Exhibit
4.5


 


SPHERIX
INCORPORATED, 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	5 
	 	 	 	 
	Section
    2.01	 	Issuable in
    Series	5
	Section
    2.02	 	Establishment
    of Terms of Series of Securities	5
	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	10
	Section
    2.11	 	Temporary
    Securities	10
	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	12
	 	 	 	 
	Section
    3.01	 	Notice to
    Trustee	12
	Section
    3.02	 	Selection
    of Securities to be Redeemed	12
	Section
    3.03	 	Notice of
    Redemption	12
	Section
    3.04	 	Effect of
    Notice of Redemption	13
	Section
    3.05	 	Deposit of
    Redemption Price	13
	Section
    3.06	 	Securities
    Redeemed in Part	13
	 	 
	ARTICLE
    IV COVENANTS	13
	 	 	 	 
	Section
    4.01	 	Payment of
    Principal and Interest	13
	Section
    4.02	 	SEC Reports	13
	Section
    4.03	 	Compliance
    Certificate	13
	Section
    4.04	 	Stay, Extension
    and Usury Laws	13
	 	 
	ARTICLE
    V SUCCESSORS	14
	 	 	 	 
	Section
    5.01	 	When Company
    May Merge, etc.	14
	Section
    5.02	 	Successor
    Corporation Substituted	14



 






    


     


    

 

	 	 	 	 
	ARTICLE
    VI DEFAULTS AND REMEDIES	14
	 	 	 	 
	Section
    6.01	 	Events of
    Default	14
	Section
    6.02	 	Acceleration
    of Maturity; Rescission and Annulment	16
	Section
    6.03	 	Collection
    of Indebtedness and Suits for Enforcement by Trustee	16
	Section
    6.04	 	Trustee May
    File Proofs of Claim	16
	Section
    6.05	 	Trustee May
    Enforce Claims Without Possession of Securities	17
	Section
    6.06	 	Application
    of Money Collected	17
	Section
    6.07	 	Limitation
    on Suits	17
	Section
    6.08	 	Unconditional
    Right of Holders to Receive Principal and Interest	18
	Section
    6.09	 	Restoration
    of Rights and Remedies	18
	Section
    6.10	 	Rights and
    Remedies Cumulative	18
	Section
    6.11	 	Delay or Omission
    Not Waiver	18
	Section
    6.12	 	Control by
    Holders	18
	Section
    6.13	 	Waiver of
    Past Defaults	19
	Section
    6.14	 	Undertaking
    for Costs	19
	 	 
	ARTICLE
    VII TRUSTEE	19
	 	 	 	 
	Section
    7.01	 	Duties of
    Trustee	19
	Section
    7.02	 	Rights of
    Trustee	20
	Section
    7.03	 	Individual
    Rights of Trustee	21
	Section
    7.04	 	Trustee’s
    Disclaimer	21
	Section
    7.05	 	Notice of
    Defaults	22
	Section
    7.06	 	Reports by
    Trustee to Holders	22
	Section
    7.07	 	Compensation
    and Indemnity	22
	Section
    7.08	 	Replacement
    of Trustee	22
	Section
    7.09	 	Successor
    Trustee by Merger, etc.	23
	Section
    7.10	 	Eligibility;
    Disqualification	23
	Section
    7.11	 	Preferential
    Collection of Claims Against Company	23
	 	 
	ARTICLE
    VIII SATISFACTION AND DISCHARGE; DEFEASANCE	23
	 	 	 	 
	Section
    8.01	 	Satisfaction
    and Discharge of Indenture	23
	Section
    8.02	 	Application
    of Trust Funds; Indemnification	24
	Section
    8.03	 	Legal Defeasance
    of Securities of any Series	25
	Section
    8.04	 	Covenant Defeasance	26
	Section
    8.05	 	Repayment
    to Company	27
	Section
    8.06	 	Reinstatement	27



 

	ARTICLE
    IX AMENDMENTS AND WAIVERS	 27
	 	 	 	 
	Section
    9.01	 	Without Consent
    of Holders	 27
	Section
    9.02	 	With Consent
    of Holders	 28
	Section
    9.03	 	Limitations	 28
	Section
    9.04	 	Compliance
    with Trust Indenture Act	 29
	Section
    9. 05	 	Revocation
    and Effect of Consents	 29
	Section
    9.06	 	Notation on
    or Exchange of Securities	 29
	Section
    9.07	 	Trustee Protected	 29



 






    


     


    

 


	ARTICLE
    X MISCELLANEOUS	 30
	 	 	 	 
	Section
    10.01	 	Trust Indenture
    Act Controls	 30
	Section
    10.02	 	Notices	 30
	Section
    10.03	 	Communication
    by Holders with Other Holders	 30
	Section
    10.04	 	Certificate
    and Opinion as to Conditions Precedent	 31
	Section
    10.05	 	Statements
    Required in Certificate or Opinion	 31
	Section
    10.06	 	Rules by Trustee
    and Agents	 31
	Section
    10.07	 	Legal Holidays	 31
	Section
    10.08	 	No Recourse
    Against Others	 31
	Section
    10.09	 	Counterparts	 31
	Section
    10.10	 	Governing
    Laws	 32
	Section
    10.11	 	No Adverse
    Interpretation of Other Agreements	 32
	Section
    10.12	 	Successors	 32
	Section
    10.13	 	Severability	 32
	Section
    10.14	 	Table of Contents,
    Headings, etc.	 32
	Section
    10.15	 	Securities
    in a Foreign Currency	 32
	Section
    10.16	 	U.S.A. Patriot
    Act	 32
	Section
    10.17	 	Waiver of
    Jury Trial	 33
	 	 
	ARTICLE
    XI SINKING FUNDS	 33
	 	 	 	 
	Section
    11.01	 	Applicability
    of Article	33
	Section
    11.02	 	Satisfaction
    of Sinking Fund Payments with Securities	 33
	Section
    11.03	 	Redemption
    of Securities for Sinking Fund	 34



 



    


     


    

 


SPHERIX
INCORPORATED 


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



 



    


     


    

 


INDENTURE,dated
as of [        ], between Spherix Incorporated, 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 a Saturday, Sunday or other day on which banking institutions are authorized or required
by law, regulation or executive order to close or be closed in the State of New York.


 


“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.


 






    1


     


    

 


“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.


 






    2


     


    

 


“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.


 


“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.


 






    3


     


    

 


“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.


 


“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.


 






    4


     


    

 


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


 


“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.


 


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);


 






    5


     


    

 


(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;


 


(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;


 






    6


     


    

 


(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.


 






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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.


 


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.


 






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(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.


 


(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.


  



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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.


 


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.


 






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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.


 


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.


 






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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.


 


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


 






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(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


 


(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.


 






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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.


 


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.


 






    16


     


    

 


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;


 


(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;


 






    17


     


    

 


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 


(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.


 






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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)
..


 






    19


     


    

 


(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.


 


(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.


 






    20


     


    

 


(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.


 


(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.


 






    21


     


    

 


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.


 


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;


 






    22


     


    

 


(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.


 


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;


 






    23


     


    

 


(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.


 


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.


 






    24


     


    

 


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;


 


(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;


 






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(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;


 


(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;


 






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(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;






(ii) 


(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.


 






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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;


 


(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.


 






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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.


 


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:


 


Spherix
Incorporated





One
Rockefeller Plaza, 11th Floor





New
York, NY 10020





Attention:
Anthony Hayes





Telephone:
(212) 745-1374


 


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 312(c).


 






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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;


 


(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.


 






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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.


 


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.


 






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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.


 


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.


 






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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.


 


[Remainder
of page intentionally left blank] 


 




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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.


 





	 	SPHERIX INCORPORATED
	 	 	 
	 	By:	 
	 	Name:	Anthony Hayes
	 	Title:	Chief Executive Officer
	 	 	 
	 	[         	        ].
	 	as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 





 [Signature
Page to Indenture] 


 






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