Exhibit 4.1(ii)


 


____________________________


 


 


INDENTURE


 


 


Dated as of May 10, 2012


 


by and between


 


TWIN
CITIES POWER HOLDINGS, LLC, as obligor


 


 


and


 


BOKF, NA DBA BANK OF OKLAHOMA, as trustee


 


 


____________________________


$50,000,000


 


Renewable Unsecured Subordinated Notes






    	 



    	 



    




TABLE OF CONTENTS


	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1
	Section 1.1	Definitions.	1
	Section 1.2	Other Definitions.	6
	Section 1.3	Incorporation by Reference of Trust Indenture Act.	6
	Section 1.4	Rules of Construction.	7
	ARTICLE II THE SECURITIES	7
	Section 2.1	Security Terms; Amount; Accounts; Interest; Maturity.	7
	Section 2.2	Written Confirmation; Rejection; Rescission.	10
	Section 2.3	Registrar and Paying Agent.	11
	Section 2.4	Paying Agent to Hold Money in Trust.	12
	Section 2.5	List of Holders.	12
	Section 2.6	Transfer and Exchange.	12
	Section 2.7	Payment of Principal and Interest; Principal and Interest Rights Preserved.	13
	Section 2.8	Outstanding Securities.	14
	Section 2.9	Treasury Securities.	14
	Section 2.10	Defaulted Interest.	15
	Section 2.11	Temporary Notes.	15
	Section 2.12	Execution, Authentication And Delivery.	15
	Section 2.13	Book-Entry Registration.	16
	Section 2.14	Initial and Periodic Statements.	17
	Section 2.15	Appointment of Agents.	17
	ARTICLE III REDEMPTION AND REPURCHASE	18
	Section 3.1	Redemption of Securities at the Company’s Election.	18
	Section 3.2	Repurchase of Securities at the Holder’s Request.	18
	ARTICLE IV COVENANTS	20
	Section 4.1	Payment of Securities.	20
	Section 4.2	Maintenance of Office or Agency.	20
	Section 4.3	SEC Reports and Other Reports.	21
	Section 4.4	Compliance Certificate.	22
	Section 4.5	Stay, Extension and Usury Laws.	22
	Section 4.6	Liquidation.	23
	Section 4.7	Intentionally Omitted	23
	Section 4.8	Restrictive Covenants	23
	Section 4.9	Securitization Transactions and Additional Indebtedness.	23
	ARTICLE V SUCCESSORS	24
	Section 5.1	When the Company May Merge, etc.	24
	Section 5.2	Successor Entity Substituted.	24
	ARTICLE VI DEFAULTS AND REMEDIES	24
	Section 6.1	Events of Default.	24
	Section 6.2	Acceleration.	25
	Section 6.3	Other Remedies.	26
	Section 6.4	Waiver of Past Defaults.	26
	Section 6.5	Control by Majority.	26
	Section 6.6	Limitation on Suits.	26
	Section 6.7	Rights of Holders to Receive Payment.	27
	Section 6.8	Collection Suit by Trustee.	27
	Section 6.9	Trustee May File Proofs of Claim.	27
	Section 6.10	Priorities.	28
	Section 6.11	Undertaking for Costs.	28



 






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	ARTICLE VII TRUSTEE	29
	Section 7.1	Duties of Trustee.	29
	Section 7.2	Rights of Trustee.	30
	Section 7.3	Individual Rights of Trustee.	31
	Section 7.4	Trustee’s Disclaimer.	31
	Section 7.5	Notice of Defaults.	31
	Section 7.6	Reports by Trustee to Holders.	31
	Section 7.7	Compensation and Indemnity.	32
	Section 7.8	Replacement of Trustee.	33
	Section 7.9	Successor Trustee by Merger, etc.	34
	Section 7.10	Eligibility; Disqualification.	34
	Section 7.11	Preferential Collection of Claims Against Company.	34
	ARTICLE VIII DISCHARGE OF INDENTURE	35
	Section 8.1	Termination of Company’s Obligations.	35
	Section 8.2	Application of Trust Money.	36
	Section 8.3	Repayment to Company.	36
	Section 8.4	Reinstatement.	37
	ARTICLE IX AMENDMENTS	37
	Section 9.1	Without Consent of Holders.	37
	Section 9.2	With Consent of Holders.	37
	Section 9.3	Compliance with Trust Indenture Act.	38
	Section 9.4	Effect of Consents.	39
	Section 9.5	Notation on or Exchange of Securities.	39
	Section 9.6	Trustee to Sign Amendments, etc.	39
	ARTICLE X SUBORDINATION	39
	Section 10.1	Agreement to Subordinate.	39
	Section 10.2	Liquidation; Dissolution; Bankruptcy.	39
	Section 10.3	Default of Senior Debt.	40
	Section 10.4	When Distribution Must Be Paid Over.	41
	Section 10.5	Notice by Company.	42
	Section 10.6	Subrogation.	42
	Section 10.7	Relative Rights.	43
	Section 10.8	Subordination May Not Be Impaired by the Company or Holders of Senior Debt.	43
	Section 10.9	Distribution or Notice to Representative.	44
	Section 10.10	Rights of Trustee and Paying Agent.	44
	Section 10.11	Authorization to Effect Subordination.	44
	Section 10.12	Article Applicable to Paying Agent.	44
	Section 10.13	Miscellaneous.	45
	ARTICLE XI MISCELLANEOUS	46
	Section 11.1	Trust Indenture Act Controls.	46
	Section 11.2	Notices.	46
	Section 11.3	Communication by Holders with Other Holders.	47



 






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	Section 11.4	Certificate and Opinion as to Conditions Precedent.	47
	Section 11.5	Statements Required in Certificate or Opinion.	48
	Section 11.6	Rules by Trustee and Agents.	48
	Section 11.7	Legal Holidays.	48
	Section 11.8	No Recourse Against Others.	48
	Section 11.9	Duplicate Originals.	49
	Section 11.10	Governing Law.	49
	Section 11.11	No Adverse Interpretation of Other Agreements.	49
	Section 11.12	Successors.	49
	Section 11.13	Severability.	49
	Section 11.14	Counterpart Originals.	49
	Section 11.15	Table of Contents, Headings, etc.	49
	Section 11.16	USA Patriot Act.	49
	Section 11.17	Force Majeure.	50




 


EXHIBITS:


A – Form of Note






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CROSS-REFERENCE TABLE


 


	*Trust Indenture Act Section	Indenture Section 
	310(a)(1)	7.10
	(a)(2)	 7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	N.A.
	(b)	7.8; 7.10
	(c)	N.A.
	311(a)	7.11
	(b)	7.11
	(c)	N.A.
	312(a)	2.5
	(b)	11.3
	(c)	11.3
	313(a)	7.6
	(b)(1)	N.A.
	(b)(2)	7.6
	(c)	7.6; 11.2
	(d)	7.6
	314(a)	4.3; 4.4; 11.2
	(b)	N.A.
	(c)(1)	11.4
	(c)(2)	11.4
	(c)(3)	11.4; 1.1
	(d)	N.A.
	(e)	11.5
	(f)	N.A.
	315(a)	7.1(b)
	(b)	7.5; 11.2
	(c)	7.1(a)
	(d)	7.1(c)
	(e)	6.11
	316(a)(last sentence)	2.9
	(a)(1)(A)	6.5
	(a)(1)(B)	6.4
	(a)(2)	N.A.
	(b)	6.7
	(c)	N.A.
	317(a)(1)	6.8
	(a)(2)	6.9
	(b)	2.4
	318(a)	11.1




 


N.A. means not applicable


* This Cross Reference Table is not part of the Indenture


 






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THIS INDENTURE is
hereby entered into as of May 10, 2012, by and between Twin Cities Power Holdings, LLC, a Minnesota limited liability company (the
“Company”), as obligor, and BOKF, NA dba Bank of Oklahoma, a national association, as trustee (the “Trustee”).


The Company and
the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the renewable,
unsecured, subordinated debt securities of the Company issued pursuant to the Company’s registration statement on Form S-1,
declared effective by the Securities and Exchange Commission on or about May 10, 2012 (the “Registration Statement”):


ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.1           
Definitions. 


“Account”
means the record of beneficial ownership of a Security maintained by the Registrar.


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling,” “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, by agreement or otherwise.


“Agent”
means any Registrar, Paying Agent or co-registrar of the Securities or any Person appointed and retained by the Company to perform
certain of the duties or obligations, or exercise certain of the rights and discretions, of the Company hereunder, on behalf of
the Company pursuant to Section 2.15 hereof.


“Board
of Governors” means the Board of Governors of the Company or any authorized committee of the Board of Governors.


“Business
Day” means any day other than a Legal Holiday.


“Company”
means Twin Cities Power Holdings, LLC, a Minnesota limited liability company, unless and until replaced by a successor in accordance
with Article V hereof and thereafter means such successor.


“Corporate
Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular
time, be principally administered, which office is, at the date as of which this Indenture is originally dated, located at One
Williams Center, Tulsa, OK 74172.


“Default”
means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.



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“Event
of Default” has the meaning set forth in Section 6.1 hereof.


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


“Fiscal
Year” means a year ending December 31.


“GAAP”
means, as of any date, 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 approved by a significant segment of the accounting profession,
which are in effect from time to time.


“Guarantee”
means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct
or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof),
of all or any part of any Indebtedness.


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


“Indebtedness”
means, with respect to any Person and without duplication, any indebtedness of such Person, whether or not contingent, in respect
of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements
in respect thereof) or representing the balance deferred and unpaid of the purchase price of any property (including capital lease
obligations) or the expenditure for any services or representing any interest rate swap or other hedging obligations, including
without limitation, any such balance that constitutes an accrued expense or an account or trade payable, if and to the extent any
of the foregoing indebtedness (other than letters of credit and hedging obligations) would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP, and also includes, to the extent not otherwise included, (a) the Guarantee
of items that would be included within this definition, and (b) liability for items that would arise by operation of a Person’s
status as a general partner of a partnership.


“Indenture”
means this Indenture as amended or supplemented from time to time.


“Interest
Accrual Period” means, as to each Security, the period from the later of the Issue Date of such Security or the last
Payment Date upon which an interest payment was made until and including the day before the following Payment Date during which
interest accrues on each Security with respect to any Payment Date.


“Issue
Date” means, with respect to any Security, the date on which such Security is deemed registered on the books and records
of the Registrar, which shall be (i) the date the Company accepts funds for the purchase of the Security if such funds are received
prior to 12:01 p.m. (Central Time) on a Business Day, or if such funds are not so received, on the next Business Day, or (ii)
the date that the Security is renewed as of the Maturity Date pursuant to Section 2.1(e).



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“Maturity
Date” means, with respect to any Security, the date on which the principal of such Security becomes due and payable as
therein provided.


“Maturity
Record Date” means, with respect to any Security, as of 11:59 p.m. of the date 15 days prior to the Maturity Date or
Redemption Date applicable to such Security.


“Notice
of Maturity” means a written notice from the Company to a Holder (as further described in Section 2.1(d)) that the Holder’s
Securities will be maturing on the related Maturity Date occurring within 15 days but not less than 10 days of the delivery of
such notice.


“Obligations”
means, with respect to any Indebtedness, any principal, premium, interest (including Post-Petition Interest), penalties, fees,
indemnifications, reimbursements, damages and other liabilities or amounts of whatever nature payable under the documentation governing,
or with respect to, any such Indebtedness.


“Officer”
means the Chairman of the Board or principal executive officer of the Company, the President or principal operating officer of
the Company, the Chief Financial Officer or principal financial officer of the Company, the Treasurer, Controller or principal
accounting officer of the Company, Secretary or any Executive or Senior Vice-President of the Company.


“Officers’
Certificate” means a certificate signed by two Officers, one of whom must be the principal executive officer, principal
operating officer, principal financial officer or principal accounting officer of the Company; provided, however, that if the opinion
of an accountant is required pursuant to TIA § 314(c)(3), the certificate must be signed by an Officer who is an accountant.


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


“Pari Passu
Debt” means any Indebtedness of the Company that is payable on a pari passu basis with the Securities.


“Payment
Account” means the bank account designated by the Holder to receive payments of interest and/or principal due on such
Holder’s Securities, as may be amended by the Holder by written notice to the Registrar from time to time.


“Payment
Date” means (i) with respect to any Security for which monthly interest payments are required to be made, the first day
of the following calendar month or such other date as is designated by the Holder pursuant to subsection 2.1(c), (ii) with respect
to any Security for which interest is required to be made monthly, quarterly, semi-annually or annually, the same day of the month
as the quarterly, semi-annual or annual anniversary of the Issue Date of the Security (except in the case where the Issue Date
of a Security is the 29th, 30th or 31st day of the month and there is no like date in the anniversary
month, in which case the Payment Date for such month shall be the first day of the following month) and (iii) with respect to each
Security, the Maturity Date (or such date following the Maturity Date on which payment is made pursuant to subsection 2.1(d) hereof),
the Repurchase Date or the Redemption Date of the Security; provided, that if any such day in the preceding clauses (i) through
(iii) is not a Business Day, the Business Day immediately following such day.



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


“Post-Petition
Interest” means interest accruing after the commencement of any bankruptcy or insolvency case or proceeding with respect
to the Company or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, at
the rate applicable to the related Indebtedness, whether or not such interest is an allowable claim in any such proceeding.


“Prospectus”
means the prospectus included in the Registration Statement at the time it was declared effective by the SEC, as supplemented by
any prospectus supplement (including interest rate supplements) relating to the Securities that are filed with the SEC pursuant
to Rule 424(b) under the Securities Act. References herein to the Prospectus shall be deemed to refer to and include the documents
incorporated therein by reference.


“Receivables”
means installment sale contracts, loans evidenced by promissory notes secured by assets, leases, mortgages or other finance receivables
or instruments purchased, originated or owned by the Company or any of its Affiliates.


“Redemption
Notice” means a written notice from the Company to the Holders (as further described in Section 2.1(f)) stating that
the Company is redeeming all or a specified portion of Securities pursuant to Section 3.1, with a copy to the Registrar and the
Trustee.


“Redemption
Price” means, with respect to any Security to be redeemed, the principal amount of such Security plus the interest accrued
but unpaid during the Interest Accrual Period up to and not including the Redemption Date for such Security.


“Regular
Record Date” means, with respect to each Payment Date, as of 11:59 p.m. of the date 15 days prior to such Payment Date.


“Repayment
Election” means a written notice from a Holder to the Company (as further described in Section 2.1(d)) stating that repayment
of the Holder’s Securities is required in connection with the maturity of such Securities.


“Repurchase
Price” means, with respect to any Security to be repurchased, the principal amount of such Security plus the interest
accrued but unpaid during the Interest Accrual Period up to and not including the Repurchase Date for such Security, minus the
Repurchase Penalty, if any.


“Repurchase
Request” means a written notice from a Holder to the Company (as further described in Section 2.1(g)) stating that such
Holder is making an irrevocable request for the Company to repurchase such Holder’s Securities pursuant to Section 3.2.



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“Responsible
Officer” when used with respect to the Trustee, means any officer in its Corporate Trust Office, or any other assistant
officer of the Trustee in its Corporate Trust Office customarily performing functions similar to those performed by the Persons
who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge
of and familiarity with the particular subject.


“SEC”
means the U.S. Securities and Exchange Commission.


“Securities
Act” means the Securities Act of 1933, as amended.


“Security”
or “Securities” means, the Company’s renewable, unsecured, subordinated notes issued under this Indenture
pursuant to the Registration Statement.


“Senior
Debt” means any Indebtedness other than the Securities and any Pari Passu Debt (whether outstanding on the date hereof
or thereafter created) incurred by the Company (including its subsidiaries) whether such Indebtedness is or is not specifically
designated by the Company as being “Senior Debt” in its defining instruments. “Senior Debt” includes, without
limitation, Indebtedness pursuant to that certain Promissory Note, dated October 1, 2011, payable to Robert O. Schachter, HTS Capital,
LLC, and Clearwaters Capital, LLC, as the same may be amended or novated.


“Servicing
Agent” means Redwater LLC, a Minnesota limited liability company.


“Subscription
Agreement” means a Subscription Agreement entered into by a Person under which such Person has committed to purchase
certain Securities as identified thereby and which is in substantially the form filed as Exhibit 4.4 to the Registration Statement.


“TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA.


“Total
Permanent Disability” means a determination by a physician approved by the Company that the Holder of a Security who
is a natural person, who was gainfully employed on a full time basis at the Issue Date of such Security is unable to work on a
full time basis during the succeeding twenty-four months. For purposes of this definition, “working on a full time basis”
shall mean working at least forty hours per week.


“Trustee”
means BOKF, NA dba Bank of Oklahoma, until a successor replaces it in accordance with the applicable provisions of this Indenture
and thereafter means the successor serving hereunder.


“U.S. Government
Obligations” means direct obligations of the United States of America, or any agency or instrumentality thereof for the
payment of which the full faith and credit of the United States of America is pledged.


“Written
Confirmation” means a written confirmation of the acceptance of a subscription for, or the transfer or pledge of, a Security
or Securities in the form of a transaction statement executed or issued by the Company or its duly authorized Agent and delivered
to the Holder of such Security or Securities with a copy to the Registrar and the Trustee, which is in substantially the form of
Exhibit 4.3 to the Registration Statement.



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Section 1.2           
Other Definitions. 


	Term	Defined in Section
	“Bankruptcy Law”	  6.1
	“Custodian”	  6.1
	“Event of Default”	  6.1
	“Legal Holiday”	11.7
	“Majority Holders” 	6.1
	“Paying Agent”	  2.3
	“Payment Blockage Period”	10.3
	“Payment Notice”	10.3
	“Redemption Date”	  2.1(f)
	“Registrar”	  2.3
	“Registration Statement”	Introduction
	“Repurchase Date”	  3.2(d)
	“Repurchase Penalty”	  3.2(b)
	“Securities Register”	  2.3







Section 1.3           
Incorporation by Reference of Trust Indenture Act. 


(a)   
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:


“indenture
securities” means the Securities;


“indenture
security holder” means any Holder of the Securities;


“indenture
to be qualified” means this Indenture;


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


“obligor”
on the Securities means the Company or any successor obligor upon the Securities.


(b)  
All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined
by a SEC rule under the TIA have the meanings so assigned to them.



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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) references to GAAP, as of any date, shall mean GAAP in effect in the United States as of such
date; (d) “or” is not exclusive; (e) words in the singular include the plural, and in the plural include the singular;
and (f) provisions apply to successive events and transactions.


ARTICLE II

THE SECURITIES


Section 2.1           
Security Terms; Amount; Accounts; Interest; Maturity. 


(a)   
Unlimited Amount and Form of Security. The outstanding aggregate principal amount of Securities to be issued hereunder
(absent an amendment to the Registration Statement) is limited to $50,000,000. The Securities are unsecured obligations of the
Company and shall be subordinate in right of payment to the Senior Debt of the Company as further described in Article X. The Securities
are an obligation and liability of the Company, and not of any other Person, including, without limitation, any member, Governor,
Officer, employee, Affiliate or Agent of the Company. The Securities are not certificates of deposit or similar obligations of,
and are not guaranteed or insured by, any depository institution, the Federal Deposit Insurance Corporation, any other governmental
or private fund, any securities insurer or any other Person.


In the event
issued in certificated form pursuant to Section 2.13(b): (i) the Securities, together with the Trustee’s certificate of authentication,
shall be in substantially the form set forth as Exhibit A to this Indenture, with any appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution
of the Securities; (ii) any portion of the text of any Securities may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Securities; and (iii) the Securities may be subject to notations, legends or endorsements
required by law, stock exchange rule, or agreements to which the Company is subject or usage.


(b)  
Book-Entry; Denominations; Term. Except as provided in Section 2.13(b), each Security shall neither be issued as,
nor evidenced by, a promissory note or certificated security, but rather each Security shall be issued in book entry or uncertificated
form, in which the record of beneficial ownership of each such Security shall be established and maintained as Accounts by the
Registrar pursuant to Section 2.13. In connection with the issuance of each Security in book entry form in accordance with
Section 2.13, each such Security shall be deemed to be represented in an uncertificated form that includes the same terms and provisions
as those set forth in the form of Security in Exhibit A to this Indenture, and the related Account for each such Security
shall be deemed to include these same terms and provisions.



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Each Security
shall be in such denominations as provided by this Indenture and as may be designated from time to time by the Company, but in
no event in an original denomination less than $1,000. Separate purchases may not be cumulated to satisfy the minimum denomination
requirements. Each Security shall have a term of three or six months, or one, two, three, four, five or ten years, as designated
by the Holder at the time of purchase, subject to the Company’s acceptance thereof.


(c)   
Interest and Interest Payments. Each Security shall bear interest from and commencing on its Issue Date at such rate
of interest as the Company shall determine from time to time, which rate may vary from Holder to Holder depending upon the principal
amount of Securities held by such Holder, as set forth in the Prospectus; provided, however, that the interest rate of each Security
will be fixed for the term of such Security upon issuance, subject to change only upon the renewal of the Security at maturity.
Interest on the Securities will compound daily based on a calendar year consisting of 365 days and the Holder thereof may elect
to have interest paid monthly, quarterly, semi-annually, annually, or upon maturity, which payments shall be made on the Payment
Date, except that a Holder who elects monthly payments may select the day of the month on which to receive interest payments; provided
that no interest shall be paid to a Holder until the expiration of the Holder’s rescission right under Section 2.2(b) and,
if the monthly interest payment date selected by the Holder is within five Business Days of the Issue Date of the Security, the
first interest payment will be made in the following month and will include all of the interest earned since the Issue Date. If
the Holder does not elect an interest payment option, interest will be paid on the Maturity Date of the Note. A Holder may change
this election once during the term of the Security, subject to the Company’s approval, which change shall be effective by
the first Business Day following the 45th day after receipt of written notice from the Holder requesting such change.


(d)  
Repayment Election at Maturity. The Company will send each Holder of a Security (existing as of the applicable Maturity
Record Date) a Notice of Maturity approximately 15 but not less than 10 days prior to the Maturity Date of the Security held by
such Holder reminding such Holder of the pending maturity of the Security and reminding the Holder that the automatic renewal provision
described in Section 2.1(e) will take effect, unless (i) the Company states in the Notice of Maturity that it will not allow the
Holder to renew the Security (in which case the Company shall pay the Holder principal and accrued interest with regard to the
Security on the Maturity Date), or (ii) the Holder delivers a Repayment Election to the Company for the payment of all principal
and interest due on the Security as of the Maturity Date so that such Repayment Election is received by the Company within 15 days
after the Maturity Date. Such Notice of Maturity shall also state that payment of principal of a Security shall be made upon presentation
of a Repayment Election requiring payment of such Security and shall specify the place where such Repayment Election may be presented.
Upon or following the delivery of a Notice of Maturity for a Security, the Holder thereof, in the Holder’s discretion, may
deliver to the Company a Repayment Election; provided that such Repayment Election must be delivered to the Company no later than
15 days after the Maturity Date. If a Holder delivers a Repayment Election requiring repayment on or prior to the 15th day following
the Maturity Date, no interest will accrue after the Maturity Date and the Holder will be sent payment upon the later of the Maturity
Date or five days following the date the Company receives such Repayment Election from the Holder; provided that if the Company
has previously paid interest to the Holder for periods after the Maturity Date, such interest shall be deducted from such payment.



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The Notice
of Maturity also shall state that the Holder may, and the Holder may, submit a Repayment Election for the repayment of the maturing
Security and use all or a portion of the proceeds thereof to purchase a new Security with a different term. To exercise this option,
the Holder shall complete a new Subscription Agreement for the new Security and send it along with the Holder’s Repayment
Election to the Company. The Issue Date of the new Security shall be the Maturity Date of the maturing Security. Any proceeds from
the maturing Security that are not applied to the purchase of the new Security shall be sent to the Holder of such maturing Security.


If a Security
pays interest only on the Maturity Date, then the Notice of Maturity also shall state that the Holder may, and the Holder may,
submit an “interest-only” Repayment Election in which the Holder requires the payment of the accrued interest that
such Holder has earned on the maturing Security up to the Maturity Date and allows the principal amount of such maturing Security
to renew in the manner provided in subsection (e) below.


(e)   
Automatic Renewal. If a Holder of such Security has not delivered a Repayment Election for repayment of the Security
on or prior to the 15th day following the Maturity Date, and the Company did not notify the Holder of its intention
to repay the Security in the Notice of Maturity, then such maturing Security shall be extended automatically for an additional
term equal to the original term, and shall be deemed to be renewed by the Holder and the Company as of the Maturity Date of such
maturing Security. A maturing Security will continue to renew as described herein absent a Redemption Notice or Repurchase Request
by the Holder or an indication by the Company that it will repay and not allow the Security to be renewed in the Notice of Maturity.
Interest on the renewed Security shall accrue from the Issue Date thereof, which is the first day of such renewed term (i.e., the
Maturity Date of the maturing Security). Such renewed Security will be deemed to have the identical terms and provisions of the
maturing Security, including provisions relating to payment, except that the interest rate payable during the term of the renewed
Security shall be the interest rate which is being offered by the Company on other Securities having the same term and to Persons
holding the same principal amount of Securities as of the Issue Date of such renewal. If other Securities having the same term
are not then being issued on the Issue Date of such renewal, the interest rate upon renewal will be the rate specified by the Company
on or before the Maturity Date of such Security, or the then existing rate of the Security being renewed if no such rate is specified.
If the maturing Security pays interest only on the Maturity Date, then, except as provided in subsection (d) above, all accrued
interest thereon shall be added to the principal amount of the renewed Security upon renewal.



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Notwithstanding
the foregoing or anything in Section 2.1(d) to the contrary, if a Repayment Election is given or is due at a time when the Company
has determined that a post-effective amendment to the Registration Statement was required but not yet effective, the Company will
provide notice to the Holder (including a copy of the post-effective amendment to the Prospectus), and the Holder will be entitled
to rescind his or her Repayment Election, if made, or to make a Repayment Election, if not previously made, by delivering a written
rescission of the earlier Repayment Election, or a Repayment Election, as the case may be, to the Company no later than 10 days
following the postmark date on the Company’s notice of such post-effective amendment.


(f)   
Redemption Notice from Company. Pursuant to Section 3.1, each Security shall be redeemable by the Company at any
time, without penalty, upon the delivery of a Redemption Notice to the Holder of such Security. Such Redemption Notice shall set
forth a date for the redemption of such Security (the “Redemption Date”) that is at least 30 days after the
date that such Redemption Notice has been delivered by the Company to the Holder hereunder.


(g)  
Repurchase Request by Holder. Pursuant to and subject to the limitations set forth in Section 3.2, each Security
shall be subject to repurchase at the request of the Holder upon the delivery of a Repurchase Request to the Company. Subject to
the limitations on repurchase and the Repurchase Penalties described in Section 3.2, the payment of interest and principal due
upon the repurchase of a Security shall be made to the Holder on a Repurchase Date that is within 10 days of the delivery of such
Repurchase Request to the Company or, in the case of a repurchase of a Security in connection with the death or Total Permanent
Disability of a Holder, a Repurchase Date that is within 10 days after the Company’s receipt of satisfactory establishment
or such Holder’s death or Total Permanent Disability.


(h)  
Terms of Securities. The terms and provisions contained in the Securities shall constitute, and are hereby expressly
made, a part of this Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, and the Holders by accepting the Securities, expressly agree to such terms and provisions and to be bound hereby and
thereby. In case of a conflict, the provisions of this Indenture shall control.


Section 2.2           
Written Confirmation; Rejection; Rescission. 


(a)   
Except with respect to an automatically renewed Security pursuant to Section 2.1(e), a Security shall not be validly
issued to a Person until the following have occurred: (i) such Person has remitted good and available funds for the full principal
amount of such Security to the Company or a duly authorized Agent of the Company; (ii) a Written Confirmation of the acceptance
of the subscription is sent by the Company or a duly authorized Agent of the Company to such Person; and (iii) an Account is established
by the Registrar in the name of such Person as the Holder of such Security pursuant to Section 2.13 hereof. The Company or a duly
authorized Agent of the Company, in their sole discretion, may reject any subscription from a Person for the purchase of Securities,
in which event any funds received from such Person pursuant to such subscription shall be promptly returned to such Person. No
interest shall be paid on any funds returned on a rejected subscription.



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(b)  
For a period of five Business Days following the mailing by the Company of (i) a Written Confirmation that evidences the
valid issuance of a Security at the time of original purchase (but not upon transfer or automatic renewal of a Security), or (ii)
notice from the Company that a Holder’s purchase of a Security occurred at a time when a post-effective amendment to the
Registration Statement was required but not yet effective (which notice shall be accompanied by a copy of the post-effective amendment
to the Prospectus), such Holder shall have the right to rescind the Security and receive repayment of the principal by presenting
a written request for such rescission to the Company. Such written request for rescission (A) if personally delivered or delivered
via facsimile or electronic transmission, must be received by the Company on or prior to the 5th Business Day following the mailing
of such Written Confirmation or post-effective amendment notice by the Company or (B) if mailed must be postmarked on or before
the 5th Business Day following the mailing by the Company of such Written Confirmation or post-effective amendment notice. Repayment
of the principal shall be made within 10 days of the Company’s receipt of such request from the Holder. No interest shall
be paid on any such rescinded Security. 


Section 2.3           
Registrar and Paying Agent. 


(a)   
The Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for
exchange (“Registrar”) and (ii) an office or agency where Securities may be presented for payment (“Paying
Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange, which shall include
the name, address for notices and Payment Account of the Holder and the payment election information, principal amount, term and
interest rate for each Security (the “Securities Register”). The Company may appoint one or more co-registrars
and one or more additional paying agents. The term “Registrar” includes any co-registrar, and the term “Paying
Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice
to any Holder; provided that the Company shall promptly notify the Holders and the Trustee of the name and address of any Agent
not a party to this Indenture. The Company may act as Paying Agent and/or Registrar. In the event the Company uses any Agent other
than the Company or the Trustee, the Company shall enter into an appropriate agency agreement with such Agent, which agreement
shall incorporate the provisions of the TIA or provide that the duties performed thereunder are subject to and governed by the
provisions of this Indenture. The agreement shall implement or be subject to the provisions of this Indenture that relate to such
Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation
in accordance with Section 7.7 hereof. In no event shall the Trustee be liable for the acts or omissions of any predecessor Paying
Agent or Registrar.



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(b)  
Pursuant to Section 2.15, the Company hereby appoints the Servicing Agent as the initial Registrar and as agent for service
of notices and demands in connection with the Securities. The Servicing Agent shall act as Registrar and agent for service of notices
and demands in connection with the Securities until such time as the Company gives the Trustee written notice to the contrary.
Also pursuant to Section 2.15, the Company hereby appoints BOKF, NA dba Bank of Oklahoma as the initial Paying Agent.


Section 2.4           
Paying Agent to Hold Money in Trust. 


Prior to each Payment
Date, the Company shall deposit with the Paying Agent sufficient funds to pay principal and interest then so becoming due and payable
in cash. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold
in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal or interest
on the Securities, and will notify the Trustee promptly in writing of any default by the Company in making any such payment. While
any such default continues, the Trustee shall require a Paying Agent (if other than the Company) 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) shall have no further liability for the money delivered to the Trustee.
If the Company acts as Paying Agent, then the Company shall segregate and hold in a separate trust fund for the benefit of the
Holders all money held by it as Paying Agent. The Company shall notify the Trustee in writing at least five days before the Payment
Date of the name and address of the Paying Agent if a person other than the Trustee is named Paying Agent at any time or from time
to time.


Section 2.5           
List of Holders. 


The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders
and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Registrar shall furnish to the Trustee
within 10 days after the end of each fiscal quarter during the term of this Indenture and at such other times as the Trustee may
request in writing, a copy of the current Securities Register as of such date as the Trustee may reasonably require and the Company
shall otherwise comply with TIA § 312(a).


Section 2.6           
Transfer and Exchange. 


(a)   
The Securities are not negotiable instruments and cannot be transferred without the prior written consent of the Company
(which consent shall not be unreasonably withheld). Requests to the Registrar for the transfer of any Security shall be:


(i)                
made to the Registrar in writing on a form supplied by the Registrar;



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(ii)              
duly executed by the Holder of the Security, as reflected on the Registrar’s records as of the date of receipt of
such transfer request, or such Holder’s attorney duly authorized in writing;


(iii)            
accompanied by the written consent of the Company to the transfer (which consent may not be unreasonably withheld); and


(iv)            
if requested by the Company or the Registrar, an opinion of Holder’s counsel (which counsel shall be reasonably acceptable
to the requesting party) that the transfer does not violate any applicable securities laws and/or a signature guarantee.


(b)  
Upon transfer of a Security, the Company, or the Registrar on behalf of the Company, will provide the new registered owner
of the Security with a Written Confirmation that will evidence the transfer of the Security in the Securities Register and will
establish a corresponding Account.


(c)   
The Company or the Registrar may assess reasonable service charges to a Holder for any registration or transfer or exchange,
and 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 taxes or similar governmental charge payable upon exchange pursuant to Section 9.5 hereof).


(d)  
With respect to the relevant Regular Record Date, the Company shall treat the individual or entity listed on each Account
maintained by the Registrar as the absolute owner of the Security represented thereby for purposes of receiving payments thereon
and for all other purposes whatsoever.


Section 2.7           
Payment of Principal and Interest; Principal and Interest Rights Preserved. 


(a)   
Each Security shall accrue interest at the rate specified for such Security in the Securities Register and such interest
shall be payable on each Payment Date following the Issue Date for such Security, until the principal thereof becomes due and payable.
Any installment of interest payable on a Security that is caused to be punctually paid or duly provided for by the Company on the
applicable Payment Date shall be paid to the Holder in whose name such Security is registered in the Securities Register on the
applicable Regular Record Date with respect to the Securities outstanding, by electronic deposit to such Holder’s Payment
Account as it appears in the Securities Register on such Regular Record Date. The payment of any interest payable in connection
with the payment of any principal payable with respect to such Security on a Maturity Date shall be payable as provided below.
In the event any payments made by electronic deposit are not accepted into the Holder’s Payment Account for any reason, such
funds shall be held in accordance with Sections 2.4 and 8.3 hereof. Any installment of interest not punctually paid or duly provided
for shall be payable in the manner and to the Holders as specified in Section 2.10 hereof.



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(b)  
Each of the Securities shall have stated maturities of principal as shall be indicated on such Securities or in the Written
Confirmation and as set forth in the Securities Register. The principal of each Security shall be paid in full as of the Maturity
Date thereof pursuant to Section 2.1(d), unless the term of such Security is renewed pursuant to Section 2.1(e) hereof or such
Security becomes due and payable at an earlier date by acceleration, redemption, repurchase or otherwise. Interest on each Security
shall be due and payable on each Payment Date at the interest rate applicable to such Security for the Interest Accrual Period
related to such Security and such Payment Date. Notwithstanding any of the foregoing provisions with respect to payments of principal
of and interest on the Securities, if the Securities have become or been declared due and payable following an Event of Default,
then payments of principal of and interest on the Securities shall be made in accordance with Article VI hereof. If definitive,
certificated securities are issued, then the principal payment made on any Security on any Maturity Date (or the Redemption Price
or the Repurchase Price of any Security required to be redeemed or repurchased, respectively), and any accrued interest thereon,
shall be payable on or after the Maturity Date, Redemption Date or the Repurchase Date therefore at the office or agency of the
Company maintained by it for such purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for such Security.


(c)   
All computations of interest due with respect to any Security shall be made, unless otherwise specified in the Security,
based upon a 365-day year.


Section 2.8           
Outstanding Securities. 


(a)   
The Securities outstanding at any time are the outstanding principal balances of all Accounts representing the Securities
maintained by the Company or such other entity as the Company designated as Registrar.


(b)  
If the principal amount of any Security is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest
on it ceases to accrue.


(c)   
Subject to Section 2.9 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company
holds the Security.


Section 2.9           
Treasury Securities. 


In determining whether
the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or any Affiliate of the Company shall be considered as though not outstanding, except that for purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities that a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.



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Section 2.10       
Defaulted Interest. 


If the Company defaults
in a payment of interest on any Security, it shall pay the defaulted interest plus, to the extent lawful, any interest payable
on the defaulted interest, to the Holder of such Security on a subsequent special Payment Date, which date shall be at the earliest
practicable date, but in all events within 15 days following the scheduled Payment Date of the defaulted interest, in each case
at the rate provided in the Security. The Regular Record Date for the scheduled Payment Date shall be the record date for the special
Payment Date. Prior to any such special Payment Date, the Company (or the Trustee, in the name of and at the expense of the Company)
shall mail to Holder(s) a notice that states the special Payment Date and the amount of such interest to be paid.


Section 2.11       
Temporary Notes.


If Securities are
issued in certificated form in the limited circumstances contemplated under Section 2.13(b), pending the preparation of definitive
Securities, the Company may execute, and direct that the Trustee authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the
definitive Securities, in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.


If temporary Securities
are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive
Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities
at any office or agency of the Registrar without charge to the Holder.


Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged the temporary
Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.


Section 2.12       
Execution, Authentication And Delivery. 


(a)   
Subject to subsection (b) below, the Securities shall be executed on behalf of the Company by an Officer and attested by
its Secretary or Assistant Secretary. The signature of any of these officers on the Securities may be manual or facsimile. Securities
bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such Securities.


At the time
of and from time to time after the execution and delivery of this Indenture, the Company will deliver definitive or certificated
forms of Securities, if any, executed by the Company to the Trustee for authentication, together with a direction from the Company
for the authentication and delivery of such Securities. The Trustee in accordance with such direction from the Company shall authenticate
and deliver such Securities as in this Indenture provided and not otherwise. Securities issued hereunder shall be dated as of their
Issue Date.



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No Security
shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security
an authentication executed by or on behalf of the Trustee by manual signature, and such authentication upon any Security shall
be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled
to the benefits of the Indenture.


(b)  
Notwithstanding the preceding subsection (a) of this Section, in connection with the issuance of each Security in book-entry
form pursuant to Section 2.13, each Security shall be deemed to be executed and attested to by the Company and authenticated and
delivered by the Trustee, in the same manner as provided in the preceding subsection (a), upon the delivery by the Company (or
the Company’s duly authorized Agent) to the Holder of such Security of a Written Confirmation, with a copy of such Written
Confirmation delivered to the Trustee, and the establishment by the Registrar of an Account for such Security in the name of the
Holder pursuant to Section 2.13 hereof.


Section 2.13       
Book-Entry Registration. 


(a)   
The Registrar shall maintain a book-entry registration and transfer system through the establishment and maintenance of
Accounts for the benefit of Holders of Securities as the sole method of recording the ownership and transfer of ownership interests
in such Securities. The registered owners of the Accounts established by the Registrar in connection with the purchase or transfer
of the Securities shall be deemed to be the Holders of the Securities outstanding for all purposes under this Indenture. The Company
(or its duly authorized Agent) shall promptly notify the Registrar of the acceptance of a subscriber’s order to purchase
a Security by providing a copy of the accepted Subscription Agreement and the related Written Confirmation, and upon receipt of
such notices, the Registrar shall establish an Account for such Security by recording a credit to its book-entry registration and
transfer system to the Account of the related Holder of such Security for the principal amount of such Security owned by such Holder
and issue a Written Confirmation to the Holder, with a copy being delivered to the Trustee, on behalf of the Company. The Registrar
shall make appropriate credit and debit entries within each Account to record all of the applicable actions under this Indenture
that relate to the ownership of the related Security and issue Written Confirmations to the related Holders as set forth herein,
with copies being delivered to the Trustee, on behalf of the Company. For example, the total amount of any principal and/or interest
due and payable to the Holders of the Accounts maintained by the Registrar as provided in this Indenture shall be credited to such
Accounts by the Registrar within the time frames provided in this Indenture, and the amount of any payments of principal and/or
interest distributed to the Holders of the Accounts as provided in this Indenture shall be debited to such Accounts by the Registrar.
The Trustee may review the book-entry registration and transfer system as it deems necessary to ensure the Registrar’s compliance
with the terms of the Indenture.



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(b)  
Book-entry Accounts evidencing ownership of the Securities shall be exchangeable for definitive or certificated forms of
Securities in denominations of $1,000 and any amount in excess thereof and fully registered in the names as each Holder directs
only if (i) the Company at its option advises the Trustee and the Registrar in writing of its election to terminate the book-entry
system, or (ii) after the occurrence of any Event of Default, Holders of a majority of the aggregate outstanding principal amount
of the Securities (as determined based upon the latest quarterly statement provided to the Trustee pursuant to Section 2.5
hereof) advise the Trustee in writing that the continuation of the book-entry system is no longer in the best interests of such
Holders and the Trustee notifies all Holders of the Securities, of such event and the availability of certificated forms of securities
to the Holders of Securities.


Section 2.14       
Initial and Periodic Statements. 


(a)   
Subject to the rejection of a Subscription Agreement pursuant to Section 2.2(a), the Registrar shall send Written Confirmations
to initial purchasers, registered owners, registered pledgees, former registered owners and former pledgees, within two Business
Days of its receipt of proper notice regarding the purchase, transfer or pledge of a Security, with copies of such Written Confirmations
being delivered to the Trustee, on behalf of the Company.


(b)  
The Registrar shall send each Holder of a Security (and each registered pledgee) via U.S. mail not later than 10 Business
Days after each quarter end in which such Holder had an outstanding balance in such Holder’s Account, a statement which indicates
as of the quarter end preceding the mailing: (i) the balance of such Account; (ii) interest credited for the period; (iii) repayments,
redemptions or repurchases, if any, during the period; and (iv) the interest rates paid on the Securities in such Account during
the period. The Registrar may also notify the Holders of any notations made to the Securities pursuant to Section 9.5. The Registrar
shall provide additional statements as the Holders or registered pledgees of the Securities may reasonably request from time to
time. The Registrar may charge such Holders or pledgees requesting such statements a fee to cover the charges incurred by the Registrar
in providing such additional statements.


Section 2.15       
Appointment of Agents.


The Company may
from time to time engage Agents to perform its obligations and exercise its rights and discretion under the terms of this Indenture.
In each such case, the Company will provide the Trustee with a copy of each agreement under which any such Agent is engaged and
the name, address, telephone number and capacity of the Agent appointed. If any such Agent shall resign, or such Agent’s
engagement is terminated by the Company, subsequent to the Agent’s appointment by the Company under this Section 2.15, the
Company shall promptly notify the Trustee of such resignation or termination, along with the name, address, telephone number and
capacity of any successor Agent. Notwithstanding any engagement of an Agent hereunder, the Company shall remain obligated to fulfill
each of its obligations under this Indenture.



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ARTICLE III

REDEMPTION AND REPURCHASE


Section 3.1           
Redemption of Securities at the Company’s Election. 


(a)   
The Company may redeem, in whole or in part, any Security prior to the scheduled Maturity Date of the Security by providing
pursuant to Section 2.1(f) a Redemption Notice to the Holder thereof listed on the records maintained by the Registrar, which notice
shall include the Redemption Date and the Redemption Price to be paid to the Holder on the Redemption Date. No interest shall accrue
on a Security to be redeemed under this Section 3.1 for any period of time after the Redemption Date for such Security, provided
that the Company or the Paying Agent has timely tendered the Redemption Price to the Holder.


(b)  
The Company shall have no mandatory redemption or sinking fund obligations with respect to any of the Securities.


(c)   
In its sole discretion, the Company may offer certain Holders the ability to extend the maturity of an existing Security
through the redemption of such Security and the issuance of a new Security. This redemption option shall not be subject to the
30 day notice of redemption described in Section 2.1(f).


Section 3.2           
Repurchase of Securities at the Holder’s Request.


(a)   
Repurchase Upon Death or Disability. Subject to subsection (c) below, within 45 days of the death or Total Permanent
Disability of a Holder who is a natural person (including Securities held in an individual retirement account), the estate of such
Holder (in the event of death) or such Holder (in the event of Total Permanent Disability) may request that the Company repurchase,
in whole and not in part, without penalty, the Security held by such Holder, by delivering to the Company a Repurchase Request.
If a Security is held jointly by natural persons who are legally married, then a Repurchase Request may be made when either registered
Holder of such Security dies or becomes subject to a Total Permanent Disability, the surviving Holder or the disabled Holder may
request that the Company repurchase in whole and not in part, without penalty, such Security as jointly held by the Holders by
delivering to the Company a Repurchase Request. In the event a Security is held jointly by two or more natural persons that are
not legally married, neither of these persons shall have the right to request that the Company repurchase such Security unless
all joint holders of such Security have either died or suffered a Total Permanent Disability. If the Security is held by a Holder
who is not a natural person, such as a trust, partnership, corporation or other similar entity, the right to request repurchase
upon death or disability does not apply.


(b)  
Repurchase Upon Holder’s Election. Subject to subsection (c) below, a Holder may request the Company to repurchase,
in whole and not in part, the Security held by such Holder by delivering a Repurchase Request to the Company. Any such requested
repurchase shall be made only at the Company’s discretion and, if made, will be subject to an early Repurchase Penalty to
be deducted from the payment of such Holder’s Repurchase Price on the Repurchase Date. The early repurchase penalty (the
“Repurchase Penalty”) shall equal the following: (i) with respect to a Security with a three month maturity,
the interest accrued on a simple interest basis on such Security from the Issue Date to the Repurchase Date at the existing interest
rate thereof, but not to exceed three months of simple interest on such Security, or (ii) with respect to a Security with a maturity
of six months or longer, the interest accrued on a simple interest basis on such Security from the Issue Date to the Repurchase
Date at the existing interest rate thereof, but not to exceed six months of simple interest on such Security.



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(c)   
Limitation on Repurchases. The Company will only be required to repurchase Securities for which Repurchase Requests
have been received pursuant to paragraph (a) above, and, if accepted by the Company, paragraph (b) above, to the extent that the
aggregate Repurchase Price for all Securities for which Repurchase Requests are then outstanding in any calendar quarter would
not exceed the greater of (i) one percent of the aggregate outstanding principal balance of all Securities as of the last day of
the previous calendar quarter or (ii) $500,000. For the purposes of applying such limits on the aggregate Repurchase Price for
outstanding Repurchase Requests, such outstanding Repurchase Requests will be honored in the order of the date received or, in
the case of Repurchase Requests made in connection with a Holder’s death or Total Permanent Disability, the later of the
date received or the date such death or Total Permanent Disability is established to the reasonable satisfaction of the Company,
and to the extent any Repurchase Request is not paid in the quarter received or so established due to such limitations, it will
be honored in the subsequent quarter, to the extent possible, subject to the applicability of such limits on aggregate Repurchase
Requests in each subsequent quarter. For the avoidance of doubt, in the event that the Company would otherwise be required to repurchase
a Security hereunder in a given quarter by reason of the priority of the Repurchase Request (as established in this Section) but
for the fact that the Repurchase Price exceeds the amount remaining under the forgoing limitations (after giving effect to all
other Repurchase Requests having priority during such quarter), the Company may, at its option, effect a partial repurchase of
such Security, up to the portion of the Repurchase Price covered by the amount remaining, and carry the Repurchase Request for
the balance of such Security forward as provided above.


(d)  
Repurchase Date. To the extent a Security for which a Repurchase Request has been received during the then current
calendar quarter is determined not to be subject to the limitation in subsection (c) above and thus, will be repurchased during
the current quarter, then the Company shall designate a date for the repurchase of such Security (the “Repurchase Date”),
which date shall not be more than 10 days after the Company’s receipt of the Repurchase Request or, in the case of a Repurchase
Request following the death or Total Permanent Disability of the Holder, 10 days after the Company’s receipt of satisfactory
establishment of such Holder’s death or Total Permanent Disability. On the Repurchase Date, the Company shall pay the Repurchase
Price to the Holder (or the estate of the Holder, in the case of a request following death) in accordance with Section 2.7.
With respect to a Security for which a Repurchase Request has been received during a prior calendar quarter and for which the Repurchase
Price was not paid during such prior calendar quarter, but rather the Repurchase Request has been carried over to and is still
outstanding in the current calendar quarter (because of the limitation in subsection (c) above), the Company shall designate a
Repurchase Date not later than the tenth (10th) day after the start of such calendar quarter, unless subsection (c)
is again applicable, in which case such obligation shall be met not later than the tenth (10th) day after the start
of the next calendar quarter during which such limitation is no longer applicable. No interest shall accrue on a Security to be
repurchased under this Section 3.2 for any period of time on or after the Repurchase Date for such Security, provided that the
Company or the Paying Agent has timely tendered the Repurchase Price to the Holder or the estate of the Holder, as the case may
be.


(e)   
Waiver and Modification of Repurchase Policies. The Company may waive or reduce any early Repurchase Penalty in its
sole discretion and may modify at any time its policy on the repurchase of Securities at the request of Holders; provided that
no such modification shall adversely affect the rights of Holders to the repurchase of Securities for which Repurchase Requests
are then outstanding.



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ARTICLE IV

COVENANTS


Section 4.1           
Payment of Securities. 


(a)   
Subject to Article X, the Company shall duly pay the principal of and interest on each Security on the dates and in the
manner provided under this Indenture. Principal and interest (to the extent such interest is paid in cash) shall be considered
paid on the date due if the Paying Agent, if other than the Company, holds, at least one Business Day before that date, money deposited
by the Company in immediately available funds and designated for and sufficient to pay all principal and interest then due; provided,
however, that principal and interest shall not be considered paid within the meaning of this Section 4.1 if money is held by the
Paying Agent for the benefit of holders of Senior Debt pursuant to the provisions of Article X hereof. Such Paying Agent shall
return to the Company, no later than five days following the date of payment, any money (including accrued interest, if any) that
exceeds such amount of principal and interest paid on the Securities in accordance with this Section 4.1.


(b)  
Subject to Article X, to the extent lawful, the Company shall pay interest (including Post-Petition Interest in any proceeding
under any Bankruptcy Law) on overdue principal at the rate borne by the Securities, compounded semi-annually; it shall pay interest
(including Post-Petition Interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard
to any applicable grace period) at the same rate, compounded semi-annually.


Section 4.2           
Maintenance of Office or Agency. 


(a)   
The Company will maintain an office or agency (which may be an office of the Trustee, Registrar or co-registrar) where Securities
may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office of the Trustee.



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(b)  
The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented
or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.


(c)   
The Company hereby designates its office at 16233 Kenyon Ave., Suite 210, Lakeville, Minnesota 55044, as one such office
or agency of the Company in accordance with Section 2.3.


Section 4.3           
SEC Reports and Other Reports. 


(a)   
The Company shall provide to the Trustee, within 45 days after filing with the SEC, paper copies or, if such documents are
readily available on the SEC’s website, notification of the availability 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) that the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company shall otherwise comply
with the periodic reporting requirements as set forth in TIA § 314(a), and the Company shall file with the Trustee and the
SEC, in accordance with the rules and regulations prescribed by the SEC, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by
such rules and regulations. Notwithstanding anything to the contrary herein, the Trustee shall have no duty to review such documents
for purposes of determining compliance with any provisions of the Indenture.


(b)  
The Company, or such other entity as the Company shall designate as Registrar, shall provide the Trustee at intervals of
not more than six months with management reports which provide the Trustee with such information regarding the Accounts maintained
by the Company for the benefit of the Holders of the Securities as the Trustee may reasonably request which information shall include
at least the following for the relevant time interval from the date of the immediately preceding report: (i) the outstanding balance
of each Account at the end of the period; (ii) interest credited for the period; (iii) repayments, repurchases and redemptions,
if any, made during the period; and (iv) the interest rate paid on each Security in such Account maintained by the Registrar during
the period.


(c)   
Notwithstanding any provision of this Indenture to the contrary, the Company shall not have any obligation to maintain any
of its securities (other than the Securities hereunder), including without limitation its common stock, as securities registered
under the Exchange Act or the Securities Act, as amended, or as securities listed and publicly traded on any national securities
exchange.



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Section 4.4           
Compliance Certificate. 


(a)   
The Company shall deliver to the Trustee, within 120 days after the end of each Fiscal Year, beginning in 2012, an Officers’
Certificate stating that a review of the activities of the Company 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 their 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 or she may have knowledge and what action the Company
is taking or proposes to take with respect thereto) and that to the best of their knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or interest, if any, on the Securities are prohibited or if
such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.


(b)  
So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the
annual financial statements delivered pursuant to Section 4.3 above shall be accompanied by a written statement of the Company’s
independent public accountants that in making the examination necessary for certification of such financial statements nothing
has come to their attention which would lead them to believe that the Company has violated the provisions of Section 4.1 of this
Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.


(c)   
The Company will, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon any Officer 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 4.5           
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; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all beneficial 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 4.6           
Liquidation. 


The Board of Governors
or the members of the Company shall not adopt a plan of liquidation that provides for, contemplates or the effectuation of which
is preceded by (a) the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company, otherwise
than substantially as an entirety (Section 5.1 of this Indenture being the Section hereof which governs any such sale, lease, conveyance
or other disposition substantially as an entirety), and (b) the distribution of all or substantially all of the proceeds of such
sale, lease, conveyance or other disposition and of the remaining assets of the Company to the holders of capital stock of the
Company, unless the Company, prior to making any liquidating distribution pursuant to such plan, makes provision for the satisfaction
of the Company’s Obligations hereunder and under the Securities as to the payment of principal and interest.


Section 4.7           
Intentionally Omitted.


Section 4.8           
Restrictive Covenants.


(a)   
The Company covenants that, so long as any of the Securities are outstanding, it shall not declare or pay any distributions
or other payments of cash or other property to its common or preferred members (other than any distribution payable in units of
or rights to acquire units of membership interest in the Company’s on a pro rata basis to all members), unless no Default
or Event of Default with respect to the Securities then exists or would exist immediately following the declaration or payment
of such distribution or other payment.


(b)  
The Company’s Board of Governors shall not declare or pay any distributions to its members if, in the reasonable determination
of the Governors, the Company would have insufficient cash to meet anticipated redemption or repayment obligations. The foregoing
restriction shall not apply to distributions in respect of taxes payable by the members based on net income or gains of the Company
that have been allocated to the members.


Section 4.9           
Securitization Transactions and Additional Indebtedness.


Except as otherwise
provided in Section 4.8(b), the Company shall not be prohibited, restricted or otherwise limited from incurring or refinancing
any Indebtedness subsequent to the date hereof, which Indebtedness will have such terms and provisions as the Company and the lender
thereof may agree upon without any restriction or limitation hereunder and such Indebtedness will likely be senior in right of
payment to the Securities.



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ARTICLE V

SUCCESSORS


Section 5.1           
When the Company May Merge, etc.


(a)   
The Company may not consolidate or merge with or into (whether or not the Company is the surviving entity), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions
to another entity, Person or entity unless (i) the Company is the surviving entity or the entity or the Person formed by or surviving
any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation, limited liability company or limited partnership organized or existing
under the laws of the United States, any state thereof or the District of Columbia; (ii) the entity or Person formed by or surviving
any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer,
lease, conveyance or other disposition will have been made assumes all the payment obligations on the Securities and the performance
covenants of the Indenture of the Company pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee,
under the Securities and this Indenture; and (iii) immediately after such transaction no Default or Event of Default exists.


(b)  
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 such supplemental indenture comply
with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers’ Certificate and Opinion of Counsel.


Section 5.2           
Successor Entity 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 entity or Person 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 entity or Person has been named
as the Company herein, and upon such succession and substitution, the Company shall be released from all of its obligations and
liabilities under this Indenture and the Securities.


ARTICLE VI

DEFAULTS AND REMEDIES


Section 6.1           
Events of Default. 


An “Event
of Default” occurs if:


(a)   
the Company fails to pay interest on a Security when the same becomes due and payable and such failure continues for a period
of 15 days, whether or not such payment is prohibited by the provisions of Article X hereof;


(b)  
the Company fails to pay the principal amount of any Security when the same becomes due and payable on any Payment Date,
and such failure continues for a period of 15 days, whether or not prohibited by the provisions of Article X hereof;



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(c)   
the Company fails to observe or perform any material covenant, condition or agreement on the part of the Company under this
Indenture or the breach by the Company of any material representation or warranty of the Company under this Indenture, and such
failure or breach continues unremedied for a period of 60 days after the Company’s receipt of written notice of such failure
or breach;


(d)  
the Company defaults in any other material financial obligation of the Company and such default results in such payment
obligations becoming or being declared immediately due and payable and such declaration is not rescinded or annulled within 60
days after the Company’s receipt of written notice of such declaration;


(e)   
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) admits
in writing its inability to pay debts as the same become due; or


(f)   
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;
(iii) orders the liquidation of the Company, and in each case the order or decree remains unstayed and in effect for 120 consecutive
days.


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


A Default under
clause (c) of this Section 6.1 (except for a Default with respect to Section 4.6 or 5.1) is not an Event of Default until the Trustee
at the direction of the Holders of at least a majority in principal amount of the then outstanding Securities (“Majority
Holders”) notify the Company in writing of the Default and the Company does not cure the Default or such Default is not waived
within 60 days after receipt of the notice pursuant to Section 6.4. The notice must specify the Default, demand that it be remedied
and state that the notice is a “Notice of Default.”


Section 6.2           
Acceleration. 


If an Event of Default
(other than an Event of Default specified in clauses (e) or (f) of Section 6.1) occurs and is continuing, the Trustee by notice
to the Company, at the written direction of the Majority Holders or by the Majority Holders by written notice to the Company and
the Trustee may declare the unpaid principal of and any accrued interest on all the Securities to be due and payable. Upon such
declaration, all unpaid principal of and accrued interest on all Securities shall be due and payable immediately; provided, however,
that if any Indebtedness or Obligation is outstanding pursuant to, or with respect to, the Senior Debt, such a declaration of acceleration
by the Holders shall not become effective until the earlier of (i) the day which is five Business Days after the receipt by each
of the Company and the holders of Senior Debt of such written notice of acceleration or (ii) the date of acceleration of any Indebtedness
under any Senior Debt; and provided, further, that, so long as any Senior Debt is outstanding, any such declaration by the Trustee
or the Holders shall not become effective if any period during which the Company is not permitted to make payment on account of
the Securities pursuant to Section 10.3 is then in effect. If an Event of Default specified in clause (e) or (f) of Section 6.1
occurs, all unpaid principal of and accrued interest on all 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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Section 6.3           
Other Remedies. 


If an Event of Default
occurs and is continuing, the Trustee may, after a declaration of acceleration under Section 6.2 above, pursue any available remedy
to collect the payment of principal or interest on the Securities or to enforce the performance of any provision of the Securities
or this Indenture, as directed in writing by the Majority Holders. The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising
any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence
in the Event of Default. All remedies are cumulative to the extent permitted by law.


Section 6.4           
Waiver of Past Defaults. 


The Majority Holders
by notice to the Trustee may, on behalf of the Holders of all Securities, waive any existing Default or Event of Default and its
consequences under this Indenture, including without limitation a rescission of an acceleration pursuant to Section 6.2, except
for a continuing Default or Event of Default in the payment of interest on or the principal of any Security held by a non-consenting
Holder, or except for a waiver that would conflict with any judgment or decree. Upon actual receipt of any such notice of waiver
by a Responsible Officer of the Trustee, 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 Event of Default or impair any right consequent thereon.


Section 6.5           
Control by Majority. 


The Majority Holders
may 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 it, provided, that indemnification for the Trustee’s fees and expenses, in a form reasonably satisfactory
to the Trustee, shall have been provided. However, the Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee
in personal liability.


Section 6.6           
Limitation on Suits. 


A Holder may pursue
a remedy with respect to this Indenture only if:


(a)   
the Holder gives to the Trustee written notice of a continuing Event of Default;


(b)  
the Majority Holders make a written request to the Trustee to pursue the remedy;



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(c)   
such Holder or Holders offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any
loss, liability or expense;


(d)  
the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested,
the provision of indemnity; and


(e)   
during such 60 day period the Majority Holders do not give the Trustee a direction inconsistent with the request.


A Holder may not
use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.


Section 6.7           
Rights of Holders to Receive Payment. 


Notwithstanding
any other provision of this Indenture, but subject to Article X hereof, the right of any Holder of a Security to receive payment
of principal and interest on the Security, on or after the respective due dates expressed in the Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of
the Holder.


Section 6.8           
Collection Suit by Trustee. 


If an Event of Default
specified in Section 6.1(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid on the Securities
and interest on overdue principal and, to the extent lawful, interest and 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.


Section 6.9           
Trustee May File Proofs of Claim. 


The Trustee is authorized
to file such proofs of claim and 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 the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities),
its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property
payable or deliverable on any such claims and any custodian 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 to 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 7.7 hereof. To the extent that the payment
of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same
shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties
which the Holders of the Securities may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization
or arrangement or otherwise. 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.



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Section 6.10       
Priorities. 


If the Trustee collects
any money pursuant to this Article, it shall, subject to the provisions of Article X hereof, pay out the money in the following
order:


(a)   
First: to the Trustee, its agents and attorneys for amounts due under Section 7.7, including payment of all
compensation, expenses and liabilities incurred, and all advances made, if any, by the Trustee and the costs and expenses of collection;


(b)  
Second: to holders of Senior Debt to the extent required by Article X hereof;


(c)   
Third: to (i) Holders for amounts due and unpaid on the Securities for principal and interest, and (ii) holders of
Pari Passu Debt for amounts due and unpaid on such Pari Passu Debt for principal and interest, ratably, without preference or priority
of any kind, according to the amounts due and payable on the Securities and/or such Pari Passu Debt for principal and interest,
respectively; and


(d)  
Fourth: to the Company or to such party as a court of competent jurisdiction shall direct.


The Trustee may
fix a record date and payment date for any payment to Holders.


Section 6.11       
Undertaking for Costs. 


In any suit for
the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted
by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7, or a suit by Holders
of more than ten percent (10%) in principal amount of the then outstanding Securities.



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ARTICLE VII

TRUSTEE


Section 7.1           
Duties of Trustee. 


(a)   
If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in 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 duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform
only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall
be read into this Indenture against the Trustee.


(ii)              
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon resolutions, statements, reports, documents, orders, certificates, opinions or other instruments
furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any of the above that are
specifically required to be furnished to the Trustee pursuant to this Indenture, the Trustee shall examine them to determine whether
they substantially conform to the requirements of this Indenture.


(c)   
The Trustee may not be relieved from liabilities 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)(i) and (b)(ii) of this Section.


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


(iii)            
The Trustee shall not be liable to the Holders with respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.5.


(d)  
Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b) and (c) of this Section.


(e)   
No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee
may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.



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(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 or, except with respect to any money held by the Trustee over a holiday or weekend, in which event the Trustee shall
remit to the Company the interest earnings on such money at a rate equal to the then current rate for money market funds invested
by the Trustee; provided that the Company has directed the Trustee to invest such money. Money held in trust by the Trustee need
not be segregated from other funds except to the extent required by law.


Section 7.2           
Rights of Trustee. 


(a)   
The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented to
it by the proper Person. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall have no
duty to inquire as to the performance of the Company’s covenants in Article IV hereof. In addition, the Trustee shall not
be deemed to have knowledge of any Default or any Event of Default except any Default or Event of Default of which the Trustee
shall have received written notification or obtained actual knowledge.


Delivery of reports, information and documents to the
Trustee under Sections 4.3(a), 4.3(b) and 4.4(b) is for informational purposes only and the Trustee’s receipt of the foregoing
shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely conclusively
on Officers’ Certificates).


(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. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.


(c)   
The Trustee may act through agents, attorneys, custodians or nominees and shall not be responsible for the misconduct or
negligence or the supervision of any agents, attorneys, custodians or nominees appointed by it with due care.


(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 the rights or powers conferred upon it by this Indenture.


(e)   
Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall
be sufficient if signed by an Officer of the Company.



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(f)   
The Trustee shall not be deemed to have notice of an Event of Default for any purpose under this Indenture unless notified
of such Event of Default by the Company, the Paying Agent (if other than the Company) or a Holder of the Securities.


(g)  
The Trustee shall not be responsible for any costs, expenses, damages or other liabilities arising (directly or indirectly)
as a result of (i) any filing of a claim or proof of debt by holders of Senior Debt (or their representative, successors or assigns)
or (ii) any right of holders of Senior Debt (or their representative, successors or assigns) to file any such claim or proof of
debt, in any such case in accordance with the second paragraph of Section 10.2.


Section 7.3           
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. However,
the Trustee is subject to Sections 7.10 and 7.11.


Section 7.4           
Trustee’s Disclaimer. 


The Trustee shall
not be responsible for and 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 or any money paid to the Company or upon the
Company’s direction under any provision hereof, it shall not be responsible for the use or application of any money received
by any Paying Agent other than the Trustee and it shall not be responsible for any statement or recital herein or any statement
in the Securities or any other document in connection with the sale of the Securities or pursuant to this Indenture other than
its certificate of authentication.


Section 7.5           
Notice of Defaults. 


If an Event of Default
occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders a notice
of the Event of Default within 90 days after it occurs or as soon as practicable after it is known to a Responsible Officer of
the Trustee. Except in the case of an Event of Default in payment on any Security, the Trustee may withhold the notice if and so
long as the Responsible Officer of the Trustee in good faith determines that withholding the notice is in the interests of the
Holders.


Section 7.6           
Reports by Trustee to Holders. 


(a)   
Within 60 days of the end of each Fiscal Year, commencing with the fiscal year ending December 31, 2012 and for so long
as the Securities remain outstanding, the Trustee shall mail to Holders (with a copy to the Company) a brief report dated as of
such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the
12 months preceding the reporting date, no report need be prepared or transmitted). The Trustee also shall comply with TIA §
313(b). The Trustee shall also transmit by mail all reports as required by TIA § 313(c).



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(b)  
Commencing at the time this Indenture is qualified under the TIA, a copy of each report mailed to Holders under this Section
7.6 (at the time of its mailing to Holders) shall be filed with the SEC and each stock exchange, if any, on which the Securities
are listed. The Company shall promptly notify the Trustee if and when the Securities are listed on any stock exchange.


Section 7.7           
Compensation and Indemnity. 


(a)   
The Company shall pay to the Trustee from time to time reasonable compensation, as the parties shall agree to in writing
from time to time, for its acceptance of this Indenture and its performance of the duties and services required hereunder. 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 promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition
to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel.


(b)  
The Company shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of
or in connection with the acceptance or administration of its duties under this Indenture, except as set forth in Section 7.7(d).
The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company shall not relieve the Company of its obligations hereunder, except to the extent the Company is prejudiced thereby.
The Company shall defend the claim and the Trustee shall reasonably cooperate in such defense. The Trustee may have separate counsel
and the Company shall pay the reasonable fees and expenses of one such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.


(c)   
The obligations of the Company to pay compensation under Section 7.7(a) through the date of termination, and for indemnification
under Section 7.7(b) shall survive the satisfaction and discharge of this Indenture.


(d)  
The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through its
own negligence, bad faith or willful misconduct.


(e)   
To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities
on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on the Securities
or to pay Senior Debt. Such lien shall survive the satisfaction and discharge of this Indenture.


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



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Section 7.8           
Replacement of Trustee. 


(a)   
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 7.8.


(b)  
The Trustee may resign at any time and be discharged from the trust hereby created by so notifying the Company. The Holders
of a majority of the aggregate principal amount of the outstanding Securities may remove the Trustee (including any successor Trustee)
at any time by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:


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


(ii)          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;


(iii)         a Custodian or public officer takes charge of the Trustee or its property;


(iv)         the Trustee becomes incapable of acting as Trustee under this Indenture, or


(v)          the Company so elects, provided such replacement Trustee is qualified.


(c)   
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.


(d)  
If a successor Trustee does not take office within 30 days after notice that the Trustee has resigned or has been removed,
the Company or the Trustee or the Holders of at least a majority in principal amount of the then outstanding Securities may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


(e)   
If the Trustee after written request by any Holder who has been a Holder for at least six months fails to comply with Section
7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


(f)   
A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon
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 under this Indenture. The successor Trustee shall mail a notice of its succession to all Holders.
The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing
to the Trustee hereunder have been paid and subject to the lien provided for in Section 7.7. Notwithstanding replacement of the
Trustee pursuant to this Section 7.8, the Company’s obligations to pay compensation under Section 7.7(a) through the date
of termination, and for indemnification under Section 7.7(b) hereof shall continue for the benefit of the retiring Trustee.



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Section 7.9           
Successor Trustee by Merger, etc. 


If the Trustee consolidates,
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 7.10       
Eligibility; Disqualification. 


(a)   
There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws
of the United States of America or of any state or territory thereof or of the District of Columbia authorized under such laws
to exercise corporate trustee power, shall be subject to supervision or examination by Federal, state, territorial or District
of Columbia authority and shall have a combined capital and surplus of at least $5,000,000 as set forth in its most recent published
annual report of condition.


(b)  
This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1) and (2). The Trustee shall
be subject to TIA § 310(b).


Section 7.11       
Preferential Collection of Claims Against Company.


The Trustee shall
be 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 therein.


Section 7.12       
 Appointment of Co-Trustee. 


It is the purpose
of this Indenture that there shall be no violation of any law of any jurisdiction (including without limitation, the laws of the
State of Minnesota) denying or restricting the right of banks or trust companies to transact business as trustees in that jurisdiction.
It is recognized that, (a) if there is litigation under the Indenture or other instruments or documents relating to the Securities,
and in particular, in case of the enforcement hereof or thereof upon a default or an Event of Default, or (b) if the Trustee should
deem that, by reason of any present or future law of any jurisdiction, it may not (i) exercise any of the powers, rights or remedies
granted herein to the Trustee, or (ii) take any action which may be desirable or necessary in connection therewith, it may be necessary
that the Trustee appoint an individual or additional institution as a Co-Trustee. The following provisions of this Section are
adapted to these ends.


In the event that
the Trustee appoints an individual or additional institution as a Co-Trustee, each and every trust, property, remedy, power, right,
duty, obligation, discretion, privilege, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or
intended by this Indenture to be exercised by, vested in or conveyed to the Trustee shall be exercisable by, vest in and be conveyed
to that Co-Trustee, but only to the extent necessary for it to be so vested and conveyed and to enable that Co-Trustee to exercise
it. Every covenant, agreement and obligation necessary to the exercise thereof by that Co-Trustee shall run to and be enforceable
by it.


Any Co-Trustee may
resign or be removed and a successor Co-Trustee appointed upon the same terms as provided for the Trustee.



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ARTICLE VIII

DISCHARGE OF INDENTURE


Section 8.1           
Termination of Company’s Obligations. 


(a)   
This Indenture shall cease to be of further effect (except that the Company’s obligations to pay compensation under
Section 7.7(a) through the date of termination, and for indemnification under Section 7.7(b) and its obligations under Section
8.4, and the Company’s, Trustee’s and Paying Agent’s obligations under Section 8.3 shall survive) when, without
violating Article X hereof, all outstanding Securities have been paid in full and the Company has paid all sums payable by the
Company hereunder. In addition, the Company may terminate all of its obligations under this Indenture if, without violating Article
X hereof:


(i)                
the Company irrevocably deposits in trust with the Trustee or, at the option of the Trustee, with a trustee reasonably satisfactory
to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee,
money or U.S. Government Obligations sufficient (as certified by an independent public accountant designated by the Company) to
pay principal and interest on the Securities to maturity or redemption, as the case may be, and to pay all other sums payable by
it hereunder, provided that (A) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or
the proceeds of such U.S. Government Obligations to the Trustee and (B) the Trustee shall have been irrevocably instructed to apply
such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the
Securities;


(ii)              
the Company delivers to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction
and discharge of this Indenture have been complied with; and


(iii)            
no Default or Event of Default with respect to the Securities shall have occurred and be continuing on the date of such
deposit.


Then, this Indenture shall cease
to be of further effect (except as provided in this paragraph), and the Trustee, on demand of the Company, shall execute proper
instruments acknowledging confirmation of and discharge under this Indenture. The Company may make the deposit only if Article
X hereof does not prohibit such payment. However, the Company’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 4.2, 7.7(c),
7.8, 8.3 and 8.4 and the Trustee’s and Paying Agent’s obligations in Section 8.3 shall survive until the Securities
are no longer outstanding. Thereafter, only the Company’s obligations to pay compensation under Section 7.7(a) through the
date of termination, and for indemnification under Section 7.7(b), its obligations under Section 8.4 and the Company’s, Trustee’s
and Paying Agent’s obligations in Section 8.3 shall survive.



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(b)  
After such irrevocable deposit made pursuant to this Section 8.1 and satisfaction of the other conditions set forth herein,
the Trustee upon written request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture
except for those surviving obligations specified above.


(c)   
In order to have money available on a payment date to pay principal or interest on the Securities, the U.S. Government Obligations
shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide
the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.


Section 8.2           
Application of Trust Money. 


The Trustee or a
trustee satisfactory to the Trustee and the Company shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to Section 8. 1. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying
Agent and in accordance with this Indenture to the payment of principal and interest on the Securities.


Section 8.3           
Repayment to Company. 


(a)   
The Trustee and the Paying Agent shall promptly pay to the Company upon written request any excess money or securities held
by them at any time.


(b)  
The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of
principal or interest on the Securities that remains unclaimed for two years after the date upon which such payment shall have
become due; provided, however, that the Company shall have either caused notice of such payment to be mailed to each Holder entitled
thereto no less than 30 days prior to such repayment or within such period shall have published such notice in a newspaper of widespread
circulation published in Dakota County, Minnesota. After payment to the Company, Holders entitled to the money must look to the
Company for payment as general creditors unless an applicable abandoned property law designates another Person, and all liability
of the Trustee and such Paying Agent with respect to such money shall cease.



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Section 8.4           
Reinstatement. 


If the Trustee or
Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 8.2 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though
no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or Paying Agent is permitted to apply all such money
or U.S. Government Obligations in accordance with Section 8.2; provided, however, that if the Company has made any payment of interest
on or principal of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment, as long as no money is owed to the Trustee by the Company, from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.


ARTICLE IX

AMENDMENTS


Section 9.1           
Without Consent of the Holders. 


The Company and
the Trustee may amend this Indenture or the Securities without the consent of any Holder:


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


(b)  
to comply with Section 5.1;


(c)   
to make any change that does not adversely affect the legal rights hereunder of any Holder;


(d)  
make any change in Section 3.2; provided, however, that no such change shall adversely affect the rights of any outstanding
or issued Security; or


(e)   
to comply with any requirements of the SEC in connection with the qualification of this Indenture under the TIA.


Section 9.2           
With Consent of the Holders. 


(a)   
The Company and the Trustee may amend this Indenture or the Securities with the written consent of the Holders of at least
a majority in principal amount of the then outstanding Securities. The Holders of a majority in principal of the then outstanding
Securities may also waive on behalf of all Holders any existing Default or Event of Default or compliance with any provision of
this Indenture or the Securities. However, without the consent of the Holder of each Security affected, an amendment or waiver
under this Section may not:


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


(ii)              
reduce the rate of or change the time for payment of interest, including default interest, on any outstanding Security;



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(iii)            
reduce the principal of or change the fixed maturity of any Security or alter the redemption provisions or the price at
which the Company shall offer to purchase such Security pursuant to Section 3.1 of Article III hereof;


(iv)            
make any Security payable in money other than that stated in the Prospectus;


(v)              
modify or eliminate the right of the estate of a Holder or a Holder to cause the Company to repurchase a Security upon the
death or Total Permanent Disability of a Holder pursuant to Article III; provided, however, that the Company may not modify or
eliminate such right, as it may be in effect on the Issue Date, of any Security which was issued with such right, and after an
amendment under this subsection 9.2(a)(v) becomes effective, the Company shall mail to the Holders of each Security then outstanding
a notice briefly describing the amendment;


(vi)            
make any change in Section 6.4 or 6.7 hereof or in this sentence of this Section 9.2;


(vii)          
make any change in Article X that materially adversely affects the rights of any Holders; or


(viii)        
waive a Default or Event of Default in the payment of principal of or interest on any Security (except a rescission of acceleration
of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment
default that resulted from such acceleration).


(b)  
It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.


(c)   
After an amendment or waiver under this Section becomes effective, the Company shall mail to the Holders of each Security
affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Subject to
Sections 6.4 and 6.7 hereof, the Holders of a majority in principal amount of the Securities then outstanding may waive compliance
in a particular instance by the Company with any provision of this Indenture or the Securities.


Section 9.3           
Compliance with Trust Indenture Act. 


If at the time this
Indenture shall be qualified under the TIA, every amendment to this Indenture or the Securities shall be set forth in a supplemental
indenture that complies with the TIA as then in effect.



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Section 9.4           
Effect of Consents. 


(a)   
Until an amendment or 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. An amendment or waiver becomes effective in accordance with
its terms and thereafter binds every Holder.


(b)  
The Company may fix a record date for determining which Holders must consent to such amendment or waivers. If the Company
fixes a record date, the record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent
or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 2.5, or
(ii) such other date as the Company shall designate.


Section 9.5           
Notation on or Exchange of Securities. 


The Trustee may
place an appropriate notation about an amendment or waiver on any Security, if certificated, or any Account statement. Failure
to make any notation or issue a new Security shall not affect the validity and effect of such amendment or waiver.


Section 9.6           
Trustee to Sign Amendments, etc. 


The Trustee shall
sign any amendment or supplemental indenture authorized pursuant to this Article IX if, in the Trustee’s reasonable discretion,
the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may,
but need not, sign it. In signing or refusing to sign such amendment or supplemental indenture, the Trustee shall be entitled to
receive, if requested, an indemnity reasonably satisfactory to it and to receive and, subject to Section 7.1, shall be fully protected
in relying upon, an Officers’ Certificate and an Opinion of Counsel (or written advice of counsel) as conclusive evidence
that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith,
and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental
indenture until its Board of Governors approves it.


ARTICLE X

SUBORDINATION


Section 10.1       
Agreement to Subordinate. 


(a)   
The Company agrees, and each Holder by accepting a Security consents and agrees, that the Indebtedness evidenced by the
Securities and the payment of the principal of, and interest on and other amounts owing with respect to, the Securities is subordinated
in right of payment, to the extent and in the manner provided in this Article, to the prior payment in full, in cash, cash equivalents
or otherwise in a manner satisfactory to the holders of Senior Debt, of all Obligations due in respect of Senior Debt of the Company
whether outstanding on the date hereof or hereafter incurred, and that the subordination is for the benefit of the holders of Senior
Debt.



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(b)  
For purposes of this Article X, a payment or distribution on account of the Securities may consist of cash, property or
securities, by set-off or otherwise, and a payment or distribution on account of any of the Securities shall include, without limitation,
any redemption, purchase or other acquisition of the Securities.


Section 10.2       
Liquidation; Dissolution; Bankruptcy. 


(a)   
(a) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
to creditors upon (i) any dissolution or winding-up or total or partial liquidation or reorganization of the Company whether voluntary
or involuntary and whether or not involving insolvency or bankruptcy or (ii) any bankruptcy or insolvency case or proceeding or
any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company
or to its assets, (iii) any assignment for the benefit of creditors or any other marshaling of assets of the Company, all obligations
due, or to become due, in respect of Senior Debt (including interest after the commencement of any such proceeding at the rate
specified in the applicable Senior Debt) shall first indefeasibly be paid in full, or provision shall have been made for such payment,
in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before any payment is made on account
of the principal of or interest on the Securities. Upon any such dissolution, winding-up, liquidation or reorganization, any payment
or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders
of the Securities or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders of the Securities or by the Trustee under this Indenture if received by them, directly to the holders of Senior
Debt (in order of priority, and when of equal priority, pro rata to such holders of equal priority on the basis of the amounts
of Senior Debt held by such holders) or their representative or representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Debt may have been issued, as their interests may appear, for application to the payment of
Senior Debt remaining unpaid until all such Senior Debt has been indefeasibly paid in full, or provisions shall have been made
for such payment, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, after giving effect
to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt


(b)  
For purposes of this Article X, the words “cash, property or securities” shall be deemed to include securities
of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated, to at
least the same extent as the Securities, to the payment of all Senior Debt then outstanding or to the payment of all securities
issued in exchange therefor to the holders of Senior Debt at the time outstanding. The consolidation of the Company with, or the
merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance
or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions
provided in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section
if such other corporation shall, as part of such consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article V.



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Section 10.3       
Default of Senior Debt. 


(a)   
In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest
on any Senior Debt, or any amount owing from time to time under or in respect of Senior Debt or in the event that any nonpayment
event of default with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt
becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or (b) in
the event that any other nonpayment event of default with respect to any Senior Debt shall have occurred and be continuing permitting
the holders of such Senior Debt (or a trustee on behalf of the holders thereof) to declare such Senior Debt due and payable prior
to the date on which it would otherwise have become due and payable, then the Company shall make no payment, direct or indirect
(including any payment which may be payable by reason of the payment of any other Indebtedness of the Company being subordinated
to the payment of the Securities) on account of any Securities unless and until (i) such event of default shall have been cured
or waived or shall have ceased to exist or such acceleration shall have been rescinded or annulled, or (ii) in case of any nonpayment
event of default specified in (b), during the period (a “Payment Blockage Period”) commencing on the date the
Company and the Trustee receive written notice (a “Payment Notice”) of such event of default (which notice shall
be binding on the Trustee and the Holders as to the occurrence of such an event of default) from a holder of the Senior Debt to
which such default relates and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which such Senior
Debt to which such default relates is discharged or such default is waived by the holders of such Senior Debt or otherwise cured
and (C) the date on which the Trustee receives written notice from the holder of such Senior Debt to which such default relates
terminating the Payment Blockage Period. Notwithstanding the foregoing, during any Payment Blockage Period, the Company shall make
payments for rescinded subscriptions under Section 2.2(b) (including subscriptions that occur at a time when a Post-Effective Amendment
was required but not yet effective). The holders of the Senior Debt may deliver up to three (3) Payment Notices to the Company
and the Trustee in any 360 day period, provided that in no event shall the cumulative Payment Blockage Periods exceed 179 days
in a 360 day period.


(b)  
Subject to the provisions of Sections 6.9 and 10.7, neither the Trustee nor the Holders may take any action to assert, demand,
sue for, collect, enforce or realize upon the Securities or the related Obligations or any part thereof in any period during which
the Company is not permitted to make payment on account of the Securities pursuant to Section 10.3, unless and only to the extent
that the commencement of a legal action may be required to toll the running of any applicable statute of limitations.



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Section 10.4       
When Distribution Must Be Paid Over. 


(a)   
If the Trustee or any Holder receives any payment with respect to the Securities, whether in cash, property or securities,
that the Company is prohibited from making under Section 10.3, such payment shall be held by the Trustee or such Holder, in trust
for the benefit of, and shall be paid forthwith over and delivered to, the holders of Senior Debt (in order of their priority,
and when of equal priority, pro rata to such holders of equal priority on the basis of the amounts of Senior Debt held by such
holders) for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
in accordance with the terms of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders
of Senior Debt.


(b)  
 With respect to the holders of Senior Debt, the Trustee undertakes to perform only such obligations on the part of the
Trustee as are specifically set forth in this Article X, and no implied covenants or obligations with respect to the holders of
Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf
of Holders or the Company or any other Person money or assets to which any holders of Senior Debt shall be entitled by virtue of
this Article X, except if with respect to the holders of Senior Debt, the Trustee undertakes to perform only such obligations on
the part of the Trustee as are specifically set forth in this Article X, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any such holders if the Trustee shall pay over or distribute
to or on behalf of Holders or, if permitted by this Agreement, the Company or any other Person money or assets to which any holders
of Senior Debt shall be entitled by virtue of this Article X, except if such payment is made as a result of the willful misconduct
or negligence of the Trustee.


Section 10.5       
Notice by Company. 


The Company shall
promptly notify the Trustee and the Paying Agent in writing of any facts known to the Company that would cause a payment of any
Obligations with respect to the Company to violate this Article, but failure to give such notice shall not affect the subordination
of the Securities to the Senior Debt provided in this Article.


Section 10.6       
Subrogation. 


After all Senior
Debt is paid in full, in cash, cash equivalents or otherwise in a manner satisfactory to the holders of such Senior Debt, and until
the Securities are paid in full, Holders shall be subrogated (equally and ratably with all other Indebtedness pari passu with the
Securities) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions
otherwise payable to the Holders have been applied to the payment of Senior Debt.



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Section 10.7       
Relative Rights. 


(a)   
This Article defines the relative rights of Holders and holders of Senior Debt. Nothing in this Indenture shall:


(i)                
impair, as between the Company and Holders, the obligations of the Company, which are absolute and unconditional, to pay
principal of and interest on the Securities in accordance with their terms;


(ii)              
affect the relative rights of Holders and creditors of the Company other than their rights in relation to holders of Senior
Debt; or


(iii)            
prevent the Trustee or any Holder from exercising its available remedies upon a Default or Event of Default, subject to
the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders.


(b)  
If the Company fails because of this Article to pay principal of or interest on a Security on the due date, the failure
is still a Default or Event of Default.


Section 10.8       
Subordination May Not Be Impaired by the Company or Holders of Senior Debt. 


(a)   
No right of any present or future holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the
Securities and the Obligations related thereto shall be prejudiced or impaired by any act or failure to act by any such holder
or by the Company, the Trustee or any Agent or by the failure of the Company or the Trustee to comply with this Indenture, regardless
of any knowledge thereof which any such holder may have or otherwise be charged with.


(b)  
Without limiting the effect of the preceding paragraph, any holder of Senior Debt may at any time and from time to time
without the consent of or notice to any Holder or to the Trustee, without impairing or releasing any of the rights of any holder
of Senior Debt under this Indenture, upon or without any terms or conditions and in whole or in part:


(i)                
change the manner, place or term of payment, or change or extend the time of payment of, renew, increase or alter any Senior
Debt or any other liability of the Company to such holder, any security therefor, or any liability incurred directly or indirectly
in respect thereof, and the provisions of this Article X shall apply to the Senior Debt as so changed, extended, increased, renewed
or altered;


(ii)              
notwithstanding the provisions of Section 5.1 hereof, sell, exchange, release, surrender, realize upon or otherwise deal
with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing,
any Senior Debt or any other liability of the Company or any other Person to such holder or any other liabilities incurred directly
or indirectly in respect thereof or hereof or any offset thereagainst;



    	43



    	 



    




(iii)            
exercise or refrain from exercising any rights or remedies against the Company or any other Person or otherwise act or refrain
from acting or, for any reason, fail to file, record or otherwise perfect any security interest in or lien on any property of the
Company or any other Person;


(iv)            
settle or compromise or release any Senior Debt or any other liability of the Company or any other Person to such holder,
or any security therefor, or any liability incurred directly or indirectly in respect thereof;


(v)              
retain or obtain, or refrain from retaining or obtaining, a security interest in any property to secure any of the Senior
Debt; and


(vi)            
retain or obtain, or refrain from retaining or obtaining any primary or secondary obligation with respect to any Senior
Debt.


(c)   
All rights and interests under this Indenture of any holder of Senior Debt and all agreements and obligations of the Trustee,
the Holders, and the Company under Article VI and under this Article X shall remain in full force and effect irrespective of (i) any
lack of validity or enforceability of any agreement or instrument relating to any Senior Debt or (ii) any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Trustee, any Holder, or the Company.


(d)  
Any holder of Senior Debt is hereby authorized to demand specific performance of the provisions of this Article X, whether
or not the Company shall have complied with any of the provisions of this Article X applicable to it, at any time when the Trustee
or any Holder shall have failed to comply with any of these provisions. The Trustee and the Holders irrevocably waive any defense
based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.


Section 10.9       
Distribution or Notice to Representative. 


(a)   
Whenever a distribution is to be made or a notice given to any holder of Senior Debt, the distribution may be made and the
notice given to the duly appointed representative of such holder.


(b)  
Upon any payment or distribution of assets of the Company referred to in this Article X, the Trustee and the Holders shall
be entitled to rely upon, with respect to any holder of Senior Debt, any certificate of any representative of such holder believed
by the Trustee or the Holder in good faith to be genuine or for the purpose of ascertaining the Persons entitled to participate
in such distribution and the holders of the Senior Debt and other Indebtedness of the Company.



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Section 10.10   
 Rights of Trustee and Paying Agent. 


(a)   
Notwithstanding the provisions of this Article X or any other provision of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts which would prohibit the making of any payment or distribution by the Trustee, or
the taking of any action by the Trustee, and the Trustee or Paying Agent may continue to make payments on the Securities unless
it shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice
of facts that would cause the payment of any Obligations with respect to the Securities to violate this Article, which notice,
unless specified by a holder of Senior Debt as such, shall not be deemed to be a Payment Notice. The Trustee may conclusively rely
on such notice believed by it in good faith to be genuine. Only the Company or a holder of Senior Debt may give the notice. As
between the Company and the Trustee, nothing in this Article X shall apply to amounts due to, or impair the claims of, or payments
to, the Trustee under or pursuant to Section 7.7 hereof.


(b)  
The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights.


(c)   
The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of the Company and shall not be
liable to any such holder for any action it takes or omits to take within the rights or powers conferred upon it by this Indenture.


Section 10.11   
Authorization to Effect Subordination. 


Each Holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate, as between the holders of Senior Debt and the Holders, the subordination as provided in this Article
X, and appoints the Trustee his attorney-in-fact for any and all such purposes.


Section 10.12   
Article Applicable to Paying Agent. 


In case at any time
any Paying Agent (other than the Trustee or the Company) shall have been appointed by the Company and be then acting hereunder,
the term “Trustee” as used in this Article X shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article X in addition to or in place of the Trustee.


Section 10.13   
Miscellaneous. 


(a)   
The agreements contained in this Article X shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made.



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(b)  
The Trustee shall notify all holders of Senior Debt (of whose identity the Trustee has received reasonable advance written
notice) of the existence of any Default or Event of Default under Section 6.1 promptly after a Responsible Officer of the Trustee
actually becomes aware thereof; provided, however, that at least five Business Days prior to the notification of any holder of
Senior Debt under this Section 10.13, the Trustee shall provide the Company with notice of its intent to provide such notification,
provided further, however, that no defect in the form or delivery of the Trustee’s notice to the Company shall preclude the
timely notice by the Trustee to the holders of Senior Debt.


(c)   
This Article shall be effective and may not be terminated or otherwise revoked by any Holder until all Senior Debt has been
fully paid and discharged.


ARTICLE XI

MISCELLANEOUS


Section 11.1       
Trust Indenture Act Controls. 


If any provision
of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control.


Section 11.2       
Notices. 


(a)   
Any notice, instruction, direction, request or other communication by the Company, the Trustee or any other holder of Senior
Debt to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the other’s address:


If to the Company:


Twin Cities Power Holdings,
LLC


16233 Kenyon Ave., Suite
210


Lakeville, Minnesota 55044


Attention: Legal Department


Telecopier: (952)
898-3571


With a copy to:


Leonard, Street and Deinard
Professional Association


150 South 5th Street


Minneapolis, MN 55402


Attention: Mark S. Weitz


Telecopier: (612)
335-1657



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If to the Trustee:


BOKF, NA dba Bank of Oklahoma


One Williams Center


Tulsa, OK 74172


Attention: Cyndi Wilkinson,
CCTS, Vice President & Trust Officer


Telecopier: (918)
588-6083


 


If to a holder of
Senior Debt, such address as such holder of Senior Debt shall have provided in writing to the Company and the Trustee.


(b)  
The Company, the Trustee or a holder of Senior Debt by notice to the Company and the Trustee may designate additional or
different addresses for subsequent notices or communications.


(c)   
All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery.


(d)  
Any notice or communication to a Holder shall be mailed by first-class mail to his address shown on the register kept by
the Registrar. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with
respect to other Holders.


(e)   
If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether
or not the addressee receives it.


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


Section 11.3       
Communication by Holders with Other Holders. 


Holders may communicate
pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Trustee
shall be subject to § 312(b). The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §
312(c).


Section 11.4       
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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements
set forth in Section 11.5) stating that, in the opinion of the signers, all conditions precedent and covenants, 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 in form and substance reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 11.5) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied
with.


Section 11.5       
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 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 whether such covenant or condition has been complied with; and


(d)  
a statement whether, in the opinion of such Person, such condition or covenant has been complied with.


Section 11.6       
Rules by Trustee and Agents. 


The Trustee may
make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.


Section 11.7       
Legal Holidays. 


A “Legal Holiday”
is a Saturday, a Sunday or a day on which banking institutions in the State of Minnesota or at a place of payment are authorized
or obligated by law, regulation or executive order to remain closed. 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 11.8       
No Recourse Against Others. 


Except for liability
arising from any violation of the Federal securities laws or the rules and regulations promulgated by the U.S. Securities and Exchange
Commission, no Governor, officer, employee, agent, manager or member of the Company as such, shall have any liability for any Obligations
of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such Obligations
or their creation. Each Holder by accepting a Security waives and releases all such liability.



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Section 11.9       
Duplicate Originals. 


The parties may
sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture.


Section 11.10   
Governing Law. 


THE INTERNAL
LAW OF THE STATE OF MINNESOTA SHALL GOVERN THIS INDENTURE AND THE SECURITIES, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF. 


Section 11.11   
No Adverse Interpretation of Other Agreements. 


This Indenture may
not be used to interpret another indenture, loan or debt agreement of the Company. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.


Section 11.12   
Successors. 


All agreements of
the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.


Section 11.13   
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 11.14   
Counterpart Originals. 


This Indenture may
be executed by facsimile and in one or more counterparts, each of which shall be deemed to be an original, but all of which together
constitute one and the same agreement.


Section 11.15   
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 thereof.


Section 11.16   
USA Patriot Act 


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



    	49



    	 



    




Section 11.17   
Force Majeure 


In no event shall
the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising
out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software or hardware) services.


[remainder of page blank]


 


 


 


 


 


 


 


 






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SIGNATURES:


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


TWIN CITIES POWER HOLDINGS, LLC


 


By: /s/ Timothy S. Krieger


Name:  Timothy S. Krieger


Title: CEO


 


 


BOKF, NA DBA BANK OF OKLAHOMA


as Trustee


 


By: /s/ Cynthia Wilkinson


Name:  Cynthia Wilkinson


Title: Senior Vice President & Trust Officer


 


 


 


 


 


 


 


 


 


 






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EXHIBIT A


 


THIS RENEWABLE UNSECURED SUBORDINATED NOTE (THE “NOTE”)
OF TWIN CITIES POWER HOLDINGS, LLC (THE “COMPANY”) IS SUBJECT TO THE TERMS OF THE INDENTURE, WHICH AMONG OTHER PROVISIONS,
CONTAINS REQUIREMENTS FOR THE HOLDER TO TRANSFER THIS NOTE, INCLUDING THE PRIOR CONSENT OF THE COMPANY TO ANY SUCH TRANSFER. THE
INDENTURE HAS BEEN FILED AS EXHIBIT 4.1 TO THE COMPANY’S REGISTRATION STATEMENT ON FORM S-1 DECLARED EFFECTIVE BY THE SECURITIES
AND EXCHANGE COMMISSION ON OR ABOUT MAY 10, 2012, PURSUANT TO WHICH THIS NOTE HAS BEEN ISSUED BY THE COMPANY.


 


THE COMPANY MAY REDEEM THIS NOTE, IN WHOLE OR IN PART, IN ACCORDANCE
WITH THE TERMS OF THE INDENTURE.


 


TWIN CITIES POWER HOLDINGS, LLC


 


Organized Under the Laws of Minnesota


 


RENEWABLE UNSECURED SUBORDINATED NOTE


 


	Registered No.: ________________________	 	Registered Principal Amount: $_____________
	 	 	 
	Issue Date: ____________________________	 	Interest Rate: ____________________________
	 	 	 
	Term: ________________________________	 	Interest Payment Schedule: _________________
	 	 	 
	Maturity Date: _________________________	 	Payment Date (for interest): ________________




 


Twin Cities Power Holdings, LLC, a limited liability
company created under the laws of the State of Minnesota (the “Company,” which term includes any successor entity under
the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________________________________,
or registered assigns, the principal sum of ____________ Dollars ($________) on the Maturity Date and to pay accrued and unpaid
interest hereon from the Issue Date set forth above, or from the most recent Payment Date to which interest has been paid or duly
provided for, beginning on the first Payment Date after the Issue Date (the “Initial Payment Date”) and on each subsequent
Payment Date thereafter at the Interest Rate set forth above, until the principal hereof is paid or made available for payment;
provided, however, that if the Payment Date is within five (5) Business Days of the Issue Date, then the first payment will be
made in the following month and will include the interest earned since the Issue Date. Interest shall accrue on the principal amount
for the period from the later of the Issue Date of this Note or the last Payment Date upon which an interest payment was made until
and including the day before the following Payment Date. Initially capitalized terms used but not defined herein shall have the
respective meanings given such terms in the Indenture. The principal hereof is subject to optional redemption by the Company and
optional repurchase at the request of the Holder, as provided in the Indenture, and if not so redeemed or repurchased, shall be
due and payable in full on the Maturity Date, which also shall constitute a Payment Date.


 


The principal and interest so payable and punctually
paid or duly provided for on any Payment Date, as provided in the Indenture, will be paid to the Person in whose name this Note
is registered (the “Holder”) at the close of business on the Regular Record Date for such Payment Date. Payment of
the principal of and interest on this Note will be made at the office of the Paying Agent, or in such other office as may be selected
in accordance with the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made
in United States dollars by wire or by check mailed to the address of the Person entitled thereto as such address shall appear
in the Securities Register.


 






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Reference is hereby made to the further provisions
of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.


 


Unless the Certificate of Authentication hereon
has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual or facsimile signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


No recourse shall be had for the payment of
the principal or interest of this Note against any Company organizer, member, officer, governor, employee, Affiliate or Agent by
virtue of any statute or by enforcement of any assessment or otherwise.


 


IN WITNESS WHEREOF, the Company has caused this
Renewable Unsecured Subordinated Note to be signed in its name by the manual or facsimile signature of its President and attested
to by the manual or facsimile signature of its Secretary.


 








	Dated: _____________________	 	TWIN CITIES POWER HOLDINGS, LLC
	 	 	 
	 	 	By____________________________________
	 	 	 
	 	 	Name:_________________________________
	 	 	 
	 	 	Title:__________________________________







 


Attest:


 


_____________________________________


 


_____________________, Secretary


 


 


 


CERTIFICATE OF AUTHENTICATION


 


This Note is one of the Renewable Unsecured
Subordinated Notes, referred to in the within-mentioned Indenture.


 


 








	Dated: _____________________	 	BOKF,
NA dba Bank of Oklahoma, as Trustee
	 	 	 
	 	 	By____________________________________
	 	 	Authorized Signature



 


 


 


 



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REVERSE SIDE OF NOTE


 


This Note is one of a duly authorized issue
of Renewable Unsecured Subordinated Notes of the Company designated as its Renewable Unsecured Subordinated Notes (the “Notes”)
in the maximum aggregate principal amount of up to $50,000,000, issued and to be issued under an Indenture, dated as of May 10,
2012 (the “Indenture”), between the Company and BOKF, NA dba Bank of Oklahoma, as Trustee (the “Trustee,”
which term includes any successor Trustee under the Indenture). Reference is hereby made to the Indenture and all indentures supplemental
thereto for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee
and the Holders, and for a statement of the terms upon which the Notes are, and are to be, authenticated and delivered. Capitalized
and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.


 


The Notes are general unsecured obligations
of the Company. The payment of the principal of and interest on this Note is expressly subordinated, as provided in the Indenture,
to the payment of all Senior Debt and, by the acceptance of this Note, the Holder hereof agrees, expressly for the benefit of the
present and future holders of Senior Debt, to be bound by the provisions of the Indenture relating to such subordination and authorizes
and appoints as such Holder's attorney-in-fact, the Trustee, to take such action on such Holder's behalf as may be necessary or
appropriate to effectuate such subordination. The Company may, at its option, at any time redeem this Note either in whole or from
time to time in part prior to the Maturity Date by providing at least thirty (30) days written notice to the Holder.


 


If this Note shall be redeemed by a call for
redemption and payment be duly provided hereof as specified in the Indenture, interest shall cease to accrue on this Note.


 


This Note may be transferred and exchanged only
as provided in the Indenture. This Note may not be assigned, transferred or otherwise alienated without the prior written consent
of the Company and shall be subject to the Company's right to demand and receive an opinion of Holder's legal counsel (which counsel
shall be reasonably acceptable to the Company) that the transfer does not violate any applicable securities laws. The Company may
also require a signature guarantee.


 


Approximately fifteen (15) but not less than
ten (10) days prior to the Maturity Date, the Company will send the Holder a Notice of Maturity to notify the Holder of the Maturity
Date. Except as otherwise provided in the Indenture, if in the Notice of Maturity the Company does not notify the Holder of its
intention to repay this Note, and unless before or within fifteen (15) days after the Maturity Date, the Holder has demanded repayment
of this Note, this Note shall be automatically renewed for an additional term equal to the term of the maturing Note and shall
be deemed to have been renewed by the Holder and the Company as of the Maturity Date, such that a new Note shall be deemed to have
been issued as of such Maturity Date. This Note will continue to renew as described herein absent some action permitted under the
Indenture and this Note by either the Holder or the Company. Interest on the renewed Note shall accrue from the Issue Date thereof,
which is the first day of such renewed term. This renewed Note will be deemed to have identical terms and provisions as the maturing
Note, including provisions relating to payment, except that the interest rate payable during the term of the renewed Note shall
be the interest rate which is being offered by the Company on other Notes with the same term as of the Issue Date of such renewal.
If other Notes with the same term are not then being offered on the Issue Date of such renewal, the interest rate upon renewal
will be the rate specified by the Company on or before the Maturity Date, or the Note's existing rate if no such rate is specified.
If the Company gives notice to the Holder of the Company's intention to repay the Note at maturity, the Company shall pay the Holder
the principal amount and accrued and unpaid interest thereon on the Maturity Date, and, provided such payment is timely made, no
interest will accrue after the Maturity Date. Otherwise, if the Holder requests repayment within fifteen (15) days after the Maturity
Date, no interest will accrue after the Maturity Date and the Holder will be sent payment upon the later of the Maturity Date or
five (5) days following the date the Company receives such notice from Holder; provided that any interest paid to the Holder accruing
after the Maturity Date shall be deducted from such payment.


 






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If an Event of Default shall occur and be continuing,
the outstanding principal of this Note may be declared due and payable in the manner and with the effect provided in the Indenture.
The Company shall pay all costs of collection, whether or not judicial proceedings are instituted, in the manner provided in the
Indenture. The Indenture provides that such declaration and its consequences may, in certain events, be waived by the Holders of
a majority in principal amount of the Notes outstanding.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified
percentages of aggregate principal amount of the Notes at the time outstanding, on behalf of the Holders of all of the Notes, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.


 


No reference herein to the Indenture and no
provision of this Note or of the Indenture or amendment or modification hereof or thereof shall alter or impair the obligation
of the Company to pay the principal of and interest on this Note at the times, place and rate and in the coin or currency herein
prescribed.


 


In the event of a consolidation or merger of
the Company into, or of the transfer of its assets substantially as an entirety to, a successor entity in accordance with the Indenture,
such successor entity shall assume payment of the Notes and the performance of every covenant of the Indenture on the part of the
Company, and in the event of any such transfer, the Company (or the successor entity in the event of a subsequent consolidation,
merger or transfer) shall be discharged from all obligations and covenants in respect of the Notes and the Indenture and may be
dissolved and liquidated, all as more fully set forth in the Indenture.


 


The Notes are originally issuable in such denominations
as may be designated from time to time by the Company, but in no event in an original denomination less than $1,000. Subject to
the provisions of the Indenture (including without limitation Section 2.6 thereof), the transfer of this Note is registerable in
the Securities Register, upon surrender of this Note for registration of transfer at the office or agency of the Registrar duly
endorsed by or accompanied by a written instrument of transfer in the form printed on this Note or in another form satisfactory
to the Company and the Registrar duly executed by the Holder hereof or such Holder's attorney, duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees. The Registrar may assess service charges for any such registration or transfer or exchange,
and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.


 


Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note
is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.


 


This Note shall be governed by and construed
in accordance with the laws of the State of Minnesota, without giving effect to the conflict of law provisions thereof.


 






    	55



    	 



    

 


 


(To be executed by the registered holder if
such holder desires to transfer this Note)


 


FOR VALUE RECEIVED the undersigned hereby sells,
assigns and transfers unto


 


________________________________________________________


 


________________________________________________________


 


________________________________________________________



(Please print name and address of transferee)


 


this Note, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint __________________, as Attorney-in-Fact, to transfer the within Note on the
books kept for registration thereof, with full power of substitution.


 


 


Dated: ___________________


 


 


 


 


Signature: _________________________________________


(Signature must conform in all


respects to name of holder as


specified on the face of the Note)


 


 


Social Security


or Other Identifying


Number of Transferee: ______________________________


 


Signature Guaranteed: _______________________________


 


 



    	56