Exhibit 4.5


 


ELEPHANT TALK COMMUNICATIONS CORP., as


ISSUER


 


and


[                       ],
as


INDENTURE TRUSTEE


 


INDENTURE 


Dated as of [                      ]


 




    	 	 	 



     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 	 
	Section 1.01	 	Definitions	1
	Section 1.02	 	Other Definitions	4
	Section 1.03	 	Incorporation by Reference of Trust Indenture Act	4
	Section 1.04	 	Rules of Construction	5
	 	 
	ARTICLE II THE SECURITIES	5
	 	 	 
	Section 2.01	 	Issuable in Series	5
	Section 2.02	 	Establishment of Terms of Series of Securities	5
	Section 2.03	 	Execution and Authentication	7
	Section 2.04	 	Registrar and Paying Agent	8
	Section 2.05	 	Paying Agent to Hold Money in Trust	8
	Section 2.06	 	Holder Lists	8
	Section 2.07	 	Transfer and Exchange	8
	Section 2.08	 	Mutilated, Destroyed, Lost and Stolen Securities	9
	Section 2.09	 	Outstanding Securities	9
	Section 2.10	 	Treasury Securities	9
	Section 2.11	 	Temporary Securities	10
	Section 2.12	 	Cancellation	10
	Section 2.13	 	Defaulted Interest	10
	Section 2.14	 	Global Securities	10
	Section 2.15	 	CUSIP Numbers	11
	 	 
	ARTICLE III REDEMPTION	12
	 	 	 
	Section 3.01	 	Notice to Trustee	12
	Section 3.02	 	Selection of Securities to be Redeemed	12
	Section 3.03	 	Notice of Redemption	12
	Section 3.04	 	Effect of Notice of Redemption	13
	Section 3.05	 	Deposit of Redemption Price	13
	Section 3.06	 	Securities Redeemed in Part	13
	 	 
	ARTICLE IV COVENANTS	13
	 	 	 
	Section 4.01	 	Payment of Principal and Interest	13
	Section 4.02	 	SEC Reports	13
	Section 4.03	 	Compliance Certificate	13
	Section 4.04	 	Stay, Extension and Usury Laws	13
	 	 
	ARTICLE V SUCCESSORS	14
	 	 	 
	Section 5.01	 	When Company May Merge, Etc	14
	Section 5.02	 	Successor Corporation Substituted	14


 




    	 	 	 



     


    

 


	ARTICLE VI DEFAULTS AND REMEDIES	14
	 	 	 
	Section 6.01	 	Events of Default	14
	Section 6.02	 	Acceleration of Maturity; Rescission and Annulment	15
	Section 6.03	 	Collection of Indebtedness and Suits for Enforcement by Trustee	16
	Section 6.04	 	Trustee May File Proofs of Claim	16
	Section 6.05	 	Trustee May Enforce Claims Without Possession of Securities	17
	Section 6.06	 	Application of Money Collected	17
	Section 6.07	 	Limitation on Suits	17
	Section 6.08	 	Unconditional Right of Holders to Receive Principal and Interest	18
	Section 6.09	 	Restoration of Rights and Remedies	18
	Section 6.10	 	Rights and Remedies Cumulative	18
	Section 6.11	 	Delay or Omission Not Waiver	18
	Section 6.12	 	Control by Holders	18
	Section 6.13	 	Waiver of Past Defaults	18
	Section 6.14	 	Undertaking for Costs	19
	 	 
	ARTICLE VII TRUSTEE	19
	 	 	 
	Section 7.01	 	Duties of Trustee	19
	Section 7.02	 	Rights of Trustee	20
	Section 7.03	 	Individual Rights of Trustee	21
	Section 7.04	 	Trustee’s Disclaimer	21
	Section 7.05	 	Notice of Defaults	22
	Section 7.06	 	Reports by Trustee to Holders	22
	Section 7.07	 	Compensation and Indemnity	22
	Section 7.08	 	Replacement of Trustee	22
	Section 7.09	 	Successor Trustee by Merger, etc	23
	Section 7.10	 	Eligibility; Disqualification	23
	Section 7.11	 	Preferential Collection of Claims Against Company	23
	 	 
	ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE	23
	 	 	 
	Section 8.01	 	Satisfaction and Discharge of Indenture	23
	Section 8.02	 	Application of Trust Funds; Indemnification	24
	Section 8.03	 	Legal Defeasance of Securities of any Series	26
	Section 8.04	 	Covenant Defeasance	27
	Section 8.05	 	Repayment to Company	27
	Section 8.06	 	Reinstatement	27


 


	ARTICLE IX AMENDMENTS AND WAIVERS	27
	 	 	 
	Section 9.01	 	Without Consent of Holders	27
	Section 9.02	 	With Consent of Holders	28
	Section 9.03	 	Limitations	28
	Section 9.04	 	Compliance with Trust Indenture Act	29
	Section 9.05	 	Revocation and Effect of Consents	29
	Section 9.06	 	Notation on or Exchange of Securities	29
	Section 9.07	 	Trustee Protected	30


 




    	 	 	 



     


    

 


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


 




    	 	 	 



     


    

 


ELEPHANT TALK COMMUNICATIONS CORP.


Reconciliation and tie between Trust
Indenture Act of 1939 and 


Indenture, dated as of             .



 


	Section 310 (a)(1)	 	 	7.10	 
	(a)(2)	 	 	7.10	 
	(a)(3)	 	 	NOT APPLICABLE	 
	(a)(4)	 	 	NOT APPLICABLE	 
	(a)(5)	 	 	7.10	 
	(b)	 	 	7.10	 
	Section 311 (a)	 	 	7.11	 
	(b)	 	 	7.11	 
	(c)	 	 	NOT APPLICABLE	 
	Section 312 (a)	 	 	2.06	 
	(b)	 	 	10.03	 
	(c)	 	 	10.03	 
	Section 313 (a)	 	 	7.06	 
	(b)(1)	 	 	7.06	 
	(b)(2)	 	 	7.06	 
	(c)(1)	 	 	7.06	 
	(d)	 	 	7.06	 
	Section 314 (a)	 	 	4.02, 10.05	 
	(b)	 	 	NOT APPLICABLE	 
	(c)(1)	 	 	10.04	 
	(c)(2)	 	 	10.04	 
	(c)(3)	 	 	NOT APPLICABLE	 
	(d)	 	 	NOT APPLICABLE	 
	(e)	 	 	10.05	 
	(f)	 	 	NOT APPLICABLE	 
	Section 315 (a)	 	 	7.01	 
	(b)	 	 	7.05	 
	(c)	 	 	7.01	 
	(d)	 	 	7.01	 
	(e)	 	 	6.14	 
	Section 316 (a)	 	 	2.10	 
	(a)(1)(a)	 	 	6.12	 
	(a)(1)(b)	 	 	6.13	 
	(b)	 	 	6.08	 
	Section 317 (a)(1)	 	 	6.03	 
	(a)(2)	 	 	6.04	 
	(b)	 	 	2.05	 
	Section 318 (a)	 	 	10.01	 


 




    	 	 	 



     


    

 


INDENTURE,dated as of [       ],
between Elephant Talk Communications Corp., a Delaware corporation (“Company”), and [                   ],
as trustee (“Trustee”).


 


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


 


ARTICLE I 


DEFINITIONS AND INCORPORATION BY REFERENCE



 


Section 1.01 Definitions.


 


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


 


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


 


“Agent” means any Registrar
or Paying Agent.


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures
of DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in effect from time to time.


 


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


 


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


 


“Business Day” means
any day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law, regulation
or executive order to close or be closed in the State of New York.


 


“Capital Interests” means
any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, including, without
limitation, with respect to partnerships, partnership interests (whether general or limited) and any other interest or participation
that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership.


 


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


 




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“Company Order” means
a written order signed in the name of the Company by two Officers, one of whom must be the Company’s principal executive
officer, principal financial officer or principal accounting officer.


 


“Company Request” means
a written request signed in the name of the Company by its Chief Executive Officer or Chief Financial Officer and delivered to
the Trustee.


 


“Corporate Trust Office”
means the address of the Trustee specified in Section 10.02, or such other address as to which the Trustee may give notice
to the Holders and the Company.


 


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


 


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


 


“Discount Security” means
any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.02.


 


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


 


“DTC” means the Depository
Trust Company, a New York corporation.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


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


 


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


 


“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting
profession.


 


“Global Security” or
“Global Securities” means a Security or Securities, as the case may be, in the form established pursuant to
Section 2.02 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee,
and registered in the name of such Depositary or nominee.


 


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


 




    	 	2	 



     


    

 


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


 


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


 


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


 


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


 


“Officers’ Certificate”
means a certificate signed by two Officers, one of whom must be the Company’s principal executive officer, principal financial
officer or principal accounting officer.


 


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


 


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


 


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


 


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


 


“SEC” means the Securities
and Exchange Commission.


 


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


 


“Series” or “Series of
Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.01
and 2.02 hereof.


 


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


 


“Subsidiary” means, with
respect to any person, any corporation, association or other business entity of which more than 50% of the total voting power of
shares of Capital Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof or, in the case of a partnership, more than 50% of the partners’ Capital Interests (considering
all partners’ Capital Interests as a single class), is at the time owned or controlled, directly or indirectly, by such person
or one or more of the other Subsidiaries of such person or combination thereof.


 




    	 	3	 



     


    

 


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


 


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


 


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


 


Section 1.02 Other Definitions.


 


	TERM	 	Defined in Section
	Bankruptcy Law	 	6.01
	Custodian	 	6.01
	Event of Default	 	6.01
	Legal Holiday	 	10.07
	mandatory sinking fund payment	 	11.01
	Market Exchange Rate	 	10.15
	optional sinking fund payment	 	11.01
	Paying Agent	 	2.04
	Registrar	 	2.04
	Successor Person	 	5.01



 


Section 1.03 Incorporation by Reference of Trust Indenture
Act.


 


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


 


“Commission” means the
SEC.


 


“indenture securities”
means the Securities.


 


“indenture security holder”
means a Holder.


 


“indenture to be qualified”
means this Indenture.


 




    	 	4	 



     


    

 


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


 


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


 


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


 


Section 1.04 Rules of Construction.


 


Unless the context otherwise requires:


 


(a) a term has the meaning assigned to it;


 


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


 


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


 


(d) “or” is not exclusive;


 


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


 


(f) provisions apply to successive events
and transactions.


 


ARTICLE II 


THE SECURITIES 


 


Section 2.01 Issuable in Series. The aggregate
principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be
issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined in the
manner provided in a Board Resolution, supplemental indenture or Officers’ Certificate detailing the adoption of the terms
thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time
to time, the Board Resolution, Officers’ Certificate or supplemental indenture detailing the adoption of the terms thereof
pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest rate,
maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in
respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the
Indenture.


 


Section 2.02 Establishment of Terms of Series of
Securities. At or prior to the issuance of any Securities within a Series, the following shall be established (as to the
Series generally, in the case of Subsection 2.02(a) and either as to such Securities within the Series or as to the Series generally
in the case of Subsections 2.02(b) through 2.02(s)) by or pursuant to a Board Resolution, and set forth or determined in the manner
provided in a Board Resolution, supplemental indenture or an Officers’ Certificate:


 


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


 




    	 	5	 



     


    

 


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


 


(c) any limit upon the aggregate principal
amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant
to Sections 2.07, 2.08, 2.11, 3.06 or 9.06);


 


(d) the date or dates on which the principal
of the Securities of the Series is payable;


 


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


 


(f) the place or places where the principal
of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such Series may be
surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities
of such Series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means;


 


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


 


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


 


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


 


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


 


(k) if other than the principal amount thereof,
the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.02;


 


(l) the currency of denomination of the
Securities of the Series, which may be Dollars or any Foreign Currency, and the agency or organization, if any, responsible for
overseeing such composite currency;


 


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


 




    	 	6	 



     


    

 


(n) any addition to or change in the Events
of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders
of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02;


 


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


 


(p) the provisions, if any, relating to
conversion of any Securities of such Series, including, if applicable, the securities into which the Securities are convertible,
the conversion price, the conversion period, provisions as to whether conversion will be mandatory, at the option of the Holders
or at the option of the Company, the events requiring an adjustment of the conversion price and provisions affecting conversion
if such Series of Securities are redeemed;


 


(q) whether the Securities of such Series will
be senior debt securities or subordinated debt securities and, if applicable, a description of the subordination terms thereof;


 


(r) any depositaries, interest rate calculation
agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed
herein; and


 


(s) any other terms of the Securities of
the Series (which may modify or delete any provision of this Indenture insofar as it applies to such Series).


 


All Securities of any one Series need
not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided
by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to above, and, unless
otherwise provided in such Board Resolution, a Series may be reopened, without the consent of the Holders, for increases in
the aggregate principal amount of such Series and issuances of additional Securities of such Series.


 


Section 2.03 Execution and Authentication. At
least one Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is
on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.
A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature
shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and
from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental
indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to electronic instructions in PDF from the Company or its duly authorized agent or agents.
Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture
hereto or an Officers’ Certificate. The aggregate principal amount of Securities of any Series outstanding at any time
may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental
indenture hereto or Officers’ Certificate delivered pursuant to Section 2.02, except as provided in Section 2.02
or 2.08. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.02)
shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate
establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities
of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.04
and (c)(1) an Opinion of Counsel complying with Section 10.04 or (2) an Opinion of Counsel (or reliance letter with
respect to an Opinion of Counsel) that the Securities have been duly authorized, executed and delivered by the Company and such
Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its
terms. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating
agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate
of the Company.


 




    	 	7	 



     


    

 


Section 2.04 Registrar and Paying Agent. The
Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant
to Section 2.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying
Agent”), and where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”).
The Registrar shall keep a register with respect to each Series of Securities and of their transfer and exchange. The Company
hereby appoints the Trustee as Paying Agent and Registrar. The Company will give prompt written notice to the Trustee of the name
and address, and any change in the name or address, of each Registrar or Paying Agent. The Company may also from time to time designate
one or more co-registrars or additional paying agents and may from time to time rescind such designations; provided, however, that
no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar and a Paying
Agent in each place so specified pursuant to Section 2.02 for Securities of any Series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of
any such co-registrar or additional paying agent. The term “Registrar” includes any co-registrar; and the term “Paying
Agent” includes any additional paying agent. The Company hereby appoints the Trustee as the initial Registrar and Paying
Agent for each Series unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time Securities
of that Series are first issued.


 


Section 2.05 Paying Agent to Hold Money in Trust. The
Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for
the benefit of Holders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of
principal of or interest on the Series of Securities, and will notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee,
the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the
Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit
of Holders of any Series of Securities all money held by it as Paying Agent. Upon an Event of Default under Section 6.01(d)
or (e), the Trustee shall be the Paying Agent.


 


Section 2.06 Holder Lists. The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders
of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee at least ten (10) days before each interest payment date and at such other times
as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names
and addresses of Holders of each Series of Securities.


 


Section 2.07 Transfer and Exchange. Where Securities
of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for
an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its
requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate
Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except
as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable
upon exchanges pursuant to Sections 2.11, 3.06 or 9.06). Neither the Company nor the Registrar shall be required (a) to
issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business
fifteen days immediately preceding the delivery of a notice of redemption of Securities of that Series selected for redemption
and ending at the close of business on the day of such delivery, or (b) to register the transfer of or exchange Securities
of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities
selected, called or being called for redemption in part.


 




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Section 2.08 Mutilated, Destroyed, Lost and Stolen Securities.


 


(a) If any mutilated Security is surrendered
to the Trustee, the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor
a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.
If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a
protected purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery,
in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.


 


(b) Upon the issuance of any new Security
under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.
Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that Series duly issued hereunder. The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.


 


Section 2.09 Outstanding Securities. The Securities
outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions
hereof and those described in this Section as not outstanding. If a Security is replaced pursuant to Section 2.08, it
ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a protected
purchaser. If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the
Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date
such Securities of the Series cease to be outstanding and interest on them ceases to accrue. A Security does not cease to
be outstanding because the Company or an Affiliate of the Company holds the Security. In determining whether the Holders of the
requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.02.


 


Section 2.10 Treasury Securities. In determining
whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the Company shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction,
notice, consent or waiver, only Securities of a Series that a Responsible Officer of the Trustee knows are so owned shall
be so disregarded.


 




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Section 2.11 Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company
Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee upon request
shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until
so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities.


 


Section 2.12 Cancellation. The Company at any
time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered
for registration of transfer, exchange, payment, replacement or cancellation in accordance with its customary procedures. The Company
may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.


 


Section 2.13 Defaulted Interest. If the Company
defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest at the rate established for
the particular Series, if any, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons
who are Holders of the Series on a subsequent special record date. The Company shall fix the special record date and payment
date; provided that if no rate for defaulted interest is specified for any Series of Securities, then the defaulted interest rate
shall be the interest rate specified for such Series of Securities. At least ten (10) days before the special record date,
the Company shall deliver to the Trustee and to each Holder of the Series a notice that states the record date, the related
payment date and the amount of interest to be paid. The Company may also pay defaulted interest in any other lawful manner.


 


Section 2.14 Global Securities


 


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


 


(b) Transfer and Exchange. Notwithstanding
any provisions to the contrary contained in Section 2.07 of the Indenture and in addition thereto, any Global Security shall
be exchangeable pursuant to Section 2.07 of the Indenture for Securities registered in the names of Holders other than the
Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered
under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary registered as a clearing agency
under the Exchange Act within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’
Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to
the Securities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct
in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.


 




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(c) Except as provided in this Section 2.14(c),
a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee
of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary
or any such nominee to a successor Depositary or a nominee of such a successor Depositary.


 


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


 


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


 


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


 


(f) Payments. Notwithstanding the other
provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the principal of and
interest, if any, on any Global Security shall be made to the Holder thereof.


 


(g) Consents, Declaration and Directions.
Except as provided in Section 2.14(g), the Company, the Trustee and any Agent shall treat a person as the Holder of such principal
amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement
of the Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions
required to be given by the Holders pursuant to this Indenture.


 


(h) The Depositary or its nominee, as registered
owner of a Global Security, shall be the Holder of such Global Security for all purposes under the Indenture and the Securities,
and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly,
any such owner’s beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall
be effected only through, records maintained by the Depositary or its nominee and such owners of beneficial interests in a Global
Security will not be considered the owners or holders thereof. Notwithstanding any other provision of this Indenture or any Security,
where this Indenture or any Global Security provides for notice of any event (including any notice of redemption or repurchase)
to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary
(or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance
with applicable Depositary procedures.


 


Section 2.15 CUSIP Numbers. The Company in
issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in “CUSIP”
numbers of which the Company becomes aware.


 




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ARTICLE III 


REDEMPTION 


 


Section 3.01 Notice to Trustee. The Company
may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant
to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such
terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to
redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities,
it shall notify the Trustee of the redemption date and the principal amount of the Series of Securities to be redeemed.


 


Section 3.02 Selection of Securities to be Redeemed. Unless
otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate,
if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to
be redeemed in any manner that the Trustee deems fair and appropriate. The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption. Securities of a Series and portions selected for redemption
shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.02(j), the minimum principal denomination for each Series and integral multiples
thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption. The Trustee shall not be liable for the selection made in accordance with
this Section 3.02.


 


Section 3.03 Notice of Redemption.


 


(a) Unless otherwise specified for a particular
Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, at least 30 days but not more than
60 days before a redemption date, the Company shall deliver notice of redemption to each Holder whose Securities are to be redeemed.
The notice shall identify the Securities of the Series to be redeemed and shall state:


 


(i) the redemption date;


 


(ii) the redemption price or the manner of
the calculation of the redemption price;


 


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


 


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


 


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


 


(vi) the CUSIP number, if any; and


 


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


 


At the Company’s request, the Trustee
shall give the notice of redemption in the Company’s name and at its expense; provided that the Company shall have delivered
to the Trustee, at least five Business Days (or such shorter period as the Trustee may consent to in writing) before notice of
redemption is required to be delivered or caused to be delivered to Holders pursuant to this Section 3.03, an Officers’
Certificate of the Company requesting that the Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.


 




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Section 3.04 Effect of Notice of Redemption. Once
notice of redemption is delivered as provided in Section 3.03, Securities of a Series called for redemption become due
and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to
the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date; provided
that installments of interest whose Stated Maturity is on or prior to the redemption date shall be payable to the Holders of such
Securities (or one or more predecessor Securities) registered at the close of business on the relevant record date therefor according
to their terms and the terms of this Indenture.


 


Section 3.05 Deposit of Redemption Price. Unless
otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate,
on or before 11:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent money sufficient
to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.


 


Section 3.06 Securities Redeemed in Part. Upon
surrender of a Security that is redeemed in part, the Company shall issue and the Trustee shall authenticate for the Holder a new
Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.


 


ARTICLE IV 


COVENANTS 


 


Section 4.01 Payment of Principal and Interest. The
Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually
pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities
and this Indenture.


 


Section 4.02 SEC Reports. Any information,
documents or other reports that the Company shall file with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act shall be filed with the Trustee within 15 days after the same is filed with the Commission; provided that any such information,
documents or reports filed or furnished with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or
EDGAR) system shall be deemed filed with the Trustee as of the time such information, documents or reports are filed or furnished
via EDGAR.


 


Section 4.03 Compliance Certificate. The Company
shall, so long as any of the Securities are outstanding, deliver to the Trustee, within 120 days after the end of each fiscal year
of the Company, an Officers’ Certificate stating whether or not to the knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and conditions hereof (without regard to any period of
grace or requirement of notice provided hereunder), and if a Default or Event of Default shall have occurred, specifying all such
Defaults or Events of Default and the nature and status thereof of which they may have knowledge.


 


Section 4.04 Stay, Extension and Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture or the Securities or any other law that would prohibit or forgive
the Company from paying all or any portion of the principal of, or interest on, the Securities as contemplated in the Indenture,
any indenture supplemental thereto relating to the Securities or the Securities and the Company (to the extent it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law has been enacted.


 




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ARTICLE V 


SUCCESSORS 


 


Section 5.01 When Company May Merge, Etc. The
Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties
and assets to, another person (a “Successor Person”) unless:


 


(a) the Company is the surviving corporation
or the Successor Person (if other than the Company) is organized and validly existing under the laws of any U.S. domestic jurisdiction
and expressly assumes the Company’s obligations on the Securities and under this Indenture; and


 


(b) immediately after giving effect to the
transaction, no Default or Event of Default shall have occurred and be continuing.


 


The Company shall deliver to the Trustee
prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.


 


Section 5.02 Successor Corporation Substituted. Upon
any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01, the successor corporation formed by such consolidation or into or with which the
Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with the same effect as if such Successor Person has
been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition
(other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.


 


ARTICLE VI 


DEFAULTS AND REMEDIES 


 


Section 6.01 Events of Default.


 


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


 


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


 


(b) default in the payment of principal
of any Security of that Series at its Maturity; or


 


(c) default in the performance or breach
of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty for which the consequences of nonperformance
or breach are addressed elsewhere in this Section 6.01 and other than a covenant or warranty that has been included in this
Indenture solely for the benefit of a Series of Securities other than that Series), which default continues uncured for a
period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of not less than a majority in principal amount of the outstanding Securities of that Series a
written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


 




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


(i) commences a voluntary case or proceeding;


 


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


 


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


 


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


 


(v) makes an admission in writing that it
is generally unable to pay its debts as the same become due; or


 


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


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


 


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


 


(iii) orders the liquidation of the Company,
and the order or decree remains unstayed and in effect for 90 days; or


 


(f) any other Event of Default provided
with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, in accordance with Section 2.02(n).


 


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


 


Section 6.02 Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is
continuing (other than an Event of Default referred to in Section 6.01(d) or (e)), then in every such case the Trustee or
the Holders of not less than a majority in principal amount of the outstanding Securities of that Series may declare the principal
amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified
in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to be
due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and
payable. If an Event of Default specified in Section 6.01(d) or (e) shall occur, the principal amount (or specified amount)
of and accrued and unpaid interest, if any, on all outstanding Securities shall be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to any
Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter
in this Article; provided that the Holders of a majority in principal amount of the outstanding Securities of that Series, by written
notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if all Events of Default with
respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which
have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such
rescission shall affect any subsequent Default or impair any right consequent thereon.


 




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Section 6.03 Collection of Indebtedness and Suits for
Enforcement by Trustee.


 


The Company covenants that if:


 


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


 


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


 


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


 


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


 


Section 6.04 Trustee May File Proofs of Claim. In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or
of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of
the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel)
and of the Holders allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.


 




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Section 6.05 Trustee May Enforce Claims Without
Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment
has been recovered.


 


Section 6.06 Application of Money Collected.


 


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


 


First: To the payment of all amounts due
the Trustee under Section 7.07; and


 


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


 


Third: To the Company.


 


Section 6.07 Limitation on Suits. No Holder
of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


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


 


(b) the Holders of at least a majority in
principal amount of the outstanding Securities of that Series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(c) such Holder or Holders shall have offered
to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance
with such request;


 


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


 


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


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.


 




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Section 6.08 Unconditional Right of Holders to Receive
Principal and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Security on the
Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date) and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 6.09 Restoration of Rights and Remedies. If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and
in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.


 


Section 6.10 Rights and Remedies Cumulative. Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.08,
no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of
any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 


Section 6.11 Delay or Omission Not Waiver. No
delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every
right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 6.12 Control by Holders. Subject to
Section 7.02(f), the Holders of a majority in principal amount of the outstanding Securities of any Series shall have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that:


 


(a) such direction shall not be in conflict
with any rule of law or with this Indenture,


(b) the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such direction, and


(c) subject to the provisions of Section 7.01,
the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer
of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability.


 




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Section 6.13 Waiver of Past Defaults. The Holders
of not less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of
all the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences,
except a Default (i) in the payment of the principal of or interest on any Security of such Series (provided, however,
that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration
and its consequences, including any related payment default that resulted from such acceleration) or (ii) in respect of a
covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each outstanding Security
of such Series affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.


 


Section 6.14 Undertaking for Costs. All parties
to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such
Security (or, in the case of redemption, on the redemption date).


 


ARTICLE VII 


TRUSTEE 


 


Section 7.01 Duties of Trustee.


 


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


 


(b) Except during the continuance of an
Event of Default:


 


(i) The Trustee need perform only those duties
that are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this
Indenture against the Trustee.


 


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


 


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


 


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


 




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


 


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


 


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


 


(e) The Trustee may refuse to perform any
duty or exercise any right or power at the request or direction of any Holder unless it receives indemnity reasonably satisfactory
to it against any loss, liability or expense.


 


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


 


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


 


(h) The rights, privileges, protections,
immunities and benefits given to the Trustee, including the right to be indemnified, are extended to, and shall be enforceable
by the Trustee in each of its capacities hereunder and to its agents. The provisions set forth in paragraphs (a), (b) and
(c) of this Section shall apply to the Trustee in each of its capacities hereunder and its agents.


 


Section 7.02 Rights of Trustee.


 


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


 


(b) Before the Trustee acts or refrains
from acting at the direction of the Company, it may require an Officers’ Certificate. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such Officers’ Certificate.


 


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


 


(d) The Trustee shall not be liable for
any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided
that the Trustee’s conduct does not constitute negligence or willful misconduct.


 




    	 	20	 



     


    

 


(e) The Trustee may consult with counsel,
and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.


 


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


 


(g) The Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by
the Trustee to be genuine and to have been signed or delivered by the proper person.


 


(h) The Trustee shall not be deemed to have
notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due if the Trustee
is the Paying Agent, unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references
the Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice
of default.”


 


(i) The permissive rights of the Trustee
enumerated herein shall not be construed as duties.


 


(j) In no event shall the Trustee be responsible
or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but
not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.


 


(k) Neither the Trustee nor any Agent shall
be responsible or liable for any failure or delay in the performance of its obligation under this Indenture arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes;
fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions
of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military
authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts
which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under
the circumstances.


 


(l) The Trustee shall not be required to
give any bond or surety in respect of the performance of its powers and duties hereunder.


 


Section 7.03 Individual Rights of Trustee. The
Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company
or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.
The Trustee is also subject to Sections 7.10 and 7.11.


 


Section 7.04 Trustee’s Disclaimer. The
Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable
for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities
other than its authentication.


 




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Section 7.05 Notice of Defaults. If a Default
or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known to a Responsible
Officer of the Trustee, the Trustee shall deliver to each Holder of the Securities of that Series notice of a Default or Event
of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default
or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any Security
of any Series, the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is
in the interests of Holders of that Series.


 


Section 7.06 Reports by Trustee to Holders. Within
60 days after March 15 in each year, the Trustee shall transmit by deliver to all Holders, as their names and addresses appear
on the register kept by the Registrar a brief report dated as of such March 15, in accordance with, and to the extent required
under, TIA Section 313. A copy of each report at the time of its delivery to Holders of any Series shall be filed with
the SEC and each stock exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee
when Securities of any Series are listed on any stock exchange.


 


Section 7.07 Compensation and Indemnity. The
Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time
to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall
indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability
or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it
except as set forth in this Section 7.07 in the performance of its duties under this Indenture as Trustee or Agent. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the
Company of any claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent
such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall cooperate
in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel.
The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification
shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense
or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent
of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court
of competent jurisdiction. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d)
or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under
any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the
Trustee and the termination or discharge of this Indenture.


 


Section 7.08 Replacement of Trustee. A resignation
or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section. The Trustee may resign with respect to the Securities of one or more Series by
so notifying the Company at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee
and the Company. The Company may remove the Trustee with respect to Securities of one or more Series if:


 


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


(b) the Trustee is adjudged bankrupt or
insolvent or an order for relief is entered with respect to the Trustee under any insolvency, bankruptcy or similar law;


 




    	 	22	 



     


    

 


 


(c) a custodian or public officer takes
charge of the Trustee or its property; or


(d) the Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed or
if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.


 


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


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer
all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.07, the resignation
or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties
of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor
Trustee shall deliver a notice of its succession to each Holder of each such Series. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit
of the retiring Trustee with respect to expenses and liabilities incurred by it prior to the date of such replacement.


 


Section 7.09 Successor Trustee by Merger, etc. If
the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business (including
administration of this Indenture) to, another corporation, the successor corporation without any further act shall be the successor
Trustee.


 


Section 7.10 Eligibility; Disqualification. This
Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5) and has
a combined capital and surplus of at least $50,000,000. The Trustee shall comply with TIA Section 310(b).


 


Section 7.11 Preferential Collection of Claims Against
Company. The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b).
A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.


 


ARTICLE VIII 


SATISFACTION AND DISCHARGE; DEFEASANCE



 


Section 8.01 Satisfaction and Discharge of Indenture.


 


This Indenture shall upon Company Order
cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a) any of the following shall have occurred:


 


(i) no Securities have been issued hereunder;


 


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


 




    	 	23	 



     


    

 


(iii) all such Securities not theretofore
delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their
Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; and the Company
has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose
of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation,
for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior
to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;


 


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


 


(c) the Company has delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied with.


Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee
pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall
survive.


 


Section 8.02 Application of Trust Funds; Indemnification.


 


(a) Subject to the provisions of Section 8.05,
all money deposited with the Trustee pursuant to Section 8.01, all money and U.S. Government Obligations or Foreign Government
Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all money received by the Trustee in respect of
U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04,
shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment,
either directly or through any Paying Agent (other than the Company acting as its own Paying Agent) as the Trustee may determine,
to the persons entitled thereto, of the principal and interest for whose payment such money has been deposited with or received
by the Trustee or analogous payments as contemplated by Sections 8.03 or 8.04.


 


(b) The Company shall pay and shall indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government
Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and principal received in respect of such obligations
other than any payable by or on behalf of Holders.


 


(c) The Trustee shall deliver or pay to
the Company from time to time upon Company Request any U.S. Government Obligations or Foreign Government Obligations or money held
by it as provided in Sections 8.03 or 8.04 which, in the opinion of a nationally recognized firm of independent certified
public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof
which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government
Obligations or money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government
Obligations or Foreign Government Obligations held under this Indenture.


 


Section 8.03 Legal Defeasance of Securities of any Series. Unless
this Section 8.03 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series,
the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on
the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as
it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the
Company, shall, at Company Request, execute such instruments reasonably requested by the Company acknowledging the same), except
as to:


 




    	 	24	 



     


    

 


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


 


(b) the provisions of Sections 2.04,
2.05, 2.07, 2.08, 8.02, 8.03 and 8.05; and


 


(c) the rights, powers, trust and immunities
of the Trustee hereunder; provided that, the following conditions shall have been satisfied:


 


(d) with reference to this Section 8.03,
the Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee
as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely
to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars,
cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a
Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest
and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability
will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient,
in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments
in respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking fund
payments are due;


 


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


 


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


 


(g) the Company shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (i) the Company has received from,
or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture,
there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same
amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had
not occurred;


 


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


 




    	 	25	 



     


    

 


(i) the Company shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating
to the defeasance contemplated by this Section have been complied with; and


 


(j) such defeasance shall not result in
the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940,
as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.


 


Section 8.04 Covenant Defeasance. Unless this
Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on
and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply
with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03,
and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board
Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants
shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence
of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’
Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event
of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied:


 


(a) with reference to this Section 8.04,
the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as
trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars,
cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a
Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest
and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability
will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient,
in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory
sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal
and such sinking fund payments are due;


 


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


 


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


 


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


 


(e) the Company shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the covenant defeasance contemplated by this Section have been complied with; and


 




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(f) Such defeasance shall not result in
the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940,
as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.


 


Section 8.05 Repayment to Company. The Trustee
and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal and interest
that remains unclaimed for two years, and after such time, Holders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another person.


 


Section 8.06 Reinstatement. If the Trustee
or the Paying Agent is unable to apply any money deposited with respect to Securities of any series in accordance with Section 8.01
by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the obligations of the Company under this Indenture with respect to the Securities of
such series and under the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with
Section 8.01; provided, however, that if the Company has made any payment of principal of, premium (if any) or interest on
any Additional Amounts with respect to any Securities because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or the Paying Agent.


 


ARTICLE IX 


AMENDMENTS AND WAIVERS 


 


Section 9.01 Without Consent of Holders. Unless
otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate,
the Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent
of any Holder:


 


(a) to evidence the succession of another
person to the Company under this Indenture and the Securities and the assumption by any such Successor Person of the obligations
of the Company hereunder and under the Securities;


 


(b) to add covenants of the Company for
the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender
any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders;


 


(c) to add any additional Events of Default;


 


(d) to add to or change any of the provisions
of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable
or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities
in uncertificated form;


 


(e) to add to, change or eliminate any of
the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination
(A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture
and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to
such provision or (B) shall become effective only when there is no such Security Outstanding;


 




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(f) to establish the forms or terms of the
Securities of any series issued pursuant to the terms hereof;


 


(g) to cure any ambiguity or correct any
inconsistency in this Indenture;


 


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


 


 (i) to qualify this Indenture under the Trust Indenture Act;


 




 




(j) to provide for uncertificated securities
in addition to certificated securities;


 


(k) to supplement any provisions of this
Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action
does not adversely affect the interests of the Holders of Securities of such series or any other series;


 


(l) to conform the Indenture to any Description
of Securities for a particular Series of Securities; and


 


(m) to comply with the rules or regulations
of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.


 


Section 9.02 With Consent of Holders. The Company
and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal
amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in
connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Holders of each such Series. Except as provided in Section 6.13, the Holders of at least a
majority in principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained
in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with
any provision of this Indenture or the Securities with respect to such Series. It shall not be necessary for the consent of the
Holders of Securities under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver,
but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this
section becomes effective, the Company shall deliver to the Holders of Securities affected thereby a notice briefly describing
the supplemental indenture or waiver. Any failure by the Company to deliver such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture or waiver.


 


Section 9.03 Limitations. Unless otherwise
specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, without the
consent of each Holder affected, an amendment or waiver may not:


 


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


 


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


 




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


 


(d) reduce the principal amount of Discount
Securities payable upon acceleration of the maturity thereof;


 


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


 


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


 


(g) make any change in Sections 6.08,
6.13, or 9.03; or


 


(h) waive a redemption payment with respect
to any Security.


 


Section 9.04 Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto
that complies with the TIA as then in effect.


 


Section 9.05 Revocation and Effect of Consents. Until
an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security
is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such
Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice
of revocation before the date of the supplemental indenture or the date the waiver becomes effective. Any amendment or waiver once
effective shall bind every Holder of each Series affected by such amendment or waiver unless it is of the type described in
any of clauses (a) through (h) of Section 9.03. In that case, the amendment or waiver shall bind each Holder of
a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt
as the consenting Holder’s Security.


 


Section 9.06 Notation on or Exchange of Securities. The
Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated.
The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate upon request new Securities
of that Series that reflect the amendment or waiver.


 


Section 9.07 Trustee Protected. In executing,
or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall receive, in addition to the documents required by Section 10.04,
and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that all conditions
precedent in this Indenture to the execution of such supplemental indenture, if any, have been complied with, such supplemental
indenture is authorized hereunder, and, that such supplemental indenture is the valid and legally binding obligation of the Company.
The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely
affects its rights.


 




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ARTICLE X 


MISCELLANEOUS 


 


Section 10.01 Trust Indenture Act Controls. If
any provision of this Indenture limits, qualifies or conflicts with another provision which is required or deemed to be included
in this Indenture by the TIA, such required or deemed provision shall control.


 


Section 10.02 Notices.


 


(a) Any notice or communication by the Company
or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and delivered in person
or mailed by first-class mail or sent by telecopier transmission or electronic transmission in PDF addressed as follows:


 


if to the Company:


 


Elephant Talk Communications Corp.


100 Park Avenue


New York, New York 10017


Attention: Robert H. Turner


Telephone: (212) 984-1096


 


if to the Trustee:


 


[                             ]


 


(b) The Company or the Trustee by notice
to the other may designate additional or different addresses for subsequent notices or communications. Any notice or communication
to a Holder shall be delivered to his address shown on the register kept by the Registrar. Failure to deliver a notice or communication
to a Holder of any Series or any defect in it shall not affect its sufficiency with respect to other Holders of that or any
other Series. If a notice or communication is delivered in the manner provided above, within the time prescribed, it is duly given,
whether or not the Holder receives it. If the Company delivers a notice or communication to Holders, it shall deliver a copy to
the Trustee and each Agent at the same time.


 


(c) Any notice or demand that by any provision
of this Indenture is required or permitted to be given or served by the Company may, at the Company’s written request received
by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee)
to the date on which such notice must be given or served, be given or served by the Trustee in the name of and at the expense of
the Company.


 


Section 10.03 Communication by Holders with Other Holders. Holders
of any Series may communicate pursuant to TIA Section 312(b) with other Holders of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA Section 312(c).


 


Section 10.04 Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the
Company shall furnish to the Trustee:


 


(a) an Officers’ Certificate stating
that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and


 




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


 


Section 10.05 Statements Required in Certificate or
Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture
(other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e)
and shall include:


 


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


 


(b) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;


 


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


 


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


 


Section 10.06 Rules by Trustee and Agents. The
Trustee may make reasonable rules for action by or a meeting of Holders of one or more Series. Any Agent may make reasonable rules
and set reasonable requirements for its functions.


 


Section 10.07 Legal Holidays. Unless otherwise
provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, a “Legal
Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening
period.


 


Section 10.08 No Recourse Against Others. A
director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.
Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Securities.


 


Section 10.09 Counterparts. This Indenture
may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of
copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery
of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the
parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


Section 10.10 Governing Laws. This Indenture
and the Securities will be governed by, and construed in accordance with, the internal laws of the State of New York.


 




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Section 10.11 No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company.
Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 10.12 Successors. All agreements of
the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall
bind its successor.


 


Section 10.13 Severability. In case any provision
in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 10.14 Table of Contents, Headings, Etc. The
Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms
or provisions hereof.


 


Section 10.15 Securities in a Foreign Currency. Unless
otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant
to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture
any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or
all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of
any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such
Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that
could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, “Market
Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published
by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency,
the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of
New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country
of issue of the currency in question or such other quotations as the Company, shall deem appropriate. The provisions of this paragraph
shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other
than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions
and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive
for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate
or verify the calculations made pursuant to this Section 10.15.


 


Section 10.16 U.S.A. Patriot Act. The Company acknowledges
that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions, and in order
to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies
each person or legal entity that establishes a relationship or opens an account with the Trustee. The Company agrees that it will
provide the Trustee with such information as it may reasonably request as required in order for the Trustee to satisfy the requirements
of the U.S.A. Patriot Act.


 


Section 10.17 Waiver of Jury Trial. EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING AS BETWEEN THE COMPANY AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE
OR THE SECURITIES.


 




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ARTICLE XI 


SINKING FUNDS 


 


Section 11.01 Applicability of Article. The
provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series, except as
otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. The minimum amount
of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory
sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred
to as an “optional sinking fund payment.” If provided for by the terms of Securities of any Series, the cash
amount of any sinking fund payment may be subject to reduction as provided in Section 11.02. Each sinking fund payment shall
be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series.


 


Section 11.02 Satisfaction of Sinking Fund Payments
with Securities. The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities
of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to
which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption)
and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been
repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities
(except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other
optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited.
Such Securities shall be received by the Trustee, together with an Officers’ Certificate with respect thereto, not later
than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited
for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities
in lieu of cash payments pursuant to this Section 11.02, the principal amount of Securities of such Series to be redeemed
in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for
redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee
or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent
shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the
Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company
having an unpaid principal amount equal to the cash payment required to be released to the Company.


 


Section 11.03 Redemption of Securities for Sinking Fund. Not
less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture or Officers’ Certificate in
respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities, the
Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking
fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant
to Section 11.02, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment,
and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated
in the Board Resolution, Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities)
before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 3.02 and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 3.03. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 3.04, 3.05 and 3.06.


 


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


 


	 	ELEPHANT TALK COMMUNICATIONS CORP.
	 	 	 
	 	By:	               
	 	Name: 	Robert H. Turner
	 	Title:	Executive Chairman
	 	 	 
	 	[                   ].
	 	as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Indenture]


 




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