EXHIBIT 4.5



DESCRIPTION OF THE REGISTRANT’S
SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF
THE SECURITIES

EXCHANGE ACT OF 1934



As of December 31,
2019, Horizon Technology Finance Corporation had the following two classes of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”): (i) its common stock, $0.001 par value per share (“common
stock”), and (ii) its 6.25% Notes due 2022.



DESCRIPTION OF COMMON STOCK



The following is a
description of some of the terms of our common stock, our amended and restated certificate of incorporation (the “certificate
of incorporation”), our amended and restated bylaws (the “bylaws”) and certain provisions of the Delaware General
Corporation Law (the “DGCL”). The following description is not complete and is subject to, and qualified in its entirety
by reference to, our charter and bylaws, each of which is filed or incorporated by reference as an exhibit to our Annual Report
on Form 10-K of which this Exhibit is a part, and the DGCL. You should read our charter and bylaws and the applicable provisions
of the DGCL for a complete statement of the provisions described under this caption “Description of Common Stock” and
for other provisions that may be important to you.



Under the terms of
our certificate of incorporation, our authorized common stock consists solely of 100,000,000 shares, par value $0.001 per share.
Our common stock is traded on Nasdaq under the symbol “HRZN”. There are no outstanding options or warrants to purchase
our stock. No stock has been authorized for issuance under any equity compensation plans. Under the DGCL, our stockholders generally
are not personally liable for our debts or obligations.



Under the terms of
our certificate of incorporation, all shares of our common stock have equal rights as to earnings, assets, distributions and voting.
When they are issued, shares of our common stock will be duly authorized, validly issued, fully paid and non-assessable. Distributions
may be paid to the holders of our common stock if, as and when declared by our Board out of assets legally available therefor,
subject to any preferential dividend rights of outstanding preferred stock. Holders of common stock are entitled to one vote for
each share held on all matters submitted to a vote of stockholders, including the election of directors, and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may
elect all of the directors standing for election. Upon our liquidation, dissolution or winding up, the holders of common stock
are entitled to receive ratably our net assets available after the payment of all debts and other liabilities and subject to the
prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion
rights. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any series
of preferred stock which we may designate and issue in the future. In addition, holders of our common stock may participate in
our DRIP.



Anti-takeover effects of provisions
of our certificate of incorporation, bylaws, the DGCL and other arrangements.



Certain provisions
of our certificate of incorporation and bylaws, applicable provisions of the DGCL and certain other agreements to which we are
a party may make it more difficult for or prevent an unsolicited third party from acquiring control of us or changing our Board
and management. These provisions may have the effect of deterring hostile takeovers or delaying changes in our control or in our
management. These provisions are intended to enhance the likelihood of continued stability in the composition of our Board and
in the policies furnished by them and to discourage certain types of transactions that may involve an actual or threatened change
in our control. The provisions also are intended to discourage certain tactics that may be used in proxy fights. These provisions,
however, could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also
may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts.



Election
of directors. Our certificate of incorporation and bylaws provide that the affirmative vote of a plurality of all votes
cast at a meeting of stockholders duly called at which a quorum is present shall be sufficient to elect a director. Under our certificate
of incorporation, our Board may amend the bylaws to alter the vote required to elect directors.















Classified
board of directors. The classification of our Board and the limitations on removal of directors and filling of vacancies
could have the effect of making it more difficult for a third party to acquire us, or of discouraging a third party from acquiring
us. Our Board is divided into three classes, with the term of one class expiring at each annual meeting of stockholders. At each
annual meeting, one class of directors is elected to a three-year term. This provision could delay for up to two years the replacement
of a majority of our Board.



Number
of directors; vacancies; removal. Our certificate of incorporation provides that, by amendment to our bylaws, our Board
is authorized to change the number of directors without the consent of stockholders to any number between three and nine.



Our certificate of
incorporation provides that, subject to the rights of any holders of preferred stock, any vacancy on our Board, however the vacancy
occurs, including a vacancy due to an enlargement of our Board, may only be filled by vote of a majority of the directors then
in office.



Subject to the rights
of any holders of preferred stock, a director may be removed at any time at a meeting called for that purpose, but only for cause
and only by the affirmative vote of the holders of at least 75% of the shares then entitled to vote for the election of the respective
director.



The limitations on
the ability of our stockholders to remove directors and fill vacancies could make it more difficult for a third party to acquire,
or discourage a third party from seeking to acquire, control of us.



Action
by stockholders. Under our certificate of incorporation and bylaws, stockholder action can only be taken at an annual
meeting or special meeting and not by written action in lieu of a meeting. This may have the effect of delaying consideration of
a stockholder proposal until the next annual meeting.



Advance
notice requirements for stockholder proposals and director nominations. Our bylaws provide that with respect to an annual
meeting of stockholders, nominations of persons for election to our Board and the proposal of business to be considered by stockholders
may be made only (1) by or at the direction of our Board, (2) pursuant to our notice of meeting or (3) by a stockholder who is
entitled to vote at the meeting and who has complied with the advance notice procedures of the bylaws. Nominations of persons for
election to our Board at a special meeting may be made only (1) by or at the direction of our Board, or (2) provided that our Board
has determined that directors will be elected at the meeting, by a stockholder who is entitled to vote at the meeting and who has
complied with the advance notice provisions of the bylaws. The purpose of requiring stockholders to give us advance notice of nominations
and other business is to afford our Board a meaningful opportunity to consider the qualifications of the proposed nominees and
the advisability of any other proposed business and, to the extent deemed necessary or desirable by our Board, to inform our stockholders
and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings
of stockholders. Although our bylaws do not give our Board any power to disapprove stockholder nominations for the election of
directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors
or the consideration of stockholder proposals if proper procedures are not followed and of discouraging or deterring a third party
from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to
whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.



Amendments
to certificate of incorporation and bylaws. The DGCL provides generally that the affirmative vote of a majority of the
shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless
a corporation’s certificate of incorporation or bylaws requires a greater percentage. Our certificate of incorporation provides
that the affirmative vote of 75% of the then outstanding shares entitled to vote generally in the election of directors voting
together as a single class is required to amend provisions of our certificate of incorporation relating to the classification,
size and vacancies of our Board, as well as the removal of directors. However, if 66 2/3% of the continuing directors have approved
such amendment or repeal, the affirmative vote for such amendment or repeal shall be a majority of such shares. The affirmative
vote of 75% of the then outstanding shares voting together as a single class is required to amend provisions of our certificate
of incorporation relating to the calling of a special meeting of stockholders or the ability to amend or repeal the bylaws. Our
certificate of incorporation permits our Board to amend or repeal our bylaws, provided that any amendment or repeal shall require
the approval of at least 66 2/3% of the continuing directors. The stockholders do not have the right to adopt or repeal the bylaws.



Stockholder
meetings. Our certificate of incorporation and bylaws provide that any action required or permitted to be taken by stockholders
at an annual meeting may only be taken if it is properly brought before such meeting. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must provide timely notice to our Secretary. Notice is timely if it is delivered
by a nationally recognized courier service or mailed by first class United States mail and received not earlier than 90 days nor
more than 120 days in advance of the anniversary of the date our proxy statement was released to stockholders in connection with
the previous year’s annual meeting. Action taken at a special meeting of stockholders is limited to the purposes stated in
the properly provided notice of meeting. These provisions could have the effect of delaying until the next stockholder meeting
actions that are favored by the holders of a majority of our outstanding voting securities.













Calling
of special meetings by stockholders. Our certificate of incorporation and bylaws provide that special meetings of the
stockholders may only be called by our Board, Chairman, Chief Executive Officer or President.



Section
203 of the DGCL. We are subject to the provisions of Section 203 of the DGCL. In general, these provisions prohibit
a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following
the date that the stockholder became an interested stockholder, unless:



| | • | prior to such time, the board of directors approved either
the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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| | • | upon consummation of the transaction that resulted in
the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced; or
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| | • | on or after the date the business combination is approved by the board of directors and authorized
at a meeting of stockholders, by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
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Section 203 defines
 “business combination” to include the following:



| | • | any merger or consolidation involving the corporation
and the interested stockholder;
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| | • | any sale, transfer, pledge or other disposition (in one
transaction or a series of transactions) of 10% or more of either the aggregate market value of all the assets of the corporation
or the aggregate market value of all the outstanding stock of the corporation involving the interested stockholder;
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| | • | subject to certain exceptions, any transaction that results
in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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| | • | any transaction involving the corporation that has the
effect of increasing the proportionate share of the stock of any class or series of the corporation owned by the interested stockholder;
or
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| | • | the receipt by the interested stockholder of the benefit
of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
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In general, Section
203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of
the corporation and any entity or person affiliated with or controlling or controlled by any of these entities or persons.



The statute could
prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire
us.



Conflict
with 1940 Act. Our bylaws provide that, if and to the extent that any provision of the DGCL or our bylaws conflict with
any provision of the 1940 Act, the applicable provision of the 1940 Act will control.



Approval
of certain transactions. To convert us to an open-end investment company, to merge or consolidate us with any entity
in a transaction as a result of which the governing documents of the surviving entity do not contain substantially the same anti-takeover
provisions as are provided in our certificate of incorporation, to liquidate and dissolve us, or to amend any of the anti-takeover
provisions discussed herein, our certificate of incorporation requires the affirmative vote of a majority of our continuing directors
followed by the favorable vote of the holders of at least 75% of each affected class or series of our shares, voting separately
as a class or series, unless such amendment has been approved by the holders of at least 80% of the then outstanding shares of
our capital stock, voting together as a single class. If approved in the foregoing manner, our conversion to an open-end investment
company could not occur until 90 days after the stockholders meeting at which such conversion was approved and would also require
at least 30 days’ prior notice to all stockholders. As part of any such conversion to an open-end investment company, substantially
all of our investment policies and strategies and portfolio would have to be modified to assure the degree of portfolio liquidity
required for open-end investment companies. In the event of conversion, the common shares would cease to be listed on any national
securities exchange or market system. Stockholders of an open-end investment company may require the company to redeem their shares
at any time, except in certain circumstances as authorized by or under the 1940 Act, at their net asset value, less such redemption
charge, if any, as might be in effect at the time of a redemption. You should assume that it is not likely that our Board would
vote to convert us to an open-end fund.













The 1940 Act defines
 “a majority of the outstanding voting securities” as the lesser of a majority of the outstanding shares and 67% of
a quorum of a majority of the outstanding shares. For the purposes of calculating “a majority of the outstanding voting securities”
under our certificate of incorporation, each class and series of our shares vote together as a single class, except to the extent
required by the 1940 Act or our certificate of incorporation, with respect to any class or series of shares. If a separate class
vote is required, the applicable proportion of shares of the class or series, voting as a separate class or series, also will be
required.



Our Board has determined
that provisions with respect to our Board and the stockholder voting requirements described above, which voting requirements are
greater than the minimum requirements under the DGCL or the 1940 Act, are in the best interest of stockholders generally.



Limitations of liability and indemnification



The indemnification
of our officers and directors is governed by Section 145 of the DGCL, and our certificate of incorporation and bylaws. Subsection
(a) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action,
suit or proceeding if (1) such person acted in good faith, (2) in a manner such person reasonably believed to be in or not opposed
to the best interests of the corporation and (3) with respect to any criminal action or proceeding, such person had no reasonable
cause to believe the person’s conduct was unlawful.



Subsection (b) of Section
145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit if such person acted in good faith and in a manner the person reasonably believed
to be in, or not opposed to, the best interests of the corporation, and except that no indemnification may be made in respect of
any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent
that the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other court deems proper.



Section 145 of the DGCL
further provides that to the extent that a present or former director or officer is successful, on the merits or otherwise, in
the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in defense
of any claim, issue or matter therein, such person will be indemnified against expenses (including attorneys’ fees) actually
and reasonably incurred by such person in connection with such action, suit or proceeding. In all cases in which indemnification
is permitted under subsections (a) and (b) of Section 145 of the DGCL (unless ordered by a court), it will be made by the corporation
only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee
or agent is proper in the circumstances because the applicable standard of conduct has been met by the party to be indemnified.
Such determination must be made, with respect to a person who is a director or officer at the time of such determination, (1) by
a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by
a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no
such directors, or if such directors so direct, by independent legal counsel in a written opinion or (4) by the stockholders. The
statute authorizes the corporation to pay expenses incurred by an officer or director in advance of the final disposition of a
proceeding upon receipt of an undertaking by or on behalf of the person to whom the advance will be made, to repay the advances
if it is ultimately determined that he or she was not entitled to indemnification. Section 145 of the DGCL also provides that indemnification
and advancement of expenses permitted under such Section are not to be exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
Section 145 of the DGCL also authorizes the corporation to purchase and maintain liability insurance on behalf of its directors,
officers, employees and agents regardless of whether the corporation would have the statutory power to indemnify such persons against
the liabilities insured.













Our certificate of incorporation
provides that our directors will not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a
director to the fullest extent permitted by the DGCL. Section 102(b)(7) of the DGCL provides that the personal liability of a director
to a corporation or its stockholders for breach of fiduciary duty as a director may be eliminated except for liability (1) for
any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, relating to unlawful
payment of distributions or unlawful stock purchases or redemption of stock or (4) for any transaction from which the director
derives an improper personal benefit.



Under our certificate
of incorporation, we fully indemnify any person who was or is involved in any actual or threatened action, suit or proceeding by
reason of the fact that such person is or was one of our directors or officers. So long as we are regulated under the 1940 Act,
the above indemnification and limitation of liability is limited by the 1940 Act or by any valid rule, regulation or order of the
SEC thereunder. The 1940 Act provides, among other things, that a company may not indemnify any director or officer against liability
to it or its security holders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of his or her office unless a determination is made
by final decision of a court, by vote of a majority of a quorum of directors who are disinterested, non-party directors or by independent
legal counsel that the liability for which indemnification is sought did not arise out of the foregoing conduct.



We have obtained liability
insurance for our directors and officers. In addition, we have entered into indemnification agreements with each of our directors
and officers in order to effect the foregoing except to the extent that such indemnification would exceed the limitations on indemnification
under Section 17(h) of the 1940 Act.













DESCRIPTION OF NOTES



Our 6.25% Notes due
2022 (the “notes”) were issued under an indenture dated as of March 23, 2012 (the “base indenture”), as
amended and supplemented by a second supplemental indenture dated as of September 27, 2017 (the “supplemental indenture;”
the base indenture, as amended and supplemented by the supplemental indenture, is hereinafter called the “indenture”),
each between us and U.S. Bank National Association, as trustee.



We may issue our debt
securities under the indenture from time to time in one or more series. The notes are a separate series of our debt securities
issued and outstanding under the indenture, which means that, for purposes of giving any consent, notice or waiver or taking any
other action under the indenture, the registered holders of the notes will act separately from the registered holders of each other
series of our debt securities that may be outstanding under the indenture from time to time. Unless otherwise expressly stated
or the context otherwise requires, references to “debt securities” under this caption “Description of Notes”
and the caption “Description of Indenture” below shall include the notes.



The description of some
of the terms of the notes and the indenture contained under this caption “Description of Notes” are not complete and
are subject to, and qualified in their entirety by reference to, the indenture and the form of the notes, which are incorporated
by reference as exhibits to the Annual Report on Form 10-K of which this Exhibit is a part. You should read the indenture and the
form of the notes for a complete statement of the provisions described under this caption “Description of Notes” and
other provisions that may be important to you.



General



The Notes:



| | • | were issued in an initial principal amount of $37,375,000;
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| | • | will mature on September 15, 2022, unless redeemed prior
to maturity;
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| | • | were issued in denominations of $25 and integral multiples
of $25 in excess thereof;
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| | • | are redeemable in whole or in part at any time or from
time to time on and after September 15, 2019, at a redemption price of $25 per Note plus accrued and unpaid interest payments
otherwise payable for the then-current quarterly interest period accrued to the date fixed for redemption as described under “—
Redemption and Repayment” below;
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| | • | are listed on NYSE under the symbol “HTFA”.
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The Notes are our direct
unsecured obligations and rank:



| | • | pari passu with current and future unsecured unsubordinated
indebtedness;
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| | • | senior to any of our future indebtedness that expressly
provides it is subordinated to the Notes;
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| | • | effectively subordinated to all of our existing and future
secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent
of the value of the assets securing such indebtedness; and
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| | • | structurally subordinated to all existing and future
indebtedness and other obligations of any of our subsidiaries, financing vehicles or similar facilities, including without limitation
amounts outstanding under our revolving credit facility with KeyBank National Association (the “Key Facility”).
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Our subsidiaries are
separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due on the Notes or to
make any funds available for payment on the Notes, whether by dividends, loans or other payments. In addition, the payment of dividends
and the making of loans and advances to us by our subsidiaries may be subject to statutory, contractual or other restrictions,
may depend on the earnings or financial condition of all of the foregoing and are subject to various business considerations. As
a result, we may be unable to gain significant, if any, access to the cash flow or assets of our subsidiaries.



The Indenture does not
limit the amount of debt (secured and unsecured) that we and our subsidiaries may incur or our ability to pay dividends, sell assets,
enter into transactions with affiliates or make investments. In addition, the Indenture does not contain any provisions that would
necessarily protect holders of Notes if we become involved in a highly leveraged transaction, reorganization, merger or other similar
transaction that adversely affects us or them.













The Notes are issuable
in fully registered form only, without coupons, in minimum denominations of $25 and integral multiples thereof. The Notes are represented
by one or more global notes deposited with or on behalf of DTC, or a nominee thereof. Except as otherwise provided in the Indenture,
the Notes are registered in the name of that depositary or its nominee. We will make payments on a global security in accordance
with the applicable policies of the depositary as in effect from time to time. Under those policies, we will make payments directly
to the depositary, or its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect
holder’s right to those payments will be governed by the rules and practices of the depositary and its participants.



We are permitted, under
specified conditions, to issue multiple classes of indebtedness if our asset coverage, as defined in the 1940 Act, is at least
equal to 200% immediately after each such issuance. In addition, while any indebtedness and senior securities remain outstanding,
we must make provisions to prohibit the distribution to our stockholders or the repurchase of such securities or shares unless
we meet the applicable asset coverage ratios at the time of the distribution or repurchase. Specifically, we may be precluded from
declaring dividends or repurchasing shares of our common stock unless our asset coverage is at least 200%. We may also borrow amounts
up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage.



Interest Provisions Related to the Notes



Interest on the Notes
accrues at the rate of 6.25% per annum and is payable quarterly on each March 15, June 15, September 15, and December 15. The interest
periods will be the periods from and including an interest payment date to, but excluding, the next interest payment date or the
stated maturity date, as the case may be. We will pay interest to those persons who were holders of record of such Notes on the
first day of the month during which each interest payment date occurs: each March 1, June 1, September 1 and December 1, commencing
December 1, 2017.



Interest on the Notes
accrues from the date of original issuance and is computed on the basis of a 360-day year comprised of twelve 30-day months. The
notes are not entitled to the benefit of any sinking fund.



Interest payments
are made only on a business day, defined in the Indenture as each Monday, Tuesday, Wednesday, Thursday and Friday that is not a
day on which banking institutions in New York City and Chicago are authorized or required by law or executive order to close. If
any interest payment is due on a non-business day, we will make the payment on the next day that is a business day. Payments made
on the next business day in this situation will be treated under the Indenture as if they were made on the original due date. Such
payment will not result in a default under the Notes or the Indenture, and no interest will accrue on the payment amount from the
original due date to the next day that is a business day.



Redemption and Repayment



The Notes may be redeemed
in whole or in part at any time or from time to time at our option on or after September 15, 2019, upon not less than 30 days nor
more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of $25 per Note
plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to the date
fixed for redemption.



Holders may be prevented
from exchanging or transferring the Notes when they are subject to redemption. In case any Notes are to be redeemed in part only,
the redemption notice will provide that, upon surrender of such Note, a holder will receive, without a charge, a new Note or Notes
of authorized denominations representing the principal amount of a holder’s remaining unredeemed Notes.



Any exercise of our
option to redeem the Notes will be done in compliance with the 1940 Act, to the extent applicable.



If we redeem only a
portion of the Notes, the Trustee will determine the method for selection of the particular Notes to be redeemed in compliance
with the requirements of the NYSE (or such other principal national securities exchange on which the Notes are then listed), or,
if the Notes are not then listed on any national securities exchange, on a pro rata basis, by lot, or by such method as the trustee
deems fair and appropriate, in accordance with the 1940 Act to the extent applicable and in accordance with any applicable depositary
procedures. Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue
on the Notes called for redemption.













Holders do not have
the option to have the Notes repaid prior to the stated maturity date.



Trading Characteristics



We expect the Notes
to trade at a price that takes into account the value, if any, of accrued and unpaid interest. This means that purchasers will
not pay, and sellers will not receive, accrued and unpaid interest on the Notes that is not included in their trading price. Any
portion of the trading price of a Note that is attributable to accrued and unpaid interest will be treated as a payment of interest
for U.S. federal income tax purposes and will not be treated as part of the amount realized for purposes of determining gain or
loss on the disposition of the Notes.



Certain Covenants



In addition to standard
covenants relating to payment of principal and interest, maintaining an office where payments may be made or securities surrendered
for payment, payment of taxes and related matters, the following covenants apply to the Notes.



Reporting



We have agreed to provide
to holders of the Notes and the trustee (if at any time when Notes are outstanding we are not subject to the reporting requirements
of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the SEC), our audited annual consolidated financial
statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our
fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects,
in accordance with applicable United States generally accepted accounting principles.



940 Act Compliance



We have agreed that,
for the period of time during which the Notes are outstanding, we will not violate Section 18(a)(1)(A) as modified by Section 61(a)(1)
of the 1940 Act or any successor provisions.



We have agreed that,
for the period of time during which the Notes are outstanding, we will not violate Section 18(a)(1)(B) as modified by (i) Section
61(a)(1) of the 1940 Act, the definitional provisions of the 1940 Act or any successor provisions and after giving effect to any
exemptive relief granted to us by the SEC and (ii) the two other exceptions set forth below. These statutory provisions of the
1940 Act are not currently applicable to us and will not be applicable to us as a result of this offering. However, if Section
18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act were currently applicable to us in connection with this offering, these
provisions would generally prohibit us from declaring any cash dividend or distribution upon any class of our capital stock, or
purchasing any such capital stock if our asset coverage, as defined for purposes of Section 18(a)(1)(B) in the 1940 Act, were below
200% at the time of the declaration of the dividend or distribution or purchase and after deducting the amount of such dividend,
distribution, or purchase. Under the covenant, we will be permitted to declare a cash dividend or distribution notwithstanding
the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act, but only up to such amount as
is necessary for us to maintain our status as a regulated investment company under Subchapter M of the Internal Revenue Code of
1986. Furthermore, the covenant will not be triggered unless and until such time as our asset coverage has not been in compliance
with the minimum asset coverage required by Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act (after giving effect
to any exemptive relief granted to us by the SEC) for more than six consecutive months.



Events of Default



A holder will have rights
if an Event of Default occurs in respect of the Notes and is not cured, as described later in this subsection.



The term “Event
of Default” in respect of the Notes means any of the following:



| | • | We do not pay the principal of, or any premium on, the
Notes when due, whether at maturity, upon redemption or otherwise.
| | - | -------------------------------------------------------------------------------------------------------------------------



| | • | We do not pay interest on the Notes when due, and such
default is not cured within 30 days.
| | - | -------------------------------------------------------------------------------------------



| | • | We remain in breach of a covenant in respect of the Notes
for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee,
if such default is known to a responsible officer of the trustee or a responsible officer of the trustee has received written
notice of such default, or holders of at least 25% of the principal amount of the Notes.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













| | • | The acceleration of our or our subsidiaries’ indebtedness
for money borrowed in aggregate principal amount of $10 million or more so that it becomes due and payable before the date on
which it would otherwise have become due and payable, if such acceleration is not rescinded within 30 days after we receive a
written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25% of
the principal amount of the Notes.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | We or any of our subsidiaries fail, within 30 days, to pay, bond or otherwise discharge any final, non-appealable judgments or orders for the payment of money the total uninsured amount of which for us or any of our subsidiaries exceeds $10 million, which are not stayed on appeal.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | We or any of our subsidiaries that is a “significant
subsidiary” (as defined in Regulation S-X under the Exchange Act) or any group of our subsidiaries that in the aggregate
would constitute a “significant subsidiary” file for bankruptcy, or certain other events of bankruptcy, insolvency
or reorganization occur and in the case of certain orders or decrees entered against us under bankruptcy law, such order or decree
remains undischarged or unstayed for a period of 60 days.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On the last business day of each of twenty-four consecutive
calendar months, we have an asset coverage of less than 100%.
| | - | -------------------------------------------------------------------------------------------------------------------------



The trustee may withhold
notice to the holders of the Notes any default, except in the payment of principal, premium or interest, if it considers the withholding
of notice to be in the best interests of the holders.



Remedies if an Event of Default Occurs



If an Event of Default,
other than an Event of Default referred to in the second to last bullet point above with respect to us (but including an Event
of Default referred to in that bullet point solely with respect to a significant subsidiary, or group of subsidiaries that in the
aggregate would constitute a significant subsidiary of ours), has occurred and has not been cured, the trustee, if such event of
default is known to a responsible officer of the trustee or a responsible officer of the trustee has received written notice of
such event of default, or the holders of at least 25% in principal amount of Notes may declare the entire principal amount of all
the Notes to be due and immediately payable. If an Event of Default referred to in the second to last bullet point above with respect
to us (and not solely with respect to a significant subsidiary, or group of subsidiaries that in the aggregate would constitute
a significant subsidiary of ours) has occurred, the entire principal amount of all the Notes will automatically become due and
immediately payable. This is called a declaration of acceleration of maturity. In certain circumstances, a declaration of acceleration
of maturity may be canceled by the holders of a majority in principal amount of the Notes.



The trustee is not
required to take any action under the Indenture at the request of any holders unless the holders offer the trustee reasonable protection
from expenses and liability (called an “indemnity”) (Section 315 of the Trust Indenture Act of 1939). If reasonable
indemnity is provided, the holders of a majority in principal amount of the Notes may direct the time, method and place of conducting
any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions
in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy
or Event of Default.



Before a holder is
allowed to bypass the trustee and bring their own lawsuit or other formal legal action or take other steps to enforce their rights
or protect their interests relating to the Notes, the following must occur:



| | • | A holder must give the trustee written notice that an
Event of Default has occurred and remains uncured.
| | - | --------------------------------------------------------------------------------------------------------



| | • | The holders of at least 25% in principal amount of all
outstanding Notes must make a written request that the trustee take action because of the default and must offer reasonable indemnity
to the trustee against the cost and other liabilities of taking that action.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The trustee must not have taken action for 60 calendar
days after receipt of the above notice and offer of indemnity.
| | - | ---------------------------------------------------------------------------------------------------------------------













| | • | The holders of a majority in principal amount of the
Notes must not have given the trustee a direction inconsistent with the above notice during that 60 calendar day period.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



However, a holder
is entitled at any time to bring a lawsuit for the payment of money due on Notes on or after the due date.



Holders of a majority
in principal amount of the Notes may waive any past defaults other than:



| | • | the payment of principal, any premium or interest; or
| | - | -----------------------------------------------------



| | • | in respect of a covenant that cannot be modified or amended
without the consent of each holder.
| | - | -----------------------------------------------------------------------------------------------



Each year, we will
furnish to the trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with
the Indenture, or else specifying any default.



Merger or Consolidation



Under the terms of
the Indenture, we are generally permitted to consolidate or merge with another entity. We are also permitted to sell all or substantially
all of our assets to another entity. However, we may not consolidate with or into any other corporation or convey or transfer all
or substantially all of our property or assets to any person unless all the following conditions are met:



| | • | Where we merge out of existence or sell our assets, the
resulting entity must agree to be legally responsible for all of our obligations under the Notes and the Indenture.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Immediately after giving effect to such transaction,
no Default or Event of Default shall have happened and be continuing.
| | - | --------------------------------------------------------------------------------------------------------------------------



| | • | We must deliver certain certificates and documents to
the trustee.
| | - | ------------------------------------------------------------------



Modification or Waiver



There are three types
of changes we can make to the Indenture and the Notes.



Changes Requiring Approval of Holders



First, there are changes
that we cannot make to the Notes without the specific approval of the holders. The following is a list of those types of changes:



| | • | change the stated maturity of the principal of or interest
on the Notes;
| | - | ------------------------------------------------------------------------



| | • | reduce any amounts due on the Notes;
| | - | ------------------------------------



| | • | reduce the amount of principal payable upon acceleration
of the maturity of the Notes following a default;
| | - | ----------------------------------------------------------------------------------------------------------



| | • | adversely affect any right of repayment at the holder’s
option;
| | - | ---------------------------------------------------------------



| | • | change the place (except as otherwise described in the
accompanying prospectus or prospectus supplement) or currency of payment on the Notes;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | • | impair a holder’s right to sue for payment;
| | - | -------------------------------------------



| | • | reduce the percentage of holders of Notes whose consent
is needed to modify or amend the Indenture;
| | - | ---------------------------------------------------------------------------------------------------



| | • | reduce the percentage of holders of Notes whose consent
is needed to waive compliance with certain provisions of the Indenture or to waive certain defaults;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | modify any other aspect of the provisions of the Indenture
dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or
the waiver of certain covenants; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | change any obligation we have to pay additional amounts.
| | - | --------------------------------------------------------













Changes Not Requiring Approval



The second type of
change does not require any vote by the holders of the Notes. This type is limited to clarifications and certain other changes
that would not adversely affect holders of the Notes in any material respect. We also do not need any approval to make any change
that affects only debt securities to be issued under the indenture after the change takes effect.



Changes Requiring Majority Approval



Any other change to
the Indenture and the Notes would require the following approval:



| | • | If the change affects only the Notes, it must be approved
by the holders of a majority in principal amount of the Notes outstanding at such time.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | • | If the change affects more than one series of debt securities
issued under the indenture, it must be approved by the holders of a majority in principal amount of all of the series affected
by the change, with all affected series voting together as one class for this purpose.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The holders of a majority
in principal amount of all of the series of debt securities issued under an indenture, voting together as one class for this purpose,
may waive our compliance with some of our covenants in that indenture. However, we cannot obtain a waiver of a payment default
or of any of the matters covered by the bullet points included above under “— Changes Requiring Approval of Holders.

”

Defeasance



Covenant Defeasance



Under current United
States federal tax law, we can make the deposit described below and be released from some of the restrictive covenants in the Indenture
under which the Notes were issued. This is called “covenant defeasance.” In that event, a holder would lose the protection
of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay
a holder’s Notes. In order to achieve covenant defeasance, we must do the following:



| | • | We must irrevocably deposit in trust for the benefit
of all holders of such Notes a combination of money and United States government or United States government agency notes or bonds
that will generate enough cash to make interest, principal and any other payments on the Notes on their various due dates. No
Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, or in
the case of a bankruptcy Event of Default, at any time during the period ending on the 91st day after the date of such deposit.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | We must deliver to the trustee a legal opinion of our
counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing holders to be
taxed on the Notes any differently than if we did not make the deposit and just repaid the Notes ourselves at maturity.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We must deliver to
the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act
and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied
with.



If we accomplish covenant
defeasance, a holder can still look to us for repayment of the Notes if there were a shortfall in the trust deposit or the trustee
is prevented from making payment. For example, if one of the remaining Events of Default occurred (such as our bankruptcy) and
the Notes became immediately due and payable, there might be a shortfall. Depending on the event causing the default, a holder
may not be able to obtain payment of the shortfall.



Full Defeasance



If there is a change
in U.S. federal tax law, as described below, we can legally release ourselves from all payment and other obligations on the Notes
(called “full defeasance”) if we put in place the following other arrangements for a holder to be repaid:



| | • | We must deposit in trust for the benefit of all holders
of such Notes a combination of money and United States government or United States government agency notes or bonds that will
generate enough cash to make interest, principal and any other payments on the Notes and for payment of amounts due to the trustee.
No Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, or
in the case of a bankruptcy Event of Default, at any time during the period ending on the 91st day after the date of such deposit.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













| | • | We must deliver to the trustee a legal opinion confirming
that there has been a change in current U.S. federal tax law or a ruling issued by the Internal Revenue Service, or IRS, that
allows us to make the above deposit without causing holders to be taxed on the Notes any differently than if we did not make the
deposit and just repaid the Notes ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release
from the Notes would be treated as though we paid holders their share of the cash and notes or bonds at the time the cash and
notes or bonds were deposited in trust in exchange for their Notes and holders would recognize gain or loss on the Notes at the
time of the deposit.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | We must deliver to the trustee a legal opinion of our
counsel stating that the above deposit does not require registration by us under the 1940 Act and a legal opinion and officers’
certificate stating that all conditions precedent to defeasance have been complied with.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If we ever did accomplish
full defeasance, as described above, holders would have to rely solely on the trust deposit for repayment of the Notes. Holders
could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected
from claims of our lenders and other creditors if we ever became bankrupt or insolvent.



No service charge will
be made for any registration of transfer or any exchange of Notes, but we may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith.



Satisfaction and Discharge



The Indenture will
be discharged and will cease to be of further effect with respect to the Notes when either:



| | • | all the Notes that have been authenticated have been
delivered to the trustee for cancellation; or
| | - | --------------------------------------------------------------------------------------------------



| | • | all the Notes that have not been delivered to the trustee
for cancellation:
| | - | ---------------------------------------------------------------------------



| | • | have become due and payable,
| | - | ----------------------------



| | • | will become due and payable at their stated maturity
within one year, or
| | - | ------------------------------------------------------------------------



| | • | are to be called for redemption within one year, and
we, in the case of the first, second and third sub-bullets above, have irrevocably deposited or caused to be deposited with the
trustee as trust funds in trust solely for the benefit of the holders of the Notes, in amounts as will be sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all principal, premium,
if any, and interest) on such Notes delivered to the trustee for cancellation (in the case of Notes that 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,
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | we have paid or caused to be paid all other sums payable
by us under the Indenture with respect to the Notes; and
| | - | -----------------------------------------------------------------------------------------------------------------



| | • | we have delivered to the trustee an officers’ certificate
and legal opinion, each stating that all conditions precedent provided for in the Indenture, including amounts payable to the
trustee, relating to the satisfaction and discharge of the Indenture and the Notes have been complied with.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Additional Notes and Additional Series
of Notes



We may from time to
time, without notice to or the consent of the registered holders of the Notes, create and issue further notes ranking equally and
ratably with the Notes in all respects, including having the same CUSIP number, so that such further notes shall be consolidated
and form a single series of notes and shall have the same terms as to status or otherwise as the Notes. No additional notes may
be issued if an event of default has occurred and is continuing with respect to the Notes. The indenture also allows for the issuance
of additional series of debt securities from time to time.













The Trustee Under the Indenture



U.S. Bank National
Association serves as the trustee under the Indenture.



Payment, Paying Agent, Registrar and
Transfer Agent



The principal amount
of each Note is payable on the stated maturity date at the office of the Paying Agent, Registrar and Transfer Agent for the Notes
or at such other office in New York City as we may designate. The trustee acts as Paying Agent, Registrar and Transfer Agent for
the Notes.



Governing Law



The Indenture and the
Notes are governed by the laws of the State of New York.



Book-Entry Debt Securities



DTC acts as securities
depository for the Notes. The Notes are issued as fully registered securities registered in the name of Cede & Co. (DTC’s
partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate
is issued for the Notes, in the aggregate principal amount of such issue, and is deposited with DTC.



DTC is a limited-purpose
trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform
Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
DTC holds and provides asset servicing for issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and
money market instruments that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates
the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through
electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need
for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository
Trust & Clearing Corporation (“DTCC”).



DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing
agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain
a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”).



Purchases of debt securities
under the DTC system must be made by or through Direct Participants, which will receive a credit for the debt securities on DTC’s
records. The ownership interest of each actual purchaser of each security (“Beneficial Owner”) is in turn to be recorded
on the Direct and Indirect Participants’ records. Beneficial Owners do not receive written confirmation from DTC of their
purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well
as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the debt securities are to be accomplished by entries made on the books of
Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners do not receive certificates representing
their ownership interests in debt securities, except in the event that use of the book-entry system for the debt securities is
discontinued.



To facilitate subsequent
transfers, all debt securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership
nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of debt securities
with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the debt securities; DTC’s records reflect only the identity
of the Direct Participants to whose accounts such debt securities are credited, which may or may not be the Beneficial Owners.
The Direct and Indirect Participants are responsible for keeping account of their holdings on behalf of their customers.



Conveyance of notices
and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants
and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.













Redemption notices
shall be sent to DTC. If less than all of the debt securities within an issue are being redeemed, DTC’s practice is to determine
by lot the amount of the interest of each Direct Participant in such issue to be redeemed.



Neither DTC nor Cede
 & Co. (nor such other DTC nominee) will consent or vote with respect to the Notes unless authorized by a Direct Participant
in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose
accounts the Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).



Redemption proceeds,
distributions, and dividend payments on the Notes will be made to Cede & Co., or such other nominee as may be requested by
an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon. DTC’s receipt
of funds and corresponding detail information from us or the trustee on the payment date in accordance with their respective holdings
shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,”
and will be the responsibility of such Participant and not of DTC nor its nominee, the trustee, or us, subject to any statutory
or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments
to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of us
or the trustee, but disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.



DTC may discontinue
providing its services as securities depository with respect to the Notes at any time by giving reasonable notice to us or to the
trustee. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required
to be printed and delivered. We may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor
securities depository). In that event, certificates will be printed and delivered to DTC.



The information in
this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but
we take no responsibility for the accuracy thereof.