EXHIBIT
4.2


 


SENSUS
HEALTHCARE, INC.


 


INDENTURE


 


Dated
as of ___________________,


 


____________,
as Trustee


 




    	 



     


    

 





Table
of Contents


 





	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS AND INCORPORATION
    BY REFERENCE	1
	Section 1.1	Definitions	1
	Section 1.2	Other Definitions	4
	Section 1.3	Incorporation by Reference of Trust Indenture
    Act	4
	Section 1.4	Rules of Construction	4
	ARTICLE II THE SECURITIES	5
	Section 2.1	Issuable in Series	5
	Section 2.2	Establishment of Terms of Series of Securities	5
	Section 2.3	Execution and Authentication	7
	Section 2.4	Registrar and Paying Agent	7
	Section 2.5	Paying Agent to Hold Money in Trust	8
	Section 2.6	Securityholder Lists	8
	Section 2.7	Transfer and Exchange	8
	Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities	8
	Section 2.9	Outstanding Securities	9
	Section 2.10	Treasury Securities	9
	Section 2.11	Temporary Securities	9
	Section 2.12	Cancellation	10
	Section 2.13	Defaulted Interest	10
	Section 2.14	Global Securities	10
	Section 2.15	CUSIP Numbers	11
	ARTICLE III REDEMPTION	11
	Section 3.1	Notice to Trustee	11
	Section 3.2	Selection of Securities to be Redeemed	11
	Section 3.3	Notice of Redemption	11
	Section 3.4	Effect of Notice of Redemption	12
	Section 3.5	Deposit of Redemption Price	12
	Section 3.6	Securities Redeemed in Part	12
	ARTICLE IV COVENANTS	12
	Section 4.1	Payment of Principal and Interest	12
	Section 4.2	SEC Reports	12
	Section 4.3	Compliance Certificate	13
	Section 4.4	Stay, Extension and Usury Laws	13
	ARTICLE V SUCCESSOR ENTITY	13
	Section 5.1	Company May Consolidate, Etc	13
	Section 5.2	Successor Entity Substituted	14
	Section 5.3	Evidence of Consolidation, Etc. to Trustee	14
	ARTICLE VI DEFAULTS AND REMEDIES	14
	Section 6.1	Events of Default	14
	Section 6.2	Acceleration of Maturity; Rescission and Annulment	15



 






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Table
of Contents


(continued)



 


	 	 	Page
	 	 	 
	Section 6.3	Collection of Indebtedness and Suits for Enforcement
    by Trustee	16
	Section 6.4	Trustee May File Proofs of Claim	16
	Section 6.5	Trustee May Enforce Claims Without Possession
    of Securities	17
	Section 6.6	Application of Money Collected	17
	Section 6.7	Limitation on Suits	17
	Section 6.8	Unconditional Right of Holders to Receive Principal
    and Interest	18
	Section 6.9	Restoration of Rights and Remedies	18
	Section 6.10	Rights and Remedies Cumulative	18
	Section 6.11	Delay or Omission Not Waiver	18
	Section 6.12	Control by Holders	18
	Section 6.13	Waiver of Past Defaults	19
	Section 6.14	Undertaking for Costs	19
	ARTICLE VII TRUSTEE	19
	Section 7.1	Duties of Trustee	19
	Section 7.2	Rights of Trustee	20
	Section 7.3	Individual Rights of Trustee	21
	Section 7.4	Trustee’s Disclaimer	21
	Section 7.5	Notice of Defaults	21
	Section 7.6	Reports by Trustee to Holders	21
	Section 7.7	Compensation and Indemnity	21
	Section 7.8	Replacement of Trustee	22
	Section 7.9	Successor Trustee by Merger, Etc	22
	Section 7.10	Eligibility; Disqualification	22
	Section 7.11	Preferential Collection of Claims Against Company	23
	ARTICLE VIII SATISFACTION AND DISCHARGE;
    DEFEASANCE	23
	Section 8.1	Satisfaction and Discharge of Indenture	23
	Section 8.2	Application of Trust Funds; Indemnification	23
	Section 8.3	Legal Defeasance of Securities of Any Series	24
	Section 8.4	Covenant Defeasance	25
	Section 8.5	Repayment to Company	26
	ARTICLE IX AMENDMENTS AND WAIVERS	26
	Section 9.1	Without Consent of Holders	26
	Section 9.2	With Consent of Holders	26
	Section 9.3	Limitations	27
	Section 9.4	Compliance with Trust Indenture Act	27
	Section 9.5	Revocation and Effect of Consents	27
	Section 9.6	Notation on or Exchange of Securities	28
	Section 9.7	Trustee Protected	28
	ARTICLE X MISCELLANEOUS	28
	Section 10.1	Trust Indenture Act	28
	Section 10.2	Notices	28



 






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Table
of Contents


(continued)


 



	 	 	Page
	 	 	 
	Section 10.3	Communication by Holders with Other Holders	29
	Section 10.4	Certificate and Opinion as to Conditions Precedent	29
	Section 10.5	Statements Required in Certificate or Opinion	29
	Section 10.6	Rules by Trustee and Agents	29
	Section 10.7	Legal Holidays	29
	Section 10.8	No Recourse Against Others	29
	Section 10.9	Counterparts	30
	Section 10.10	Governing Laws	30
	Section 10.11	No Adverse Interpretation of Other Agreements	30
	Section 10.12	Successors	30
	Section 10.13	Severability	30
	Section 10.14	Table of Contents, Headings, Etc	30
	Section 10.15	Securities in a Foreign Currency	30
	Section 10.16	Judgment Currency	31
	ARTICLE XI SINKING FUNDS	31
	Section 11.1	Applicability of Article	31
	Section 11.2	Satisfaction of Sinking Fund Payments with Securities	31
	Section 11.3	Redemption of Securities for Sinking Fund	32






 




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INDENTURE


 


Indenture dated as of ______________, ______________
between Sensus Healthcare, Inc., a Delaware corporation (“Company”), and ______________, as trustee (“Trustee”).


 


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


 


ARTICLE
I



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1          Definitions


 


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


 


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


 


“Agent” means any Registrar,
Paying Agent or Service Agent.


 


“Authorized Newspaper”
means a newspaper in an official language of the country of publication customarily published at least once a day for at least
five days in each calendar week and of general circulation in the place in connection with which the term is used. If it shall
be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper,
any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication
of such notice.


 


“Bearer” means anyone
in possession from time to time of a Bearer Security.


 


“Bearer Security” means
any Security, including any interest coupon appertaining thereto, that does not provide for the identification of the Holder thereof.


 


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


 


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


 


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


 


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


 


“Company Order” means
a written order signed in the name of the Company by two Officers.


 






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“Company Request” means
a written request signed in the name of the Company by its Chairman of the Board, its Chief Executive Officer, its President or
any Vice President, and by its Chief Financial Officer or its Treasurer, any Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.


 


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


 


“Debt” of any person
as of any date means, without duplication, all indebtedness of such person in respect of borrowed money, including all interest,
fees and expenses owed in respect thereto (whether or not the recourse of the lender is to the whole of the assets of such person
or only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments.


 


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


 


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


 


“Discount Security” means
any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.2.


 


“Dollars” means the currency
of the United States of America.


 


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


 


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


 


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


 


“Global Security” or
“Global Securities” means a Security or Securities, as the case may be, in the form established pursuant to
Section 2.2 evidencing all or part of a Series of Securities, issued to the Depository for such Series or its nominee, and
registered in the name of such Depository or nominee.


 


“Holder” or “Securityholder”
means a person in whose name a Security is registered or the holder of a Bearer Security.


 


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


 


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


 


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


 






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


 


“Officers’ Certificate”
means a certificate signed by two Officers.


 


“Opinion of Counsel”
means a written opinion of legal counsel, which counsel may be an employee of or counsel to the Company.


 


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


 


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


 


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


 


“SEC” means the Securities
and Exchange Commission.


 


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


 


“Series” or “Series
of Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections
2.1 and 2.2 hereof.


 


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


 


“Subsidiary” of any specified
person means any corporation of which an amount of outstanding stock representing by the terms thereof at least a majority of the
ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any
other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned by such person, or by one or more other Subsidiaries, or by such person and one or
more other Subsidiaries.


 


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


 


“Trustee” means the person
named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each person who is then
a Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with respect to the Securities
of any Series shall mean the Trustee with respect to Securities of that Series.


 


“U.S. Government Obligations”
means securities which are (i) direct obligations of the United States of America for the payment of which its full faith
and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, and which in the case of (i) and (ii) are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian
in respect of the U.S. Government Obligation evidenced by such depository receipt.


 






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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
	“Journal”	 	10.15
	“Judgment Currency”	 	10.16
	“Legal Holiday”	 	10.7
	“mandatory sinking fund payment”	 	11.1
	“Market Exchange Rate”	 	10.15
	“New York Banking Day”	 	10.16
	“optional sinking fund payment”	 	11.1
	“Paying Agent”	 	2.4
	“Registrar”	 	2.4
	“Required Currency”	 	10.16
	“Service Agent”	 	2.4
	“successor person”	 	5.1
	 	 	 


Section 1.3            Incorporation
by Reference of Trust Indenture Act.


 


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


 


“Commission” means the
SEC.


 


“indenture securities”
means the Securities.


 


“indenture security holder”
means a Securityholder.


 


“indenture to be qualified”
means this Indenture.


 


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


 


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


 


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


 


Section 1.4            Rules
of Construction.


 


Unless the context otherwise requires:


 


1.4.1       a
term has the meaning assigned to it;


 


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


 


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


 






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1.4.4       “or”
is not exclusive;


 


1.4.5       words
in the singular include the plural, and in the plural include the singular; and


 


1.4.6       provisions
apply to successive events and transactions’


 


ARTICLE
II



THE SECURITIES


 


Section 2.1            Issuable
in Series.


 


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


 


Section 2.2            Establishment
of Terms of Series of Securities.


 


At or prior to the issuance of any Securities
within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2.1, and, either as
to such Securities within the Series or as to the Series generally, in the case of Subsections 2.2.2 through 2.2.21) by a Board
Resolution, a supplemental indenture or an Officers’ Certificate pursuant to authority granted under a Board Resolution:


 


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


 


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


 


2.2.3       any
limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);


 


2.2.4       the
date or dates on which the principal of the Securities of the Series is payable;


 


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


 


2.2.6       the
place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, or the method of
such payment, if by wire transfer, mail or other means;


 


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


 






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


 


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


 


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


 


2.2.11       the
forms of the Securities of the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities
will be issuable as Global Securities);


 


2.2.12       if
other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.2;


 


2.2.13       the
currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency;


 


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


 


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


 


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


 


2.2.17       the
provisions, if any, relating to any security provided for the Securities of the Series;


 


2.2.18       any
addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.2;


 


2.2.19       the
ranking of the Securities of the Series, including the relative degree, if any, to which the Securities of such Series shall be
subordinated to one or more other Series of Securities or other obligations of the Company in right of payment, whether outstanding
or not;


 


2.2.20       any
addition to or change in the covenants set forth in Article IV or V which applies to Securities of the Series;


 


2.2.21       any
other terms of the Securities of the Series (which terms shall not be inconsistent with the provisions of this Indenture, except
as permitted by Section 9.1, but which may modify or delete any provision of this Indenture insofar as it applies to such
Series); and


 


2.2.22       any
depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of
such Series if other than those appointed herein.


 


2.2.23       All
Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms
of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture or Officers’ Certificate
referred to above, and the authorized principal amount of any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate.


 






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Section 2.3            Execution
and Authentication.


 


Two Officers shall sign the Securities for
the Company by manual or facsimile signature.


 


If an Officer whose signature is on a Security
no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.


 


A Security shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.


 


The Trustee shall at any time, and from
time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental
indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents,
which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless
otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate.


 


The aggregate principal amount of Securities
of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the
Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as
provided in Section 2.8.


 


Prior to the issuance of Securities of any
Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the
Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that
Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series,
(b) an Officers’ Certificate complying with Section 10.4 and (c) an Opinion of Counsel complying with Section 10.4.


 


The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating
agent has the same rights as an Agent to deal with the Company or an Affiliate.


 


Section 2.4            Registrar
and Paying Agent.


 


The Company shall maintain, with respect
to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office
or agency where Securities of such Series may be presented or surrendered for payment (“ Paying Agent “), where
Securities of such Series may be surrendered for registration of transfer or exchange (“ Registrar “) and where
notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“
Service Agent “). The Registrar shall keep a register with respect to each Series of Securities and to their transfer
and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or
address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required
Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


The Company may also from time to time designate
one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations;
provided , however , that no such designation or rescission shall in any manner relieve the Company of its obligations
to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities
of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term
“Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and
the term “Service Agent” includes any additional service agent.


 






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


 


Section 2.5            Paying
Agent to Hold Money in Trust.


 


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


 


Section 2.6            Securityholder
Lists.


 


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


 


Section 2.7            Transfer
and Exchange.


 


Where Securities of a Series are presented
to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities
of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are
met. To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request.
No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein),
but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.11,
3.6 or 9.6).


 


Neither the Company nor the Registrar shall
be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening
of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange Securities
of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected,
called or being called for redemption in part.


 





Section 2.8            Mutilated,
Destroyed, Lost and Stolen Securities.


 


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


 


If there shall be delivered to the Company
and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Security and (b) such security or
indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon
its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security,
a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.



 






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In case any such mutilated, destroyed, lost
or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security.


 


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


 


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


 


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


 


Section 2.9            Outstanding
Securities.


 


The Securities outstanding at any time are
all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described
in this Section as not outstanding.


 


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


 


If the Paying Agent (other than the Company,
a Subsidiary or an Affiliate of any thereof) holds on the Maturity of Securities of a Series money sufficient to pay such Securities
payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases
to accrue.


 


A Security shall cease to be outstanding
if the Company or any of its Subsidiaries holds the Security.


 


In determining whether the Holders of the
requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.2.


 


Section 2.10          Treasury
Securities.


 


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


 


Section 2.11          Temporary
Securities.


 


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


 






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Section 2.12         Cancellation.


 


The Company at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to
them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange,
payment, replacement or cancellation and shall destroy such canceled Securities (subject to the record retention requirement of
the Exchange Act) and deliver a certificate of such destruction to the Company, unless the Company otherwise directs. The Company
may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.


 


Section 2.13         Defaulted
Interest.


 


If the Company defaults in a payment of
interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable
on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company
shall fix the record date and payment date. At least 30 days before the record date, the Company shall mail to the Trustee and
to each Securityholder of the Series a notice that states the record date, the payment date and the amount of interest to be paid.
The Company may pay defaulted interest in any other lawful manner.


 


Section 2.14          Global
Securities.


 


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


 


2.14.2     Transfer
and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and in addition
thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the
names of Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be
a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depository within
90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect
that such Global Security shall be so exchangeable, or (iii) an Event of Default with respect to the Securities represented by
such Global Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the Depository shall direct in writing in an aggregate
principal amount equal to the principal amount of the Global Security with like tenor and terms.


 


Except as provided in this Section 2.14.2,
a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee
of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository
or any such nominee to a successor Depository or a nominee of such a successor Depository.


 


2.14.3     Legend.
Any Global Security issued hereunder shall bear a legend in substantially the following form:


 


“This Security is a Global Security
within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the
Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee
only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to
a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository
or any such nominee to a successor Depository or a nominee of such a successor Depository.”


 






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


 


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


 


2.14.6     Consents,
Declaration and Directions. Except as provided in Section 2.14.5, the Company, the Trustee and any Agent shall treat a
person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall
be specified in a written statement of the Depositary with respect to such Global Security, for purposes of obtaining any consents,
declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.


 


Section 2.15          CUSIP
Numbers.


 


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


 


ARTICLE
III



REDEMPTION


 


Section 3.1            Notice
to Trustee.


 


The Company may, with respect to any Series
of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities
or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If
a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or
part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and
the principal amount of Series of Securities to be redeemed. The Company shall give the notice at least 30 days before the redemption
date (or such shorter notice as may be acceptable to the Trustee).


 


Section 3.2            Selection
of Securities to be Redeemed.


 


Unless otherwise indicated for a particular
Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if less than all the Securities of a
Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee
deems fair and appropriate. The Trustee shall make the selection from Securities of the Series outstanding not previously called
for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations
larger than $1,000. Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of
$1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.10, the minimum
principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities of
a Series called for redemption also apply to portions of Securities of that Series called for redemption.


 


Section 3.3            Notice
of Redemption.


 


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


 






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


 


3.3.1       the
redemption date;


 


3.3.2       the
redemption price;


 


3.3.3       the
name and address of the Paying Agent;


 


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


 


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


 


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


 


At the Company’s request, the Trustee
shall give the notice of redemption in the Company’s name and at its expense.


 


Section 3.4            Effect
of Notice of Redemption.


 


Once notice of redemption is mailed or published
as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and
at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall
be paid at the redemption price plus accrued interest to the redemption date.


 


Section 3.5            Deposit
of Redemption Price.


 


On or before the redemption date, the Company
shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities
to be redeemed on that date.


 


Section 3.6            Securities
Redeemed in Part.


 


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


 


ARTICLE
IV



COVENANTS


 


Section 4.1            Payment
of Principal and Interest.


 


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


 


Section 4.2            SEC
Reports.


 


The Company shall deliver to the Trustee
within 45 days after it files them with the SEC copies of the annual reports and of the information, documents, and other reports
(or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company will
be deemed to have delivered such reports to the Trustee if the Company has filed such reports with the SEC via the EDGAR filing
system and such reports are publicly available. The Company also shall comply with the other provisions of TIA Section 314(a).


 






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Section 4.3            Compliance
Certificate.


 


The Company shall deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate as to the signer’s knowledge
of the Company’s compliance with all conditions and covenants under this Indenture (determined without regard to any period
of grace or requirement of notice provided herein) and if the Company shall not be in compliance, specifying such non-compliance
and the nature and status thereof.


 


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


 


Section 4.4            Stay,
Extension and Usury Laws.


 


The Company covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture or the Securities; and the Company (to the extent it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law and covenants that it will not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law has been enacted.


 


ARTICLE
V



SUCCESSOR ENTITY


 


Section 5.1            Company
May Consolidate, Etc.


 


Except as otherwise provided as contemplated
by Section 2.2 for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate,
nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other Person (whether
or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors
shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company
or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated
with the Company or its successor or successors) authorized to acquire and operate the same; provided, however ,
(a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not
the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal
of (premium, if any) and interest on all of the Securities in accordance with the terms of each Series, according to their tenor,
and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each
Series or established with respect to such Series pursuant to Section 2.2 to be kept or performed by the Company shall be
expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect)
executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged,
or by the entity which shall have acquired such property and (b) in the event that the Securities of any Series then outstanding
are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such
supplemental indenture, make provision so that the Holders of Securities of that Series shall thereafter be entitled to receive
upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of
common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled
had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.


 






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Section 5.2            Successor
Entity Substituted.


 


5.2.1       In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor
entity by supplemental indenture, executed and delivered to the Trustee, of the obligations set forth under Section 5.1 on
all of the Securities of all Series outstanding, such successor entity shall succeed to and be substituted for the Company with
the same effect as if it had been named as the Company herein, and thereupon the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities.


 


5.2.2       In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but
not in substance) may be made in the Securities thereafter to be issued as may be appropriate.


 


5.2.3       Nothing
contained in this Article (including, without limitation, Section 5.3) shall require any action by the Company in the case of a
consolidation or merger of any Person into the Company where the Company is the survivor of such transaction, or the acquisition
by the Company, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with
the Company).


 


Section 5.3            Evidence
of Consolidation, Etc. to Trustee.


 


The Trustee may receive an Officers’
Certificate or an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or
other disposition, and any such assumption, comply with the provisions of this Article.


 


ARTICLE
VI



DEFAULTS AND REMEDIES


 


Section 6.1            Events
of Default.


 


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


 


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


 


6.1.2       default
in the payment of the principal of any Security of that Series at its Maturity; or


 


6.1.3       default
in the deposit of any sinking fund payment, when and as due in respect of any Security of that Series; or


 


6.1.4       default
in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty that
has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which default continues
uncured for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities of that Series a written
notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “ Notice of
Default” hereunder; or


 


6.1.5       the
Company pursuant to or within the meaning of any Bankruptcy Law:


 


(a)       commences
a voluntary case,


 






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


 


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


 


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


 


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


 


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


 


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


 


(c)       orders
the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or


 


6.1.7       any
other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate, in accordance with Section 2.2.18.


 


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


 


Section 6.2            Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to Securities
of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(e)
or (f)) then in every such case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities
of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of
the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of
the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any,
shall become immediately due and payable. If an Event of Default specified in Section 6.1(e) or (f) shall occur, the
principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso
facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.


 


At any time after such a declaration of
acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities
of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:


 


6.2.1       the
Company has paid or deposited with the Trustee a sum sufficient to pay:


 


(a)       all
overdue interest, if any, on all Securities of that Series,


 


(b)       the
principal of any Securities of that Series which have become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in such Securities,


 


(c)       to
the extent that payment of such interest is lawful, interest upon any overdue principal and overdue interest at the rate or rates
prescribed therefor in such Securities, and


 


(d)       all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and


 






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6.2.2       all
Events of Default with respect to Securities of that Series, other than the non-payment of the principal of Securities of that
Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13.


 


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


 


Section 6.3            Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that if:


 


6.3.1       default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for
a period of 30 days, or


 


6.3.2       default
is made in the payment of principal of any Security at the Maturity thereof, or


 


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


 


then the Company will, upon demand of the Trustee, pay to it,
for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest
and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal or any overdue
interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel.


 


If the Company fails to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the
same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the
manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.


 


If an Event of Default with respect to any
Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture
or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section 6.4            Trustee
May File Proofs of Claim.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative
to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal
or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


6.4.1       to
file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders
allowed in such judicial proceeding; and


 


6.4.2       to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7.


 






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


 


Section 6.5            Trustee
May Enforce Claims Without Possession of Securities.


 


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


 


Section 6.6           Application
of Money Collected.


 


Any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution
of such money on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:


 


First: to the payment of all amounts
due the Trustee under Section 7.7; and


 


Second: to the payment of the amounts
then due and unpaid for principal of and interest on the Securities in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities
for principal and interest, respectively; and


 


Third: to the Company.


 


Section 6.7            Limitation
on Suits.


 


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


 


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


 


6.7.2       the
Holders of not less than 25% in principal amount of the outstanding Securities of that Series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


6.7.3       such
Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;


 


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


 






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6.7.5       no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the outstanding Securities of that Series, it being understood and intended that no one or
more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all such Holders.


 


Section 6.8            Unconditional
Right of Holders to Receive Principal and Interest.


 


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


 


Section 6.9            Restoration
of Rights and Remedies.


 


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


 


Section 6.10          Rights
and Remedies Cumulative.


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.11          Delay
or Omission Not Waiver.


 


No delay or omission of the Trustee or of
any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


 


Section 6.12          Control
by Holders.


 


The Holders of a majority in principal amount
of the outstanding Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities
of such Series, provided that:


 


6.12.1       such
direction shall not be in conflict with any rule of law or with this Indenture;


 


6.12.2       the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and


 


6.12.3       subject
to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee
in personal liability.


 






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Section 6.13          Waiver
of Past Defaults.


 


The Holders of not less than a majority
in principal amount of the outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series
waive any past Default hereunder with respect to such Series and its consequences, except a Default in the payment of the principal
of or interest on any Security of such Series (provided, however, that the Holders of a majority in principal amount of the outstanding
Securities of any Series may rescind an acceleration and its consequences, including any related payment default that resulted
from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.


 


Section 6.14          Undertaking
for Costs.


 


All parties to this Indenture agree, and
each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against
any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding
Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest
on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption,
on the redemption date).


 


ARTICLE
VII



TRUSTEE


 


Section 7.1            Duties
of Trustee.


 


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


 


7.1.2       Except
during the continuance of an Event of Default:


 


(a)       The
Trustee need perform only those duties that are specifically set forth in this Indenture and no others.


 


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


 


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


 


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


 


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


 






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


 


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


 


7.1.5       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.


 


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


 


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


 


7.1.8       The
Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard of care
as are set forth in paragraphs (a), (b) and (c) of this Section with respect to the Trustee.


 


Section 7.2            Rights
of Trustee.


 


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


 


7.2.2       Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. 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.


 


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


 


7.2.4       The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers.


 


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


 


7.2.6       The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.


 






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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 with the same rights
it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10
and 7.11.


 


Section 7.4           Trustee’s
Disclaimer.


 


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


 


Section 7.5            Notice
of Defaults.


 


If a Default or Event of Default occurs
and is continuing with respect to the Securities of any Series and if it is known to a Responsible Officer of the Trustee, the
Trustee shall mail to each Securityholder of the Securities of that Series and, if any Bearer Securities are outstanding, publish
on one occasion in an Authorized Newspaper, notice of a Default or Event of Default within 90 days after it occurs or, if later,
after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or
Event of Default in payment of principal of or interest on any Security of any Series, the Trustee may withhold the notice if and
so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines that withholding the
notice is in the interests of Securityholders of that Series.


 


Section 7.6            Reports
by Trustee to Holders.


 


Within 60 days after May 15 in each
year, the Trustee shall transmit by mail to all Security holders, as their names and addresses appear on the register kept by the
Registrar and, if any Bearer Securities are outstanding, publish in an Authorized Newspaper, a brief report dated as of such May 15,
in accordance with, and to the extent required under, TIA Section 313.


 


A copy of each report at the time of its
mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange on which the Securities of that Series
are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange.


 


Section 7.7            Compensation
and Indemnity.


 


The Company shall pay to the Trustee from
time to time reasonable compensation for its services in amounts agreed to by the Company and the Trustee. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation
and expenses of the Trustee’s agents and counsel.


 


The Company shall indemnify the Trustee
(including the cost of defending itself) against any loss, liability or expense incurred by it except as set forth in the next
paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification
shall apply to officers, directors, employees, shareholders and agents of the Trustee.


 


The Company need not reimburse any expense
or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent
of the Trustee through negligence or bad faith.


 


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


 






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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.


 


Section 7.8            Replacement
of Trustee.


 


A resignation or removal of the Trustee
and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment
as provided in this Section.


 


The Trustee may resign with respect to the
Securities of one or more Series by so notifying the Company. The Holders of a majority in principal amount of the Securities of
any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove
the Trustee with respect to Securities of one or more Series if:


 


7.8.1       the
Trustee fails to comply with Section 7.10;


 


7.8.2       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;


 


7.8.3       a
Custodian or public officer takes charge of the Trustee or its property; or


 


7.8.4       the
Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed or
if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. If a successor
Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the Securities of
the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee with respect to the Securities
of any one or more Series fails to comply with Section 7.10, any Securityholder of the applicable Series may petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer
all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7, the resignation
or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties
of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee
shall mail a notice of its succession to each Securityholder of each such Series and, if any Bearer Securities are outstanding,
publish such notice on one occasion in an Authorized Newspaper. Notwithstanding replacement of the Trustee pursuant to this Section 7.8,
the Company’s obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee with respect
to expenses and liabilities incurred by it prior to such replacement.


 


Section 7.9           Successor
Trustee by Merger, Etc.


 


If the Trustee consolidates with, merges
or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee.


 


Section 7.10          Eligibility;
Disqualification.


 


This Indenture shall always have a Trustee
who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always have a combined capital
and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply
with TIA Section 310(b).


 






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Section 7.11          Preferential
Collection of Claims Against Company.


 


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


 


ARTICLE
VIII



SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.1            Satisfaction
and Discharge of Indenture.


 


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


 


8.1.1       either:


 


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


 


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


 


		(i)	have become due and payable, or



 


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



 


		(iii)	are to be called for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or



 


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



 


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


 


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


 


8.1.3       the
Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.1 8.2 and 8.5 shall survive.


 


Section 8.2            Application
of Trust Funds; Indemnification.


 


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


 






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8.2.2       The
Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government
Obligations or Foreign Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest and principal received
in respect of such obligations other than any payable by or on behalf of Holders.


 


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


 


Section 8.3            Legal
Defeasance of Securities of Any Series.


 


Unless this Section 8.3 is otherwise
specified pursuant to Section 2.2.20 to be inapplicable to Securities of any Series (and notwithstanding whether the Company
has previously satisfied the conditions set forth in clause (a) through (f) of Section 8.4, the Company shall be
deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of such Series on the 91st day after
the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such
outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at
Company Request, execute proper instruments acknowledging the same), except as to:


 


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


 


8.3.2       the
provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and


 


8.3.3       the
rights, powers, trust and immunities of the Trustee hereunder;


 


provided that, the following conditions shall have been satisfied:


 


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


 


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


 






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


 


8.3.7       the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that the Holders
of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times
as would have been the case if such deposit, defeasance and discharge had not occurred;


 


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


 


8.3.9       such
deposit shall not result in the trust arising from such deposit constituting an investment company (as defined in the Investment
Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and


 


8.3.10     the
Company shall have delivered to the Trustee an Officers’ Certificate stating that all conditions precedent provided for relating
to the defeasance contemplated by this Section have been complied with.


 


Section 8.4            Covenant
Defeasance.


 


Unless this Section 8.4 is otherwise
specified pursuant to Section 2.2.20 to be inapplicable to Securities of any Series, on and after the 91st day after the date
of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with any term, provision or condition
set forth under Sections 4.2, 4.3, 4.4, and 5.1 as well as any additional covenants contained in a supplemental indenture hereto
for a particular Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.2.20
(and the failure to comply with any such covenants shall not constitute a Default or Event of Default under Section 6.1),
with respect to the Securities of such Series, provided that the following conditions shall have been satisfied:


 


8.4.1       with
reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c))
with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders
of such Securities, (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money
or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations or (ii) in the case of
Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government
Obligations, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due
date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified
public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and interest, if any,
on and any mandatory sinking fund in respect of the Securities of such Series on the dates such installments of interest or principal
are due;


 


8.4.2       such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture;


 


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


 


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


 






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


 


8.4.6       the
Company shall have delivered to the Trustee an Officers’ Certificate stating that all conditions precedent herein provided
for relating to the defeasance contemplated by this Section have been complied with.


 


Section 8.5            Repayment
to Company.


 


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


 


ARTICLE
IX



AMENDMENTS AND WAIVERS


 


Section 9.1            Without
Consent of Holders.


 


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


 


9.1.1       to
cure any ambiguity, defect or inconsistency;


 


9.1.2       to
comply with Article V;


 


9.1.3       to
provide for uncertificated Securities in addition to or in place of certificated Securities;


 


9.1.4       to
make any change that does not adversely affect the rights of any Securityholder;


 


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


 


9.1.6       to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee; or


 


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


 


Section 9.2            With
Consent of Holders.


 


The Company and the Trustee may enter into
a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding
Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer
or exchange offer for the Securities of such Series), for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of
the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal
amount of the outstanding Securities of each Series affected by such waiver by notice to the Trustee (including consents obtained
in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with
any provision of this Indenture or the Securities with respect to such Series.


 






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It shall not be necessary for the consent
of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental indenture
or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver
under this section becomes effective, the Company shall mail to the Holders of Securities affected thereby and, if any Bearer Securities
affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental
indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.


 


Section 9.3            Limitations.


 


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


 


9.3.1       change
the amount of Securities whose Holders must consent to an amendment, supplement or waiver;


 


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


 


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


 


9.3.4       reduce
the principal amount of Discount Securities payable upon acceleration of the maturity thereof;


 


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


 


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


 


9.3.7       make
any change in Section 6.8, 6.13, 9.3 (this sentence), 10.15 or 10.16; or


 


9.3.8       waive
a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any Securities.


 


Section 9.4            Compliance
with Trust Indenture Act.


 


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


 


Section 9.5            Revocation
and Effect of Consents.


 


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. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security
if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective.


 


Any amendment or waiver once effective shall
bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses
(a) through (g) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security.


 






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Section 9.6            Notation
on or Exchange of Securities.


 


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


 


Section 9.7            Trustee
Protected.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The
Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely
affects its rights.


 


ARTICLE
X



MISCELLANEOUS


 


Section 10.1          Trust
Indenture Act.


 


The provisions of TIA Sections 310 through
317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by
this Indenture) are a part of and govern this Indenture, whether or not expressly set forth herein. If any provision of this Indenture
limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA,
such required or deemed provision shall control. If any provision of this Indenture modifies or excludes any provision of the TIA
that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded,
as the case may be.


 


Section 10.2          Notices.


 


Any notice or communication by the Company
or the Trustee to the other is duly given if in writing and delivered in person or mailed by first-class mail:


 


if to the Company:


 


Sensus Healthcare, Inc.


851 Broken Sound Parkway, NW
#215


Boca Raton, Florida 33487


Attention: Arthur Levine


 


if to the Trustee:


_____________





_____________





_____________


 


The Company or the Trustee by notice to
the other may designate additional or different addresses for subsequent notices or communications.


 


Any notice or communication to a Securityholder
shall be mailed by first-class mail to his address shown on the register kept by the Registrar and, if any Bearer Securities are
outstanding, published in an Authorized Newspaper. Failure to mail a notice or communication to a Securityholder of any Series
or any defect in it shall not affect its sufficiency with respect to other Securityholders of that or any other Series.


 


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


 






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


 


Section 10.3          Communication
by Holders with Other Holders.


 


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


 


Section 10.4          Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or application by the Company
to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee or an Officers’ Certificate
stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with.


 


Section 10.5          Statements
Required in Certificate or Opinion.


 


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


 


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


 


10.5.2     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;


 


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


 


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


 


Section 10.6          Rules
by Trustee and Agents.


 


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


 


Section 10.7          Legal
Holidays.


 


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


 


Section 10.8          No
Recourse Against Others.


 


A director, officer, employee or stockholder,
as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.


 






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Section 10.9          Counterparts.


 


This Indenture may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


 


Section 10.10        Governing
Laws.


 


THIS INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.


 


Section 10.11        No
Adverse Interpretation of Other Agreements.


 


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


 


Section 10.12        Successors.


 


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


 


Section 10.13        Severability.


 


In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.


 


Section 10.14        Table
of Contents, Headings, Etc.


 


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


 


Section 10.15        Securities
in a Foreign Currency.


 


Unless otherwise specified in a Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.2 of this Indenture with
respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of
a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action
at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency
other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose
of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such
time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New
York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate
is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations or rates
of exchange from one or more major banks in the City of New York or in the country of issue of the currency in question or such
other quotations or rates of exchange as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions
of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in
currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture.


 


All decisions and determinations of the
Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in
its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes
and irrevocably binding upon the Company and all Holders.


 






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Section 10.16        Judgment
Currency.


 


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


 


ARTICLE
XI



SINKING FUNDS


 


Section 11.1          Applicability
of Article.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or required by any
form of Security of such Series issued pursuant to this Indenture.


 


The minimum amount of any sinking fund payment
provided for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking fund payment”
and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking
fund payment.” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities
of any Series as provided for by the terms of the Securities of such Series.


 


Section 11.2          Satisfaction
of Sinking Fund Payments with Securities.


 


The Company may, in satisfaction of all
or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities,
(i) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such
Securities previously called for mandatory sinking fund redemption) and (ii) apply as credit Securities of such Series to
which such sinking fund payment is applicable and which have been redeemed either at the election of the Company pursuant to the
terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional
sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have
not been previously so credited. Such Securities shall be received by the Trustee, together with an Officers’ Certificate
with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities
for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result
of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities
of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash
payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however,
that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of
that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the
Company.


 






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Section 11.3          Redemption
of Securities for Sinking Fund.


 


Not less than 40 days (unless otherwise
indicated in the Board Resolution, supplemental indenture hereto or Officers’ Certificate in respect of a particular Series
of Securities) prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to
the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.2, and the optional
amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated
to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’
Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided
in Section 3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 3.4, 3.5 and 3.6.


 




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


 


	SENSUS HEALTHCARE, INC.
	 	 
	By:	 	 
	 	
        Name:

        Title:

	 	 
	[TRUSTEE]
	 	 
	By:	 	 
	 	
        Name:

        Title:





 



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