corporate Trust
Office” means the address of the Trustee specified in Section 10.02, or such other address as to which the Trustee may give
notice to the Holders and the Company.


 


“Default”
means any event which is, or after notice or passage of time or both would be, an Event of Default.


 


“Depositary”
means, with respect to the Securities of any Series issuable or issued in whole or part in the form of one or more Global Securities,
the person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange
Act; and if at any time there is more than one such person, “Depositary” as used with respect to the Securities of any Series
shall mean the Depositary with respect to the Securities of such Series.


 


“Discount Security”
means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.02.


 


“Dollars”
and “$” means the currency of The United States of America.


 


“DTC” means
the Depository Trust Company, a New York corporation.


 


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


 


“Foreign Currency”
means any currency or currency unit issued by a government other than the government of The United States of America.


 


“Foreign Government
Obligations” means, with respect to Securities of any Series that are denominated in a Foreign Currency, (i) direct obligations
of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged
or (ii) obligations of a person controlled or supervised by or acting as an agency or instrumentality of such government the timely payment
of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clauses (i)
or (ii), are not callable or redeemable at the option of the issuer thereof.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting
profession.


 


“Global Security”
or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section
2.02 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the
name of such Depositary or nominee.


 


“Holder”
means a person in whose name a Security is registered.


 


“Indenture”
means this Indenture as amended or supplemented from time to time and shall include the form and terms of particular Series of Securities
established as contemplated hereunder.


 


 


 


 






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“interest”
with respect to any Discount Security which by its terms bears interest only after Maturity means interest payable after Maturity.


 


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


 


“Officer”
means the Chief Executive Officer, Chief Financial Officer, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer
or any Assistant Secretary of the Company.


 


“Officers’
Certificate” means a certificate signed by two Officers, one of whom must be the Company’s principal executive officer,
principal financial officer or principal accounting officer.


 


“Opinion of Counsel”
means a written opinion of legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company.


 


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


 


“principal”
of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect
of, the Security.


 


“Responsible Officer”
means any officer of the Trustee in its Corporate Trust Office with direct responsibility for the administration of this Indenture and
also means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because
of his or her knowledge of and familiarity with a particular subject.


 


“SEC” means
the Securities and Exchange Commission.


 


“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Series”
or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant
to Sections 2.01 and 2.02 hereof.


 


“Stated Maturity”
means when used with respect to any Security or any installment of principal thereof or interest thereon, 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, with respect to any person, any corporation, association or other business entity of which more than 50% of the total voting power
of shares of Capital Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof or, in the case of a partnership, more than 50% of the partners’ Capital Interests (considering all partners’
Capital Interests as a single class), is at the time owned or controlled, directly or indirectly, by such person or one or more of the
other Subsidiaries of such person or combination thereof.


 


“TIA” means
the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture and the rules and regulations
promulgated thereunder; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA”
means, to the extent required by any such amendment, the Trust Indenture Act as so amended.


 


 


 


 






    		3	 



     


    

 


“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 each person who is then
a Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with respect to the Securities
of any Series shall mean the Trustee with respect to Securities of that Series.


 


“U.S. Government
Obligations” means securities which are (i) direct obligations of The United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations 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, and which are not callable or redeemable at the option of the issuer thereof, and shall also include a depository
receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt,
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 depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository
receipt.


 


Section 1.02 Other Definitions.


 


	TERM	 	Defined in Section
	Bankruptcy Law	 	 	6.01	 
	Custodian	 	 	6.01	 
	Event of Default	 	 	6.01	 
	Legal Holiday	 	 	10.07	 
	mandatory sinking fund payment	 	 	11.01	 
	Market Exchange Rate	 	 	10.15	 
	optional sinking fund payment	 	 	11.01	 
	Paying Agent	 	 	2.04	 
	Registrar	 	 	2.04	 
	Successor Person	 	 	5.01	 


 


Section 1.03 Incorporation
by Reference of Trust Indenture Act.


 


Whenever this Indenture refers
to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:


 


“Commission”
means the SEC.


 


“indenture securities”
means the Securities.


 


“indenture security
holder” means a Holder.


 


“indenture to be
qualified” means this Indenture.


 


“indenture trustee”
or “institutional trustee” means the Trustee.


 


 


 


 






    		4	 



     


    

 


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


 


All other terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise
defined herein are used herein as so defined.


 


Section 1.04 Rules of Construction.


 


Unless the context otherwise
requires:


 


(a) a term has the meaning
assigned to it;


 


(b) an accounting term not
otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles;


 


(c) references to “generally
accepted accounting principles” and “GAAP” shall mean generally accepted accounting principles in effect as of the time
when and for the period as to which such accounting principles are to be applied;


 


(d) “or” is not
exclusive;


 


(e) words in the singular
include the plural, and in the plural include the singular; and


 


(f) provisions apply to successive
events and transactions.


 


 


 


 


 


 


 


 


 






    		5	 



     


    

 


ARTICLE II


THE SECURITIES


 


Section 2.01 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. All Securities of a Series shall be identical except as may be set forth or determined
in the manner provided in a Board Resolution, supplemental indenture or Officers’ Certificate detailing the adoption of the terms
thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time,
the Board Resolution, Officers’ Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority
granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date
or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided
that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture.


 


Section 2.02 Establishment
of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the following shall be established
(as to the Series generally, in the case of Subsection 2.02(a) and either as to such Securities within the Series or as to the Series
generally in the case of Subsections 2.02(b) through 2.02(s)) by or pursuant to a Board Resolution, and set forth or determined in the
manner provided in a Board Resolution, supplemental indenture or an Officers’ Certificate:


 


(a) the form and title of
the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series);


 


(b) the price or prices (expressed
as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;


 


(c) 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 Sections 2.07, 2.08, 2.11, 3.06 or 9.06);


 


(d) the date or dates on which
the principal of the Securities of the Series is payable;


 


(e) the rate or rates (which
may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to,
any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if
any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence
and be payable and any regular record date for the interest payable on any interest payment date;


 


(f) the place or places where
the principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such Series may be surrendered
for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series
and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means;


 


(g) if applicable, the period
or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed,
in whole or in part, at the option of the Company;


 


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


 


(i) the dates, if any, on
which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof
and other detailed terms and provisions of such repurchase obligations;


 


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


 



 


 


 






    		6	 



     


    

 





(k) if other than the principal
amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.02;


 


(l) the currency of denomination
of the Securities of the Series, which may be Dollars or any Foreign Currency, and the agency or organization, if any, responsible for
overseeing such composite currency;


 


(m) the provisions, if any,
relating to any security provided for the Securities of the Series;


 


(n) any addition to or change
in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders
of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02;


 


(o) any addition to or change
in the covenants set forth in Articles IV or V which applies to Securities of the Series;


 


(p) the provisions, if any,
relating to conversion of any Securities of such Series, including, if applicable, the securities into which the Securities are convertible,
the conversion price, the conversion period, provisions as to whether conversion will be mandatory, at the option of the Holders or at
the option of the Company, the events requiring an adjustment of the conversion price and provisions affecting conversion if such Series
of Securities are redeemed;


 


(q) whether the Securities
of such Series will be senior debt securities or subordinated debt securities and, if applicable, a description of the subordination terms
thereof;


 


(r) any depositaries, interest
rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those
appointed herein; and


 


(s) any other terms of the
Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies to such Series).


 


All Securities of any one
Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided
by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to above, and, unless otherwise
provided in such Board Resolution, a Series may be reopened, without the consent of the Holders, for increases in the aggregate principal
amount of such Series and issuances of additional Securities of such Series.


 


Section 2.03 Execution
and Authentication. At least one Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer
whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless
be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature
shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time
to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto
or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery
pursuant to electronic instructions in PDF from the Company or its duly authorized agent or agents. Each Security shall be dated the date
of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate.
The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant
to Section 2.02, except as provided in Section 2.02 or 2.08. Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto
or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms
of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.04
and (c)(1) an Opinion of Counsel complying with Section 10.04 or (2) an Opinion of Counsel (or reliance letter with respect to an Opinion
of Counsel) that the Securities have been duly authorized, executed and delivered by the Company and such Securities will constitute valid
and binding obligations of the Company, enforceable against the Company in accordance with its terms. The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may
do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent
has the same rights as an Agent to deal with the Company or an Affiliate of the Company.


 


 


 


 






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Section 2.04 Registrar
and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect
to such Series pursuant to Section 2.02, an office or agency where Securities of such Series may be presented or surrendered for payment
(“Paying Agent”), and where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”).
The Registrar shall keep a register with respect to each Series of Securities and of their transfer and exchange. The Company hereby appoints
the Trustee as Paying Agent and Registrar. The Company will give prompt written notice to the Trustee of the name and address, and any
change in the name or address, of each Registrar or Paying Agent. The Company may also from time to time designate one or more co-registrars
or additional paying agents 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 obligations to maintain a Registrar and a Paying Agent in each place so specified pursuant
to Section 2.02 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 name or address of any such co-registrar or additional paying agent. The term “Registrar”
includes any co-registrar; and the term “Paying Agent” includes any additional paying agent. The Company hereby appoints the
Trustee as the initial Registrar and Paying Agent for each Series unless another Registrar or Paying Agent, as the case may be, is appointed
prior to the time Securities of that Series are first issued.


 


Section 2.05 Paying Agent
to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent
will hold in trust, for the benefit of Holders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the
payment of principal of or interest on the Series of Securities, and will notify the Trustee of any default by the Company in making any
such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The
Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a Subsidiary
of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of
Securities all money held by it as Paying Agent. Upon an Event of Default under Section 6.01(d) or (e), the Trustee shall be the Paying
Agent.


 


Section 2.06 Holder Lists.
The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of Holders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company
shall furnish to the Trustee at least ten (10) days before each interest payment date and at such other times as the Trustee may request
in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Holders of each
Series of Securities.


 


Section 2.07 Transfer
and Exchange. Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer
or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make
the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall
authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange
(except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable
upon exchanges pursuant to Sections 2.11, 3.06 or 9.06). Neither the Company nor the Registrar shall be required (a) to issue, register
the transfer of, or exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding
the delivery of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the
day of such delivery, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption
as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part.


 


 


 


 






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Section 2.08 Mutilated, Destroyed, Lost and
Stolen Securities.


 


(a) If any mutilated Security
is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and make available for delivery 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 protected purchaser, the Company
shall execute and upon its request the Trustee shall authenticate and make available for delivery, 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 due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.


 


(b) 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 2.09 Outstanding
Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by
it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance
with the provisions hereof and those described in this Section as not outstanding. If a Security is replaced pursuant to Section 2.08,
it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser.
If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities
of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease
to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding because the Company or an Affiliate
of the Company holds the Security. In determining whether the Holders of the requisite principal amount of outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security
that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as
of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.


 


Section 2.10 Treasury Securities.
In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the Company shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or
waiver, only Securities of a Series that a Responsible Officer of the Trustee knows are so owned shall be so disregarded.


 


Section 2.11 Temporary
Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee
upon request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until
so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities.


 


 


 


 






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Section 2.12 Cancellation.
The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or cancellation in accordance with its customary procedures.
The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.


 


Section 2.13 Defaulted
Interest. If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest at the rate
established for the particular Series, if any, plus, to the extent permitted by law, any interest payable on the defaulted interest, to
the persons who are Holders of the Series on a subsequent special record date. The Company shall fix the special record date and payment
date; provided that if no rate for defaulted interest is specified for any Series of Securities, then the defaulted interest rate shall
be the interest rate specified for such Series of Securities. At least ten (10) days before the special record date, the Company shall
deliver to the Trustee and to each Holder of the Series a notice that states the record date, the related payment date and the amount
of interest to be paid. The Company may also pay defaulted interest in any other lawful manner.


 


Section 2.14 Global Securities.


 


(a) Terms of Securities. A
Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series
shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities.


 


(b) Transfer and Exchange.
Notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture and in addition thereto, any Global Security
shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities registered in the names of Holders other than the Depositary
for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either
case, the Company fails to appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such
event, (ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall
be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global Security shall have happened
and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered
in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms.


 


(c) Except as provided in
this Section 2.14(c), a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security
to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary
or any such nominee to a successor Depositary or a nominee of such a successor Depositary.


 


(d) Legend. Any Global Security
issued 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 the Depositary or a nominee
of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee
only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee
of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such a successor Depositary.”


 


(e) Acts of Holders. The Depositary,
as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action which a Holder is entitled to give or take under the Indenture.


 


 


 


 






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(f) Payments. Notwithstanding
the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the principal of and interest,
if any, on any Global Security shall be made to the Holder thereof.


  


(g) Consents, Declaration
and Directions. Except as provided in Section 2.14(g), the Company, the Trustee and any Agent shall treat a person as the Holder of such
principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement
of the Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required
to be given by the Holders pursuant to this Indenture.


 


(h) The Depositary or its
nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the Indenture and
the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner’s beneficial interest in a Global Security will be shown only on, and the transfer of such interest
shall be effected only through, records maintained by the Depositary or its nominee and such owners of beneficial interests in a Global
Security will not be considered the owners or holders thereof. Notwithstanding any other provision of this Indenture or any Security,
where this Indenture or any Global Security provides for notice of any event (including any notice of redemption or repurchase) to a Holder
of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee)
pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with applicable
Depositary procedures.


 


Section 2.15 CUSIP Numbers.
The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in “CUSIP” numbers
of which the Company becomes aware.


 


ARTICLE III


REDEMPTION


 


Section 3.01 Notice to
Trustee. The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or
may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such
terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior
to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee
of the redemption date and the principal amount of the Series of Securities to be redeemed.


 


Section 3.02 Selection
of Securities to be Redeemed. Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or
an Officers’ Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities
of the Series to be redeemed in any manner that the Trustee deems fair and appropriate. The Trustee shall make the selection from Securities
of the Series outstanding not previously called for redemption. Securities of a Series and portions selected for redemption shall be in
amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to
Section 2.02(j), the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that
apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption. The Trustee
shall not be liable for the selection made in accordance with this Section 3.02.


 


 


 


 






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Section 3.03 Notice of Redemption.


 


(a) Unless otherwise specified
for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, at least 30 days but not more
than 60 days before a redemption date, the Company shall deliver notice of redemption to each Holder whose Securities are to be redeemed.
The notice shall identify the Securities of the Series to be redeemed and shall state:


 


(i) the redemption date;


 


(ii) the redemption price or
the manner of the calculation of the redemption price;


 


(iii) the name and address of
the Paying Agent;


 


(iv) that Securities of the
Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(v) that interest on Securities
of the Series called for redemption ceases to accrue on and after the redemption date;


 


(vi) the CUSIP number, if any;
and


 


(vii) any other information
as may be required by the terms of the particular Series or the Securities of a Series being redeemed.


 


At the Company’s request,
the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided that the Company shall have delivered
to the Trustee, at least five Business Days (or such shorter period as the Trustee may consent to in writing) before notice of redemption
is required to be delivered or caused to be delivered to Holders pursuant to this Section 3.03, an Officers’ Certificate of the
Company requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the
preceding paragraph.


 


Section 3.04 Effect of
Notice of Redemption. Once notice of redemption is delivered as provided in Section 3.03, Securities of a Series called for redemption
become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender
to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date; provided that
installments of interest whose Stated Maturity is on or prior to the redemption date shall be payable to the Holders of such Securities
(or one or more predecessor Securities) registered at the close of business on the relevant record date therefor according to their terms
and the terms of this Indenture.


 


Section 3.05 Deposit of
Redemption Price. Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers’
Certificate, on or before 11:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent money
sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.


 


Section 3.06 Securities
Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall issue and the Trustee shall authenticate
for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security
surrendered.


 


ARTICLE IV


COVENANTS


 


Section 4.01 Payment of
Principal and Interest. The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will
duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities
and this Indenture.


 


 


 


 






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Section 4.02 SEC Reports.
Any information, documents or other reports that the Company shall file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is filed with the Commission; provided that any such information,
documents or reports filed or furnished with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR)
system shall be deemed filed with the Trustee as of the time such information, documents or reports are filed or furnished via EDGAR.


 


Section 4.03 Compliance
Certificate. The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, an Officers’ Certificate stating whether or not to the knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof (without regard to any
period of grace or requirement of notice provided hereunder), and if a Default or Event of Default shall have occurred, specifying all
such Defaults or Events of Default and the nature and status thereof of which they may have knowledge.


 


Section 4.04 Stay, Extension
and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead or
in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities or any other law that would
prohibit or forgive the Company from paying all or any portion of the principal of, or interest on, the Securities as contemplated in
the Indenture, any indenture supplemental thereto relating to the Securities or the Securities and the Company (to the extent it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power
as though no such law has been enacted.


 


ARTICLE V


SUCCESSORS


 


Section 5.01 When Company
May Merge, Etc. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all
of its properties and assets to, another person (a “Successor Person”) unless:


 


(a) the Company is the surviving
corporation or the Successor Person (if other than the Company) is organized and validly existing under the laws of any U.S. domestic
jurisdiction and expressly assumes the Company’s obligations on the Securities and under this Indenture; and


 


(b) immediately after giving
effect to the transaction, no Default or Event of Default shall have occurred and be continuing.


 


The Company shall deliver
to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion
of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.


 


Section 5.02 Successor
Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company in accordance with Section 5.01, the successor corporation formed by such consolidation or into or with
which the Company is merged or to which such sale, lease, conveyance or other disposition 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 has
been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition
(other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.


 


 


 


 






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ARTICLE VI


DEFAULTS AND REMEDIES


 


Section 6.01 Events of
Default.


 


“Event of Default,”
wherever used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing Board
Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said
Event of Default or the terms of such Event of Default have been modified or superceded as set forth in the Board Resolution, supplemental
indenture or Officers’ Certificate for such Securities of any Series:


 


(a) default in the payment
of any interest on any Security of that Series when it becomes due and payable, and continuance of such default for a period of 30 days
(unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration
of such period of 30 days); or


 


(b) default in the payment
of principal of any Security of that Series at its Maturity; or


 


(c) default in the performance
or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty for which the consequences of
nonperformance or breach are addressed elsewhere in this Section 6.01 and other than a covenant or warranty that has been included in
this Indenture solely for the benefit of a Series of Securities other than that Series), which default continues uncured for a period
of 60 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 not less than a majority 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


 


(d) the Company pursuant to
or within the meaning of any Bankruptcy Law:


 


(i) commences a voluntary case
or proceeding;


 


(ii) consents to the entry of
an order for relief against it in an involuntary case,


 


(iii) consents to the appointment
of a Custodian of it or for all or substantially all of its property,


 


(iv) makes a general assignment
for the benefit of its creditors, or


 


(v) makes an admission in writing
that it is generally unable to pay its debts as the same become due; or


 


(e) a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that:


 


(i) is for relief against the
Company in an involuntary case,


 


(ii) appoints a Custodian of
the Company or for all or substantially all of its property, or


 


(iii) orders the liquidation
of the Company, and the order or decree remains unstayed and in effect for 90 days; or


 


 


 


 






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(f) any other Event of Default
provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, in accordance with Section 2.02(n).


 


The term “Bankruptcy
Law” means Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


Section 6.02 Acceleration
of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any Series at the time outstanding occurs
and is continuing (other than an Event of Default referred to in Section 6.01(d) or (e)), then in every such case the Trustee or the Holders
of not less than a majority in principal amount of the outstanding Securities of that Series may declare the principal amount (or, if
any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities)
of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount)
and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.01(d)
or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities
shall be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after
such a declaration of acceleration with respect to 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 that 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 all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any,
of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in
Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.


 


Section 6.03 Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that
if:


 


(a) 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


 


(b) default is made in the
payment of principal of any Security at the Maturity thereof, then 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 interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any overdue principal and 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 the Company fails to pay
such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against
the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon such Securities, wherever situated.


 


If an Event of Default with
respect to any 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.


 


 


 


 






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Section 6.04 Trustee May
File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property
of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any
demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders
allowed in such judicial proceeding, and (b) 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 7.07.
Nothing herein contained 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.


 


Section 6.05 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 6.06 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 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 7.07; and


 


Second: To the payment of
the amounts then due and unpaid for principal of 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 interest, respectively; and


 


Third: To the Company.


 


Section 6.07 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:


 


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


 


(b) the Holders of at least
a majority in 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;


 


 


 


 






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


 


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


 


(e) no direction inconsistent
with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of
the outstanding Securities of that Series;


 


it being understood and intended that no one or
more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit
of all such Holders.


 


Section 6.08 Unconditional
Right of Holders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Security
on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date) and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 6.09 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 6.10 Rights and
Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities in Section 2.08, 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, to the extent permitted by law, prevent the concurrent assertion or employment of
any other appropriate right or remedy.


 


Section 6.11 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 or by the Holders, as the case may be.


 


Section 6.12 Control by
Holders. Subject to Section 7.02(f), 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:


 


(a) such direction shall not
be in conflict with any rule of law or with this Indenture,


 


(b) the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such direction, and


 


 


 


 






    		17	 



     


    

 


(c) subject to the provisions
of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible
Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability.


 


Section 6.13 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 a Default (i) in the payment of the principal of or interest on any Security of such Series (provided, however, that the Holders
of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including
any related payment default that resulted from such acceleration) or (ii) in respect of a covenant or provision hereof which 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 6.14 Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, 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, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount
of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal
of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption,
on the redemption date).


  


ARTICLE VII


TRUSTEE


 


Section 7.01 Duties of Trustee.


 


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


 


(b) Except during the continuance
of an Event of Default:


 


(i) The Trustee need perform
only those duties that are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read
into this Indenture against the Trustee.


 


(ii) In the absence of bad faith
on its part, the Trustee may conclusively rely and is fully protected, as to the truth of the statements and the correctness of the opinions
expressed therein, upon Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements
of this Indenture; however, in the case of any such Officers’ Certificates or Opinions of Counsel which by any provisions hereof
are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’ Certificates and Opinions of
Counsel to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts stated therein) .


 


(c) The Trustee may not be
relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:


 


(i) This paragraph does not
limit the effect of paragraph (b) of this Section.


 


 


 


 






    		18	 



     


    

 


(ii) The Trustee shall not be
liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining
the pertinent facts.


 


(iii) The Trustee shall not
be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith
in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture with respect to the Securities of such Series.


 


(d) Every provision of this
Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section.


 


(e) The Trustee may refuse
to perform any duty or exercise any right or power at the request or direction of any Holder unless it receives indemnity reasonably satisfactory
to it against any loss, liability or expense.


 


(f) The Trustee shall not
be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by
the Trustee need not be segregated from other funds except to the extent required by law.


 


(g) No provision of this Indenture
shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk is not reasonably assured to it.


 


(h) The rights, privileges,
protections, immunities and benefits given to the Trustee, including the right to be indemnified, are extended to, and shall be enforceable
by the Trustee in each of its capacities hereunder and to its agents. The provisions set forth in paragraphs (a), (b) and (c) of this
Section shall apply to the Trustee in each of its capacities hereunder and its agents.


 


Section 7.02 Rights of
Trustee.


 


(a) The Trustee may conclusively
rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed
or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.


 


(b) Before the Trustee acts
or refrains from acting at the direction of the Company, it may require an Officers’ Certificate. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate.


 


(c) The Trustee may act through
agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed
an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary.


 


(d) The Trustee shall not
be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided
that the Trustee’s conduct does not constitute negligence or willful misconduct.


 


(e) The Trustee may consult
with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.


 


(f) 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
of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses
and liabilities which might be incurred by it in compliance with such request or direction.


 


 


 


 






    		19	 



     


    

 


(g) 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 believed
by the Trustee to be genuine and to have been signed or delivered by the proper person.


 


(h) The Trustee shall not
be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due
if the Trustee is the Paying Agent, unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice
of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice
of default.”


 


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


 


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


 


(k) Neither the Trustee nor
any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out
of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes;
fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of
utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority
or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.


 


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


 


Section 7.03 Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise
deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. The Trustee is also subject to Sections 7.10 and 7.11.


 


Section 7.04 Trustee’s
Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the
Securities other than its authentication.


 


Section 7.05 Notice of
Defaults. If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known
to a Responsible Officer of the Trustee, the Trustee shall deliver to each Holder of the Securities of that Series notice of a Default
or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default
or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any
Series, the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests
of Holders of that Series.


 


Section 7.06 Reports by
Trustee to Holders. Within 60 days after March 15 in each year, the Trustee shall transmit by deliver to all Holders, as their names
and addresses appear on the register kept by the Registrar a brief report dated as of such March 15, in accordance with, and to the extent
required under, TIA Section 313. A copy of each report at the time of its delivery to Holders of any Series shall be filed with the SEC
and each stock exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities
of any Series are listed on any stock exchange.


 


 


 


 






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Section 7.07 Compensation
and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee
shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such
expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify
each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including
taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this
Section 7.07 in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any claim for which it may seek
indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially
prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate
counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without
its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders
and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee
or by any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such
persons as determined by a final order of a court of competent jurisdiction. When the Trustee incurs expenses or renders services after
an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute
expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation
or removal of the Trustee and the termination or discharge of this Indenture.


 


Section 7.08 Replacement
of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section. The Trustee may resign with respect to the Securities of one or
more Series by so notifying the Company at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company.
The Company may remove the Trustee with respect to Securities of one or more Series if:


 


(a) the Trustee fails to comply
with Section 7.10;


 


(b) the Trustee is adjudged
bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any insolvency, bankruptcy or similar law;


 


(c) a custodian or public
officer takes charge of the Trustee or its property; or


 


(d) the Trustee becomes incapable
of acting.


 


If the Trustee resigns or
is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.


 


If a successor Trustee with
respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series
may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee
shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.07, the resignation
or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall deliver
a notice of its succession to each Holder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee with respect to expenses
and liabilities incurred by it prior to the date of such replacement.


 


 


 


 






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Section 7.09 Successor
Trustee by Merger, etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate
trust business (including administration of this Indenture) to, another corporation, the successor corporation without any further act
shall be the successor Trustee.


 


Section 7.10 Eligibility;
Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5)
and has a combined capital and surplus of at least $50,000,000. The Trustee shall comply with TIA Section 310(b).


 


Section 7.11 Preferential
Collection of Claims Against Company. The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in
TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.


 


ARTICLE VIII


SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.01 Satisfaction and Discharge of Indenture.


 


This Indenture shall upon
Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a) any of the following shall
have occurred:


 


(i) no Securities have been
issued hereunder;


 


(ii) all Securities theretofore
authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have
been delivered to the Trustee for cancellation; or


 


(iii) all such Securities not
theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated
Maturity within one year, or (3) 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 has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the
entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date
of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated
Maturity or redemption date, as the case may be;


 


(b) the Company has paid or
caused to be paid all other sums payable hereunder by the Company; and


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee
pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive.


 


 


 






    		22	 



     


    

 


Section 8.02 Application
of Trust Funds; Indemnification.


 


(a) Subject to the provisions
of Section 8.05, all money deposited with the Trustee pursuant to Section 8.01, all money and U.S. Government Obligations or Foreign Government
Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all money received by the Trustee in respect of U.S. Government
Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04, 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 (other than the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of
the principal and interest for whose payment such money has been deposited with or received by the Trustee or analogous payments as contemplated
by Sections 8.03 or 8.04.


 


(b) The Company shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign
Government Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and principal received in respect of such obligations
other than any payable by or on behalf of Holders.


 


(c) The Trustee shall deliver
or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign Government Obligations or money
held by it as provided in Sections 8.03 or 8.04 which, in the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations
or money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or
Foreign Government Obligations held under this Indenture.


 


Section 8.03 Legal Defeasance
of Securities of any Series. Unless this Section 8.03 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities
of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any
Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as
it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company,
shall, at Company Request, execute such instruments reasonably requested by the Company acknowledging the same), except as to:


 


(a) the rights of Holders
of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of and
each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such principal or
installment of principal or interest, and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such
Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such
Series; and


 


(b) the provisions of Sections
2.04, 2.05, 2.07, 2.08, 8.02, 8.03 and 8.05; and


 


(c) the rights, powers, trust
and immunities of the Trustee hereunder; provided that, the following conditions shall have been satisfied:


 


(d) with reference to this
Section 8.03, the Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the
Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely
to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars
and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite
currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance
with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than
one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment
of principal of and interest, if any, on and any mandatory sinking fund payments in respect of all the Securities of such Series on the
dates such installments of interest or principal and such sinking fund payments are due;


 


 


 


 






    		23	 



     


    

 


(e) such deposit will 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;


 


(f) no Default or Event of
Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the
period ending on the 91st day after such date;


 


(g) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (i) the Company has received from,
or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has
been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as
a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts and in the same manner
and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;


 


(h) the Company shall have
delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring
the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying
or defrauding any other creditors of the Company;


 


(i) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided
for relating to the defeasance contemplated by this Section have been complied with; and


 


(j) such defeasance shall
not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act
of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.


 


Section 8.04 Covenant Defeasance.
Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and
after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to
the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional
covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate
delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default
with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series
of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of
Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the
following conditions shall have been satisfied:


 


(a) with reference to this
Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee
as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or
U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite
currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance
with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than
one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each
installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series
on the dates such installments of interest or principal and such sinking fund payments are due;


 


(b) such deposit will not
result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;


 


 


 


 






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(c) no Default or Event of
Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the
period ending on the 91st day after such date;


 


(d) the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income,
gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance
had not occurred;


 


(e) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the covenant defeasance contemplated by this Section have been complied with; and


 


(f) Such defeasance shall
not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act
of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.


 


Section 8.05 Repayment
to Company. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment
of principal and interest that remains unclaimed for two years, and after such time, Holders entitled to the money must look to the Company
for payment as general creditors unless an applicable abandoned property law designates another person.


 


Section 8.06 Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of any series in accordance with
Section 8.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture with respect to the Securities
of such series and under the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with Section 8.01; provided,
however, that if the Company has made any payment of principal of, premium (if any) or interest on any Additional Amounts with respect
to any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the money held by the Trustee or the Paying Agent.


 


ARTICLE IX


AMENDMENTS AND WAIVERS


 


Section 9.01 Without Consent
of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’
Certificate, the Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent
of any Holder:


 


(a) to evidence the succession
of another person to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations
of the Company hereunder and under the Securities;


 


(b) to add 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 for the benefit of such series) or to surrender any
right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders;


 


(c) to add any additional
Events of Default;


 


(d) 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;


 


 


 


 






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(e) 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;


 


(f) to establish the forms
or terms of the Securities of any series issued pursuant to the terms hereof;


 


(g) to cure any ambiguity
or correct any inconsistency in this Indenture;


 


(h) 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;


 


(i) to qualify this Indenture
under the Trust Indenture Act;


 


(j) to provide for uncertificated
securities in addition to certificated securities;


 


(k) to supplement any provisions
of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action
does not adversely affect the interests of the Holders of Securities of such series or any other series;


 


(l) to conform the Indenture
to any Description of Securities for a particular Series of Securities; and


 


(m) to comply with the rules
or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.


 


Section 9.02 With Consent
of Holders. The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least
a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents
obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal
amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained in connection with a tender offer
or exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities
with respect to such Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.02 to approve
the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance
thereof. After a supplemental indenture or waiver under this section becomes effective, the Company shall deliver to the Holders of Securities
affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to deliver such notice,
or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.


 


Section 9.03 Limitations.
Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate,
without the consent of each Holder affected, an amendment or waiver may not:


 


(a) reduce the amount of Securities
whose Holders must consent to an amendment, supplement or waiver;


 


(b) reduce the rate of or
extend the time for payment of interest (including default interest) on any Security;


 


 


 


 






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(c) reduce the principal or
change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or
analogous obligation;


 


(d) reduce the principal amount
of Discount Securities payable upon acceleration of the maturity thereof;


 


(e) waive a Default or Event
of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration of the Securities
of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the
payment default that resulted from such acceleration);


 


(f) make the principal of
or interest, if any, on any Security payable in any currency other than that stated in the Security;


 


(g) make any change in Sections
6.08, 6.13, or 9.03; or


 


(h) waive a redemption payment
with respect to any Security.


 


Section 9.04 Compliance
with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental
indenture hereto that complies with the TIA as then in effect.


 


Section 9.05 Revocation
and Effect of Consents. Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it
by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice
of revocation before the date of the supplemental indenture or the date the waiver becomes effective. Any amendment or waiver once effective
shall bind every Holder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through
(h) of Section 9.03. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.


 


Section 9.06 Notation on
or Exchange of Securities. The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series
thereafter authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate upon request
new Securities of that Series that reflect the amendment or waiver.


 


Section 9.07 Trustee Protected.
In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall receive, in addition to the documents required by Section 10.04, and
(subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that all conditions precedent in this
Indenture to the execution of such supplemental indenture, if any, have been complied with, such supplemental indenture is authorized
hereunder, and, that such supplemental indenture is the valid and legally binding obligation of the Company. The Trustee shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely affects its rights.


 


ARTICLE X


MISCELLANEOUS


 


Section 10.01 Trust Indenture
Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required or deemed
to be included in this Indenture by the TIA, such required or deemed provision shall control.


 


 


 


 






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Section 10.02 Notices.


 


(a) Any notice or communication
by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and delivered in
person or mailed by first-class mail or sent by telecopier transmission or electronic transmission in PDF addressed as follows:


 


if to the Company:


 


Auddia Inc.


2100 Central Avenue, Suite 200


Boulder, Colorado 80301


Attention: Chief Financial Officer


 


if to the Trustee:


 


[                                    
]


 


(b) The Company or the Trustee
by notice to the other may designate additional or different addresses for subsequent notices or communications. Any notice or communication
to a Holder shall be delivered to his address shown on the register kept by the Registrar. Failure to deliver a notice or communication
to a Holder of any Series or any defect in it shall not affect its sufficiency with respect to other Holders of that or any other Series.
If a notice or communication is delivered in the manner provided above, within the time prescribed, it is duly given, whether or not the
Holder receives it. If the Company delivers a notice or communication to Holders, it shall deliver a copy to the Trustee and each Agent
at the same time.


 


(c) Any notice or demand that
by any provision of this Indenture is required or permitted to be given or served by the Company may, at the Company’s written request
received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee)
to the date on which such notice must be given or served, be given or served by the Trustee in the name of and at the expense of the Company.


 


Section 10.03 Communication
by Holders with Other Holders. Holders of any Series may communicate pursuant to TIA Section 312(b) with other Holders of that Series
or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA


 


Section 10.04 Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:


 


(a) 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


 


(b) an Opinion of Counsel
stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


Section 10.05 Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for
in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section
314(e) and shall include:


 


(a) a statement that the person
making such certificate or opinion has read such covenant or condition;


 


 


 


 






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(b) 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;


 


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


 


(d) a statement as to whether
or not, in the opinion of such person, such condition or covenant has been complied with.


 


Section 10.06 Rules by
Trustee and Agents. The Trustee may make reasonable rules for action by or a meeting of Holders of one or more Series. Any Agent may
make reasonable rules and set reasonable requirements for its functions.


 


Section 10.07 Legal Holidays.
Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, a
“Legal Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening
period.


 


Section 10.08 No Recourse
Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations
of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Securities.


 


Section 10.09 Counterparts.
This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of
copies of this Indenture and of signature pages by facsimile or PDF transmission 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.


 


Section 10.10 Governing
Laws. This Indenture and the Securities will be governed by, and construed in accordance with, the internal laws of the State of New
York.


 


Section 10.11 No Adverse
Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company
or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 10.12 Successors.
All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture
shall bind its successor.


 


Section 10.13 Severability.
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 10.14 Table of
Contents, Headings, Etc. The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any
of the terms or provisions hereof.


 


 


 


 






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Section 10.15 Securities
in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate
delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or
all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which
are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed
to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the
Market Exchange Rate at such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar
buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market
Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from
one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the
Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant
to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative
determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to
the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The
Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.


 


Section 10.16 U.S.A. Patriot
Act. The Company acknowledges that in accordance with Section 326 of the U.S.A. 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 Company agrees that it will provide
the Trustee with such information as it may reasonably request as required in order for the Trustee to satisfy the requirements of the
U.S.A. Patriot Act.


 


Section 10.17 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 AS BETWEEN THE COMPANY AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS
INDENTURE OR THE SECURITIES.


 


ARTICLE XI


SINKING FUNDS


 


Section 11.01 Applicability
of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series,
except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. The minimum amount
of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking
fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 11.02. Each sinking fund payment shall be applied to the redemption of Securities of
any Series as provided for by the terms of the Securities of such Series.


 


 


 


 


 


 






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Section 11.02 Satisfaction
of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series
to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption)
and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been repurchased by
the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any
mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant
to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received
by the Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the
Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price
specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be
reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.02, the
principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000,
the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken,
and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series
purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company.


 



Section 11.03 Redemption
of Securities for Sinking Fund. Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture
or Officers’ Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date for any Series
of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory
sinking fund payment for that Series pursuant to the terms of that Series, 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 of Securities of that Series pursuant to
Section 11.02, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company
shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities) before 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 3.02
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
3.03. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections
3.04, 3.05 and 3.06.


 


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


 


 


	 	AUDDIA INC., a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[  	 ].
	 	as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Indenture]


 


 


 


 


 


 


 


 


 


 


 


 


 





 






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