Exhibit 4.4


 


 








 


EOS
ENERGY ENTERPRISES, INC.


 


as Issuer


 


and


 


Wilmington
Trust, NATIONAL ASSOCIATION


 


as Trustee


 


SENIOR INDENTURE


 


Dated as of [   ], 2022


 


SENIOR DEBT SECURITIES


 










 



 




     


     


    

 


EOS ENERGY ENTERPRISES, INC.


 


CERTAIN SECTIONS OF THIS INDENTURE RELATING TO

SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE

TRUST INDENTURE ACT OF 1939:


 


	
    Trust Indenture
    Act Section
	 	
    Indenture
    Section

	310(a)(1) and (2)	 	5.08
	310(a)(3) and (4)	 	Inapplicable
	310(b)	 	5.12 and 5.09(a), (b) and (d)
	310(c)	 	Inapplicable
	311(a)	 	5.12
	311(b)	 	5.12
	311(c)	 	Inapplicable
	312(a)	 	3.06
	312(b)	 	3.06
	312(c)	 	4.02(c)
	313(a)	 	3.08
	313(b)(1)	 	Inapplicable
	313(b)(2)	 	3.08
	313(c)	 	3.08
	313(d)	 	3.08
	314(a)	 	3.07
	314(b)	 	Inapplicable
	314(c)(1) and (2)	 	10.05
	314(c)(3)	 	Inapplicable
	314(d)	 	Inapplicable
	314(e)	 	10.05
	314(f)	 	Inapplicable
	315(a), (c) and (d)	 	5.01
	315(b)	 	4.11
	315(e)	 	4.12
	316(a)(1)	 	4.09
	316(a)(2)	 	Not required
	316(a) (last sentence)	 	6.04
	316(b)	 	4.07
	317(a)	 	4.02
	317(b)	 	3.04(a) and (b)
	318(a)	 	10.07


 


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


 






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 TABLE OF CONTENTS


 





 



 






	 	 	PAGE



 


	ARTICLE 1

 Definitions
	 
	Section 1.01.	Certain Terms Defined	6
	 	 	 
	ARTICLE 2

 Securities
	 
	Section 2.01.	Forms Generally	12
	Section 2.02.	Form of Trustee’s Certificate of Authentication	12
	Section 2.03.	Amount Unlimited; Issuable in Series	12
	Section 2.04.	Authentication and Delivery of Securities	14
	Section 2.05.	Execution of Securities	16
	Section 2.06.	Certificate of Authentication	18
	Section 2.07.	Denomination and Date of Securities; Payments of Interest	18
	Section 2.08.	Registration, Transfer and Exchange	19
	Section 2.09.	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	20
	Section 2.10.	Cancellation of Securities; Disposition Thereof	21
	Section 2.11.	Temporary Securities	21
	Section 2.12.	Computation of Interest	22
	 	 	 
	ARTICLE 3

 Covenants of the Issuer and the Trustee
	 
	Section 3.01.	Payment of Principal and Interest	22
	Section 3.02.	Offices for Payments, Etc	22
	Section 3.03. 	Appointment to Fill
    a Vacancy in Office of Trustee	22
	Section 3.04.	Paying Agents	23
	Section 3.05.	Certificate of the Issuer	23
	Section 3.06.	Securityholders Lists	24
	Section 3.07.	Reports by the Issuer	24
	Section 3.08. 	Reports by the Trustee	24
	 	 	 
	ARTICLE 4

 Remedies of the Trustee and Securityholders on Event of Default
	 
	Section 4.01.	Event of Default Defined; Acceleration of Maturity; Waiver
of Default	24
	Section 4.02.	Collection of Indebtedness by Trustee; Trustee May Prove
Indebtedness	27
	Section 4.03.	Application of Proceeds	29
	Section 4.04.	Suits for Enforcement	30
	Section 4.05.	Restoration of Rights on Abandonment of Proceedings	30
	Section 4.06.	Limitations on Suits by Securityholders	31
	Section 4.07.	Unconditional Right of Securityholders to Institute Certain
Suits	31
	Section 4.08.	Powers and Remedies
    Cumulative; Delay or Omission Not Waiver of Default	31
	Section 4.09.	Control by Securityholders	32
	Section 4.10.	Waiver of Past Defaults	32
	Section 4.11. 	Trustee to Give Notice
    of Default, But May Withhold in Certain Circumstances	33
	Section 4.12. 	Right of Court to Require
    Filing of Undertaking to Pay Costs	33



 






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	ARTICLE 5 

Concerning the Trustee
	 
	Section 5.01. 	Duties and
    Responsibilities of the Trustee; During Default; Prior to Default	33
	Section 5.02. 	Certain Rights of the
    Trustee	35
	Section 5.03.	Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof	37
	Section 5.04.	Trustee and Agents May Hold Securities, Etc	37
	Section 5.05.	Moneys Held by Trustee	37
	Section 5.06.	Compensation and Indemnification of Trustee and Its Prior
Claim	37
	Section 5.07.	Right of Trustee to Rely on Officers’ Certificate,
Etc	38
	Section 5.08.	Persons Eligible for Appointment as Trustee	38
	Section 5.09.	Resignation and Removal; Appointment of Successor Trustee	38
	Section 5.10. 	Acceptance of Appointment
    by Successor Trustee	39
	Section 5.11.	Merger, Conversion, Consolidation or Succession to Business
of Trustee	40
	Section 5.12.	Preferential Collection of Claims Against the Issuer	41
	 	 	 
	ARTICLE 6 

Concerning the Securityholders
	 
	Section 6.01.	Evidence of Action Taken by Securityholders	41
	Section 6.02.	Proof of Execution of Instruments and of Holding of Securities;
Record Date	41
	Section 6.03.	Holders to Be Treated as Owners	42
	Section 6.04. 	Securities Owned by
    Issuer Deemed Not Outstanding	42
	Section 6.05.	Right of Revocation of Action Taken	42
	 	 	 
	ARTICLE 7 

Supplemental Indentures
	 
	Section 7.01. 	Supplemental Indentures
    Without Consent of Securityholders	43
	Section 7.02.	Supplemental Indentures With Consent of Securityholders	45
	Section 7.03. 	Effect of Supplemental
    Indenture	46
	Section 7.04.	Documents to Be Given to Trustee	46
	Section 7.05.	Notation on Securities in Respect of Supplemental Indentures	46
	 	 	 
	ARTICLE 8

 Consolidation, Merger, Sale or Conveyance
	 
	Section 8.01. 	Issuer May Consolidate,
    Etc, on Certain Terms	46
	Section 8.02.	Successor Corporation Substituted	47
	Section 8.03. 	Opinion of Counsel to
    Trustee	47
	 	 	 
	ARTICLE 9

 Satisfaction and Discharge of Indenture; Unclaimed Moneys
	 
	Section 9.01.	Satisfaction and Discharge of Indenture	47
	Section 9.02.	Application by Trustee of Funds Deposited for Payment of
Securities	48
	Section 9.03. 	Repayment of Moneys
    Held by Paying Agent	48
	Section 9.04.	Return of Moneys Held by Trustee and Paying Agent Unclaimed
for Two Years	48



 






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	ARTICLE 10 

Miscellaneous Provisions
	 
	Section 10.01.	Incorporators, Stockholders, Officers and Directors of Issuer
Exempt from Individual Liability	48
	Section 10.02.	Provisions of Indenture for the Sole Benefit of Parties
and Securityholders	48
	Section 10.03.	Successors and Assigns of Issuer Bound by Indenture	49
	Section 10.04. 	Notices and Demands
    on Issuer, Trustee and Securityholders	49
	Section 10.05. 	Officers’ Certificates
    and Opinions of Counsel; Statements to Be Contained Therein	49
	Section 10.06. 	Payments Due on Saturdays,
    Sundays and Holidays	50
	Section 10.07. 	Conflict of Any Provision
    of Indenture with Trust Indenture Act of 1939	50
	Section 10.08. 	New York Law to Govern	51
	Section 10.09. 	Counterparts	51
	Section 10.10. 	Effect of Headings	51
	Section 10.11.	Separability Clause	51
	 	 	 
	ARTICLE 11

 Redemption of Securities and Sinking Funds
	 
	Section 11.01.	Applicability of Article	52
	Section 11.02. 	Notice of Redemption;
    Partial Redemptions	52
	Section 11.03.	Payment of Securities Called for Redemption	53
	Section 11.04.	Exclusion of Certain Securities from Eligibility for Selection
for Redemption	54
	Section 11.05.	Mandatory and Optional Sinking Funds	54
	 	 	 
	ARTICLE 12

 Defeasance
	 
	Section 12.01. 	Issuer’s
    Option to Effect Defeasance	56
	Section 12.02. 	Defeasances and Discharge	56
	Section 12.03.	Covenant Defeasance	57
	Section 12.04.	Conditions to Defeasance	57
	Section 12.05. 	Deposited Money and
    U.S	58
	 	 	 
	ARTICLE 13 

Conversion of Securities
	 
	Section 13.01.	Applicability; Conversion Privilege and Conversion Price	59
	Section 13.02.	Exercise of Conversion Privilege	60
	Section 13.03.	Fractions of Shares	60
	Section 13.04. 	Adjustment of Conversion
    Price	61
	Section 13.05. 	Notice of Adjustments
    of Conversion Price	63
	Section 13.06.	Notice of Certain Corporate Action	63
	Section 13.07.	Issuer to Reserve Common Stock	64
	Section 13.08.	Taxes on Conversions	64
	Section 13.09.	Covenant as to Common Stock	64
	Section 13.10. 	Cancellation of Converted
    Securities	64
	Section 13.11.	Provisions in Case of Consolidation, Merger or Sale of Assets	64


 






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THIS SENIOR INDENTURE, dated as of [   ], 2022 between
eos ENERGY enterprises, inc. (the “Issuer”), a corporation organized
under the laws of the State of Delaware, and Wilmington Trust, NATIONAL ASSOCIATION (the
“Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the Issuer has duly authorized the issue
from time to time of its unsecured debentures, notes or other evidences of Indebtedness to be issued in one or more series (the “Securities”)
up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide,
among other things, for the authentication, delivery and administration thereof, the Issuer has duly authorized the execution and delivery
of this Indenture; and


 


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 Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit
of the respective holders from time to time of the Securities or of a series thereof as follows:


 


Article
1

Definitions


 


Section 1.01. Certain Terms Defined.
The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Article. All other terms used
in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which in the Securities Act of 1933 are referred
to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein otherwise
expressly provided or unless the context otherwise clearly requires), shall have the meanings assigned to such terms in said Trust Indenture
Act and in said Securities Act as in force at the date of this Indenture.


 


All accounting terms used herein and not expressly
defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term “generally
accepted accounting principles” means such accounting principles as are generally accepted at the time of any computation. The
words “herein”, “hereof” and “hereunder” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the
meanings assigned to them in this Article and include the plural as well as the singular.


 






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“Board of Directors” means either
the Board of Directors of the Issuer or any committee of such Board duly authorized to act hereunder.


 


“Business Day” means, with
respect to any Security, a day that in New York, New York or the city (or in any of the cities, if more than one) in which amounts
are payable, as specified in the form of such Security, is not a day on which banking institutions are authorized by law or
regulation to close.


 


“Capital Lease Obligations”
means any obligation to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property
that is required to be classified and accounted for as a capital lease obligation under generally accepted accounting principles, and,
for the purposes of this Indenture, the amount of such obligation at any date shall be the capitalized amount thereof at such date, determined
in accordance with such principles.


 


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


 


“Commission” means the Securities
and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after
the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.


 


“Common Stock” means any stock
of any class of the Issuer which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Issuer and which is not subject to redemption by the Issuer.


 


“Consolidated Net Assets” means
the total of all assets (less depreciation and amortization reserves and other valuation reserves and loss reserves) which, under generally
accepted accounting principles, would appear on the asset side of a consolidated balance sheet of the Issuer and its Subsidiaries, less
the aggregate of all liabilities, deferred credits, minority shareholders’ interests in Subsidiaries, reserves and other items which,
under such principles, would appear on the liability side of such consolidated balance sheet, except Funded Indebtedness and Stockholders’
Equity; provided, however, that in determining Consolidated Net Assets, there shall not be included as assets, (a) all assets
(other than goodwill, which shall be included) which would be classified as intangible assets under generally accepted accounting principles,
including, without limitation, patents, trademarks, copyrights and unamortized debt discount and expense, (b) any treasury stock carried
as an asset, or (c) any write-ups of capital assets (other than write-ups resulting from the acquisition of stock or assets of another
corporation or business).


 


“Conversion Price” has the meaning
specified in ‎Section 13.01.


 


“Corporate Trust Office” means
the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered,
which office is, at the date as of which this Indenture is dated, located at 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota
55402 , Attention: EOS Energy Enterprises, Inc., Administrator.


 






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“Depositary” means, with respect
to the Securities of any series issuable or issued in the form of one or more Global Securities, the Person designated as Depositary by
the Issuer pursuant to ‎Section 2.03 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean
or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary”
as used with respect to the Securities of that series shall mean the Depositary with respect to the Global Securities of that series.


 


“Event of Default” means any
event or condition specified as such in ‎Section 4.01.


 


“Funded Indebtedness” of any
Person means all indebtedness for borrowed money created, incurred, assumed or guaranteed in any manner by such Person, and all indebtedness
incurred or assumed by such Person in connection with the acquisition of any business, property or asset, which in each case matures more
than one year after, or which by its terms is renewable or extendible or payable out of the proceeds of similar indebtedness incurred
pursuant to the terms of any revolving credit agreement or any similar agreement at the option of such Person for a period ending more
than one year after the date as of which Funded Indebtedness is being determined (excluding any amount thereof which is included in current
liabilities); provided, however, that Funded Indebtedness shall not include: (a) any indebtedness for the payment, redemption
or satisfaction of which money (or evidences of indebtedness, if permitted under the instrument creating or evidencing such indebtedness)
in the necessary amount shall have been irrevocably deposited in trust with a trustee or proper depository either on or before the maturity
or redemption date thereof or (b) any indebtedness of such Person to any of its subsidiaries or of any subsidiary to such Person or any
other subsidiary or (c) any indebtedness incurred in connection with the financing of operating, construction or acquisition projects,
provided that the recourse for such indebtedness is limited to the assets of such projects.


 


“Global Security” means a Security
evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with ‎Section 2.05, and bearing the legend
prescribed in ‎Section 2.05.


 


“Holder”, “holder of
Securities”, “Securityholder” or other similar terms mean the Person in whose name a Security is registered
in the security register kept by the Issuer for the purpose in accordance with the terms hereof.


 


“Indebtedness” means (a) any
liability of any Person (i) for borrowed money, or any non-contingent reimbursement obligation relating to a letter of credit, or (ii)
evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition
of any businesses, properties or assets of any kind (other than a trade payable or a current liability arising in the ordinary course
of business), or (iii) for the payment of money relating to a Capital Lease Obligation; (b) any liability of others described in the preceding
clause (a) that the Person has guaranteed or that is otherwise its legal liability; and (c) any amendment, supplement, modification, deferral,
renewal, extension or refunding of any liability of the types referred to in clauses (a) and (b) above.


 






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“Indenture” means this instrument
as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall
include the forms and terms of particular series of Securities established as contemplated hereunder.


 


“Interest” means, when used
with respect to non-interest bearing Securities, interest payable after maturity.


 


“Issuer” means Eos Energy Enterprises,
Inc., a corporation organized under the laws of the State of Delaware, and, subject to ‎Article 8, its successors and assigns.


 


“Issuer Order” means a written
statement, request or order of the Issuer signed in its name by the chairman of the Board of Directors, the chief executive officer, chief
financial officer, president, any vice president or the treasurer of the Issuer.


 


“Officers’ Certificate”
means a certificate signed by the chairman of the Board of Directors or the chief executive officer, chief financial officer, president
or any vice president and by the treasurer or the secretary or any assistant secretary of the Issuer and delivered to the Trustee. Each
such certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in ‎Section
10.05 hereof, if and to the extent that such sections are applicable.


 


“Opinion of Counsel” means an opinion in writing
signed by legal counsel who may be an employee of or counsel to the Issuer and who shall be reasonably satisfactory to the Trustee. Each
such opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in ‎Section
10.05 hereof, if and to the extent that such sections are applicable. 


 


“Original Issue Discount Security”
means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration
of the maturity thereof pursuant to ‎Section 4.01.


 


“Outstanding”, when used with
reference to Securities, shall, subject to the provisions of ‎Section
6.04, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except


 


(a) Securities
theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


(b) Securities,
or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for
the holders of such Securities (if the Issuer shall act as its own paying agent), provided that if such Securities, or portions
thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision
reasonably satisfactory to the Trustee shall have been made for giving such notice;


 






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(c) Securities
in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the
terms of ‎Section 2.09 (except with respect to any such Security as to which proof reasonably satisfactory to the Trustee is
presented that such Security is held by a person in whose hands such Security is a legal, valid and binding obligation of the Issuer);
and


 


(d) Securities
converted for Common Stock pursuant to ‎Article 13.


 


In determining whether the holders of the requisite
principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, the principal amount of an Original Issue 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 4.01.


 


“Periodic Offering” means an
offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate
or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto,
are to be determined by the Issuer or its agents upon the issuance of such Securities.


 


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


 


“principal” whenever used with
reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if any”.


 


“Principal Property” means all
property and equipment directly engaged in the exploration, production, refining, marketing and transportation activities of the Issuer
and its Subsidiaries, except any such property and equipment which the Board of Directors declares is not material to the business of
the Issuer and its Subsidiaries taken as a whole.


 


“Responsible Officer” when used
with respect to the Trustee means any officer within the corporate trust department of the Trustee, including any vice president, the
secretary, the treasurer, any senior trust officer, any trust officer, any assistant trust officer, any assistant vice president, any
assistant secretary, any assistant treasurer, or any other officer or assistant officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter
relating to this Indenture is referred because of his knowledge of and familiarity with the particular subject and who, in each case,
shall have direct responsibility for the administration of this Indenture.


 






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“Restricted Subsidiary” means
any Subsidiary of the Issuer that owns a Principal Property and has Stockholders’ Equity that is greater than 2% of the Consolidated
Net Assets of the Issuer.


 


“Security” or “Securities”
has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated and delivered
under this Indenture.


 


“Senior
Funded Indebtedness” means any Funded Indebtedness which is also Senior Indebtedness.


 


“Senior
Indebtedness” shall mean the principal of and premium, if any, and interest on (including interest accruing after the filing
of a petition initiating any proceeding pursuant to any bankruptcy law) and other amounts due on or in connection with any Indebtedness
of the Issuer, whether outstanding on the date of this Indenture or hereafter created, incurred or assumed, unless, in the case of any
particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides
that such Indebtedness shall be subordinated to the Securities. Notwithstanding the foregoing, Senior Indebtedness shall not include Indebtedness
of the Issuer to a Subsidiary of the Issuer for money borrowed or advanced from such Subsidiary.


 


“Stockholders’ Equity”
means the aggregate of (however designated) capital, capital stock (including preferred stock), capital surplus, capital in excess of
par value of stock, earned surplus, net income retained for use in the business and cumulative foreign exchange translation adjustments,
after deducting the cost of shares of the Issuer held in its treasury.


 


“Subsidiary” means (a) any corporation
of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors thereof is at the time directly or indirectly owned by the Issuer or by the Issuer and one or more
Subsidiaries or by one or more Subsidiaries, and (b) any limited partnership in which the Issuer or a Subsidiary is a general partner
and in which more than 50% of the voting interests thereof is at the time directly or indirectly owned by the Issuer or by the Issuer
and one or more Subsidiaries or by one or more Subsidiaries. The term “subsidiary”, when used with respect to any Person
other than the Issuer, shall have a meaning correlative to the foregoing.


 


“Trust Indenture Act of 1939”
(except as otherwise provided in ‎Section 7.01 and ‎7.02)
means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was originally executed.


 


“Trustee” means the Person identified
as “Trustee” in the first paragraph hereof and, subject to the provisions of ‎Article
5, shall also include any successor trustee. “Trustee” shall also 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 the Securities of such series.


 






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“U.S. Government Obligations”
shall have the meaning set forth in ‎Section 9.01.


 


“vice president” when used with
respect to the Issuer or the Trustee, means any vice president, whether or not designated by a number or a word or words added before
or after the title of “vice president”.


 


“Yield to Maturity” means the
yield to maturity on a series of Securities, calculated at the time of issuance of such series, or, if applicable, at the most recent
redetermination of interest on such series, and calculated in accordance with accepted financial practice.


 


Article
2

Securities


 


Section 2.01. Forms Generally. The
Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or
pursuant to a resolution of the Board of Directors (as set forth in such resolution or, to the extent established pursuant to rather
than set forth in such resolution, an Officers’ Certificate detailing such establishment) or in one or more 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 imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with
any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. In the case of any conflict between the terms of the Securities and
the terms of the Indenture, the terms of the Indenture shall control.


 


The definitive Securities shall be printed, lithographed
or engraved on steel engraved borders, all as determined by the officers executing such Securities, as evidenced by their execution of
such Securities.


 


Section 2.02. Form of Trustee’s
Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially the
following form:


 


This is one of the Securities of the series designated
herein and referred to in the within-mentioned Indenture.


 


	 	Wilmington Trust, National Association, 
	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Officer



 


Section 2.03. Amount Unlimited; Issuable
in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is
unlimited.


 






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The Securities may be issued in one or more series.
There shall be established in or pursuant to a resolution of the Board of Directors and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,


 


(a) the
title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);


 


(b) any
limit upon the aggregate principal amount of the Securities of the series that 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 2.08, ‎2.09, ‎2.11, ‎7.05 or ‎11.03);


 


(c) the
date or dates on which the principal of the Securities of the series is payable;


 


(d) if
other than the coin or currency of the United States, the coin or currency in which the Securities of that series are denominated, the
coin or currency in which payment of the principal of or interest, if any, on the Securities of that series shall be payable and the method
of valuing that coin or currency for purposes of determining the aggregate principal amount of Securities of that series then Outstanding
and the amount to be paid to satisfy a judgment denominated in the coin or currency of the United States;


 


(e) the
rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate shall be determined,
the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record
dates for the determination of Holders to whom interest is payable;


 


(f) the
place or places where the principal of and any interest on Securities of the series shall be payable (if other than as provided in ‎Section
3.02);


 


(g) the
price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;


 


(h) if
other than minimum denominations of $1,000 and any multiple thereof, the denominations in which Securities of the series shall be issuable;


 


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


 


(j) if
other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration
of acceleration of the maturity thereof pursuant to ‎Section 4.01 or provable in bankruptcy pursuant to ‎Section
4.02;


 






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(k) if
the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index based
on a coin or currency other than that in which the Securities of the series are denominated, the manner in which such amounts shall be
determined;


 


(l) whether
and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a person who is not a U.S.
person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option
to redeem such Securities rather than pay such additional amounts;


 


(m) any
trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;


 


(n) any
other events of default or covenants with respect to the Securities of such series;


 


(o) whether
the Securities of the series shall be issued in the form of one or more Global Securities and, in such case, the Depositary for such Global
Security or Global Securities;


 


(p) the
terms and conditions, if any, pursuant to which the Securities of the series are convertible into Common Stock of the Issuer; and


 


(q) any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).


 


All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors
or Officers’ Certificate or in any such indenture supplemental hereto. 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 such a resolution
of the Board of Directors, such Officers’ Certificate or in any such indenture supplemental hereto.


 


Section 2.04.Authentication and Delivery
of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities
of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such
Securities pursuant to an Issuer Order, or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified
from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms of the Securities of such
series may, if not previously established by a resolution of the Board of Directors, Officers’ Certificate or indenture supplemental
hereto pursuant to ‎Section 2.03, be determined by or pursuant to such Issuer Order and
procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to instructions from
the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. In authenticating such Securities
and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive
(in the case of subparagraphs ‎(a), ‎(b),
‎(c) and ‎(d) below only at or before
the time of the first request of the Issuer to the Trustee to authenticate Securities of such series), and (subject to ‎Section
5.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:


 


(a) a
copy of any resolution or resolutions of the Board of Directors relating to such series, in each case certified by the Secretary or an
Assistant Secretary of the Issuer;


 






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(b) an
executed supplemental indenture, if any;


 


(c) an
Officers’ Certificate setting forth the form and terms, or the manner of establishing the terms, of the Securities as required pursuant
to ‎Section 2.01 and 2.03, respectively and prepared in accordance with ‎Section 10.05;


 


(d) an
Opinion of Counsel, prepared in accordance with ‎Section 10.05, to the effect that


 


(i) the
form or forms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture
as permitted by ‎Section 2.01 and ‎2.03 in conformity with the provisions of this Indenture;


  


(ii) in
the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions
of this Indenture, and, in the case of a Periodic Offering, certain terms of the Securities have been established pursuant to a resolution
of the Board of Directors, an Officers’ Certificate or a supplemental indenture in accordance with this Indenture, and when such
other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will
have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture;


 


(iii) such
Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer;


 


(iv) all
laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and


 


(v) covering
such other matters as the Trustee may reasonably request; and


 






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(e) an
Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer,
provided that, with respect to Securities of a series subject to a Periodic Offering, (i) such Issuer Order may be delivered by
the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (ii) the Trustee shall
authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding
the aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee
as may be specified from time to time by an Issuer Order, (c) the maturity date or dates, original issue date or dates, interest rate
or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d)
if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions
from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing.


 


The Trustee shall have the right to decline to
authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not
lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or
a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal
liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture
or otherwise.


 


Section 2.05. Execution of Securities.
The Securities shall be signed on behalf of the Issuer by both (a) the chairman of its Board of Directors or any vice chairman of
its Board of Directors or its chief executive officer, chief financial officer, president or any vice president and (b) by its
treasurer or any assistant treasurer or its secretary or any assistant secretary, under its corporate seal (if any) which may, but
need not, be attested. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The
seal of the Issuer (if any) may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal (if any) or any
such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the
Trustee.


 


In case any officer of the Issuer who shall have
signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the
Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person
who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of
the execution and delivery of this Indenture any such person was not such an officer.


 






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If the Issuer shall establish pursuant to ‎Section
2.03 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and
the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more
Global Securities that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series having the same terms issued and not yet canceled, shall be registered in the name of the Depositary for such
Global Security or Global Securities or the nominee of such Depositary, (c) shall be delivered by the Trustee to such Depositary or pursuant
to such Depositary’s instructions and (d) shall bear a legend substantially to the following effect:


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF SUCH DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


Each Depositary designated pursuant to ‎Section
2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and any other applicable statute or regulation.


 


Notwithstanding any other provision of this ‎Section
2.05, unless and until it is exchanged in whole or in part for Securities in definitive form, a Global Security representing all or a
portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such
nominee to a successor Depositary for such series or a nominee of such successor Depositary.


 


If at any time the Depositary for any Securities
of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary
for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under this ‎Section
2.05, the Issuer shall appoint a successor Depositary eligible under this ‎Section
2.05 with respect to such Securities. If a successor Depositary eligible under this ‎Section
2.05 for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such
ineligibility, the Issuer’s election pursuant to ‎Section 2.03
that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the
Trustee, upon receipt of an Officers’ Certificate for the authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in
an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing such Securities in
exchange for such Global Security or Global Securities.


 


The Issuer may at any time and in its sole discretion
determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global
Security or Global Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication
and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered
form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security
or Global Securities representing such Securities, in exchange for such Global Security or Global Securities.


 






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If specified by the Issuer pursuant to ‎Section
2.03 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security
in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the
Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,


 


(a) to
the Person specified by such Depositary a new Security or Securities of the same series, of any authorized denominations as requested
by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security;
and


 


(b) to
such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (a) above.


 


Upon the exchange of a Global Security for Securities
in definitive registered form without coupons, in authorized denominations, such Global Security shall be canceled by the Trustee or an
agent of the Issuer or the Trustee. Securities in definitive registered form without coupons issued in exchange for a Global Security
pursuant to this ‎Section 2.05 shall be registered in such names and
in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities
to or as directed by the Persons in whose names such Securities are so registered.


 


Section 2.06. Certificate of
Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized 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 Issuer 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.


 


Section 2.07.Denomination and Date of Securities;
Payments of Interest. The Securities shall be issuable as registered securities without coupons and in denominations as shall be specified
as contemplated by ‎Section 2.03. In the absence of any such specification with respect
to the Securities of any series, the Securities of such series shall be issuable in minimum denominations of $1,000 and any multiple thereof.
The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plan as the officers
of the Issuer executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.


 






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Each Security shall be dated the date of its authentication,
shall bear interest, if any, from such date and shall be payable on the dates, in each case, which shall be specified as contemplated
by ‎Section 2.03.


 


The person in whose name any Security of any series
is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date
for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer
or exchange of such Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Issuer
shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest
shall be paid to the persons in whose names Outstanding Securities for such series are registered at the close of business on a subsequent
record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice
given by mail by or on behalf of the Issuer to the holders of Securities not less than 15 days preceding such subsequent record date.
The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest)
shall mean the date specified as such in the terms of the Securities of any particular series, or, if no such date is so specified, if
such interest payment date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such interest
payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business
Day.


 


Section 2.08.Registration, Transfer and
Exchange. The Issuer will keep or cause to be kept at each office or agency to be maintained for the purpose as provided in ‎Section
3.02 a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register
the transfer of, Securities as in this Article provided. Such register shall be in written form in the English language or in any other
form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open
for inspection by the Trustee.


 


Upon due presentation for registration of transfer
of any Security of any series at any such office or agency to be maintained for the purpose as provided in ‎Section
3.02, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security
or Securities of the same series in authorized denominations for a like aggregate principal amount.


 


Any Security or Securities of any series may be
exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount. Securities
of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided
in ‎Section 3.02, and the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor the Security or Securities of the same series which the Securityholder making the exchange
shall be entitled to receive, bearing numbers not contemporaneously outstanding.


 






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All Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form reasonably satisfactory to the Issuer and the Trustee duly executed by, the holder or his
attorney duly authorized in writing.


 


The Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities.
No service charge shall be made for any such transaction.


 


The Issuer shall not be required to exchange or
register a transfer of (a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption
of Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption except, in the case
of any Security where notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed.


 


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


 


The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security (including any transfers between or among participants, members or beneficial
owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for
any actions taken or not taken by DTC.


 


Section 2.09. Mutilated, Defaced,
Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall become mutilated, defaced or be
destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the
Trustee shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated or defaced Security, or in lieu of and substitution for the Security so destroyed, lost
or stolen. In every case, the applicant for a substitute Security shall furnish to the Issuer and to the Trustee and any agent of
the Issuer or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them
harmless and, in every case of destruction, loss or theft, shall furnish evidence to their reasonable satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof.


 






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Upon the issuance of any substitute Security, the
Issuer 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. In case any Security which has matured or
is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer
may instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of
a mutilated or defaced Security), if the applicant for such payment shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their
reasonable satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.


 


Every substitute Security of any series issued
pursuant to the provisions of this Section by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute
an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable
by anyone and that substitute Security shall be entitled to all the benefits of (but shall be subject to all the limitations of rights
set forth in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and delivered
hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions
are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without their surrender.


 


Section 2.10. Cancellation of Securities;
Disposition Thereof. All Securities surrendered for payment, redemption, registration of transfer or exchange, or for credit against
any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or of the Trustee, shall
be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be canceled by it; and no Securities shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Securities
held by it in accordance with its customary procedures and deliver a certificate of cancellation to the Issuer. If the Issuer shall acquire
any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee for cancellation.


 


Section 2.11.Temporary Securities. Pending
the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary
Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form reasonably satisfactory to
the Trustee). Temporary Securities of any series shall be issuable as registered Securities without coupons, of any authorized denomination,
and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Issuer with the concurrence of the Trustee. Temporary Securities
may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the
Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the
definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained
by the Issuer for that purpose pursuant to ‎Section 3.02, and the Trustee shall authenticate
and deliver in exchange for such temporary Securities of such series a like aggregate principal amount of definitive Securities of the
same series of authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series.


 






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Section 2.12.Computation of Interest.
Except as otherwise specified as contemplated by ‎Section 2.03 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a 360 day year of twelve 30-day months.


 


Article
3

Covenants of the Issuer and the Trustee


 


Section 3.01. Payment of Principal and
Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or
cause to be paid the principal of, and interest on, each of the Securities of such series at the place or places, at the respective
times and in the manner provided in such Securities. Each installment of interest on the Securities of any series may be paid by
mailing checks for such interest payable to or upon the written order of the holders of Securities entitled thereto as they shall
appear on the registry books of the Issuer.


 


Section 3.02.Offices for Payments, Etc.
So long as any of the Securities remain Outstanding, the Issuer will maintain in The City of New York, the following for each series:
an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration
of transfer and for exchange as in this Indenture provided, (c) where Securities may be surrendered for conversion and (d) where notices
and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee
written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance
with ‎Section 2.03, the Issuer hereby initially designates the Corporate Trust Office
as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office
or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be
made and notices may be served at the Corporate Trust Office.


 


Section 3.03.Appointment to Fill a Vacancy
in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner
provided in ‎Section 5.09, a Trustee, so that there shall at all times be a Trustee with
respect to each series of Securities hereunder.


 






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Section 3.04. Paying Agents. Whenever
the Issuer shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying
agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions
of this Section,


 


(a) that
it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series (whether
such sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the benefit of Trustee
and the holders of the Securities of such series or of the Trustee,


 


(b) that
it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any payment
of the principal of or interest on the Securities of such series when the same shall be due and payable, and


 


(c) that
it will pay any such sums so held by it in trust to the Trustee upon the Trustee’s written request at any time during the continuance
of the failure referred to in clause ‎(b) above.


 


The Issuer will, on or prior to each due date of
the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or
interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to
take such action.


 


If the Issuer shall act as its own paying agent
with respect to the Securities of any series, it will, on or before each due date of the principal of or interest on the Securities of
such series, set aside, segregate and hold in trust for the benefit of the Trustee and the holders of the Securities of such series a
sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such
action. Upon any Event of Default under Section 4.01(e) or Section 4.01(f), the Trustee shall automatically become the paying agent.


 


Anything in this Section to the contrary notwithstanding,
the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities
hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or
any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.


 


Anything in this Section to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section is subject to the provisions of ‎Section
9.03 and 9.04.


 


Section 3.05. Certificate of the
Issuer. The Issuer will deliver to the Trustee, on or before a date not more than 120 days after the end of each fiscal year of
the Issuer ending after the date of this Indenture, a written statement signed by the following officers (one of whom shall be the
principal executive, financial or accounting officer of the Issuer): the Chairman, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Comptroller, an Assistant Comptroller, the Secretary or the Assistant Secretary of the
Issuer, stating whether or not, after a review under each signer’s supervision of the activities of the Issuer during such
year and of the Issuer’s performance under this Indenture, to the best knowledge, based on such review, of the signers
thereof, the Issuer has fulfilled all of its obligations, conditions and covenants under this Indenture throughout such year, and,
if there has been a default in the fulfillment of any such obligation, condition or covenant specifying each default and the nature
and status thereof.


 






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Section 3.06.Securityholders Lists.
If and so long as the Trustee shall not be the Security registrar for the Securities of any series, the Issuer will furnish or cause to
be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the holders of the
Securities of such series pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than 15 days after each
record date for the payment of interest on such Securities, as hereinabove specified, as of such record date and on dates to be determined
pursuant to ‎Section 2.03 for non-interest bearing securities in each year, and (b) at
such other times as the Trustee may request in writing, within thirty days after receipt by the Issuer of any such request as of a date
not more than 15 days prior to the time such information is furnished.


 


Section 3.07. Reports by the Issuer.
The Issuer covenants to deliver to the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies
of the annual reports and of the information, documents, and other reports which the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 or pursuant to Section 314 of the Trust Indenture Act of
1939.


 


Section 3.08. Reports by the Trustee.
Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before July
15 in each year following the date hereof, so long as any Securities are Outstanding hereunder, and shall be dated as of a date
convenient to the Trustee no more than 60 nor less than 45 days prior thereto. At the time it delivers such report, the Trustee
shall deliver a copy thereof to the Issuer.


 


Article
4

Remedies of the Trustee and Securityholders on Event of Default


 


Section 4.01. Event of Default Defined;
Acceleration of Maturity; Waiver of Default. “Event of Default” with respect to Securities of any series
wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(a) default
in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of 30 days; or


 






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(b) default
in the payment of all or any part of the principal on any of the Securities of such series as and when the same shall become due and payable
either at maturity, upon redemption, by declaration or otherwise; or


 


(c) default
in the payment of any sinking fund installment as and when the same shall become due and payable by the terms of the Securities of such
series; or


 


(d) default
in the performance, or breach, of any covenant or warranty of the Issuer in respect of the Securities of such series (other than a covenant
or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified
mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; or


 


(e) a
court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding
up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive
days; or


 


(f) the
Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law at the date of this Indenture
or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment
of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or
for any substantial part of its property, or make any general assignment for the benefit of creditors;


 


(g) an
event of default, as defined in any indenture or instrument evidencing or securing or under which the Issuer has at the date of this Indenture
or shall hereafter have outstanding, any Indebtedness in an amount exceeding $[   ], which default shall involve (i) the failure by the
Issuer to make any payment when such Indebtedness is due and payable after demand has been made and the passage of any applicable grace
period and such failure shall have continued for a period of thirty days after written notice thereof to the Issuer and the Trustee by
the holders of not less than 25% in aggregate principal amount of the Securities of such series or (ii) a default in the payment of interest,
premium, principal or a default in the payment of a sinking fund or redemption payment, which shall have resulted in such Indebtedness
having been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise become
due and payable, and such acceleration shall not be stayed, rescinded or annulled within ten days after written notice thereof to the
Issuer and the Trustee by the holders of at least 25% in aggregate principal amount of the Securities of such series; provided,
however, that if such event of default under such indenture or instrument shall be remedied or cured by the Issuer or be waived
by the holders of such Indebtedness before any judgment or decree for the payment of the moneys due shall have been obtained or entered,
then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without
further action upon the part of either the Trustee or any of the holders of the Securities of such series; or


 






    25


     


    

 


(h) any
other Event of Default provided in the supplemental indenture or provided in or pursuant to the resolution of the Board of Directors under
which such series of Securities is issued or in the form of Security for such series.


 


If an Event of Default with respect to Securities
of such series occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities of such
series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount
of the Securities of such series then Outstanding hereunder (each such series voting as a separate class) by notice in writing to the
Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of such series are Original
Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of
such series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall
become immediately due and payable.


 


The foregoing provisions, however, are subject
to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion
of the principal as may be specified in the terms thereof) of the Securities of any series shall have been so declared due and payable,
and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer
shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such
series and the principal of any and all Securities of such series which shall have become due otherwise than by acceleration (with interest
upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest,
at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities
of such series to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of the Trustee’s own gross negligence or willful misconduct as determined by a final non-appealable order of a court
of competent jurisdiction, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Securities
which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein—then and in
every such case the holders of a majority in aggregate principal amount of all the Securities of such series, each series voting as a
separate class, then Outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults with respect to such series
and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default or shall impair any right consequent thereon.


 






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For all purposes under this Indenture, if a portion
of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions
hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original
Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and
payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result
of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full
of such Original Issue Discount Securities.


 


The Trustee shall not be charged with notice of
any event of default referred to in ‎Section 4.01(g) unless (i) an
officer of the Trustee assigned to its Corporate Trustee Administration Department shall have actual knowledge thereof or (ii) the Trustee
shall have received written notice thereof from the Issuer, the holder of any Indebtedness referred to in ‎Section
4.01(g) or the holders of not less than 25% in aggregate principal amount of the Securities of any series.


 


Section 4.02. Collection of Indebtedness
by Trustee; Trustee May Prove Indebtedness. The Issuer covenants that (x) in case default shall be made in the payment of any installment
of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued
for a period of 30 days or (y) in case default shall be made in the payment of all or any part of the principal of any of the Securities
of any series when the same shall have become due and payable, whether upon maturity of the Securities of such series or upon any redemption
or by declaration or otherwise—then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders
of the Securities of such series the whole amount that then shall have become due and payable on all Securities of such series for principal
or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee
and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee except as a result of the Trustee’s own gross negligence or willful misconduct
as determined by a final non-appealable order of a court of competent jurisdiction.


 


Until such demand is made by the Trustee, the Issuer
may pay the principal of and interest on the Securities of any series to the registered holders, whether or not the principal of and interest
on the Securities of such series be overdue.


 






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In case the Issuer shall fail forthwith to pay
such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute
any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings
to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities
and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities, wherever situated,
the moneys adjudged or decreed to be payable.


 


In case there shall be pending proceedings relative
to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state
bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors
or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any 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 pursuant
to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:


 


(a) to
file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect
of the Securities of any series, 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 reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee, except as a result of the Trustee’s own gross negligence or willful misconduct as determined by a final non-appealable
order of a court of competent jurisdiction) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other
obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor,


 


(b) unless
prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee
or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings, and


 


(c) to
collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or
other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the
Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient
to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of the
Trustee’s own gross negligence or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction
and all other amounts due to the Trustee or any predecessor Trustee pursuant to ‎Section 5.06.


 






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Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan or reorganization, arrangement,
adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy
or similar person.


 


All rights of action and of asserting claims under
this Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or the
production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall
be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, liabilities
incurred, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be
for the ratable benefit of the holders of the Securities in respect of which such action was taken.


 


In any proceedings brought by the Trustee (and
also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee
shall be held to represent all the holders of the Securities in respect to which such action was taken, and it shall not be necessary
to make any holders of such Securities parties to any such proceedings.


 


Section 4.03. Application of Proceeds.
Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the
date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the
payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series
if only partially paid, or upon surrender thereof if fully paid:


 


FIRST: To the payment of costs and expenses
applicable to such series in respect of which monies have been collected, including reasonable compensation to the Trustee and each predecessor
Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee except as a result of the Trustee’s own gross negligence or willful misconduct as determined by a final
non-appealable order of a court of competent jurisdiction, and all other amounts due to the Trustee or any predecessor Trustee pursuant
to ‎Section 5.06;


 






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SECOND: In case the principal of the
Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment
of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest
(to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments
to be made ratably to the persons entitled thereto, without discrimination or preference;


 


THIRD: In case the principal of the Securities
of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the
whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue principal,
and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series;
and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then
to the payment of such principal and interest or Yield to Maturity, without preference or priority of principal over interest or Yield
to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest,
or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid
interest or Yield to Maturity; and


 


FOURTH: To the payment of the remainder,
if any, to the Issuer or any other person lawfully entitled thereto.


 


Section 4.04. Suits for Enforcement.
In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this
Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.


 


Section 4.05. Restoration of Rights on
Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then
and in every such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and
all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as though no such proceedings had
been taken.


 






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Section 4.06.Limitations on Suits by Securityholders.
No Holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made
written request upon the Trustee to institute such action or proceedings in its own name as Trustee hereunder and shall have offered,
and if requested, provided to the Trustee such indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute
any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to
‎Section 4.09; it being understood and intended, and being expressly covenanted by the
Holder of every Security with every other Holder and the Trustee, that no one or more Holders of Securities of any series shall have any
right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of
any other such Holder of Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce
any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities
of the applicable series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the
Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 4.07. Unconditional Right of
Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any
Security, the right of any Holder of any Security to receive payment of the principal of and interest on such Security on or after
the respective due dates expressed or provided for in such Security, or to institute suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the consent of such Holder.


 


Section 4.08.Powers and Remedies Cumulative;
Delay or Omission Not Waiver of Default. Except as provided in Sections ‎2.09 and
‎4.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Securityholders
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.


 


No delay or omission of the Trustee or of any Securityholder
to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to ‎Section
4.06, every power and remedy given by this Indenture or by law to the Trustee or to the Securityholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.


 






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Section 4.09.Control by Securityholders.
The Holders of a majority in aggregate principal amount of the Securities of each series affected (with each series voting as a separate
class) at the time Outstanding 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 by this
Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture
and provided further that (subject to the provisions of ‎Section 5.01) the Trustee
shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action
or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee
or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would
involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified
in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not
joining in the giving of said direction, it being understood that (subject to ‎Section
5.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders.


 


Nothing in this Indenture shall impair the right
of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or
directions by Securityholders.


 


Section
4.10.Waiver of Past Defaults. Prior to a declaration of the acceleration of the maturity of the Securities of any series as
provided in ‎Section 4.01, the Holders of a majority in aggregate principal amount of the Securities of such series at the
time Outstanding (each such series voting as a separate class) may on behalf of the Holders of all the Securities of such series waive
any past default or Event of Default described in clause ‎(d) or ‎(g) of ‎Section 4.01 which relates
to less than all series of Securities then Outstanding, except a default in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of each Holder affected as provided in ‎Section 7.02. Prior to a declaration of acceleration
of the maturity of the Securities of any series as provided in ‎Section 4.01, the Holders of Securities of a majority in principal
amount of all the Securities then Outstanding (voting as one class) may on behalf of all Holders waive any past default or Event of Default
referred to in said clause ‎(d) or ‎(g) which relates to all series of Securities then Outstanding, or described
in clause ‎(e) or ‎(f) of ‎Section 4.01, except a default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of each Security affected as provided in ‎Section
7.02. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Securities of each series affected shall be restored
to their former positions and rights hereunder, respectively.


 


Upon any such waiver, such default shall cease
to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have
been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.


 






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Section 4.11. Trustee to Give Notice of
Default, But May Withhold in Certain Circumstances. The Trustee shall give to the Securityholders of any series, as the names
and addresses of such Holders appear on the registry books, notice by mail of all defaults known to the Trustee which have occurred
with respect to such series, such notice to be transmitted within the later of 90 days after the occurrence thereof of which a
Responsible Officer has actual knowledge or the date on which a Responsible Officer obtains actual knowledge, unless such defaults
shall have been cured before the giving of such notice (the term “default” or “defaults” for
the purposes of this Section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both
would become, an Event of Default); provided that, except in the case of default in the payment of the principal of or
interest on any of the Securities of such series, or in the payment of any sinking or purchase fund installment with respect to the
Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors or trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the Securityholders of such series.


 


Section 4.12.Right of Court to Require Filing
of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims
or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Securityholder or group of Securityholders of any series holding in the aggregate more than 10% in aggregate
principal amount of the Securities of such series, or, in the case of any suit relating to or arising under clauses ‎(d)
or ‎(g) of ‎Section 4.01 (if the suit
relates to Securities of more than one but less than all series), 10% in aggregate principal amount of Securities Outstanding affected
thereby, or in the case of any suit relating to or arising under clauses ‎(d) or
‎(g) (if the suit relates to all the Securities then Outstanding), ‎(e)
or ‎(f) of ‎Section 4.01, 10% in aggregate
principal amount of all Securities Outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of
the principal of or interest on any Security on or after the due date expressed in such Security.


 


Article
5

Concerning the Trustee


 


Section 5.01. Duties and Responsibilities
of the Trustee; During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder, the Trustee,
prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of
all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has
not been cured or waived) the Trustee shall with respect to such series of Securities exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.


 






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No provision of this Indenture shall be construed
to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful
misconduct, except that


 


(a) prior
to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all such Events
of Default with respect to such series which may have occurred:


 


(i) the
duties and obligations of the Trustee with respect to the Securities of such series shall be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


 


(ii) in
the absence of gross negligence or willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether
or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations
or other facts stated therein);


 


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


 


(c) the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction
of the Holders pursuant to ‎Section 4.09 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;


 


(d) whether
or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection
to, the Trustee shall be subject to the provisions of this Section; and


 






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(e) in
the event that the Trustee is also acting as custodian, note registrar, paying agent, conversion agent or transfer agent hereunder, the
rights and protections afforded to the Trustee pursuant to this Article 5 or elsewhere in this Indenture shall also be afforded to such
custodian, note registrar, paying agent, conversion agent or transfer agent.


 


None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers.


 


The provisions of this ‎Section
5.01 are in furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act of 1939.


 


Section 5.02.Certain Rights of the Trustee.
In furtherance of and subject to the Trust Indenture Act of 1939, and subject to ‎Section
5.01:


 


(a) the
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate or any other
certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other
paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(b) any
request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless
other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer;


 


(c) the
Trustee may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;


 


(d) the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by
agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;


 


(e) the
Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction
of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered, and if requested
provided to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred
therein or thereby;


 






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(f) the
Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Indenture;


 


(g) prior
to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested
in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected
then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to the Trustee against such expenses
or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid
by the Trustee or any predecessor trustee, shall be repaid by the Issuer upon demand;


 


(h) the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians,
nominees or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part
of any such agent, custodian, nominee or attorney appointed with due care by it hereunder;


 


(i) before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/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 an Officer’s Certificate or Opinion of Counsel;


 


(j) the
permissive rights of the Trustee enumerated herein shall not be construed as duties;


 


(k) in
no event shall the Trustee be liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action; and


 


(l) Trustee
shall not be charged with knowledge of any Default or Event of Default with respect to the Securities, unless either (1) a Responsible
Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall
have been given to the Trustee by the Issuer or by any Holder of the Securities at the Corporate Trust Office and such notice states that
it is a “Notice of Default.”


 






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Section 5.03. Trustee Not Responsible for
Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except
the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities.
The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof.





 


Section 5.04. Trustee and Agents May Hold
Securities, Etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or any other capacity, may become the owner
or pledgee of Securities with the same rights it would have if it were not the Trustee or such agent and may otherwise deal with the Issuer
and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee or such
agent.


 


Section 5.05. Moneys Held by Trustee.
Subject to the provisions of ‎Section 9.04 hereof, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated
from other funds except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or the
Trustee shall be under any liability for interest on any moneys received by it hereunder.


 


Section 5.06. Compensation and Indemnification
of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express
trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly
in its employ) except to the extent any such expense, disbursement or advance may arise from its own gross negligence or willful misconduct
as determined by a final non-appealable order of a court of competent jurisdiction. The Issuer also covenants to indemnify the Trustee
and each predecessor Trustee for, and to hold it harmless against, any loss, liability or expense arising out of or in connection with
the acceptance or administration of this Indenture or the trusts hereunder and the performance of its duties hereunder, including the
costs and expenses of defending itself against or investigating any claim of liability in the premises, except to the extent such loss,
liability or expense is due to the gross negligence or willful misconduct of the Trustee as determined by a final non-appealable order
of a court of competent jurisdiction. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute
additional Indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee. Such additional Indebtedness shall be a senior lien to that of the Securities upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities, and the Securities are hereby
subordinated to such senior lien.


 






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Without prejudice to any other rights available
to the Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after
an Event of Default specified in Section 4.01(e) or Section 4.01(f) occurs, the expenses and the compensation for the services are intended
to constitute expenses of administration under any bankruptcy, insolvency or similar laws.








 


Section 5.07. Right of Trustee to Rely on
Officers’ Certificate, Etc. Subject to Sections ‎5.01 and ‎5.02,
whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved
or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to
be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence
of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered
or omitted by it under the provisions of this Indenture upon the faith thereof.


 


Section 5.08. Persons Eligible for Appointment
as Trustee. The Trustee for each series of Securities hereunder shall at all times be a corporation having a combined capital and
surplus of at least $50,000,000, and which is eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act
of 1939. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of a Federal, State
or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.


 


Section 5.09. Resignation and Removal; Appointment
of Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to
one or more or all series of Securities by giving written notice of resignation to the Issuer and by mailing notice thereof by first class
mail to Holders of the applicable series of Securities at their last addresses as they shall appear on the Security register. Upon receiving
such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by
written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect
to any series and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning trustee may petition
any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder
of a Security or Securities of the applicable series for at least six months may, subject to the provisions of ‎Section
4.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


(b) In
case at any time any of the following shall occur:


 


(i) the
Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities
after written request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of such
series for at least six months; or


 






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(ii) the
Trustee shall cease to be eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act of 1939 and shall fail
to resign after written request therefor by the Issuer or by any Securityholder; or


 


(iii) the
Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a
receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;


 


then, in any such case, the Issuer may remove the Trustee with respect
to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by
order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy
to the successor trustee, or, subject to Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has been a bona fide
Holder of a Security or Securities of such series for at least six months may on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to
such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint
a successor trustee.


 


(c) The
Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering
to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in ‎Section 6.01
of the action in that regard taken by the Securityholders.


 


(d) Any resignation or removal of the Trustee
with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of
this ‎Section 5.09 shall become effective upon acceptance of appointment by the successor trustee as provided in ‎Section
5.10.


 


Section 5.10. Acceptance of Appointment by
Successor Trustee. Any successor trustee appointed as provided in ‎Section 5.09
shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective
and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such
series hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges
then unpaid, the trustee ceasing to act shall, subject to ‎Section 9.04, pay over to
the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall
execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a senior lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of ‎Section
5.06.










 






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If a successor trustee is appointed with respect
to the Securities of one or more (but not all) series, the Issuer, the predecessor Trustee and each successor trustee with respect to
the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect
to the Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall 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, it being understood that nothing herein or in such supplemental indenture shall constitute
such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts under separate indentures.


 


Upon acceptance of appointment by any successor
trustee as provided in this ‎Section 5.10, the Issuer shall mail notice
thereof by first-class mail to the Holders of Securities of any series for which such successor trustee is acting as trustee at their
last addresses as they shall appear in the Security register. If the acceptance of appointment is substantially contemporaneous with the
resignation, then the notice called for by the preceding sentence may be combined with the notice called for by ‎Section
5.09. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Issuer.





 


Section 5.11. Merger, Conversion,
Consolidation or Succession to Business of Trustee. Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be eligible under the provisions of ‎Section
5.08, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.





 


In case at the time such successor to the Trustee
shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so
authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that
the certificate of the Trustee shall have; provided, that the right to adopt the certificate of authentication of any predecessor
Trustee or to authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.


 






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Section 5.12. Preferential Collection of
Claims Against the Issuer. Reference is made to Section 311 of the Trust Indenture Act of 1939, as amended.


 


Section 5.13. Limitation on Rights of Trustee
as Creditor. If and when the Trustee shall be or become a creditor of the Issuer (or any other obligor upon the Securities under this
Indenture), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of the claims against the
Issuer (or any such other obligor).


 


Section 5.14. Reports by the Trustee.
Within 60 days after each [   ] beginning with the [   ] following the date of this Indenture, and for
so long as any Securities remain outstanding, the Trustee will send to the Holders of the Notes a brief report dated as of such reporting
date that complies with Section 313(a) of the Trust Indenture Act of 1939 (but if no event described in such Section 313(a) of
the Trust Indenture Act of 1939 has occurred within the twelve months preceding the reporting date, no report need be sent). At the time
it delivers such report, the Trustee shall deliver a copy thereof to the Company.


 


Article
6

Concerning the Securityholders


 


Section 6.01. Evidence of Action Taken by
Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders in person or
by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to ‎Section 5.01 and ‎5.02)
conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Article.


 


Section 6.02. Members of, or participants in,
the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary, or its custodian, or under such Global Securities. The Depositary may be treated by the Issuer, any other obligor
upon the Securities, the Trustee and any agent of any of them as the absolute owner of the Global Securities for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Issuer, any other obligor upon the Securities, the Trustee or any agent
of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as
between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial
owner of any Security. The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and
Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the
Securities.


 






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Section 6.03. Proof of Execution of Instruments
and of Holding of Securities; Record Date. Subject to Sections ‎5.01 and ‎5.02,
the execution of any instrument by a Securityholder or his agent or proxy may be proved in accordance with such reasonable rules and regulations
as may be prescribed by the Trustee or in such manner as shall be reasonably satisfactory to the Trustee. The holding of Securities shall
be proved by the Security register or by a certificate of the registrar thereof. The Issuer may set a record date for purposes of determining
the identity of holders of Securities of any series entitled to vote or consent to any action referred to in ‎Section
6.01 which record date may be set at any time or from time to time by notice to the Trustee, for any date or dates (in the case of any
adjournment or reconsideration) not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, only holders of Securities of such series of record on such record date shall
be entitled to so vote or give such consent or revoke such vote or consent.





 


Section 6.04. Holders to Be Treated as Owners.
The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the person in whose name any Security shall be registered
upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding
any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject
to the provisions of this Indenture, interest on such Security and for all other purposes; and neither the Issuer nor the Trustee nor
any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such person,
or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Security.


 


Section 6.05. Securities Owned by Issuer
Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of
any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Issuer or
any other obligor on the Securities or by any person directly or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or any other obligor on the Securities shall be disregarded and deemed not to be Outstanding for the purpose of
any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction,
consent or waiver only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the reasonable satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any
person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor
on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made
by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officers’
Certificate listing and identifying all Securities, if any, known by the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections ‎5.01 and ‎5.02,
the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of
the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.


 






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Section 6.06. Right of Revocation of Action
Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in ‎Section
6.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is
shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may,
by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far
as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon
such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor
or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may
be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders
of all the Securities affected by such action.


 


Article
7

Supplemental Indentures


 


Section 7.01. Supplemental Indentures Without
Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors (which resolution may provide general
terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant
to an Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for
one or more of the following purposes:


 


(a) to
convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;


 


(b) to
evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation
of the covenants, agreements and obligations of the Issuer pursuant to ‎Article 8;





 






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(c) to
add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee
shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of
a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all
or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional
covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such
an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders
of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;


 


(d) to
cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture, which may be defective
or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard
to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary
or desirable; provided that no such action shall adversely affect the interests of the Holders of the Securities in any material
respect;





 


(e) to
establish the form or terms of Securities of any series as permitted by Sections ‎2.01 and ‎2.03; and


 


(f) to
make provision with respect to the conversion rights, if any, of Holders of Securities pursuant to the requirements of ‎Article
13 hereof; and


 


(g) 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 5.10.





 


The Trustee is hereby authorized to join with the
Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein
contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not
be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.


 


Any supplemental indenture authorized by the provisions
of this Section may be executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any
of the provisions of ‎Section 7.02.


 






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Section 7.02. Supplemental Indentures With
Consent of Securityholders. With the consent (evidenced as provided in ‎Article 6)
of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each series affected
by such supplemental indenture, the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may, from time
to time and at any time, 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 any supplemental indenture or of modifying in any manner the
rights of the Holders of the Securities of each such series; provided, that no such supplemental indenture shall (a) extend the
final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any amount payable on redemption thereof or reduce the amount of the principal of an Original Issue Discount Security that would
be due and payable upon an acceleration of the maturity thereof pursuant to ‎Section 4.01
or the amount thereof provable in bankruptcy pursuant to ‎Section 4.02, or impair or affect
the right of any Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment
at the option of the Securityholder without the consent of the Holder of each Security so affected, or adversely affect the right to convert
any Security as provided in ‎Article 13, or (b) reduce the aforesaid percentage of Securities
of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders
of each Security so affected.





 


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 holders of Securities of such series with respect to such covenant or provision, shall
be deemed not to affect the rights under this Indenture of the holders of Securities of any other series.


 


Upon the request of the Issuer, accompanied by
a copy of a resolution of the Board of Directors certified by the secretary or an assistant secretary of the Issuer authorizing the execution
of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and
other documents, if any, required by ‎Section 6.01, the Trustee shall
join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated
to, enter into such supplemental indenture.


 


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


 


Promptly after the execution by the Issuer and
the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Issuer shall mail a notice thereof by first
class mail to the Holders of Securities of each series affected thereby at their addresses as they shall appear on the registry books
of the Issuer, setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice,
or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 






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Section 7.03. Effect of Supplemental Indenture.
Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Issuer and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.


 


Section
7.04. Documents to Be Given to Trustee. The Trustee, subject to the provisions of Sections ‎5.01 and ‎5.02,
shall be provided an Officers’ Certificate and an Opinion of Counsel stating that, and as conclusive evidence that, any supplemental
indenture executed pursuant to this ‎Article 7 complies with the applicable provisions of this Indenture.


 


Section 7.05. Notation on Securities in Respect
of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided
for by such supplemental indenture. If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform,
in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture
may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.





 


Article
8

Consolidation, Merger, Sale or Conveyance


 


Section 8.01. Issuer May Consolidate, Etc.,
on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other corporation or sell or convey all or substantially
all of its assets to any Person, unless (a) either the Issuer shall be the continuing corporation, or the successor corporation or the
Person which acquires by sale or conveyance substantially all the assets of the Issuer (if other than the Issuer) shall be a corporation
organized under the laws of the United States of America or any State thereof and shall expressly assume the due and punctual payment
of the principal of and interest on all the Securities, according to their tenor, and the due and punctual performance and observance
of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer and shall have provided for conversion
rights in accordance with ‎Section 13.11, by supplemental indenture in form reasonably
satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, and (b) the Issuer or such successor corporation,
as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance
of any such covenant or condition of this Indenture.





 






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Section 8.02. Successor Corporation Substituted.
In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor corporation
may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such
successor corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the
Issuer to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of
such Securities had been issued at the date of the execution hereof.


 


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


 


In the event of any such sale or conveyance (other
than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described
in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and
dissolved.


 


Section
8.03. Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections ‎5.01 and ‎5.02,
may receive an Opinion of Counsel, prepared in accordance with ‎Section 10.05, as conclusive evidence that any such consolidation,
merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions
of this Indenture.


 


Article
9

Satisfaction and Discharge of Indenture; Unclaimed Moneys


 


Section 9.01. Satisfaction and Discharge
of Indenture. If at any time (a) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities
of any series Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in ‎Section 2.09) as and when the same shall have become
due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore
authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced
or paid as provided in ‎Section 2.09) or (c)(i) all the Securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving
of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust
funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with ‎Section
9.04) or direct obligations of the United States of America, backed by its full faith and credit (“U.S. Government Obligations”),
maturing as to principal and interest in such amounts and at such times as will insure the availability of cash sufficient (in case U.S.
Government Obligations have been so deposited, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee) to pay at maturity or upon redemption all Securities of such series (other
than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided
in ‎Section 2.09) not theretofore delivered to the Trustee for cancellation, including
principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case, the Issuer
shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this
Indenture shall cease to be of further effect with respect to Securities of such series (except as to (A) rights of registration
of transfer and exchange and conversion, if any, of Securities of such series, and the Issuer’s right of optional redemption, if
any, (B) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (C) rights of holders to receive payments
of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights
of the holders to receive mandatory sinking fund payments, if any, (D) the rights, obligations and immunities of the Trustee hereunder,
(E) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them and (F) the obligations of the Issuer under ‎Section
3.02), and the Trustee, on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost
and expense of the Issuer, shall execute such instruments reasonably requested by the Issuer acknowledging such satisfaction of and discharging
this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect
of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules
or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs
or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Securities of such series.


 






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Section 9.02. Application
by Trustee of Funds Deposited for Payment of Securities. Subject to ‎Section 9.04, all moneys deposited with the Trustee
pursuant to ‎Section 9.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent
(including the Issuer acting as its own paying agent), to the Holders of the particular Securities of such series for the payment or redemption
of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such
money need not be segregated from other funds except to the extent required by law.


 


Section 9.03. Repayment of Moneys Held by Paying
Agent. In connection with the satisfaction and discharge of this Indenture or any defeasance under ‎Article 12 with respect
to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series
of Securities shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released
from all further liability with respect to such moneys.





 


Section 9.04. Return of Moneys Held by Trustee
and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying agent for the payment of
the principal of or interest on any Security of any series and not applied but remaining unclaimed for two years after the date upon which
such principal or interest shall have become due and payable, shall, upon the written request of the Issuer and unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for such
series or such paying agent, and the Holder of the Security of such series shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer for any payment which such Holder may be
entitled to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease provided,
however, that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Issuer
cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City and State of New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Issuer.


 


Article
10

Miscellaneous Provisions


 


Section 10.01. Incorporators, Stockholders,
Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any Indebtedness evidenced thereby, shall be had against any incorporator,
as such or against any past, present or future stockholder, officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the
Securities by the holders thereof and as part of the consideration for the issue of the Securities.


 


Section 10.02. Provisions of Indenture for
the Sole Benefit of Parties and Securityholders. Nothing in this Indenture or in the Securities, expressed or implied, shall give
or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the Holders of the
Securities, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities.


 






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Section 10.03. Successors and Assigns of
Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of
the Issuer shall bind its successors and assigns, whether so expressed or not.


 


Section 10.04. Notices and Demands on Issuer,
Trustee and Securityholders. Any notice or demand which by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the Holders of Securities to or on the Issuer may be given or served by being deposited postage prepaid, first-class
mail (except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer with the
Trustee) to Eos Energy Enterprises, Inc., 3920 Park Avenue, Edison, New Jersey 08820. Any notice, direction, request or demand by the
Issuer or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes if in writing
and by being deposited postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed to the Corporate
Trust Office, Attention: Eos Energy Notes Administrator or such other office or agency of the Trustee specified by the Trustee. Notwithstanding
anything in this Section 10.04 to the contrary, no office of the Trustee shall be an office or agency for service of legal process on
the Company. Any notice to the Trustee shall be deemed given when actually received by the Trustee.


 


Where this Indenture provides for notice to Holders,
such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid,
to each Holder entitled thereto, at his last address as it appears in the Security register. In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency
of such notice with respect to other Holders.


 


Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be delivered to the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


Section 10.05. Officers’ Certificates
and Opinions of Counsel; Statements to Be Contained Therein. Upon any application or demand by the Issuer to the Trustee to take any
action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate stating that
all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion need be furnished.


 


Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than
the certificate required by ‎Section 3.05) 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.


 






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Any certificate, statement or opinion of an officer
of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless
such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement
or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which
is in the possession of the Issuer, upon the certificate, statement or opinion of or representations by an officer of officers of the
Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous.


 


Any certificate, statement or opinion of an officer
of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations
by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may
be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.


 


Any certificate or opinion of any independent firm
of public accountants filed with the Trustee shall contain a statement that such firm is independent.


 


Section 10.06. Payments Due on Saturdays,
Sundays and Holidays. If the date of maturity of interest on or principal of the Securities of any series or the date fixed for redemption
or repayment of any such Security shall not be a Business Day, then payment of interest or principal need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for
redemption or repayment, and no interest shall accrue on the payment so deferred for the period after such date.


 


Section 10.07. Conflict of Any Provision
of Indenture with Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by or with another provision (an “incorporated provision”) included in this Indenture by operation
of Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties or incorporated provision shall control.


 






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Section 10.08. New York Law to Govern; Jurisdiction.
This Indenture and each Security shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall
be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law. The Company
irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action,
suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture
or the Notes may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan,
New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and
submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action,
suit or proceeding for itself in respect of its properties, assets and revenues.


 


Section 10.09. Counterparts. This Indenture
may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but
one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all
purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
When used in herein, the words “execute,” “execution,” “signed” and “signature” and words
of similar import used in or related to any document to be signed in connection with this Indenture, any Security or any of the transactions
contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures
and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything
herein to the contrary, the Trustee is under no obligation to agree to accept electronic signatures in any form or in any format unless
expressly agreed to by the Trustee pursuant to reasonable procedures approved by the Trustee.


 


Section 10.10. Effect of Headings. The
Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


Section 10.11. Separability Clause. In
case any provision of 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 10.12. Waiver of Jury Trial. EACH OF
THE ISSUER, EACH SECURITYHOLDER OF THE SECURITIES BY ACCEPTANCE HEREOF, AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE,
THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






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Section 10.13. Force Majeure. In no event
shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or
caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics or pandemics and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services, including the unavailability of the Federal
Reserve wire or payment facility; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


Article
11

Redemption of Securities and Sinking Funds


 


Section 11.01. Applicability of Article.
The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity or to any
sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by ‎Section
2.03 for Securities of such series.


 


Section 11.02. Notice of Redemption; Partial
Redemptions. Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or in part at the option of
the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than
60 days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear
upon the registry books. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security
of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any
other Security of such series.


 


The notice of redemption to each such Holder shall
specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption, the redemption
price, the place or places of payment, that payment will be made upon presentation and surrender of such Securities, that such redemption
is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption
will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. In case any Security of a series is to be redeemed in part only the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security,
a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.


 






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The notice of redemption of Securities of any series
to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name
and at the expense of the Issuer.


 


On or prior to the redemption date specified in
the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying agents
(or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in ‎Section
3.04) an amount of money sufficient to redeem on the redemption date all the Securities of such series so called for redemption at the
appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all the Outstanding Securities
of a series are to be redeemed, the Issuer will deliver to the Trustee at least 70 days prior to the date on which notice of redemption
is to be issued an Officers’ Certificate stating the aggregate principal amount of Securities to be redeemed.


 


If less than all the Securities of a series are
to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such Series to be redeemed
in whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities of such series selected for
redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of
any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of
such Security which has been or is to be redeemed.


 


Section 11.03. Payment of Securities Called
for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such
notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with
interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions of Securities
so called for redemption shall cease to accrue and, except as provided in Sections ‎5.05
and ‎9.04, such Securities shall cease from and after the date fixed for redemption to
be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities
except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender
of such Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid and
redeemed by the Issuer at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided
that any semiannual payment of interest becoming due on or prior to the date fixed for redemption shall be payable to the Holders of such
Securities registered as such on the relevant record date subject to the terms and provisions of ‎Section
2.04 hereof.


 






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If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed
for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by the Security.


 


Upon presentation of any Security redeemed in part
only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense
of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion
of the Security so presented.


 


Section 11.04. Exclusion of Certain Securities
from Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for selection for redemption if they
are identified by registration and certificate number in a written statement signed by an authorized officer of the Issuer and delivered
to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially
by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such written statement directly
or indirectly controlling or controlled by or under direct or indirect common control with the Issuer.


 


Section 11.05. Mandatory and Optional Sinking
Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to
as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to
be made is herein referred to as the “sinking fund payment date”.


 


In lieu of making all or any part of any mandatory
sinking fund payment with respect to any series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities
of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer
or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid)
by the Issuer and delivered to the Trustee for cancellation pursuant to ‎Section
2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, (c) receive credit
for Securities of such series (not previously so credited) redeemed by the Issuer through any optional redemption provision contained
in the terms of such series or (d) which have been converted into Common Stock or otherwise acquired by the Issuer pursuant to the terms
of such Securities. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price
specified in such Securities.


 






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On or before the sixtieth day next preceding each
sinking fund payment date for any series, the Issuer will deliver to the Trustee a written statement (which need not contain the statements
required by ‎Section 10.05) signed by an authorized officer of the
Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied
by credit of Securities of such series, (b) stating that none of the Securities of such series has theretofore been so credited, (c) stating
that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived
or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to
pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered
to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the
Trustee shall be delivered for cancellation pursuant to ‎Section 2.10
to the Trustee with such written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such written statement shall
be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or
payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before
any such sixtieth day, to deliver such written statement and Securities specified in this paragraph, if any, shall not constitute a default
but shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such
series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities
of such series in respect thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to such series as provided
in this Section.


 


If the sinking fund payment or payments (mandatory
or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking
fund payments made in cash shall exceed $50,000 (or a lesser sum if the Issuer shall so request) with respect to the Securities of any
particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000
or less and the Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 is available. The Trustee
shall select, in the manner provided in ‎Section 11.02, for redemption
on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be,
and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in
writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in ‎Section
11.02 (and with the effect provided in ‎Section 11.03) for the redemption
of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated
to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with
such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity
date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption
of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the
payment of the principal of, and interest on, the Securities of such series at maturity.


 






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On or prior to each sinking fund payment date,
the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption
on Securities to be redeemed on such sinking fund payment date.


 


The Trustee shall not redeem or cause to be redeemed
any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities for such series by operation of the
sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where
the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys
in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under ‎Article
4 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in ‎Section
4.10 or the default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter
be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.


 


Article
12

Defeasance


 


Section 12.01. Issuer’s
Option to Effect Defeasance. The Issuer may at its option, by a resolution of the Board of Directors, at any time, elect to defease
the Issuer’s obligations under the Outstanding Securities of any series and this Indenture in accordance with either ‎Section
12.02 or ‎Section 12.03 upon compliance with the conditions set forth below in this ‎Article 12. Notwithstanding
any such election, the terms of the Securities of such series shall remain in full force and effect.


 


Section 12.02. Defeasances
and Discharge. Upon the Issuer’s exercise of the option set forth in ‎Section 12.01 applicable to this Section, and
after the expiration of the 90-day (or other) period referred to in clause (f)‎(ii) of ‎Section 12.04, the
Issuer shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date
the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that
the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series
and to have satisfied all its other obligations under the Securities of such series and this Indenture insofar as the Securities of such
series are concerned (and the Trustee, upon an Issuer Order and at the expense of the Issuer, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise terminated or discharged hereunder: ((a) the rights of holders
of Outstanding Securities of such series to receive, solely from the trust fund described in ‎Section 12.04 and as more fully
set forth in such Section, payments in respect of the principal of and interest on the Securities of such series when such payments are
due, (b) the Issuer’s obligations with respect to such Securities of such series under Sections ‎2.08, ‎2.09
and ‎3.02, (c) the rights, powers, trusts, duties, and immunities of the Trustee hereunder, including but not limited
to ‎Article 5, (d) the Issuer’s right of optional redemption, if any, (e) the rights of Holders to receive
mandatory sinking fund payments, if any, and (f) this ‎Article 12. Subject to compliance with this ‎Article
12, the Issuer may exercise its option under this ‎Section 12.02 notwithstanding the prior exercise of its option under ‎Section
12.03 with respect to the Securities of such series.


 






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Section 12.03. Covenant
Defeasance. Upon the Issuer’s exercise of the option set forth in ‎Section 12.01 applicable to this Section, and
after the expiration of the 90-day (or other) period referred to in clause (f)‎(ii) of ‎Section 12.04, the Issuer
shall be released, on and after the date the conditions set forth below are satisfied, from its obligations with respect to the Outstanding
Securities of any series under any other covenants established with respect to such series pursuant to Section 2.02(n) (hereinafter, “covenant
defeasance”). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series,
the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section,
whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, and such omission to comply shall not constitute a default or Event of
Default under ‎Section 4.01(d), but, except as specified above, the remainder of this Indenture and the Securities of such
series shall be unaffected thereby.


 


Section 12.04. Conditions to Defeasance.
The following shall be the conditions to application of either ‎Section 12.02 or ‎Section 12.03 to the Outstanding
Securities of any series.








 


(a) The
Issuer shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of Securities of such series
(i) money in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal and interest, if
any, in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money
in an amount, or (iii) a combination thereof, sufficient, in each case, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied
by the Trustee to pay and discharge the principal of and interest, if any, on the Outstanding Securities of such series on the stated
maturity of such principal or interest or earlier date of redemption.


 


(b) No
Event of Default or event which after notice or lapse of time or both would become an Event of Default with respect to the Securities
of such series shall have occurred and be continuing on the date of such deposit.


 


(c) Such
defeasance or covenant defeasance shall not cause the Trustee for the Securities of such series to have a conflicting interest as defined
in Section 310(b) of the Trust Indenture Act of 1939 with respect to any Securities of the Issuer.


 






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(d) Such
defeasance or covenant defeasance shall be permitted by, and shall not result in breach or violation of, or constitute a default under,
this Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound.


 


(e) Such
defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities exchange
under the Securities Exchange Act of 1934, as amended, to be delisted.


 


(f) In
the case of an election under ‎Section 12.02, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating
that the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that, and based
thereon such opinion shall confirm that, (i) the Holders of the Outstanding Securities of such series will not recognize income,
gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such defeasance had not occurred, and (ii) that after the
passage of 90 days (or such other period of time as then required by the non-insider preference provisions of any applicable federal bankruptcy
laws) following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally, and (iii) that there would not occur any violation of the Investment
Company Act of 1940, as amended, on the part of the Issuer, the trust funds representing such deposit or the Trustee as a result of such
deposit and the related exercise of the Issuer’s election under this ‎Article 12.


 


(g) In
the case of an election under ‎Section 12.03, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes
as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred. Such Opinion shall also cover the matters referred to
in clauses ‎(ii) and ‎(iii) of ‎Section 12.04(f).


 


(h) The
Issuer shall have delivered to the Trustee an irrevocable Issuer Order to apply the monies so deposited towards payment of all indebtedness
on the Securities of such series at their stated maturity or earlier date of redemption, and an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under ‎Section 12.02
or the covenant defeasance under ‎Section 12.03 (as the case may be) have been complied with.


 


Section 12.05. Deposited
Money and U.S. Government Obligations to Be Held in Trust; Reinstatement; Miscellaneous. Subject to the provisions of ‎Section
9.04, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to ‎Section
12.04 in respect of the Outstanding Securities of any series shall be held in trust and applied by the Trustee, in accordance with the
provisions of the Securities of such series and this Indenture, to the payment, either directly or through any paying agent (including
the Issuer acting as its own paying agent), as the Trustee may determine, to the holders of Securities of such series, of all sums due
and to become due thereon in respect of principal and interest, if any, but such money need not be segregated from other funds except
to the extent required by law.





 






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The Issuer shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to ‎Section
9.01 or ‎12.04 or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series.


 


If the Trustee is unable to apply any money or
U.S. Government Obligations in accordance with ‎Section 9.01 or ‎12.04
by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Securities of such series shall
be revived and reinstated as though no deposit had occurred pursuant to ‎Section
9.01 or ‎12.04; provided that if the Issuer has made any payment
of principal of or interest on any Securities of such series because of the reinstatement of its obligations, the Issuer shall be subrogated
to the rights of the Holders of such Securities of such series to receive such payment from the money or U.S. Government Obligations held
by the Trustee.


 


Article
13

Conversion of Securities


 


Section 13.01. Applicability; Conversion
Privilege and Conversion Price. Securities of any series which are convertible into Common Stock shall be convertible in accordance
with their terms and (except as otherwise specified as contemplated by ‎Section 2.03 for
Securities of any series) in accordance with this Article.


 


Subject to and upon compliance with the provisions
of this ‎Article 13, at the option of the Holder thereof, any Security
or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount
thereof, (or, with respect to Original Issue Discount Securities, at the amount determined pursuant to ‎Section
2.03), or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest one-hundredth
of a share) of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion
right shall expire at the close of business on the date specified for Securities of such Series. In case a Security or portion thereof
is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business
on the date fixed for redemption, unless the Issuer defaults in making the payment due upon redemption.


 


The price at which shares of Common Stock shall
be delivered upon conversion (herein called the “Conversion Price”) shall be the price specified in relation to Securities
of such series pursuant to ‎Section 2.03. The Conversion Price shall
be adjusted in certain instances as provided in paragraphs ‎(a),
‎(b), ‎(c),
‎(d) and ‎(g)
of ‎Section 13.04.


 






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Section
13.02. Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted
shall surrender such Security, together with the conversion notice duly executed, at any office or agency of the Issuer maintained for
that purpose pursuant to ‎Section 3.02, accompanied by written notice to the Issuer and the Trustee at such office or agency
that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion
thereof to be converted. Securities or portions thereof surrendered for conversion during the period from the close of business on any
regular record date next preceding any interest payment date to the opening of business on such interest payment date shall (unless such
Securities or portions thereof have been called for redemption on a redemption date within such period) be accompanied by payment to
the Issuer or its order, in New York Clearing House funds or other funds acceptable to the Issuer, of an amount equal to the interest
payable on such interest payment date on the principal amount of Securities or portions thereof being surrendered for conversion. No
payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion
or, except as provided in ‎Section 13.04, on account of any dividends on the Common Stock issued upon conversion.


 


Securities shall be deemed to have been converted
immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing
provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to
receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock
at such time. As promptly as practicable on or after the conversion date, the Issuer shall issue and shall deliver at such office or agency
a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of
any fraction of a share, as provided in ‎Section 13.03.


 


In the case of any Security which is converted
in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the
expense of the Issuer, a new Security or Securities of authorized denominations in aggregate principal amount equal to the unconverted
portion of the principal amount of such Security.


 


Section 13.03. Fractions of Shares. No
fractional shares of Common Stock shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion
at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis
of the aggregate principal amount of the Securities (or specified portions thereof) so surrendered. Instead of any fractional share of
Common Stock which would otherwise be issuable upon conversion of any Security or Securities (or specified portions thereof), the Issuer
shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the market price (determined as provided
in the last sentence of paragraph ‎(f) of ‎Section
13.04) at the close of business on the day of conversion.


 






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Section
13.04. Adjustment of Conversion Price. (a) In case the Issuer shall pay or make a dividend or other distribution on any class
of capital stock of the Issuer in Common Stock, the Conversion Price in effect at the opening of business on the day following the date
fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such
Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business
on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares
constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the
day following the date fixed for such determination. For the purposes of this paragraph ‎(a), the number of shares of
Common Stock at any time outstanding shall not include shares held in the treasury of the Issuer but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Issuer will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the Issuer.


 


(b) In
case the Issuer shall issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of
Common Stock at a price per share less than the market price (determined as provided in paragraph ‎(f) of this Section)
of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Conversion
Price in effect at the opening of business on the day following the date fixed for such determination shall be reduced by multiplying
such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business
on the date fixed for such determination plus the number of shares of Common Stock which the aggregate of the offering price of the total
number of shares of Common Stock so offered for subscription or purchase would purchase at such market price and the denominator shall
be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number
of shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately after the opening of
business on the day following the date fixed for such determination. For the purposes of this paragraph ‎(b), the number
of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Issuer but shall include shares
issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Issuer will not issue any rights
or warrants in respect of shares of Common Stock held in the treasury of the Issuer.


 


(c) In
case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect
at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced,
and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the
Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall
be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business
on the day following the day upon which such subdivision or combination becomes effective.


 






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(d) In
case the Issuer shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets
(including securities, but excluding any rights or warrants referred to in paragraph ‎(b) of this Section, any dividend
or distribution paid in cash out of the retained earnings of the Issuer and any dividend or distribution referred to in paragraph ‎(a)
of this Section), the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion
Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive
such distribution by a fraction of which the numerator shall be the market price per share (determined as provided in paragraph ‎(f)
of this Section) of the Common Stock on the date fixed for such determination, reduced by the then fair market value (as determined by
the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors filed with the
Trustee) of the portion of the assets or evidence of indebtedness so distributed applicable to one share of Common Stock and the denominator
shall be such market price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business
on the day following the date fixed for the determination of stockholders entitled to receive such distribution.


 


(e) The
reclassification of Common Stock into securities including other than Common Stock (other than any reclassification upon a consolidation
or merger to which ‎Section 13.11 applies) shall be deemed to involve (a) a distribution of such securities other than Common
Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be “the date fixed for
the determination of stockholders entitled to receive such distribution” and “the date fixed for such determination”)
within the meaning of paragraph ‎(d) of this Section, and (b) a subdivision or combination, as the case may be, of the
number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon which such subdivision
becomes effective” or “the day upon which such combination becomes effective”, as the case may be, and “the day
upon which such subdivision or combination becomes effective” within the meaning of paragraph ‎(c) of this Section).


 


(f) For
the purpose of any computation under paragraphs ‎(b) and ‎(d) of this Section, the market price on any date
shall be deemed to be the average of the daily market prices for the ten consecutive Business Days selected by the Issuer commencing not
less than ten nor more than 80 Business Days before the day in question. The closing price for each day shall be the last reported sales
price regular way on the composite tape or, in case no such reported sale takes place on such day, the average of the reported closing
bid and asked prices regular way, in either case on the New York Stock Exchange or, if the Common Stock is not listed or admitted to trading
on such Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices as furnished by any
New York Stock Exchange member firm selected from time to time by the Issuer for that purpose.


 






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(g) The
Issuer may make such reductions in the Conversion Price, in addition to those required by paragraphs ‎(a), ‎(b),
‎(c) and ‎(d) of this Section, as it considers to be advisable in order that any event treated for Federal income
tax purposes as a dividend of stock or stock rights shall not be taxable to the recipients.


 


Section 13.05. Notice of Adjustments of Conversion
Price. Whenever the Conversion Price is adjusted as herein provided:


 


(a) the
Issuer shall compute the adjusted Conversion Price in accordance with ‎Section 13.04 and shall prepare a certificate signed
by the Treasurer or an Assistant Treasurer, the Controller or an Assistant Controller of the Issuer setting forth the adjusted Conversion
Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with
the Trustee and at each office or agency maintained for the purpose of conversion of Securities pursuant to ‎Section 3.02;
and


 


(b) a
notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall forthwith be required,
and as soon as practicable after it is required, such notice shall be prepared by the Issuer, delivered to the Trustee and mailed by the
Issuer to all Holders at their last addresses as they shall appear in the Security register.


 


Section 13.06. Notice of Certain Corporate
Action. In case:


 


(a) the
Issuer shall declare a dividend (or any other distribution) on Common Stock payable otherwise than in cash out of its retained earnings;
or


 


(b) the
Issuer shall authorize the granting to the holders of Common Stock of rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any other rights; or


 


(c) of
any reclassification of the Common Stock (other than a subdivision or combination of its outstanding shares of Common Stock), or of any
consolidation or merger to which the Issuer is a party and for which approval of any stockholders of the Issuer is required, or of the
sale or transfer of all or substantially all of the assets of the Issuer; or


 


(d) of the voluntary or involuntary
dissolution, liquidation or winding up of the Issuer; then the Issuer shall cause to be filed with the Trustee and at each office or
agency maintained for the purpose of conversion of Securities pursuant to ‎Section
3.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security register, at least 20
days (or ten days in any case specified in clause ‎(a) or ‎(b)
above) prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to
be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined,
or (y) the date on which such reclassification, liquidation or winding up is expected to become effective, and the date as of which
it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or
winding up. The failure to give notice required by this Section or any defect therein shall not affect the legality or validity of
any dividend, distribution, rights, warrants, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or
winding up, or the vote on any such action.


 






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Section 13.07. Issuer to Reserve Common Stock.
The Issuer shall at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued Common Stock,
for the purpose of effecting the conversion of Securities, the full number of shares of Common Stock then issuable upon the conversion
of all outstanding Securities.


 


Section 13.08. Taxes on Conversions.
The Issuer will pay any and all transfer taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion
of Securities pursuant thereto. The Issuer shall not, however, be required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of shares of Common Stock in a name other than that of the Holder of the Security or Securities to
be converted, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Issuer the
amount of any such tax, or has established to the satisfaction of the Issuer that such tax has been paid. The conversion agent or the
Issuer’s stock transfer agent, as applicable, may refuse to deliver the certificates representing the shares of Common Stock being
issued in a name other than the Securityholder’s name until the Trustee receives a sum sufficient to pay any tax that is due by
such Securityholder in accordance with the immediately preceding sentence.


 


Section 13.09. Covenant as to Common Stock.
The Issuer covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and
nonassessable.


 


Section 13.10. Cancellation of Converted
Securities. All Securities delivered for conversion shall be delivered to the Trustee for cancellation and the Trustee shall dispose
of the same as provided in ‎Section 2.10.


 


Section 13.11. Provisions in Case of Consolidation,
Merger or Sale of Assets. In case of any consolidation of the Issuer with, or merger of the Issuer into, any other corporation, any
merger of another corporation into the Issuer (other than a merger which does not result in any reclassification, conversion, exchange
or cancellation of outstanding shares of Common Stock of the Issuer) or any sale or transfer of all or substantially all of the assets
of the Issuer, the corporation formed by such consolidation or resulting from such merger or which acquires such assets, as the case may
be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall
have the right thereafter, during the period such Security shall be convertible as specified in ‎Section
13.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation,
merger, sale or transfer by a holder of the number of shares of Common Stock of the Issuer into which such Security might have been converted
immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Issuer (a) is not a corporation
with which the Issuer consolidated or into which the Issuer merged or which merged into the Issuer or to which such sale or transfer was
made, as the case may be (“constituent corporation”), or an affiliate of a constituent corporation and (b) failed to
exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation,
merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation,
merger, sale or transfer is not the same for each share of Common Stock of the Issuer held immediately prior to such consolidation, merger,
sale or transfer by others than a constituent corporation or an affiliate thereof and in respect of which such rights of election shall
not have been exercised (“non-electing share”), then for the purpose of this Section the kind and amount of securities,
cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be
the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for
adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive
consolidations, mergers, sales or transfers.


 


[Signature page follows]


 




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


 


	 	EOS ENERGY ENTERPRISES, INC.
	 	 
	 	By:	
	 	 	Name:  	                 
	 	 	Title:	





 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	
	 	 	Name: 
	 	 	Title: 


 


 


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