Exhibit
4.5


 


Color
Star Technology Co., Ltd.


 


 





 



 


 


INDENTURE


Dated
as of [  ]


 


 





 



[  ]


 






      


     


    

 


TABLE
OF CONTENTS


 





	ARTICLE
    I	 	DEFINITIONS
    AND INCORPORATION BY REFERENCE	 	6
	 	 	 	 	 
	Section 1.1	 	Definitions.	 	6
	Section 1.2	 	Other
    Definitions.	 	9
	Section 1.3	 	Incorporation
    by Reference of Trust Indenture Act.	 	9
	Section 1.4	 	Rules
    of Construction.	 	9
	 	 	 	 	 
	ARTICLE
    II	 	TERMS
    OF THE SECURITIES	 	10
	 	 	 	 	 
	Section 2.1	 	Issuable
    in Series.	 	10
	Section 2.2	 	Establishment
    of Terms of Series of Securities.	 	10
	Section 2.3	 	Execution
    and Authentication.	 	12
	Section 2.4	 	Registrar
    and Paying Agent.	 	12
	Section 2.5	 	Paying
    Agent to Hold Money in Trust.	 	13
	Section 2.6	 	Security
    Holder Lists.	 	13
	Section 2.7	 	Transfer
    and Exchange.	 	13
	Section 2.8	 	Mutilated,
    Destroyed, Lost and Stolen Securities.	 	14
	Section 2.9	 	Outstanding
    Securities.	 	14
	Section 2.10	 	Treasury
    Securities.	 	15
	Section 2.11	 	Temporary
    Securities.	 	15
	Section 2.12	 	Cancellation.	 	15
	Section 2.13	 	Defaulted
    Interest.	 	15
	Section 2.14	 	Global
    Securities.	 	15
	Section 2.15	 	CUSIP
    Numbers.	 	16
	 	 	 	 	 
	ARTICLE
    III	 	REDEMPTION	 	16
	 	 	 	 	 
	Section 3.1	 	Notice
    to Trustee.	 	16
	Section 3.2	 	Selection
    of Securities to be Redeemed.	 	17
	Section 3.3	 	Notice
    of Redemption.	 	17
	Section 3.4	 	Effect
    of Notice of Redemption.	 	17
	Section 3.5	 	Deposit
    of Redemption Price.	 	17
	Section 3.6	 	Securities
    Redeemed in Part.	 	18
	 	 	 	 	 
	ARTICLE
    IV	 	COVENANTS	 	18
	 	 	 	 	 
	Section 4.1	 	Payment
    of Principal and Interest.	 	18
	Section 4.2	 	SEC
    Reports.	 	18
	Section 4.3	 	Compliance
    Certificate.	 	18
	Section 4.4	 	Stay,
    Extension and Usury Laws.	 	18
	Section 4.5	 	Corporate
    Existence.	 	18
	 	 	 	 	 
	ARTICLE
    V	 	SUCCESSORS	 	19
	 	 	 	 	 
	Section 5.1	 	When
    Company May Merge, Etc.	 	19
	Section 5.2	 	Successor
    Corporation Substituted.	 	19
	 	 	 	 	 
	ARTICLE
    VI	 	DEFAULTS
    AND REMEDIES	 	19
	 	 	 	 	 
	Section 6.1	 	Events
    of Default.	 	19
	Section 6.2	 	Acceleration
    of Maturity; Rescission and Annulment.	 	20
	Section 6.3	 	Collection
    of Indebtedness and Suits for Enforcement by Trustee.	 	21
	Section 6.4	 	Trustee
    May File Proofs of Claim.	 	21
	Section 6.5	 	Trustee
    May Enforce Claims Without Possession of Securities.	 	22
	Section 6.6	 	Application
    of Money Collected.	 	22
	Section 6.7	 	Limitation
    on Suits.	 	22
	Section 6.8	 	Unconditional
    Right of Holders to Receive Principal and Interest.	 	23



 






    2


     


    

 


	Section 6.9	 	Restoration
    of Rights and Remedies.	 	23
	Section 6.10	 	Rights
    and Remedies Cumulative.	 	23
	Section 6.11	 	Delay
    or Omission Not Waiver.	 	23
	Section 6.12	 	Control
    by Holders.	 	23
	Section 6.13	 	Waiver
    of Past Defaults.	 	23
	Section 6.14	 	Undertaking
    for Costs.	 	24
	 	 	 	 	 
	ARTICLE
    VII	 	TRUSTEE	 	24
	 	 	 	 	 
	Section 7.1	 	Duties
    of Trustee.	 	24
	Section 7.2	 	Rights
    of Trustee.	 	25
	Section 7.3	 	Force
    Majeure.	 	26
	Section 7.4	 	Individual
    Rights of Trustee.	 	26
	Section 7.5	 	Trustee’s
    Disclaimer.	 	26
	Section 7.6	 	Notice
    of Defaults.	 	26
	Section 7.7	 	Reports
    by Trustee to Holders.	 	27
	Section 7.8	 	Compensation
    and Indemnity.	 	27
	Section 7.9	 	Replacement
    of Trustee.	 	27
	Section 7.10	 	Successor
    Trustee by Merger, etc.	 	28
	Section 7.11	 	Eligibility;
    Disqualification.	 	28
	Section 7.12	 	Preferential
    Collection of Claims Against Company.	 	28
	 	 	 	 	 
	ARTICLE
    VIII	 	SATISFACTION
    AND DISCHARGE; DEFEASANCE	 	28
	 	 	 	 	 
	Section 8.1	 	Satisfaction
    and Discharge of Indenture.	 	28
	Section 8.2	 	Application
    of Trust Funds; Indemnification.	 	29
	Section 8.3	 	Legal
    Defeasance of Securities of any Series.	 	30
	Section 8.4	 	Covenant
    Defeasance.	 	31
	Section 8.5	 	Repayment
    to Company.	 	31
	 	 	 	 	 
	ARTICLE
    IX	 	SUPPLEMENTAL
    INDENTURES, AMENDMENTS AND WAIVERS	 	32
	 	 	 	 	 
	Section 9.1	 	Without
    Consent of Holders.	 	32
	Section 9.2	 	With
    Consent of Holders.	 	32
	Section 9.3	 	Limitations.	 	32
	Section 9.4	 	Compliance
    with Trust Indenture Act.	 	33
	Section 9.5	 	Revocation
    and Effect of Consents.	 	33
	Section 9.6	 	Notation
    on or Exchange of Securities.	 	33
	Section 9.7	 	Trustee
    Protected.	 	33
	 	 	 	 	 
	ARTICLE
    X	 	MISCELLANEOUS	 	34
	 	 	 	 	 
	Section 10.1	 	Trust
    Indenture Act Controls.	 	34
	Section 10.2	 	Notices.	 	34
	Section 10.3	 	Communication
    by Holders with Other Holders.	 	34
	Section 10.4	 	Certificate
    and Opinion as to Conditions Precedent.	 	34
	Section 10.5	 	Statements
    Required in Certificate or Opinion.	 	35
	Section 10.6	 	Rules
    by Trustee and Agents.	 	35
	Section 10.7	 	Legal
    Holidays.	 	35
	Section 10.8	 	No
    Recourse Against Others.	 	35
	Section 10.9	 	Counterparts.	 	35
	Section 10.10	 	Governing
    Laws.	 	35
	Section 10.11	 	No
    Adverse Interpretation of Other Agreements.	 	36
	Section 10.12	 	Successors.	 	36
	Section 10.13	 	Severability.	 	36
	Section 10.14	 	Table
    of Contents, Headings, Etc.	 	36
	Section 10.15	 	Securities
    in a Foreign Currency or in ECU.	 	36
	Section 10.16	 	Judgment
    Currency.	 	37



 






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	ARTICLE
    XI	 	SINKING
    FUNDS	 	37
	 	 	 	 	 
	Section 11.1	 	Applicability
    of Article.	 	37
	Section 11.2	 	Satisfaction
    of Sinking Fund Payments with Securities.	 	37
	Section 11.3	 	Redemption
    of Securities for Sinking Fund.	 	38


 






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Color
Star Technology Co., Ltd. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [  ]


 


Note:
This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture.


 


	§ 310(a)(1)	7.11
	(a)(2)	7.11
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	7.11
	(b)	7.11
	§ 311(a)	7.12
	(b)	7.12
	§ 312(a)	2.6
	(b)	10.3
	(c)	10.3
	§ 313(a)	7.7
	(b)(1)	7.7
	(b)(2)	7.7
	(c)	7.7
	(d)	7.7
	§ 314(a)	4.2, 10.5
	(b)	Not Applicable
	(c)(1)	10.4
	(c)(2)	10.4
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	10.5
	(f)	Not Applicable
	§ 315(a)	7.1
	(b)	7.6
	(c)	7.1
	(d)	7.1
	(e)	6.14
	§ 316(a)	2.10
	(a)(1)(A)	6.12
	(a)(1)(B)	6.13
	(b)	6.8
	§ 317(a)(1)	6.3
	(a)(2)	6.4
	(b)	2.5
	§ 318(a)	10.1


 






    5


     


    

 


Indenture
dated as of [ ] between Color Star Technology Co., Ltd., an exempted company with limited liability incorporated under the laws of the
Cayman Islands (“Company”), and [  ] (“Trustee”).


 


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


 


ARTICLE
I 

DEFINITIONS AND INCORPORATION BY REFERENCE


 


		Section
                            1.1	Definitions.



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    6


     


    

 


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


 


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


 


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


 


“ECU”
means the European Currency Unit as determined by the Commission of the European Union.


 


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


 


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


 


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


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in
effect as of the date of determination.


 


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


 


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


 


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


 


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


 


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


 


“Officer”
means the Chief Executive Officer, the Chief Technology Officer, any Co-Chief Financial Officers, or the Chief Risk Officer of the Company.


 


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


 






    7


     


    

 


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


 


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


 


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


 


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


 


“SEC”
means the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    8


     


    

 


		Section
                            1.2	Other
Definitions.



 


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


 


		Section
                            1.3	Incorporation
by Reference of Trust Indenture Act.



 


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


 


“Commission”
means the SEC.


 


“indenture
securities” means the Securities.


 


“indenture
security holder” means a Security Holder.


 


“indenture
to be qualified” means this Indenture.


 


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


 


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


 


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


 


		Section
                            1.4	Rules
of Construction.



 


Unless
the context otherwise requires: 


 


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




 


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




 


 (c) “or” is not exclusive;




 


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




 


 (e) provisions apply to successive events and transactions.




 






    9


     


    

 


ARTICLE
II 

TERMS OF THE SECURITIES


 


		Section
                            2.1	Issuable
in Series.



 


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


 


		Section
                            2.2	Establishment
of Terms of Series of Securities.



 


At
or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case
of Subsection 2.2.1 and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2
through 2.2.24) by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution or Officers’
Certificate, and associated supplemental indenture: 


 


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


 


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


 


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


 


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


 


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


 


2.2.6
the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, 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; 


 


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


 


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


 






    10


     


    

 


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


 


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


 


2.2.11
the forms of the Securities of the Series and whether the Securities will be issuable as Global Securities; 


 


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


 


2.2.13
the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, including, but not limited
to, the ECU, and if such currency of denomination is a composite currency other than the ECU, the agency or organization, if any, responsible
for overseeing such composite currency; 


 


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


 


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


 


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


 


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


 


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


 


2.2.19
any addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series; 


 


2.2.20
whether the Securities of the Series are subject to subordination and the terms of such subordination; 


 


2.2.21
any material income tax considerations applicable; 


 


2.2.22
any other terms of the Securities of the Series (which may supplement, modify or delete any provision of this Indenture insofar as it
applies to such Series); 


 


2.2.23
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 


 


2.2.24
if the Securities of the Series are to be convertible into or exchangeable for any securities of any Person (including the Company),
the terms and conditions upon which such Securities will be so convertible or exchangeable.


 


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.


 






    11


     


    

 


		Section
                            2.3	Execution
and Authentication.



 


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


 


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


 


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


 


The
Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the
Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Each
Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto
or an Officers’ Certificate.


 


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


 


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


 


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


 


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


 


		Section
                            2.4	Registrar
and Paying Agent.



 


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


 






    12


     


    

 


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


 


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


 





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


 


	Section 2.5	Paying
Agent to Hold Money in Trust.



 


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


 


	Section 2.6	Security
Holder Lists.



 


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


 


	Section
2.7	Transfer
and Exchange.



 


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


 


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


 






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	Section 2.8	Mutilated,
Destroyed, Lost and Stolen Securities.



 


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


 


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


 


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


 


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


 


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


 


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


 


	Section
2.9	Outstanding
Securities.



 


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


 


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


 


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


 


A
Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. 


 


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


 






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	Section
2.10	Treasury
Securities.



 


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


 


	Section
2.11	Temporary
Securities.



 


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


 


	Section 2.12	Cancellation.



 


The
Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or payment. Upon receipt of written instruction from the Company,
the Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy such
canceled Securities and deliver a certificate of such destruction to the Company, unless the Company otherwise directs. The Company may
not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation. 


 


	Section
2.13	Defaulted
Interest.



 


If
the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted
by law, any interest payable on the defaulted interest, to the persons who are Security Holders of the Series on a subsequent special
record date. The Company shall fix the record date and payment date. At least 10 days before the record date, the Company shall mail
to the Trustee and to each Security Holder of the Series a notice that states the record date, the payment date and the amount of interest
to be paid. The Company may pay defaulted interest in any other lawful manner. 


 


	Section
2.14	Global
Securities.



 


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


 


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


 






    15


     


    

 


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


 


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


 


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


 


“This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the 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.” 


 


2.14.4
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. 


 


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


 


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


 


	Section
2.15	CUSIP
Numbers.



 


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


 


ARTICLE
III

REDEMPTION


 


	Section
3.1	Notice
to Trustee.



 


The
Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to
redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided
for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity
thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption
date and the principal amount of Series of Securities to be redeemed. The Company shall give the Trustee notice at least 45 days before
the redemption date (or such shorter notice as may be acceptable to the Trustee). 


 






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	Section
3.2	Selection
of Securities to be Redeemed.



 


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


 


	Section
3.3	Notice
of Redemption.



 


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


 


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


 


(a)
the redemption date; 


 


(b)
the redemption price; 


 


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


 


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


 


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


 


(f)
the CUSIP number, if any; and 


 


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


 


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


 


	Section
3.4	Effect
of Notice of Redemption.



 


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


 


	Section 3.5	Deposit
of Redemption Price.



 


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


 






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	Section 3.6	Securities
Redeemed in Part.



 


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


 


ARTICLE
IV

COVENANTS


 


	Section
4.1	Payment
of Principal and Interest.



 


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


 


	Section 4.2	SEC
Reports.



 


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


 


	Section
4.3	Compliance
Certificate.



 


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


 


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


 


	Section
4.4	Stay,
Extension and Usury Laws.



 


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


 


	Section
4.5	Corporate
Existence.



 


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


 






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ARTICLE
V

SUCCESSORS


 


	Section
5.1	When
Company May Merge, Etc.



 


The
Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and
assets to, any person (a “successor person”) unless: 


 


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


 


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


 


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


 


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


 


		Section
                               5.2	Successor
Corporation Substituted.



 


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


 


ARTICLE
VI

DEFAULTS AND REMEDIES


 


		Section
                            6.1	Events
of Default.





 


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


 


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


 


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


 


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


 






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


 


(i)
commences a voluntary case, 


 


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


 


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


 


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


 


(v)
generally is unable to pay its debts as the same become due; or 


 


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


 


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


 


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


 


(iii)
orders the liquidation of the Company, 


 


and
the order or decree remains unstayed and in effect for 60 days; or 


 


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


 


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


 


		Section
                            6.2	Acceleration
of Maturity; Rescission and Annulment.




 


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


 


At
any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount
of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if all Events of Default with respect to Securities of that Series, other than the non-payment of the
principal and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 6.13. 


 


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


 






    20


     


    

 


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




 


The
Company covenants that if 


 


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


 


(b)
default is made in the payment of principal of any Security at the Maturity thereof, or 


 


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


 


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


 


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


 


Notwithstanding
any other provision of this Indenture, if an Event of Default with respect to any Securities of any Series occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series
by pursuing any available remedy by proceeding at law or in equity as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy. 


 


		Section
                            6.4	Trustee
May File Proofs of Claim.




 


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


 


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


 


(b)
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, 


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.8. 


 






    21


     


    

 


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


 


		Section
                            6.5	Trustee
May Enforce Claims Without Possession of Securities.




 


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


 


		Section
                            6.6	Application
of Money Collected.




 


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


 


First:
To the payment of all amounts due the Trustee under Section 7.8; and 


 


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


 


Third:
To the Company or to such party as a court of competent jurisdiction shall direct. 


 


		Section
                            6.7	Limitation
on Suits.




 


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


 


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


 


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


 


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


 


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


 


(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. 


 






    22


     


    

 


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



 


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


 


		Section
                            6.9	Restoration
of Rights and Remedies.



 


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


 


		Section
                            6.10	Rights
and Remedies Cumulative.



 


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


 


		Section
                            6.11	Delay
or Omission Not Waiver.



 


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


 


		Section
                            6.12	Control
by Holders.



 


The
Holders of not less than a majority in principal amount of the outstanding Securities of any Series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Securities of such Series, provided that 


 


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


 


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


 


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


 


		Section
                            6.13	Waiver
of Past Defaults.



 


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


 






    23


     


    

 


		Section
                            6.14	Undertaking
for Costs.



 


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


 


ARTICLE
VII

TRUSTEE 


 


		Section
                            7.1	Duties
of Trustee.



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)
The Trustee may refuse to perform any duty or exercise any right or power unless it receives security or indemnity satisfactory to it
against any loss, liability or expense. 


 






    24


     


    

 


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


 


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


 


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


 


		Section
                            7.2	Rights
of Trustee.



 


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


 


(b)
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both. The
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or
Opinion of Counsel. No such Officers’ Certificate or Opinion of Counsel shall be at the expense of the Trustee. Any request or
direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate. 


 


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


 


(d)
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its
rights or powers, provided that the Trustee’s conduct does not constitute negligence or bad faith. The Trustee shall not be liable
for any special, punitive or consequential damages, even if they were reasonably foreseeable. 


 


(e)
The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder, and the Trustee may conclusively rely
on any such advice or Opinion of Counsel. 


 


 


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


 


(g)
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit. 


 


(h)
The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a payment default under Section 6.1
or 6.2) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a default at the Corporate
Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture. 


 


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


 






    25


     


    

 


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


 


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


 


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


 


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


 


		Section
                            7.3	Force
Majeure.



 


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


 


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


 


		Section
                            7.4	Individual
Rights of Trustee.



 


The
Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company
or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.
The Trustee is also subject to Sections 7.11 and 7.12. 


 


		Section
                            7.5	Trustee’s
Disclaimer.



 


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


 


		Section
                            7.6	Notice
of Defaults.



 


If
a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known to a Responsible
Officer of the Trustee, the Trustee shall mail (or deliver notice subject to the applicable procedures of the Depositary or relevant
clearing system) to each Security Holder of the Securities of that Series notice of a Default or Event of Default within 90 days after
it occurs or, if later, after a Responsible Officer of the Trustee has written notice of such Default or Event of Default. Except in
the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, or in the payment of
any sinking fund installment, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests of Security Holders of that Series. 


 






    26


     


    

 


		Section
                            7.7	Reports
by Trustee to Holders.



 


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


 


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


 


		Section
                            7.8	Compensation
and Indemnity.



 


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


 


The
Company shall indemnify each of the Trustee and any predecessor Trustee against any loss, liability or expense (including the cost of
defending itself) incurred by it except as set forth in the next paragraph in the performance of the Trustee duties under this Indenture
as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity; provided, however, that
failure to so notify the Company shall not relieve it of its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense; provided, however, the Trustee may conduct its own defense if there is a conflict of interest between
the interests of the Company and those of the Trustee. The Trustee may have one separate counsel (in addition to local counsel, if applicable)
and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without
its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders
and Agents or agents of the Trustee. 


 


The
Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director,
employee, shareholder, Agent or agent of the Trustee to the extent it is attributed to its own negligence or willful conduct as determined
by a court of competent jurisdiction in a final, non-appealable order. 


 


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


 


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


 


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


 


		Section
                            7.9	Replacement
of Trustee.



 


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


 


The
Trustee may resign with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date
of the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with
respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect to Securities of
one or more Series if: 


 






    27


     


    

 


(a)
the Trustee fails to comply with Section 7.11; 


 


(b)
the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law; 


 


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


 


(d)
the Trustee becomes incapable of acting. 


 


If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint
a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


 


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


 


A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after
that, the retiring Trustee upon payment of its fees and expenses then unpaid shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 7.8, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities
for which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Security Holder
of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.9, the Company’s obligations under
Section 7.8 hereof shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it
prior to such replacement. 


 


		Section
                            7.10	Successor
Trustee by Merger, etc.



 


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


 


		Section
                            7.11	Eligibility;
Disqualification.



 


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


 


		Section
                            7.12	Preferential
Collection of Claims Against Company.



 


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


 


ARTICLE
VIII 

SATISFACTION AND DISCHARGE; DEFEASANCE 


 


		Section
                            8.1	Satisfaction
and Discharge of Indenture.



 


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


 






    28


     


    

 


(a)
either 


 


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


 


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


 


(1)
have become due and payable, or 


 


(2)
will become due and payable at their Stated Maturity within one year, or 


 


(3)
have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or 


 


(4)
are deemed paid and discharged pursuant to Section 8.3, as applicable; 


 


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


 


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


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.8, and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.2
and 8.5 shall survive. 


 


		Section
                            8.2	Application
of Trust Funds; Indemnification.



 


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


 


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


 


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


 






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		Section
                            8.3	Legal
Defeasance of Securities of any Series.



 


Unless
this Section 8.3 is otherwise specified, pursuant to Section 2.2.22, to be inapplicable to Securities of any Series, the Company
shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after
the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such outstanding
Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request, execute
proper instruments acknowledging the same), except as to: 


 


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


 


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


 


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


 


provided
that, the following conditions shall have been satisfied: 


 


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


 


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


 


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


 


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


 


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


 


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


 






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		Section
                            8.4	Covenant
Defeasance.



 


Unless
this Section 8.4 is otherwise specified pursuant to Section 2.2.22 to be inapplicable to Securities of any Series, the Company
may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.2, 4.3,
4.4, 4.5, and 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board
Resolution or an Officers’ Certificate delivered pursuant to Section 2.2.22 (and the failure to comply with any such covenants
shall not constitute a Default or Event of Default with respect to such Series under Section 6.1) and the occurrence of any event
specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered
pursuant to Section 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such Series, provided that the following conditions shall have been satisfied: 


 


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


 


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


 


(c)
No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such
deposit; 


 


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


 


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


 


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


 


		Section
                            8.5	Repayment
to Company.



 


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


 






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ARTICLE
IX 

SUPPLEMENTAL INDENTURES, AMENDMENTS AND WAIVERS 


 


		Section
                            9.1	Without
Consent of Holders.



 


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


 


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


 


(b)
to comply with Article V; 


 


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


 


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


 


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


 


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


 


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


 


		Section
                            9.2	With
Consent of Holders.



 


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


 


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


 


		Section
                            9.3	Limitations.



 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(g)
make any change in Sections 6.8, 6.13 or 9.3 (this sentence); or 


 


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


 


		Section
                            9.4	Compliance
with Trust Indenture Act.



 


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


 


		Section
                            9.5	Revocation
and Effect of Consents.



 


Until
an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may
revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date of the
supplemental indenture or the date the waiver becomes effective. 


 


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


 


		Section
                            9.6	Notation
on or Exchange of Securities.



 


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


 


		Section
                            9.7	Trustee
Protected.



 


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


 






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ARTICLE
X 

MISCELLANEOUS


 


		Section
                            10.1	Trust
Indenture Act Controls.



 


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


 


		Section
                            10.2	Notices.



 


Any
notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in
writing, in the English language, referencing this Indenture and the applicable securities or series of securities, and delivered in
person, or mailed by first-class mail: 


 


if
to the Company:


 


Color
Star Technology Co., Ltd.


800
3rd Ave, Suite 2800


New
York, NY 10022


 


if
to the Trustee: 


 


[ 
]


Attention:
[  ] 


 


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


 


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


 


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


 


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


 


		Section
                            10.3	Communication
by Holders with Other Holders.



 


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


 


		Section
                            10.4	Certificate
and Opinion as to Conditions Precedent.



 


Upon
any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 


 


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


 


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


 






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		Section
                            10.5	Statements
Required in Certificate or Opinion.



 


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


 


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


 


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


 


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


 


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


 


		Section
                            10.6	Rules
by Trustee and Agents.



 


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


 


		Section
                            10.7	Legal
Holidays.



 


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


 


		Section
                            10.8	No
Recourse Against Others.



 


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


 


		Section
                            10.9	Counterparts.



 


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


 


		Section 10.10	Governing
Laws.



 


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


 






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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 or in ECU.



 


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


 


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


 






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		Section 10.16	Judgment
Currency.



 


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


 


ARTICLE
XI 

SINKING FUNDS


 


		Section 11.1	Applicability
of Article.



 


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


 


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


 


		Section 11.2	Satisfaction
of Sinking Fund Payments with Securities.



 


The
Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant
to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable
(other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of
such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the
election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through
the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided
that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officers’
Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities
for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery
or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities of such Series
to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such
Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee
or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall
from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or
such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid
principal amount equal to the cash payment required to be released to the Company. 


 






    37


     


    

 


		Section 11.3	Redemption
of Securities for Sinking Fund.



 


Not
less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture hereto or Officers’ Certificate in
respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Company will
deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that
Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.2, and
the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon
be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’
Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and
cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.3.
Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections
3.4, 3.5 and 3.6. 


 


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


 


	 	 	 
	 	Color Star Technology Co., Ltd.
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	 	[  ], as Trustee
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 


 


 


[Signature
Page to Indenture]


 



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