Exhibit 4.3


 


CLPS Incorporation


 


 






 


INDENTURE


 


Dated as of [    ]


 


 






 


[    ]


 


 






 


 


 






 




     


     


    




 


TABLE OF CONTENTS 


 


	 	 	Page
	 	ARTICLE I	 
	 	DEFINITIONS AND INCORPORATION BY REFERENCE	 
	 	 	 
	Section 1.1	Definitions	1
	Section 1.2	Other Definitions	3
	Section 1.3	Incorporation by Reference of Trust Indenture Act	4
	Section 1.4	Rules of Construction	4
	 	 
	 	ARTICLE II	 
	 	THE SECURITIES	 
	 	 
	Section 2.1	Issuable in Series	4
	Section 2.2	Establishment of Terms of Series of Securities	4
	Section 2.3	Execution and Authentication	6
	Section 2.4	Registrar and Paying Agent	7
	Section 2.5	Paying Agent to Hold Money in Trust	7
	Section 2.6	Security Holder Lists	7
	Section 2.7	Transfer and Exchange	8
	Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities	8
	Section 2.9	Outstanding Securities	8
	Section 2.10	Treasury Securities	9
	Section 2.11	Temporary Securities	9
	Section 2.12	Cancellation	9
	Section 2.13	Defaulted Interest	9
	Section 2.14	Global Securities	9
	Section 2.15	CUSIP Numbers	10
	 	 	 
	 	ARTICLE III	 
	 	REDEMPTION	 
	 	 	 
	Section 3.1	Notice to Trustee	11
	Section 3.2	Selection of Securities to be Redeemed	11
	Section 3.3	Notice of Redemptionkon	11
	Section 3.4	Effect of Notice of Redemption	12
	Section 3.5	Deposit of Redemption Price	12
	Section 3.6	Securities Redeemed in Part	12





 









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	 	ARTICLE IV	 
	 	COVENANTS	 
	 	 	 
	Section 4.1	Payment of Principal and Interest	12
	Section 4.2	SEC Reports	12
	Section 4.3	Compliance Certificate	12
	Section 4.4	Stay, Extension and Usury Laws	12
	Section 4.5	Corporate Existence	13
	 	 	 
	 	ARTICLE V	 
	 	SUCCESSORS	 
	 	 	 
	Section 5.1	When Company May Merge, Etc.	13
	Section 5.2	Successor Corporation Substituted	13
	 	 	 
	 	ARTICLE VI	 
	 	DEFAULTS AND REMEDIES	 
	 	 	 
	Section 6.1	Events of Default	14
	Section 6.2	Acceleration of Maturity; Rescission and Annulment	14
	Section 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee	15
	Section 6.4	Trustee May File Proofs of Claim	15
	Section 6.5	Trustee May Enforce Claims Without Possession of Securities	16
	Section 6.6	Application of Money Collected	16
	Section 6.7	Limitation on Suits	16
	Section 6.8	Unconditional Right of Holders to Receive Principal and Interest	17
	Section 6.9	Restoration of Rights and Remedies	17
	Section 6.10	Rights and Remedies Cumulative	17
	Section 6.11	Delay or Omission Not Waiver	17
	Section 6.12	Control by Holders	17
	Section 6.13	Waiver of Past Defaults	18
	Section 6.14	Undertaking for Costs	18
	 	 	 
	 	ARTICLE VII	 
	 	TRUSTEE	 
	 	 	 
	Section 7.1	Duties of Trustee	18
	Section 7.2	Rights of Trustee	19
	Section 7.3	Force Majeure	20
	Section 7.4	Individual Rights of Trustee	20
	Section 7.5	Trustee’s Disclaimer	20
	Section 7.6	Notice of Defaults	21
	Section 7.7	Reports by Trustee to Holders	21
	Section 7.8	Compensation and Indemnity	21
	Section 7.9	Replacement of Trustee	22
	Section 7.10	Successor Trustee by Merger, etc.	22
	Section 7.11	Eligibility; Disqualification	22
	Section 7.12	Preferential Collection of Claims Against Company	22


 




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	 	ARTICLE VIII	 
	 	SATISFACTION AND DISCHARGE; DEFEASANCE	 
	 	 	 
	Section 8.1	Satisfaction and Discharge of Indenture	23
	Section 8.2	Application of Trust Funds; Indemnification	23
	Section 8.3	Legal Defeasance of Securities of any Series	24
	Section 8.4	Covenant Defeasance	25
	Section 8.5	Repayment to Company	26
	 	 
	 	ARTICLE IX	 
	 	SUPPLEMENTAL INDENTURES, AMENDMENTS AND WAIVERS	 
	 	 
	Section 9.1	Without Consent of Holders	26
	Section 9.2	With Consent of Holders	26
	Section 9.3	Limitations	27
	Section 9.4	Compliance with Trust Indenture Act	27
	Section 9.5	Revocation and Effect of Consents	27
	Section 9.6	Notation on or Exchange of Securities	27
	Section 9.7	Trustee Protected	27
	 	 
	 	ARTICLE X	 
	 	MISCELLANEOUS	 
	 	 
	Section 10.1	Trust Indenture Act Controls	28
	Section 10.2	Notices	28
	Section 10.3	Communication by Holders with Other Holders	28
	Section 10.4	Certificate and Opinion as to Conditions Precedent	28
	Section 10.5	Statements Required in Certificate or Opinion	29
	Section 10.6	Rules by Trustee and Agents	29
	Section 10.7	Legal Holidays	29
	Section 10.8	No Recourse Against Others	29
	Section 10.9	Counterparts	29
	Section 10.10	Governing Laws	29
	Section 10.11	No Adverse Interpretation of Other Agreements	29
	Section 10.12	Successors	30
	Section 10.13	Severability	30
	Section 10.14	Table of Contents, Headings, Etc.	30
	Section 10.15	Securities in a Foreign Currency or in ECU	30
	Section 10.16	Judgment Currency	30
	 	 	 
	 	ARTICLE XI	 
	 	SINKING FUNDS	 
	 	 	 
	Section 11.1	Applicability of Article	31
	Section 11.2	Satisfaction of Sinking Fund Payments with Securities	31
	Section 11.3	Redemption of Securities for Sinking Fund	31


 


Form of Indenture


 


Indenture dated as of [   ] between
CLPS Incorporation, Inc., a Cayman Islands company (“Company”), and [  ] (“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.


 









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ARTICLE I


 


DEFINITIONS AND INCORPORATION BY REFERENCE 


 


Section 1.1 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.


 


“Affiliate” of any specified
person means any other person directly or indirectly controlling or controlled by or under 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,
Paying Agent or Notice Agent.


 


“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, unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, any day
except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law,
regulation or executive order to close or a day the Corporate Trust Office is closed.


 


“Capital Stock” means any and
all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.


 


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


 


“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 Chairman, its Chief Executive Officer, or any Vice President and by its Chief Financial
Officer and delivered to the Trustee.


 


“Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust business shall be principally administered.


 


“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 in 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 6.2.


 






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


  


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“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 Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other
entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of determination.


 


“Global Security” or “Global
Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2 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” or “Security
Holder” means a person in whose name a Security is registered.


 


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


 


“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, means the date on which the principal of such Security 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 Chairman,
the Chief Executive Officer, any Vice President, or the Chief Financial Officer 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, which opinion, is 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 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 and
who shall in each case have direct responsibility for the administration of this Indenture.


 






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“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 2.1
and 2.2 hereof.


 


“Stated Maturity” when used
with respect to any Security, means the date specified in such Security as the fixed date on which the principal of such Security or interest
is due and payable.


 


“Subsidiary” of any specified
person means any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or
a combination thereof.


 


“TIA” means the Trust Indenture
Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture; 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 or include each person who is then a Trustee
hereunder, and if at any time there is more than one such person, “Trustee” as used with respect to the Securities of any
Series shall mean the Trustee with respect to Securities of that Series.


 


“U.S. Government 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 in the case of (i) and (ii) 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 1.2 Other Definitions.


 


	TERM	 	DEFINED IN SECTION
	“Bankruptcy Law”	 	6.1
	“Custodian”	 	6.1
	“Event of Default”	 	6.1
	“Journal”	 	10.15
	“Judgment Currency”	 	10.16
	“Legal Holiday”	 	10.7
	“mandatory sinking fund payment”	 	11.1
	“Market Exchange Rate”	 	10.15
	“New York Banking Day”	 	10.16
	“Notice Agent”	 	2.4
	“optional sinking fund payment”	 	11.1
	“Paying Agent”	 	2.4
	“Registrar”	 	2.4
	“Required Currency”	 	10.16
	“successor person”	 	5.1


 



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Section 1.3 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 Security Holder.


 


“indenture to be qualified”
means this Indenture.


 


“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 1.4 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 GAAP;


 


(c) “or” is not exclusive;


 


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


 


(e) provisions apply to successive events and
transactions.


 


ARTICLE II 


 


THE SECURITIES 


 


Section 2.1 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 2.2 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 2.2(a)
and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2(b) through 2.2(u))
by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution or Officers’ Certificate,
and associated supplemental indenture:


 


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


 



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(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 Section 2.7,
2.8, 2.11, 3.6 or 9.6);


 


(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) the forms of the Securities of the Series
and whether the Securities will be issuable as Global Securities;


 


(l) 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 6.2;


 


(m) the currency of denomination of the Securities
of the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the ECU, and if such currency of denomination
is a composite currency other than the ECU, the agency or organization, if any, responsible for overseeing such composite currency;


 


(n) the designation of the currency, currencies
or currency units in which payment of the principal of and interest, if any, on the Securities of the Series will be made;


 


(o) if payments of principal of or interest, if
any, on the Securities of the Series are to be made in one or more currencies or currency units other than that or those in which such
Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined;


 






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(p) the manner in which the amounts of payment
of principal of or interest, if any, on the Securities of the Series will be determined, if such amounts may be determined by reference
to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;


 


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


 


(r) 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 6.2;


 


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


 


(t) any other terms of the Securities of the Series
(which may supplement, modify or delete any provision of this Indenture insofar as it applies to such Series); and


 


(u) 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.


 


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.


 


Section 2.3 Execution and Authentication.


 


Two Officers 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 or facsimile 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. 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 2.2, except as provided in Section 2.8.


 


Prior to the issuance of Securities of any Series,
the Trustee shall have received and (subject to Section 7.2) 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 10.4, and (c) an Opinion of Counsel complying with Section 10.4.


 


The Trustee shall have the right to decline to
authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action
may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that such action would expose the Trustee to personal liability to Holders
of any then outstanding Series of Securities.


 


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 2.4 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 2.2, an office or agency where
Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may
be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company
in respect of the Securities of such Series and this Indenture may be delivered (“Notice Agent”). The Trustee or Notice Agent,
as applicable, shall deliver such notices and demands to the Company in accordance with Section 10.2 hereof. The Registrar shall
keep a register with respect to each Series of Securities and to their transfer and exchange. 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, Paying Agent or Notice Agent. If at
any time the Company shall fail to maintain any such required Registrar, Paying Agent or Notice Agent or shall fail to furnish the Trustee
with the name and address thereof, such presentations, surrenders, notices and demands may be made or delivered at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices
and demands.


 


The Company may also from time to time designate
one or more co-registrars, additional paying agents or notice 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, Paying Agent
and Notice Agent in each place so specified pursuant to Section 2.2 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,
additional paying agent or notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent”
includes any additional paying agent; and the term “Notice Agent” includes any additional notice agent.


 


The Company hereby appoints the Trustee the initial
Registrar, Paying Agent and Notice Agent for each Series unless another Registrar, Paying Agent or Notice Agent, as the case may be, is
appointed prior to the time Securities of that Series are first issued.


 


The Company hereby appoints The Depository Trust
Company to act as Depositary with respect to the Securities.


 


Section 2.5 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 Security 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 Security Holders of any Series of Securities all money held by it as Paying Agent.


 


Section 2.6 Security 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 Security Holders of each Series of Securities
and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least
ten 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 Security Holders of each Series of Securities.


 






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Section 2.7 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 upon receipt of a Company Order. 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, 3.6 or 9.6).


 


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 mailing 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 mailing, 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.


 


Section 2.8 Mutilated, Destroyed, Lost
and Stolen Securities.


 


If any mutilated Security is surrendered to the
Trustee, the Company shall execute and the Trustee, upon receipt of a Company Order, shall authenticate and deliver in exchange therefor
a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


If there shall be delivered to the Company and
the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity
as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee, upon receipt
of a Company Order, 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 or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.


 


Upon the issuance of any new Security under this
Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security of any Series issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder.


 


The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.


 


Section 2.9 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 2.8,
it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.


 






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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 6.2.


 


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 or any Affiliate of 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 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, upon receipt of a Company Order, 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 receipt of a Company Order, 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. Upon receipt of written instruction from the Company, the Trustee shall cancel all Securities
surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy such canceled Securities and deliver a certificate
of such destruction to the Company, unless the Company otherwise directs. 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, plus, to the extent permitted by law, any interest payable on the defaulted
interest, to the persons who are Security Holders of the Series on a subsequent special record date. The Company shall fix the record
date and payment date. At least 10 days before the record date, the Company shall mail to the Trustee and to each Security Holder
of the Series a notice that states the record date, the payment date and the amount of interest to be paid. The Company may 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.


 






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(b) Transfer and Exchange. Notwithstanding
any provisions to the contrary contained in Section 2.7 of the Indenture and in addition thereto, any Global Security shall be exchangeable
pursuant to Section 2.7 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
or (ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall
be so exchangeable. 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.


 


Except as provided in this Section 2.14(b),
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.


 


The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.


 


(c) 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.”


 


(d) 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.


 


(e) Payments. Notwithstanding the other
provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal of and interest,
if any, on any Global Security shall be made to the Holder thereof.


 


(f) Consents, Declaration and Directions.
Except as provided in Section 2.14(e), 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.


 


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.


 



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ARTICLE III 


 


REDEMPTION 


 


Section 3.1 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
Series of Securities to be redeemed. The Company shall give the Trustee notice at least 45 days before the redemption date (or such
shorter notice as may be acceptable to the Trustee).


 


Section 3.2 Selection of Securities to
be Redeemed.


 


Unless otherwise indicated for a particular Series
by a Board Resolution, a supplemental indenture hereto 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 and in accordance with its customary practices or the selection shall be in accordance with DTC procedures, as applicable.
The Trustee shall make the selection from Securities of the Series outstanding not previously called for redemption. The Trustee may select
for redemption portions of the principal of Securities of the Series that have denominations larger than $1,000. Securities of the Series
and portions of them it selects 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 2.2(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.


 


Section 3.3 Notice of Redemption.


 


Unless otherwise indicated for a particular Series
by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days but not more than 60 days
before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be
redeemed.


 


The notice shall identify the Securities of the
Series to be redeemed and shall state:


 


(a) the redemption date;


 


(b) the redemption price;


 


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


 


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


 


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


 


(f) the CUSIP number, if any; and


 


(g) 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 prepared by the Company, in the Company’s name and at its expense.


 






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Section 3.4 Effect of Notice of Redemption.


 


Once notice of redemption is mailed or published
as provided in Section 3.3, 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.


 


Section 3.5 Deposit of Redemption Price.


 


On or before 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 3.6 Securities Redeemed in Part.


 


Upon surrender of a Security that is redeemed
in part, the Trustee, upon receipt of a Company Order, 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 4.1 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 4.2 SEC Reports.


 


The Company shall deliver to the Trustee within
15 days after it files them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies
of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA §
314(a).


 


Section 4.3 Compliance Certificate.


 


The Company shall deliver to the Trustee, within
120 days after the end of each fiscal year (which on the date hereof ends on December 31) of the Company, an Officers’
Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled
its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his/her
knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default
in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he may have knowledge).


 


The Company will, so long as any of the Securities
are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers’ Certificate
specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.


 


Section 4.4 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; 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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Section 4.5 Corporate Existence.


 


Subject to Article V, the Company will do
or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the rights (charter
and statutory), licenses and franchises of the Company; provided, however, that the Company shall not be required to preserve any such
right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect
to the Holders.


 


ARTICLE V


 


SUCCESSORS 


 


Section 5.1 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, any person (a “successor person”)
unless:


 


(a) the Company is the surviving corporation or
the successor person (if other than the Company) is a corporation 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.


 


Notwithstanding the above, any Subsidiary of the
Company may consolidate with, merge into or transfer all or part of its properties to the Company. Neither an Officers’ Certificate
nor an Opinion of Counsel shall be required to be delivered in connection therewith.


 


Section 5.2 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 5.1,
the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance
or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor
Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants
under this Indenture and the Securities.


 




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ARTICLE VI 


 


DEFAULTS AND REMEDIES 


 


Section 6.1 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:


 


(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 that has been included in this Indenture solely
for the benefit of 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 at least
25% in principal amount of the outstanding Securities of that Series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


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


 


(i) commences a voluntary case,


 


(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) generally is 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 60 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 2.2(r).


 


The term “Bankruptcy Law” means title
11, 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 6.2 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 6.1(d) or (e))
then in every such case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series
may declare the principal amount (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 6.1(d) or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid
interest, if any, on all outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.


 




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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, the Holders of a majority in principal amount of the outstanding Securities of that Series, by
written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if all Events of Default with
respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which
have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13.


 


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


 


Section 6.3 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, or


 


(c) default is made in the deposit of any sinking
fund payment when and as due by the terms of a Security,


 


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.


 


Notwithstanding any other provision of this Indenture,
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 pursuing any available remedy by proceeding
at law or in equity 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 6.4 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


 



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(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 7.8.


 


Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding.


 


Section 6.5 Trustee May Enforce Claims Without Possession of
Securities.


 


All rights of action and claims under this Indenture
or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


 


Section 6.6 Application of Money Collected.


 


Any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or 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 7.8; 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 or to such party as a court
of competent jurisdiction shall direct.


 


Section 6.7 Limitation on Suits.


 


No Holder of any Security of any Series shall
have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless


 


(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 not less than 25% 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 have offered to the
Trustee indemnity satisfactory to the Trustee 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


 




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


 


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


 


Section 6.8 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 6.9 Restoration of Rights and
Remedies.


 


If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section 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 2.8, 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.


 


The Holders of not less than 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


 






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(c) subject to the provisions of Section 7.1,
the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer
of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability.


 


Section 6.13 Waiver of Past Defaults.


 


The Holders of not less than a majority in principal
amount of the outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any past Default
hereunder with respect to such Series and its consequences, except a Default 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). 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 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 7.1 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 man would exercise or use under the circumstances in the conduct of his 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.


 


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


 


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


 


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


 




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(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 unless it receives security or indemnity 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 Paying Agent, the Registrar, the Notice
Agent, any agent and any authenticating agent shall be entitled to the protections, immunities and standard of care as are set forth in
paragraphs (a), (b) and (c) of this Section with respect to the Trustee.


 


Section 7.2 Rights of Trustee.


 


(a) The Trustee may 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,
it may require an Officers’ Certificate or an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes
or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. No such Officers’ Certificate
or Opinion of Counsel shall be at the expense of the Trustee. Any request or direction of the Company mentioned herein shall be sufficiently
evidenced by an 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 bad faith. The Trustee shall not be liable for any special, punitive or consequential damages,
even if they were reasonably foreseeable.


 


(e) The Trustee may consult with counsel of its
selection 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, and the Trustee may conclusively rely on any such advice or Opinion of Counsel.


 


(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 the Trustee against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction.


 






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(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, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit.


 


(h) The Trustee shall not be deemed to have notice
of any Default or Event of Default (other than a payment default under Section 6.1 or 6.2) unless a Responsible Officer of the Trustee
has received written notice of any event which is in fact such a default 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.


 


(i) The rights, privileges, protections, immunities
and benefits given to the Trustee, including without limitation its right to be indemnified, are extended to, and shall enforceable by,
the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.


 


(j) The Trustee may request that the Issuer deliver
an Officers’ Certificate setting forth the names of individuals and titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.


 


(k) The Trustee shall have no duty to inquire
as to or monitor the performance of the Issuer with respect to the covenants contained in Article IV.


 


(l) The Trustee shall not be required to give
any note, bond or surety in respect of the execution of the trusts and powers under this Indenture.


 


(m) Nothing herein shall be deemed to require
the Trustee to submit to the jurisdiction or venue of a non-U.S. court.


 


Section 7.3 Force Majeure.


 


(a) The Trustee shall have no liability for delays
or inability to perform its duties hereunder due to forces majeure, events beyond its control, such as (but not exclusively) civil
unrest, earthquakes, hurricanes or other natural disasters, floods, utility failures, transmission interruptions, power failures, wars,
governmental declarations or Acts of God; it being understood that the Trustee shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


(b) Delivery of reports or information by the
Company shall not be deemed to confer actual or constructive knowledge or notice on the Trustee with respect to a Default or Event of
Default, or otherwise.


 


Section 7.4 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 7.11 and
7.12.


 


Section 7.5 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.


 







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Section 7.6 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
mail (or deliver notice subject to the applicable procedures of the Depositary or relevant clearing system) to each Security 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 written notice 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, or in the payment of any sinking fund installment, the Trustee may
withhold the notice if and so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of Security Holders of that Series.


 


Section 7.7 Reports by Trustee to Holders.


 


Within 60 days after May 15 in each
year, the Trustee shall transmit by mail to all Security Holders, as their names and addresses appear on the register kept by the Registrar,
a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA § 313.


 


A copy of each report at the time of its mailing
to Security 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 7.8 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 against any loss, liability or expense (including the cost of defending itself) incurred by it except as set
forth in the next paragraph in the performance of the Trustee duties under this Indenture as Trustee or Agent. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity; provided, however, that failure to so notify the Company shall not
relieve it of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense; provided,
however, the Trustee may conduct its own defense if there is a conflict of interest between the interests of the Company and those of
the Trustee. The Trustee may have one separate counsel (in addition to local counsel, if applicable) 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 or 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, Agent or agent of
the Trustee to the extent it is attributed to its own negligence or willful conduct as determined by a court of competent jurisdiction
in a final, non-appealable order.


 


To secure the Company’s payment obligations
in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the
Trustee, except that held in trust to pay principal of and interest on particular Securities of that Series.


 


When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.1(d) or (e) occurs, the expenses and the compensation for the services (including
the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.


 


The provisions of this Section shall survive the
termination of this Indenture and the resignation and removal of the Trustee.


 




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Section 7.9 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 7.11;


 


(b) the Trustee is adjudged a bankrupt or an insolvent
or an order for relief is entered with respect to the Trustee under any Bankruptcy 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. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.


 


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 upon payment of its fees and
expenses then unpaid shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.8,
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 mail a notice of its succession to each Security Holder of each such Series. Notwithstanding replacement of the Trustee
pursuant to this Section 7.9, the Company’s obligations under Section 7.8 hereof shall continue for the benefit of the
retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement.


 


Section 7.10 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 to, another corporation, the successor corporation without
any further act shall be the successor Trustee.


 


Section 7.11 Eligibility; Disqualification.


 


This Indenture shall always have a Trustee who
satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee shall always have a combined capital and surplus
of at least $150,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b).


 


Section 7.12 Preferential Collection of Claims Against Company.


 


The Trustee is subject to TIA § 311(a), excluding
any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA §
311(a) to the extent indicated.


 




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ARTICLE VIII 


 


SATISFACTION AND DISCHARGE; DEFEASANCE 


 


Section 8.1 Satisfaction and Discharge of Indenture.


 


This Indenture shall upon Company Order cease
to be of further effect (except as hereinafter provided in this Section 8.1), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a) either


 


(i) 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


 


(ii) all such Securities not theretofore delivered
to the Trustee for cancellation


 


(A) have become due and payable, or


 


(B) will become due and payable at their Stated
Maturity within one year, or


 


(C) have been called for redemption or 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, or


 


(D) are deemed paid and discharged pursuant to
Section 8.3, as applicable;


 


and the Company, in the case of (A), (B) or
(C) above, 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 7.8, and, if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.2 and 8.5 shall survive.


 


Section 8.2 Application of Trust Funds;
Indemnification.


 


(a) Subject to the provisions of Section 8.5,
all money deposited with the Trustee pursuant to Section 8.1, all money and U.S. Government Obligations or Foreign Government Obligations
deposited with the Trustee pursuant to Section 8.3 or 8.4 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 8.3 or 8.4, shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal
and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments
or analogous payments as contemplated by Sections 8.3 or 8.4.


 


(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 8.3 or 8.4 or the interest and principal received in respect of such obligations other than any payable
by or on behalf of Holders.


 




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(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 8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required
to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations
held under this Indenture.


 


Section 8.3 Legal Defeasance of Securities
of any Series.


 


Unless this Section 8.3 is otherwise specified,
pursuant to Section 2.2(t), 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 proper instruments 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;


 


(b) the provisions of Sections 2.4, 2.7,
2.8, 8.2, 8.3 and 8.5; and


 


(c) the rights, powers, trust and immunities of
the Trustee hereunder;


 


provided that, the following conditions shall
have been satisfied:


 


(d) the Company shall have deposited or caused
to be irrevocably deposited (except as provided in Section 8.2(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 amount 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;


 




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(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; and


 


(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.


 


Section 8.4 Covenant Defeasance.


 


Unless this Section 8.4 is otherwise specified
pursuant to Section 2.2(t) to be inapplicable to Securities of any Series, the Company may omit to comply with respect to the Securities
of any Series with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5, and 5.1 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 2.2(t) (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 6.1) 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 2.2(r) 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 8.4, the
Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.2(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;


 


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


 


(e) The Company shall have delivered to the Trustee
an Officers’ Certificate stating 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; and


 


(f) 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.


 




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Section 8.5 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.
After that, Security Holders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned
property law designates another person.


 


ARTICLE IX 


 


SUPPLEMENTAL INDENTURES, AMENDMENTS AND WAIVERS



 


Section 9.1 Without Consent of Holders.


 


The Company and the Trustee may amend or supplement
this Indenture or the Securities of one or more Series without the consent of any Security Holder:


 


(a) to cure any ambiguity, defect or inconsistency;


 


(b) to comply with Article V;


 


(c) to provide for uncertificated Securities in
addition to or in place of certificated Securities;


 


(d) to make any change that does not adversely
affect the rights of any Security Holder;


 


(e) to provide for the issuance of and establish
the form and terms and conditions of Securities of any Series as permitted by this Indenture;


 


(f) 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; or


 


(g) to comply with requirements of the SEC in
order to effect or maintain the qualification of this Indenture under the TIA.


 


Section 9.2 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 Security 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 9.2 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 mail to the Holders of Securities affected thereby, a notice briefly describing the supplemental indenture
or waiver. Any failure by the Company to mail or publish 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 9.3 Limitations.


 


Without the consent of each Security Holder affected,
an amendment or waiver may not:


 


(a) reduce the principal 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 6.8, 6.13
or 9.3 (this sentence); or


 


(h) waive a redemption payment with respect to
any Security, provided that such redemption is made at the Company’s option.


 


Section 9.4 Compliance with Trust Indenture
Act.


 


Every amendment or waiver to this Indenture or
the issuance of and establishment of the form and terms and conditions of 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 9.5 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 Security 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 9.3. 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 9.6 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 receipt of a Company Order new Securities of that Series that reflect the amendment
or waiver.


 


Section 9.7 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 be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee 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 10.1 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 10.2 Notices.


 


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, in the English language, referencing
this Indenture and the applicable securities or series of securities, and delivered in person or mailed by first-class mail, or by facsimile
transmission:


 


if to the Company:


 


CLPS Incorporation

c/o Unit 1102, 11th Floor, Millennium City III

370 Kwun Tong Road, Kwun Tong

Kowloon

Hong Kong SAR


Tel: (852) 3707 3600


 


if to the Trustee:


 


[   ]


Fax No: [   ]


Attention: [   ]


 


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 Security Holder
shall be mailed by first-class mail to his address shown on the register kept by the Registrar or delivered subject to the applicable
procedures of Depositary or relevant clearing system. Failure to mail a notice or communication to a Security Holder of any Series or
any defect in it shall not affect its sufficiency with respect to other Security Holders of that or any other Series.


 


If a notice or communication is mailed or published
in the manner provided above, within the time prescribed, it is duly given, whether or not the Security Holder receives it.


 


If the Company mails a notice or communication
to Security Holders, it shall mail a copy to the Trustee and each Agent at the same time.


 


Section 10.3 Communication by Holders
with Other Holders.


 


Security Holders of any Series may communicate
pursuant to TIA § 312(b) with other Security 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
§ 312(c).


  


Section 10.4 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


 




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


 


Section 10.5 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 § 314(a)(4)) shall
comply with the provisions of TIA § 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 10.6 Rules by Trustee and Agents.


 


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


 


Section 10.7 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 10.8 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 Security 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 10.9 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.


 


Section 10.10 Governing Laws.


 


THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT
OF LAWS PROVISIONS THEREOF.


 


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.


 




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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 or in ECU.


 


Unless otherwise specified in a Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.2 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 (including ECUs),
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; provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange
determined by the Commission of the European Union (or any successor thereto) as published in the Official Journal of the European Union
(such publication or any successor publication, the “Journal”). If such Market Exchange Rate is not available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available
date, or quotations or, in the case of ECUs, rates of exchange from one or more major banks in The City of New York or in the country
of issue of the currency in question or, in the case of ECUs, in Luxembourg or such other quotations or, in the case of ECUs, rates of
exchange as the Trustee, upon consultation with 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 Trustee
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 and all Holders.


 


Section 10.16 Judgment Currency.


 


The Company agrees, to the fullest extent that
it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to
convert the sum due in respect of the principal of or interest or other amount on the Securities of any Series (the “Required Currency”)
into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then the
rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of
New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment
is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in
any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by
the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected
by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day”
means any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required
by law, regulation or executive order to close.


 




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ARTICLE XI 


 


SINKING FUNDS 


 


Section 11.1 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 11.2. 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 11.2 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 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment
shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order
that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking
fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee
of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released
to the Company.


 


Section 11.3 Redemption of Securities
for Sinking Fund.


 


Not less than 45 days (unless otherwise indicated
in the Board Resolution, supplemental indenture hereto 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 11.2, 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 3.2 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 3.3. Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6.


 






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


 


	 	CLPS Incorporation
	 	 	 
	 	By:	              
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	[   ],
	 	as Trustee
	 	 	 
	 	By:	              
	 	Name: 	 
	 	Title:	 


 


[Signature Page to Indenture]


 


 


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