Exhibit 4.4


 


 


 


 


FORM OF SUBORDINATED DEBT


SECURITIES INDENTURE


 





 



 


THERAPIX BIOSCIENCES LTD.


 


INDENTURE


 


DATED AS OF ___________ ___, 20_______


_______________________


 


TRUSTEE


 


 


SUBORDINATED DEBT SECURITIES


 


 





 



 


 


 


 


 


 


 


 


 




     


     


    

 


Table of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I.	DEFINITIONS AND INCORPORATION BY REFERENCE	2
	Section 1.1.	Definitions	2
	Section 1.2.	Definitions	5
	Section 1.3.	Incorporation by Reference of Trust Indenture Act	5
	Section 1.4.	Rules of Construction	5
	 	 	 
	ARTICLE II.	SECURITIES	5
	Section 2.1.	Amount Unlimited; Issuable in Series	5
	Section 2.2.	Establishment of Terms of Series of Securities	6
	Section 2.3.	Authentication and Delivery of Securities	7
	Section 2.4.	Execution of Securities; Trustee’s Certificate of Authentication; Form of Securities	8
	Section 2.5.	Registrar and Paying Agent	9
	Section 2.6.	Paying Agent to Hold Money in Trust	9
	Section 2.7.	Securityholder Lists	9
	Section 2.8.	Transfer and Exchange	9
	Section 2.9.	Mutilated, Destroyed, Lost and Stolen Securities	10
	Section 2.10.	Outstanding Securities	10
	Section 2.11.	Treasury Securities	11
	Section 2.12.	Temporary Securities	11
	Section 2.13.	Cancellation	11
	Section 2.14.	Defaulted Interest	11
	Section 2.15.	Global Securities	11
	Section 2.16.	CUSIP Numbers	12
	 	 	 
	ARTICLE III.	REDEMPTION	12
	Section 3.1.	Notice to Trustee	12
	Section 3.2.	Selection of Securities to be Redeemed	12
	Section 3.3.	Notice of Redemption	13
	Section 3.4.	Effect of Notice of Redemption	13
	Section 3.5.	Deposit of Redemption Price	13
	Section 3.6.	Securities Redeemed in Part	13
	 	 	 
	ARTICLE IV.	COVENANTS	13
	Section 4.1.	Payment of Principal and Interest	13
	Section 4.2.	SEC Reports	13
	Section 4.3.	Compliance Certificate	14
	Section 4.4.	Stay, Extension and Usury Laws	14
	Section 4.5.	Corporate Existence	14
	 	 	 
	ARTICLE V.	SUCCESSORS	14
	Section 5.1.	When Company May Merge, Etc	14
	Section 5.2.	Successor Corporation Substituted	15
	 	 	 
	ARTICLE VI.	DEFAULTS AND REMEDIES	15
	Section 6.1.	Events of Default	15
	Section 6.2.	Acceleration of Maturity; Rescission and Annulment	16
	Section 6.3.	Collection of Indebtedness and Suits for Enforcement by Trustee	16
	Section 6.4.	Trustee May File Proofs of Claim	17
	Section 6.5.	Trustee May Enforce Claims Without Possession of Securities	17
	Section 6.6.	Application of Money Collected	17
	Section 6.7.	Limitation on Suits	17
	Section 6.8.	Unconditional Right of Holders to Receive Principal and Interest	18
	Section 6.9.	Restoration of Rights and Remedies	18
	Section 6.10.	Rights and Remedies Cumulative	18
	Section 6.11.	Delay or Omission Not Waiver	18
	Section 6.12.	Control by Holders	18
	Section 6.13.	Waiver of Past Defaults	19
	Section 6.14.	Undertaking for Costs	19



 




    	 	i	 



     


    

 


Table of Contents


(Continued)


 


	 	 	Page
	 	 	 
	ARTICLE VII.	TRUSTEE	19
	Section 7.1.	Duties of Trustee	19
	Section 7.2.	Rights of Trustee	20
	Section 7.3.	Individual Rights of Trustee	20
	Section 7.4.	Trustee’s Disclaimer	20
	Section 7.5.	Notice of Defaults	20
	Section 7.6.	Reports by Trustee to Holders	21
	Section 7.7.	Compensation and Indemnity	21
	Section 7.8.	Replacement of Trustee	21
	Section 7.9.	Successor Trustee by Merger, Etc	22
	Section 7.10.	Eligibility; Disqualification	22
	Section 7.11.	Preferential Collection of Claims Against Company	22
	 	 	 
	ARTICLE VIII.	SATISFACTION AND DISCHARGE; DEFEASANCE	22
	Section 8.1.	Satisfaction and Discharge of Indenture	22
	Section 8.2.	Application of Trust Funds; Indemnification	23
	Section 8.3.	Legal Defeasance of Securities of any Series	23
	Section 8.4.	Covenant Defeasance	24
	Section 8.5.	Repayment to Company	24
	 	 	 
	ARTICLE IX.	AMENDMENTS AND WAIVERS	24
	Section 9.1.	Without Consent of Holders	24
	Section 9.2.	With Consent of Holders	25
	Section 9.3.	Compliance with Trust Indenture Act	26
	Section 9.4.	Revocation and Effect of Consents	26
	Section 9.5.	Notation on or Exchange of Securities	26
	Section 9.6.	Trustee Protected	26
	 	 	 
	ARTICLE X.	MISCELLANEOUS	26
	Section 10.1.	Trust Indenture Act Controls	26
	Section 10.2.	Notices	26
	Section 10.3.	Communication by Holders with Other Holders	27
	Section 10.4.	Certificate and Opinion as to Conditions Precedent	27
	Section 10.5.	Statements Required in Certificate or Opinion	27
	Section 10.6.	Rules by Trustee and Agents	27
	Section 10.7.	Legal Holidays	27
	Section 10.8.	No Recourse Against Others	28
	Section 10.9.	Counterparts	28
	Section 10.10.	Governing Laws	28
	Section 10.11.	No Adverse Interpretation of Other Agreements	28
	Section 10.12.	Successors	28
	Section 10.13.	Severability	28
	Section 10.14.	Table of Contents, Headings, Etc	28
	 	 	 
	ARTICLE XI.	SINKING FUNDS	28
	Section 11.1.	Applicability of Article	28
	Section 11.2.	Satisfaction of Sinking Fund Payments with Securities	29
	Section 11.3.	Redemption of Securities for Sinking Fund	29
	 	 	 
	ARTICLE XII.	SUBORDINATION OF SECURITIES	29
	Section 12.1.	Agreement of Subordination	29
	Section 12.2.	Payments to Holders	30
	Section 12.3.	Subrogation of Securities	31
	Section 12.4.	Authorization to Effect Subordination	32
	Section 12.5.	Notice to Trustee	32
	Section 12.6.	Trustee’s Relation to Senior Indebtedness	33
	Section 12.7.	No Impairment of Subordination	33
	Section 12.8.	Article Applicable to Paying Agents	33
	Section 12.9.	Senior Indebtedness Entitled to Rely	33


  




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THERAPIX BIOSCIENCES LTD.


 


Reconciliation and tie between the Trust
Indenture Act of 1939 and Indenture, dated as of ______________, 20___.


 


	Section 310 	(a)(1)	7.10 
	 	(a)(2) 	7.10 
	 	(a)(3) 	Not Applicable 
	 	(a)(4) 	Not Applicable 
	 	(a)(5) 	7.10 
	 	(b) 	7.10 
	 	(c) 	Not Applicable 
	 	 	 
	Section 311 	(a) 	7.11 
	 	(b) 	7.11 
	 	(c) 	Not Applicable 
	 	 	 
	Section 312 	(a) 	2.7 
	 	(b) 	10.3 
	 	(c) 	10.3 
	 	 	 
	Section 313 	(a) 	7.6 
	 	(b)(1) 	7.6 
	 	(b)(2) 	7.6 
	 	(c)(1) 	7.6 
	 	(d) 	7.6 
	 	 	 
	Section 314 	(a) 	4.2, 10.2, 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 
	 	 	 
	Section 315 	(a) 	7.1 
	 	(b) 	7.5 
	 	(c) 	7.1 
	 	(d) 	7.1 
	 	(e) 	6.14 
	 	 	 
	Section 316 	(a)	2.10 
	 	(a)(1)(A) 	6.12 
	 	(a)(1)(B) 	6.13 
	 	(a)(2) 	Not Applicable 
	 	(b) 	6.8 
	 	 	 
	Section 317 	(a)(1) 	6.3 
	 	(a)(2) 	6.4 
	 	(b) 	2.6 
	 	 	 
	Section 318 	(a) 	10.1 





 






     


     


    

 


INDENTURE


 


Indenture dated as of __________ __, 20__,
between Therapix Biosciences Ltd., a corporation existing under the laws of Israel (the “Company”), and ______________
(“Trustee”).


 


WITNESSETH


 


WHEREAS, the Company has duly authorized
the issuance, execution and delivery, from time to time, of its unsecured debentures, notes or other evidences of indebtedness
(hereinafter referred to as the “Securities”), without limit as to principal amount, issuable in one or more Series
(as hereinafter defined), the amount and terms of each such Series to be determined as hereinafter provided; and, to provide the
terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture;


 


WHEREAS, all things necessary to make this
Indenture a valid indenture and agreement according to its terms have been done;


 


NOW, THEREFORE:


 


In consideration of the premises and the
purchases of the Securities by the holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate
benefit of the respective holders from time to time of the Securities as follows:


 


ARTICLE
I.



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section
1.1. Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	2	 



     


    

 


“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 chief executive officer, chief
financial officer or principal accounting officer.


 


“Company Request” means a written
request signed in the name of the Company by its Chairman of the Board, a President or a Vice President, and by either its Chief
Financial Officer, Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, or any other officer authorized
by the Board of Directors for such purpose, and delivered to the Trustee.


 


“Corporate Trust Office” means
the office of the Trustee located in ____________, or such other office as may be designated by the Trustee to the Company in writing.


 


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


 


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


 


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


 


“Designated Senior Indebtedness”
means any of the Company’s senior indebtedness that expressly provides that it is “designated senior indebtedness”
for purposes of this Indenture (provided that the instrument, agreement or other document creating or evidencing such Senior Indebtedness
may place limitations and conditions on the right of such Senior Indebtedness to exercise the rights of Designated Senior Indebtedness).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	3	 



     


    

 


“Opinion of Counsel” means
a written opinion of legal counsel who 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.


 


“Representative” means the
(a) indenture trustee or other trustee, agent or representative for any Senior Indebtedness or (b) with respect to any Senior Indebtedness
that does not have any such trustee, agent or other representative, (i) in the case of such Senior Indebtedness issued pursuant
to an agreement providing for voting arrangements as among the holders or owners of such Senior Indebtedness, any holder or owner
of such Senior Indebtedness acting with the consent of the required persons necessary to bind such holders or owners of such Senior
Indebtedness and (ii) in the case of all other such Senior Indebtedness, the holder or owner of such Senior Indebtedness.


 


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


 


“SEC” means the Securities
and Exchange Commission.


 


“Securities” has the meaning
given such item in the preamble hereto.


 


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


 


“Senior Indebtedness” means
the principal, premium, if any, interest, including any interest accruing after bankruptcy, and other amounts due on any of our
current or future Debt, whether created, incurred, assumed, guaranteed or in effect guaranteed by us, including any deferrals,
renewals, extensions, refundings, amendments, modifications or supplements to the above. However, Senior Indebtedness does not
include: (i) any Debt that expressly provides that it shall not be senior in right of payment to the Securities or expressly provides
that it is on the same basis or junior to the Securities; (ii) any Debt by us to any of our majority-owned subsidiaries; and (iii)
the Securities.


 


“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.


 


“Significant Subsidiary” means
(i) any direct or indirect Subsidiary of the Company that would be a “significant subsidiary” as defined in Article
1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof,
or (ii) any group of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation
is in effect on the date hereof.


 


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


 


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


 


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


 


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


 






    	 	4	 



     


    

 


Section
1.2. Definitions.


 


	TERM	 	 	 	DEFINED IN 
SECTION
	 	 	 	 	 
	“Bankruptcy Law”	 	 	 	6.1
	“Custodian”	 	 	 	6.1
	“Government Obligations”	 	 	 	8.3
	“Legal Holiday”	 	 	 	10.7
	“mandatory sinking fund payment”	 	 	 	11.1
	“optional sinking fund payment”	 	 	 	11.1
	“Paying Agent”	 	 	 	2.5
	“Registrar”	 	 	 	2.5
	“Service Agent”	 	 	 	2.5
	“successor person”	 	 	 	5.1



 


Section
1.3. Incorporation by Reference of Trust Indenture Act.


 


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


 


“Commission” means the SEC.


 


“indenture securities” means
the Securities.


 


“indenture security holder”
means a Securityholder.


 


“indenture to be qualified”
means this Indenture.


 


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


 


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


 


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


 


Section
1.4. Rules of Construction.


 


Unless the context otherwise requires:


 


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


 


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


 


(c)
“or” is not exclusive;


 


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


 


(e)
provisions apply to successive events and transactions.


 


ARTICLE
II.



SECURITIES


 


Section
2.1. Amount Unlimited; Issuable in Series.


 


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


 






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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 subparagraph 2.2.1 and either as
to such Securities within the Series or as to the Series generally in the case of subparagraphs 2.2.2 through 2.2.22) by a Board
Resolution, a supplemental indenture or an Officers’ Certificate pursuant to authority granted under a Board Resolution:


 


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


 


2.2.2.
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 2.8, 2.9, 2.10, 3.6 or 9.5);


 


2.2.3.
the forms of the Securities of the Series in bearer or fully-registered form, whether any Securities of the Series may be
represented initially by a Security in temporary or permanent global form and, if so, the initial Depository with respect to any
such temporary or permanent global Security and, as applicable, whether and the circumstances under which beneficial owners of
interests in any such temporary or permanent global Security may exchange such interests for Securities of such Series and of like
tenor of any authorized form and denomination, and any other terms required for the establishment of a Series of Securities in
bearer form, including, but not limited to, tax compliance procedures;


 


2.2.4.
the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will
be issued;


 


2.2.5.
the person to whom any interest on any Security of the Series issued in fully-registered form shall be payable, if other
than the person in whose name that Security is registered at the close of business on the regular record date for such interest,
and the manner in which, the person to whom, any interest on any Security of the Series issued in bearer form shall be payable,
if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent
to which, or the manner in which (including any certification requirement and other terms and conditions under which), any interest
payable on a temporary or permanent global Security on an interest payment date will be paid if other than as described herein;


 


2.2.6.
the date or dates on which the principal of the Securities of the Series is payable or the method or methods, if any, used
to determine those dates;


 


2.2.7.
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;


 


2.2.8.
the place or places where and the manner in which the principal of and interest, if any, on the Securities of the Series
shall be payable, any Securities of the Series issued as Registered Securities may be surrendered for registration of transfer,
Securities of the Series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities
of the Series and this Indenture may be served;


 


2.2.9.
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;


 


2.2.10.
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, the conditions, if any, giving rise to such obligation, 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, and, if applicable, any provisions for the remarketing
of such Securities;


 






    	 	6	 



     


    

 


2.2.11.
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the
Series shall be issuable;


 


2.2.12.
the currency or currencies, including composite currencies, in which payment of the principal of or interest on the Securities
of the Series shall be payable if other than the currency of the United States, and if so, whether the Securities of the Series
may be satisfied and discharged other than as provided in Article VIII;


 


2.2.13.
if the amount of payments of principal of or interest on the Securities of the Series is to be determined with reference
to an index, formula or other method, or based on a coin or currency other than that in which the Securities of the Series are
stated to be payable, the manner in which such amounts shall be determined and the calculation agent, if any, with respect thereto;


 


2.2.14.
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;


 


2.2.15.
if the Holders of Securities of the Series may convert or exchange the Securities into or for securities of the Company
or other property, the period or periods within which, the rate or rates at which and the terms and conditions upon which Securities
of the Series may be converted or exchanged, in whole or in part;


 


2.2.16.
any terms applicable to Discount Securities of the Series, if any, including the issue price thereof and the rate or rates
at which the original issue discount will accrue;


 


2.2.17.
whether the Securities of the Series, in whole or any specified part, shall not be defeasible pursuant to Section 8.3 or
Section 8.4 or both such Sections and, if other than by an Officer’s Certificate, the manner in which any election by the
Company to defease such Securities shall be evidenced;


 


2.2.18.
the provisions, if any, relating to any security provided for the Securities of the Series;


 


2.2.19.
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;


 


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


 


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


 


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


 


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


 


Section
2.3. Authentication and Delivery of Securities.


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver any Series of Securities executed by the Company to the Trustee
for authentication by it, and the Trustee shall thereupon authenticate and deliver said Securities to or upon a Company Order,
without any further corporate action by the Company. If the form or terms of such Series of Securities have been established in
or pursuant to one or more Board Resolutions or a supplemental indenture as permitted by this Section 2.3 and Section 2.2, in authenticating
such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee
shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon:


 


(1)
each Board Resolution relating to such Series of Securities;


 


(2)
an executed supplemental indenture, if any, relating to such series of Securities;


 






    	 	7	 



     


    

 


(3)
an Officers’ Certificate setting forth the form and terms of the Securities, stating that the form and terms of the
Securities have been established pursuant to Section 2.2 and subparagraph 2.4.3 and comply with this Indenture, and covering such
other matters as the Trustee may reasonably request;


 


(4)
an Opinion of Counsel to the effect that:


 


(a)
if the form of such Securities has been established by or pursuant to resolutions of the Board of Directors of the Company
as permitted by subparagraph 2.4.3 that such form has been established in conformity with the provisions of this Indenture;


 


(b)
if the terms of such Securities have been established by or pursuant to Board Resolutions as permitted by Section 2.1, that
such terms have been established in conformity with the provisions of this Indenture;


 


(c)
that such Securities, when authenticated and delivered by the Trustee and executed and issued by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will be valid and binding obligations of the Company, except
as any rights thereunder may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditor’s
rights generally and by general equity principles;


 


(d)
that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied
with and that authentication and delivery of the Securities by the Trustee will not violate the terms of this Indenture; and


 


(e)
covering such other matters as the Trustee may reasonably request.


 


Each Registered Security shall be dated
the date of its authentication. Any Series of Bearer Securities shall be dated as provided in the Board Resolution or the provisions
of the supplemental indenture creating such Series.


 


Section
2.4. Execution of Securities; Trustee’s Certificate of Authentication; Form of Securities.


 


2.4.1.
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.


 


2.4.2.
Only such Securities bearing a certificate of authentication executed by the Trustee by the manual signature of one of its
Responsible Officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate
by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.


 


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 lawfully be taken; or (b) if the Trustee in good faith 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.


 


2.4.3.
The Securities of each series shall be substantially of the tenor and purport as shall be authorized by a Board Resolution
or in an indenture or indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification
or designation and such legends or endorsements thereon as the Board of Directors of the Company may deem appropriate and as are
not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform
to usage.


 


The definitive Securities may be printed,
lithographed or fully or partly engraved or produced in any other manner, all as determined by the officers executing such Securities,
as evidenced by their executions thereof.


 






    	 	8	 



     


    

 


Section
2.5. Registrar and Paying Agent.


 


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


 


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


 


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


 


Section
2.6. Paying Agent to Hold Money in Trust.


 


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


 


Section
2.7. Securityholder Lists.


 


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


 


Section
2.8. Transfer and Exchange.


 


Upon surrender for registration of transfer
of any Security at the office or agency of the Company designated for such purposes, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized
denomination or denominations of a like aggregate principal amount and tenor. 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 2.12, 3.6 or 9.5).


 


At the option of the Holder, Registered
Securities of any Series may be exchanged for other Registered Securities of the same Series of any authorized denomination or
denominations, of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office
or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to receive. Bearer Securities may not be issued in
exchange for Registered Securities.


 






    	 	9	 



     


    

 


All Securities issued upon any registration
of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.


 


Every Registered Security presented or
surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.


 


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 15 days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption
and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities of any
Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected,
called or being called for redemption in part.


 


Section
2.9. Mutilated, Destroyed, Lost and Stolen Securities.


 


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


 


If there shall be delivered to the Company
and the Trustee (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 upon
its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security,
a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


In case any such mutilated, destroyed,
lost or stolen Security has become 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 2.9, 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
2.10. 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
2.9, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a bona
fide purchaser.


 


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


 


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


 






    	 	10	 



     


    

 


Section
2.11. Treasury Securities.


 


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


 


Section
2.12. Temporary Securities.


 


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


 


Section
2.13. Cancellation.


 


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


 


Section
2.14. Defaulted Interest.


 


Unless the terms of a Series of Securities
adopted pursuant to Section 2.2 shall provide otherwise, if the Company defaults in a payment of interest on a Series of Securities,
it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the
persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix the record date and payment
date. At least 30 days before the record date, the Company shall mail to the Trustee and to each Securityholder of the Series a
notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest
in any other lawful manner.


 


Section
2.15. Global Securities.


 


2.15.1.
Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall
establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and
the Depository for such Global Security or Securities.


 


2.15.2.
Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.8 of the Indenture and
in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.8 of the Indenture for Securities registered
in the names of Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be
a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depository within
90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect that
such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global
Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall
be exchangeable for Securities registered in such names as the Depository shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms.


 


Except as provided in this Section 2.15.2,
a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee
of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository
or any such nominee to a successor Depository or a nominee of such a successor Depository.


 






    	 	11	 



     


    

 


2.15.3.
Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form:


 


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


 


2.15.4.
Acts of Holders. The Depository, as a Holder, may appoint agents and otherwise authorize participants to give or
take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give
or take under the Indenture.


 


2.15.5.
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.


 


2.15.6.
Consents, Declaration and Directions. Except as provided in subparagraph 2.15.5, 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 Depository 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
2.16. CUSIP Numbers.


 


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


 


ARTICLE
III.



REDEMPTION


 


Section
3.1. Notice to Trustee.


 


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


 


Section
3.2. Selection of Securities to be Redeemed.


 


Unless otherwise indicated for a particular
Series by a Board Resolution, a supplemental indenture 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 by lot or in any other manner that
the Trustee deems fair and appropriate. The Trustee shall make the selection from Securities of the Series outstanding not previously
called for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations
larger than $1,000. Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of
$1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.11, 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.


 






    	 	12	 



     


    

 


Section
3.3. Notice of Redemption.


 


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


 


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; and


 


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


 


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


 


Section
3.4. Effect of Notice of Redemption.


 


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


 


Section
3.5. Deposit of Redemption Price.


 


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


 


Section
3.6. Securities Redeemed in Part.


 


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


 


ARTICLE
IV.



COVENANTS


 


Section
4.1. Payment of Principal and Interest.


 


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


 


Section
4.2. SEC Reports.


 


The Company shall deliver to the Trustee
within 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 Section 314(a).


 






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Section
4.3. Compliance Certificate.


 


The Company shall deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate 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 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 corporate,
partnership or other existence of each Significant Subsidiary in accordance with the respective organizational documents of each
Significant Subsidiary and the rights (charter and statutory), licenses and franchises of the Company and its Significant Subsidiaries;
provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any Significant Subsidiary, if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof
is not adverse in any material respect to the Holders.


 


ARTICLE
V.



SUCCESSORS


 


Section
5.1. When Company May Merge, Etc.


 


The Company shall not consolidate with
or merge with or into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any
person, unless:


 


(a)
either (1) the Company shall be the continuing corporation or (2) the person (if other than the Company) formed by such
consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease the properties
and assets of the Company substantially as an entirety (i) shall be a corporation, partnership, limited liability company, trust
or other entity organized and validly existing under the laws of Israel, the United States or any state thereof or the District
of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture;


 


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


 


(c)
the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture, comply with this Article and that all conditions precedent herein provided for relating
to such transaction have been satisfied.


 






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Section
5.2. Successor Corporation Substituted.


 


Upon any consolidation or merger, or any
sale, lease, conveyance or other disposition of the properties and assets substantially as an entirety of the Company in accordance
with Section 5.1, the successor person formed by any such consolidation or into which the Company is merged or the successor person
to which such conveyance, transfer or lease 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 had been named as the Company herein; and thereafter,
except in the case of a lease of its properties and assets substantially as an entirety, the Company shall be discharged 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,” whenever
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)
the Company defaults in (i) the payment of the principal of any Security of such Series at its Maturity or (ii) 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);


 


(b)
the Company fails to comply with any of its agreements in the Securities or this Indenture (other than those referred to
in clause (a) above and other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section
specifically deal with or which has been expressly included in this Indenture solely for the benefit of a Series of Securities
other than such Series) and such failure continues for 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;


 


(c)
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


 


(d)
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 for all or substantially all of its property, or


 


(iii)
orders the liquidation of the Company or any of its Significant Subsidiaries, and the order or decree remains unstayed and
in effect for 60 days; or


 


(e)
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 hereof.


 


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


 






    	 	15	 



     


    

 


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(c) or (d)) 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(c) or (d) 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 VI 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:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The Company covenants that if


 


(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 or any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


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


 


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


 






    	 	16	 



     


    

 


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 7.7.


 


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


 


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


 


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


 


Third: To the Company.


 


Section
6.7. Limitation on Suits.


 


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


 


(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;


 






    	 	17	 



     


    

 


(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 reasonable indemnity 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.


 


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


 


Notwithstanding any other provision in
this Indenture, the right, which is absolute and unconditional, of any Holder of any Security to receive payment of the principal
of and interest on such Security on the Stated Maturity or Maturities expressed in such Security (or in the case of redemption,
on the redemption date) held by such Holder, on or after the respective due dates expressed in the Securities or any redemption
date, or to bring suit for the enforcement of any such payment on or after the respective dates, shall not be impaired or affected
adversely without the consent of each 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 2.9, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section
6.11. Delay or Omission Not Waiver.


 


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


 


Section
6.12. Control by Holders.


 


The Holders of a majority in principal
amount of the outstanding Securities of any Series shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to
the Securities of such Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture
or that the Trustee determines in good faith is unduly prejudicial to the rights of other Holders or would involve the Trustee
in personal liability.


 






    	 	18	 



     


    

 


Section
6.13. Waiver of Past Defaults.


 


The Holders of a majority in aggregate
principal amount of the outstanding Securities of any Series, by notice to the Trustee (and without notice to any other Holder),
may on behalf of the Holders of all of the Securities of such Series waive an existing Default with respect to such Series and
its consequences except that the consent of the Holders of 100% of the Securities of such Series shall be required to waive (a)
an Event of Default described in Section 6.1(a) with respect to such Series or (b) a Default in respect of a provision that under
Section 9.2 cannot be amended without the consent of the Holder of each outstanding Security of the Series affected. When a Default
is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.


 


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 6.14 shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding
Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest
on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption,
on the redemption date).


 


ARTICLE
VII.



TRUSTEE


 


Section
7.1. Duties of Trustee.


 


(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 its 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. The permissive
right of the Trustee to take or refrain from taking any action hereunder shall not be construed as a duty.


 


(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.


 


(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 7.1.


 






    	 	19	 



     


    

 


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


 


(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 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.
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.


 


(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 Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission
by any Depository.


 


(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.


 


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


 


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


 


Section
7.3. Individual Rights of Trustee.


 


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


 


Section
7.4. Trustee’s Disclaimer.


 


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


 


Section
7.5. Notice of Defaults.


 


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


 






    	 	20	 



     


    

 


Section
7.6. Reports by Trustee to Holders.


 


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


 


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


 


Section
7.7. Compensation and Indemnity.


 


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


 


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


 


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


 


To secure the Company’s payment obligations
in this Section 7.7, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on particular Securities of that Series.


 


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


 


Section
7.8. Replacement of Trustee.


 


A resignation or removal of the Trustee
and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment
as provided in this Section 7.8.


 


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


 


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


 


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


 






    	 	21	 



     


    

 


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


 


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


 


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


 


Section
7.9. Successor Trustee by Merger, Etc.


 


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


 


Section
7.10. Eligibility; Disqualification.


 


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


 


Section
7.11. Preferential Collection of Claims Against Company.


 


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


 


ARTICLE
VIII.



SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section
8.1. Satisfaction and Discharge of Indenture.


 


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


 


(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 pursuant to (i) above


 


(1)
have become due and payable, or


 


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


 


(3)
are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company, 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 deposited
or caused to be deposited with the Trustee in trust an amount, without reinvestment, which is 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;


 






    	 	22	 



     


    

 


(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 7.7, and, if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.5, 2.8, 2.9, 8.1, 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 Government
Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money received by the Trustee in respect of 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
Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest and principal received in respect of such Government
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 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 Government Obligations or money were deposited or
received. This provision shall not authorize the sale by the Trustee of any Government Obligations held under this Indenture.


 


Section
8.3. Legal Defeasance of Securities of any Series.


 


Unless this Section 8.3 is otherwise specified,
pursuant to subparagraph 2.2.17, 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 such Series on the date of the deposit referred to in subparagraph
(c)(1) 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 (c)(1) 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 2.5, 2.8, 2.9, 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:


 


(1)
The Company shall have irrevocably deposited with the Trustee, in trust, (i) sufficient funds in the currency or currency
unit in which the Securities of such Series are denominated to pay, without reinvestment, the principal of and interest to Stated
Maturity (or redemption) on, the Securities of such Series, or (ii) such amount of direct obligations of, or obligations the principal
of and interest on which are fully guaranteed by, the government which issued the currency in which the Securities of such series
are denominated (“Government Obligations”), and which are not subject to prepayment, redemption or call, as will, together
with the predetermined and certain income to accrue thereon without consideration of any reinvestment thereof, be sufficient to
pay when due the principal of, and interest to Stated Maturity (or redemption) on, the Securities of such Series.


 






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(2)
The Company shall have delivered to the Trustee an Opinion of Counsel that the Company has met all of the conditions precedent
to such defeasance and based on the fact that (x) the Company has received from the Internal Revenue Service a ruling or (y), since
the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that,
and such opinion shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for United
States federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States 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.


 


Section
8.4. Covenant Defeasance.


 


Unless this Section 8.4 is otherwise specified
pursuant to subparagraph 2.2.17 to be inapplicable to Securities of any Series, on the date of the deposit referred to in subparagraph
(a) hereof, the Company may omit to comply with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5 and
5.1 as well as any additional covenants contained in a supplemental indenture hereto for a particular Series of Securities or a
Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.2.21 (and the failure to comply with any such
covenants shall not constitute a Default or Event of Default under Section 6.1) and the occurrence of any event described in clause
(e) of Section 6.1 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)
The Company shall have irrevocably deposited with the Trustee, in trust, (i) sufficient funds in the currency or currency
unit in which the Securities of such Series are denominated to pay the principal of and interest to Stated Maturity (or redemption)
on, the Securities of such Series, or (ii) such amount of Government Obligations, which are not subject to prepayment, redemption
or call, as will, together with the predetermined and certain income to accrue thereon without consideration of any reinvestment
thereof, be sufficient to pay when due the principal of, and interest to Stated Maturity (or redemption) on, the Securities of
such Series.


 


(b)
The Company has delivered to the Trustee an Opinion of Counsel that the Company has met all of the conditions precedent
to such defeasance and to the effect that, and such opinion shall confirm that, the Holders of the Securities of such Series will
not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance
and will be subject to United States 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 and covenant defeasance had not occurred.


 


Section
8.5. Repayment to Company.


 


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


 


ARTICLE
IX.



AMENDMENTS AND WAIVERS


 


Section
9.1. Without Consent of Holders.


 


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


 


(a)
to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants
of the Company herein and in the Securities;


 


(b)
to add to the covenants, agreements and obligations of the Company for the benefit of the Holders of all of the Securities
or any Series thereof, or to surrender any right or power herein conferred upon the Company;


 


(c)
to establish the forms or terms of Securities of any Series;


 






    	 	24	 



     


    

 


(d)
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, pursuant to the requirements of Section 7.8;


 


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


 


(f)
to add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply
to one or more Series of Securities), provided that any such addition, change or elimination shall neither (i) apply to any Security
of any Series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii)
modify the rights of the Holder of any such Security with respect to such provision;


 


(g)
to secure the Securities; or


 


(h)
to make any other change that does not adversely affect the rights of any Securityholder in any material respect.


 


Section
9.2. With Consent of Holders.


 


With the written consent of the Holders
of at least a majority in aggregate principal amount of the outstanding Securities of each Series affected by such supplemental
indenture, the Company and the Trustee may amend this Indenture or the Securities of any Series or may enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the Holders of the Securities of such series and any related
coupons under this Indenture; provided, however, that no such amendment or supplemental indenture shall, without the consent of
the Holder of each outstanding Security affected thereby:


 


(a)
change the Stated Maturity of the principal of, or any installment of principal or interest on, any such Security or reduce
the principal amount thereof or the rate of interest thereon or any premium payable upon redemption thereof or reduce the amount
of principal of any such Discount Security that would be due and payable upon a declaration of acceleration of maturity thereof
pursuant to Section 6.2, or change the coin or currency in which, any principal of, or any installment of interest on, any such
Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the redemption date);


 


(b)
reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose Holders is required
for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their consequences) with respect to the Securities of such
Series provided for in this Indenture; or


 


(c)
modify any of the provisions of this Section, Section 6.4 or 6.7, except to increase the percentage of outstanding Securities
of such Series required for such actions to provide that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each outstanding Security affected thereby.


 


A supplemental indenture which changes
or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one
or more particular Series of Securities, or which modifies the rights of the Holders of Securities of such Series with respect
to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities
of any other Series.


 


An amendment may not make any change that
adversely affects the rights under Article XII of any Holder of Senior Indebtedness then outstanding unless the requisite holders
of such Senior Indebtedness consent to such change pursuant to the terms of such Senior Indebtedness.


 


It shall not be necessary for the consent
of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or supplemental indenture, but it
shall be sufficient if such consent approves the substance thereof.


 


After an amendment or supplemental indenture
under this Section 9.2 becomes effective, the Company shall mail to each Holder of the particular Securities affected thereby and,
if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly
describing the amendment. 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 amendment or supplemental indenture.


 






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Section
9.3. Compliance with Trust Indenture Act.


 


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


 


Section
9.4. Revocation and Effect of Consents.


 


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


 


Any amendment or waiver once effective
shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of
clauses (a) through (c) of Section 9.2. 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
9.5. Notation on or Exchange of Securities.


 


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


 


Section
9.6. Trustee Protected.


 


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


 


ARTICLE
X.



MISCELLANEOUS


 


Section
10.1. Trust Indenture Act 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 is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the other’s address:


 


if to the Company:


 


Therapix Biosciences Ltd.


4 Ariel Sharon Street


HaShahar Tower, 16th Floor


Givatayim 5320047, Israel


Tel: +972-3-6167055

Attention: Chief Financial Officer


 


if to the Trustee:


 


____________________________


 


Attention: ___________________


 


Fax: _______________________


 






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


 


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


 


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


 


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


 


Section
10.3. Communication by Holders with Other Holders.


 


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


 


Section
10.4. Certificate and Opinion as to Conditions Precedent.


 


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


 


(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.


 


Section
10.5. Statements Required in Certificate or Opinion.


 


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


 


(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 Securityholders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements
for its functions.


 


Section
10.7. Legal Holidays.


 


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


 






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Section
10.8. No Recourse Against Others.


 


A director, officer, employee or stockholder,
as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. All
Securities, including Global Securities, shall bear a legend in a form substantially setting forth the foregoing statements in
this Section 10.8.


 


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 THAT WOULD DEFER TO THE LAWS OF ANOTHER JURISDICTION.


 


Section
10.11. No Adverse Interpretation of Other Agreements.


 


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


 


Section
10.12. Successors.


 


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


 


Section
10.13. Severability.


 


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


 


Section
10.14. Table of Contents, Headings, Etc.


 


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


 


ARTICLE
XI.



SINKING FUNDS


 


Section
11.1. Applicability of Article.


 


The provisions of this Article XI 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.


 






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


 


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.


 


ARTICLE
XII.



SUBORDINATION OF SECURITIES


 


Section
12.1. Agreement of Subordination.


 


The Company covenants and agrees, and each
Holder of Securities issued hereunder by his or her acceptance thereof likewise covenants and agrees, that all Securities shall
be issued subject to the provisions of this Article XII; and each Person holding any Security, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions.


 


The payment of the principal of, premium,
if any, and interest on all Securities (including, but not limited to, the redemption price with respect to the Securities called
for redemption in accordance with Article 3 as provided in the Indenture) issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness,
whether outstanding at the date of this Indenture or thereafter incurred.


 


No provision of this Article XII shall
prevent the occurrence of any Default or Event of Default hereunder.


 






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Section
12.2. Payments to Holders.


 


No payment shall be made with respect to
the principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect
to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and
distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if:


 


(i)
a default in the payment of principal, premium, interest or other obligations due on any Senior Indebtedness occurs and
is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that
continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless
and until such default shall have been cured or waived or shall have ceased to exist; or


 


(ii)
a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits
holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a “Payment
Blockage Notice”) from a Representative or the Company.


 


If the Trustee receives any Payment Blockage
Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 12.1
unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage
Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been
paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice
to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.


 


The Company may and shall resume payments
on and distributions in respect of the Securities upon the earlier of:


 


(1)
the date upon which the default is cured or waived or ceases to exist, or


 


(2)
in the case of a default referred to in clause (ii) above, 179 days after notice is received if the maturity of such Designated
Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time
of such payment or distribution.


 


Upon any payment by the Company, or distribution
of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or
winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership
or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other
payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in
cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal
of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the
Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization);
and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership
or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision
of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under
this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis
of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their
representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing
any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior
Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to
any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision
therefor is made to the Holders of the Securities or to the Trustee.


 


For purposes of this Article XII, the words,
“cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of
which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all
Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation,
if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than
leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders,
altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety,
or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article V shall not be deemed
a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other corporation shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V.


 






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In the event of the acceleration of the
Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities
in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price
with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments
and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness
has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded
in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Indebtedness of the acceleration.


 


In the event that, notwithstanding the
foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property
or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by
the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory
to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash
or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for
the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have
been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory
to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders
of such Senior Indebtedness.


 


Nothing in this Section 12.2 shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions
of Section 12.5.


 


Section
12.3. Subrogation of Securities.


 


Subject to the payment in full of all Senior
Indebtedness, the rights of the Holders of the Securities shall be subrogated to the extent of the payments or distributions made
to the holders of such Senior Indebtedness pursuant to the provisions of this Article XII (equally and ratably with the holders
of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially
the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders
of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior
Indebtedness until the principal, premium, if any, and interest on the Securities shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities
to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII, and no payment
over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness by Holders of
the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness, and the
Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness; and no payments
or distributions of cash, property or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation
provisions of this Article XII, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be
a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article XII are
and are intended solely for the purposes of defining the relative rights of the Holders of the Securities, on the one hand, and
the holders of the Senior Indebtedness, on the other hand.


 


Nothing contained in this Article XII or
elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than
the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same
shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders
of the Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness in respect
of cash, property or securities of the Company received upon the exercise of any such remedy.


 






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Upon any payment or distribution of assets
of the Company referred to in this Article XII, the Trustee, subject to the provisions of Section 7.1, and the Holders of the Securities
shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities,
for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article
XII.


 


Section
12.4. Authorization to Effect Subordination.


 


Each Holder of a Security by the Holder’s
acceptance thereof authorizes and directs the Trustee on the Holder’s behalf to take such action as may be necessary or appropriate
to effectuate the subordination as provided in this Article XII and appoints the Trustee to act as the Holder’s attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any
proceeding referred to in Section 6.3 hereof at least 30 days before the expiration of the time to file such claim, the holders
of any Senior Indebtedness or their representatives are hereby authorized to file an appropriate claim for and on behalf of the
Holders of the Securities.


 


Section
12.5. Notice to Trustee.


 


The Company shall give prompt written notice
in the form of an Officers’ Certificate to a Responsible Officer of the Trustee and to any Paying Agent of any fact known
to the Company which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of
the Securities pursuant to the provisions of this Article XII. Notwithstanding the provisions of this Article XII or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article
XII, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office
from the Company (in the form of an Officers’ Certificate) or a Representative or a holder or holders of Senior Indebtedness
or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section
7.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business
Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation,
the payment of the principal of, or premium, if any, or interest on any Security) the Trustee shall not have received, with respect
to such monies, the notice provided for in this Section 12.5, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.


 


Notwithstanding anything in this Article
XII to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section
8.1, and any such payment shall not be subject to the provisions of Section 12.1 or 12.2.


 


The Trustee, subject to the provisions
of Section 7.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing
himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given
by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that
the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the
extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights
of such person under this Article XII, and if such evidence is not furnished the Trustee may defer any payment to such person pending
judicial determination as to the right of such person to receive such payment.


 






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Section
12.6. Trustee’s Relation to Senior Indebtedness.


 


The Trustee in its individual capacity
shall be entitled to all the rights set forth in this Article XII in respect of any Senior Indebtedness at any time held by it,
to the same extent as any other holder of Senior Indebtedness, and nothing in Section 7.11 or elsewhere in this Indenture shall
deprive the Trustee of any of its rights as such holder.


 


With respect to the holders of Senior Indebtedness,
the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this
Article XII, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness
and, subject to the provisions of Section 7.1, the Trustee shall not be liable to any holder of Senior Indebtedness if it shall
pay over or deliver to Holders of Securities, the Company or any other person money or assets to which any holder of Senior Indebtedness
shall be entitled by virtue of this Article XII or otherwise.


 


Section
12.7. No Impairment of Subordination.


 


No right of any present or future holder
of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by
any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by
any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or otherwise be charged with.


 


Section
12.8. Article Applicable to Paying Agents.


 


If at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this
Article XII shall (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if such Paying Agent were named in this Article XII in addition to or in place
of the Trustee; provided, however, that the first paragraph of Section 12.5 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.


 


Section
12.9. Senior Indebtedness Entitled to Rely.


 


The holders of Senior Indebtedness (including,
without limitation, Designated Senior Indebtedness) shall have the right to rely upon this Article XII, and no amendment or modification
of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.


 


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


 


	
         

         
	THERAPIX BIOSCIENCES LTD.
	 	 
	 	By:	                         
	 	Title:	 
	 	 
	 	[TRUSTEE]
	 	 
	 	By:	 


 








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