Exhibit
4.2


 


Form
of Indenture


 


TOUGHBUILT
INDUSTRIES, INC.


 


ISSUER


 


and


_________________________


 


INDENTURE
TRUSTEE


 


INDENTURE


 


Dated
as of ______, _____


 


_____________


 



    	 



    	 



    

 


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	Article
    1
	Definitions
	 	 	2
	Section
    1.01.	Certain
    Terms Defined; Rules of Construction	 
	 	 	 
	Article
    2
	Securities
	 	 	 
	Section
    2.01.	Forms
    Generally	5
	Section
    2.02.	Form
    of Trustee’s Certification of Authentication	5
	Section
    2.03.	Amount
    Unlimited; Issuable in Series	7
	Section
    2.04.	Authentication
    and Delivery of Securities	8
	Section
    2.05.	Execution
    of Securities	9
	Section
    2.06.	Certificate
    of Authentication	9
	Section
    2.07.	Denomination
    and Date of Securities; Payments of Interest	10
	Section
    2.08.	Registration,
    Transfer and Exchange	10
	Section
    2.09.	Mutilated,
    Defaced, Destroyed, Lost and Stolen Securities	11
	Section
    2.10.	Cancellation
    of Securities; Destruction Thereof	11
	Section
    2.11.	Temporary
    Securities	12
	Section
    2.12.	Authenticating
    Agent	12
	Section
    2.13.	Global
    Securities	12
	Section
    2.14.	CUSIP
    Numbers	13
	 	 	 
	Article
    3
	Covenants
    of the Issuer
	 	 	 
	Section
    3.01.	Payment
    of Principal and Interest	14
	Section
    3.02.	Offices
    for Payments, etc	14
	Section
    3.03.	Paying
    Agents	14
	Section
    3.04.	Certificate
    of the Issuer	15
	Section
    3.05.	Reports
    by the Issuer	15
	Section
    3.06.	Existence	15
	 	 	 
	Article
    4
	Remedies
    of the Trustee and Holders on Event of Default
	 	 	 
	Section
    4.01.	Event
    of Default; Acceleration of Maturity; Waiver of Default	15
	Section
    4.02.	Collection
    of Indebtedness by Trustee; Trustee May Prove Debt	17
	Section
    4.03.	Application
    of Proceeds	19
	Section
    4.04.	Suits
    for Enforcement	19
	Section
    4.05.	Restoration
    of Rights on Abandonment of Proceedings	19
	Section
    4.06.	Limitations
    on Suits by Holder	20
	Section
    4.07.	Unconditional
    Right of Holders to Institute Certain Suits	20
	Section
    4.08.	Powers
    and Remedies Cumulative; Delay or Omission Not Waiver of Default	20
	Section
    4.09.	Control
    by Holders	20
	Section
    4.10.	Waiver
    of Past Defaults	21
	Section
    4.11.	Trustee
    to Give Notice of Default, But May Withhold in Certain Circumstances	21
	Section
    4.12.	Right
    of Court to Require Filing of Undertaking to Pay Costs	21


 




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TABLE
OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	Article
    5
	Concerning
    the Trustee
	 	 	 
	Section
    5.01.	Duties
    and Responsibilities of the Trustee; During Default; Prior to Default	21
	Section
    5.02.	Trustee’s
    Obligations with Respect to the Covenants	21
	Section
    5.03.	Moneys
    Held by Trustee	22
	Section
    5.04.	Reports
    by the Trustee to Holders	22
	Section
    5.05.	Certain
    Rights of the Trustee	22
	Section
    5.06.	Trustee
    and Agents May Hold Securities; Collections, etc	23
	Section
    5.07.	Compensation
    and Indemnification of Trustee and Its Prior Claim	23
	Section
    5.08.	Right
    of Trustee to Rely on Officer’s Certificate, etc	23
	Section
    5.09.	Disqualification;
    Conflicting Interests	24
	Section
    5.10.	Persons
    Eligible for Appointment as Trustee	24
	Section
    5.11.	Resignation
    and Removal; Appointment of Successor Trustee	24
	Section
    5.12.	Acceptance
    of Appointment by Successor	25
	Section
    5.13.	Merger,
    Conversion, Consolidation or Succession to Business of Trustee	25
	Section
    5.14.	Preferential
    Collection of Claims Against the Issuer	26
	Section
    5.15.	Trustee’s
    Disclaimer	26
	 	 	 
	Article
    6
	Concerning
    the Holders
	 	 	 
	Section
    6.01.	Evidence
    of Action Taken by Holders	26
	Section
    6.02.	Proof
    of Execution of Instruments and of Holding of Securities; Record Date	26
	Section
    6.03.	Holders
    to Be Treated as Owners	26
	Section
    6.04.	Securities
    Owned by Issuer Deemed Not Outstanding	27
	Section
    6.05.	Right
    of Revocation of Action Taken	27
	 	 	 
	Article
    7
	Amendments,
    Supplements and Waivers
	 	 	 
	Section
    7.01.	Supplemental
    Indentures without Consent of Holders	27
	Section
    7.02.	Supplemental
    Indentures with Consent of Holders	28
	Section
    7.03.	Execution
    of Amendments or Supplemental Indentures or Waivers	29
	Section
    7.04.	Effect
    of Amendment, Supplemental Indenture or Waiver	29
	Section
    7.05.	Effect
    of Consent	29
	Section
    7.06.	Notation
    on Securities in Respect of Amendments, Supplemental Indentures or Waivers	30
	Section
    7.07.	Conformity
    with the Trust Indenture Act	30
	 	 	 
	Article
    8
	Consolidation,
    Merger, Sale or Conveyance
	 	 	 
	Section
    8.01.	Consolidation,
    Merger or Sale of Assets by the Issuer	30
	Section
    8.02.	Successor
    Substituted	31


 




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TABLE
OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	Article
    9
	Defeasance
    and Discharge; Unclaimed Moneys
	 	 	 
	Section
    9.01.	Satisfaction
    and Discharge of Indenture	31
	Section
    9.02.	Legal
    Defeasance	32
	Section
    9.03.	Covenant
    Defeasance	32
	Section
    9.04.	Application
    by Trustee of Funds Deposited for Payment of Securities	33
	Section
    9.05.	Repayment
    of Moneys Held by Paying Agent	33
	Section
    9.06.	Return
    of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	33
	 	 	 
	Article
    10
	Miscellaneous
    Provisions
	 	 	 
	Section
    10.01.	Incorporators,
    Stockholders, Employees, Officers and Directors of Issuer Exempt from Individual Liability	33
	Section
    10.02.	Provisions
    of Indenture for the Sole Benefit of Parties and Holders	33
	Section
    10.03.	Successors
    and Assigns of Issuer Bound by Indenture	33
	Section
    10.04.	Notices
    and Demands on Issuer, Trustee and Holders	33
	Section
    10.05.	Officer’s
    Certificates and Opinions of Counsel; Statements to Be Contained Therein	34
	Section
    10.06.	Payments
    Due on Saturdays, Sundays and Holidays	35
	Section
    10.07.	Trust
    Indenture Act of 1939	35
	Section
    10.08.	New
    York Law to Govern	35
	Section
    10.09.	Counterparts	35
	Section
    10.10.	Effect
    of Headings	35
	Section
    10.11.	Separability	35
	 	 	 
	Article
    11
	Redemption
    of Securities and Sinking Fund Provisions
	 	 	 
	Section
    11.01.	Applicability
    of Article	35
	Section
    11.02.	Notice
    of Redemption; Partial Redemptions	35
	Section
    11.03.	Payment
    of Securities Called for Redemption	36
	Section
    11.04.	Exclusion
    of Certain Securities from Eligibility for Selection for Redemption	36
	Section
    11.05.	Mandatory
    and Optional Sinking Funds	36


 




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THIS
INDENTURE, dated as of [  ] between TOUGHBUILT INDUSTRIES, INC., a Nevada corporation (the “Issuer”),
and [  ], a national banking association (the “Trustee”),


 


W
I T N E S S E T H:


 


WHEREAS,
for its lawful corporate purposes, the Issuer has duly authorized the execution and delivery of the Indenture to provide for the
issuance of unsecured debt securities 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 the Indenture and to provide, among other things,
for the authentication, delivery and administration thereof;


 


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


 


WHEREAS,
the Indenture is subject to, and will be governed by, the provisions of the Trust Indenture Act of 1939 (the “Trust Indenture
Act”) that are required to be a part of and govern indentures qualified under the Trust Indenture Act; and


 


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
as follows:


 




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ARTICLE
1

Definitions


 


Section
1.01. Certain Terms Defined; Rules of Construction. The following terms (except as otherwise expressly provided or unless
the context otherwise clearly requires) for all purposes of the Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section. All other terms used in the Indenture that are defined in the Trust Indenture
Act, or the definitions of which are referred to in the Trust Indenture Act, including terms defined therein by reference to the
Securities Act (except as herein otherwise expressly provided or unless the context otherwise clearly requires), shall have the
meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the 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 word “principal” whenever used with
reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if any”.
The words “herein”, “hereof” and “hereunder” and other words of similar
import refer to the 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. Except as otherwise
expressly provided or unless the context otherwise clearly requires, references to agreements or instruments, or to statutes or
regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor
statutes and regulations).


 


“Agent
Member” means a member of, or a participant in, the Depositary.


 


“Authenticating
Agent” means an authenticating agent with respect to any of the series of Securities appointed with respect to all or
any series of the Securities by the Trustee pursuant to Section 2.12.


 


“Bankruptcy
Law” means Title 11 of the United States Code or any similar Federal or State law for the relief of debtors.


 


“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 the Borough of Manhattan, City of New York is not a day on which
banking institutions are authorized by law or regulation to close.


 


“Capital
Stock” means:


 


(a)
with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however
designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person,
and all options, warrants or other rights to purchase or acquire any of the foregoing; and


 


(b)
with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person,
and all options, warrants or other rights to purchase or acquire any of the foregoing.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time
after the execution and delivery of the 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” of any Person means any and all shares, interests or other participations in, and other equivalents (however
designated and whether voting or non-voting) of, such Person’s common stock, whether outstanding on the Issue Date or issued
after the Issue Date, and includes, without limitation, all series and classes of such common stock.


 


“company”
means a corporation or a limited liability company.


 


“Corporate
Trust Office” means the office of the Trustee (i) for bond transfer purposes and for purposes of presentment and surrender
of the Securities for the final distributions thereon is [  ], [  ], Attention: [  ], and (ii) for
all other purposes is [  ], [  ], Attention: [  ].


 


“Depositary”
means, with respect to Securities of any series, for which the Issuer shall determine that such Securities will be issued as a
Global Security, the Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing
agency under the Exchange Act, or other applicable statute or regulation, which, in each case, shall be designated by the Issuer
pursuant to either Section 2.01 or Section 2.13.


 




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“Event
of Default” has the meaning assigned to such term in Section 4.01.


 


“Exchange
Act” means the Securities Exchange Act of 1934 and any successor thereto, in each case as amended from time to time.


 


“Global
Security” means, with respect to any series of Securities, a Security executed by the Issuer and delivered by the Trustee
to the Depositary or pursuant to a safekeeping agreement with the Depositary, all in accordance with the Indenture, which shall
be registered in global form without interest coupons in the name of the Depositary or its nominee.


 


“Governmental
Obligations” means securities that are (i) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America that, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect
to any such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation held
by such custodian for the account of the holder of such depositary receipt; provided however, that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt
from any amount received by the custodian in respect of the Governmental Obligation or the specific payment of principal of or
interest on the Governmental Obligation evidenced by such depositary receipt.


 


“Holder”
means the registered holder of any Security.


 


“Holding
Company Reorganization” shall mean a merger of the Issuer with and into a newly formed wholly-owned, indirect Subsidiary
(“MergerCo”) of the Issuer, all of the equity interest of which shall be held by a newly formed, wholly-owned,
direct Subsidiary of the Issuer (“New HoldCo”). Such merger shall be effected pursuant to Section 251(g) of
the General Corporation Law of the State of Nevada (or comparable provisions of the laws of the Issuer’s state of incorporation)
and shall not require the vote of the Issuer’s stockholders. Each share of Common Stock of the Issuer shall be converted
in such merger into a right to receive one share of the Common Stock of New HoldCo, with identical terms and rights as the Issuer’s
Common Stock immediately prior to such conversion.


 


“Indebtedness”
means with respect to any Person, without duplication:


 


(a)
all obligations of such person for borrowed money; and


 


(b)
all obligations of such person evidenced by bonds, debentures, notes or other similar instruments.


 


“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
Payment Date”, when used with respect to any installment of interest on a Security of a particular series, means the
date specified in such Security or in a Resolution of the Board of Directors or in an indenture supplemental hereto with respect
to such series as the fixed date on which an installment of interest with respect to Securities of that series is due and payable.


 


“Issue
Date” means the date of original issuance of Securities of any series.


 


“Issuer”
means the Person named as the “Issuer” in the first paragraph of this instrument until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such
successor Person.


 




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“Issuer
Order” has the meaning assigned to such term in Section 2.04.


 


“Lien”
means any lien, mortgage, deed of trust, hypothecation, pledge, security interest, charge or encumbrance of any kind.


 


“Officer”
means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the Chief
Legal Officer, the Chief Administrative Officer, any President, any Vice President, the Controller, the Secretary or any Assistant
Secretary, of the Issuer.


 


“Officer’s
Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer.


 


“Opinion
of Counsel” means an opinion in writing signed by legal counsel who may be an employee of or counsel to the Issuer.


 


“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 the Indenture, except:


 


(a)
Securities cancelled by the Trustee or accepted by the Trustee for cancellation;


 


(b)
Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount to pay all amounts then
due 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 satisfactory to the Trustee shall have been made for
giving such notice; and


 


(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 unless and until the Trustee and the Issuer receive proof satisfactory to them that the
substituted Security is held by a bona fide purchaser.


 


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 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.


 


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


 


“Preferred
Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock
of such Person with respect to dividends or redemptions or upon liquidation.


 


“Register”
has the meaning assigned to it in Section 2.08.


 


“Registrar”
means a Person engaged to maintain the Register.


 


“Resolution
of the Board of Directors” means a copy of the resolution certified by the secretary or an assistant secretary of the
Issuer to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification.


 




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“Responsible
Officer” when used with respect to the Trustee means any officer of the Trustee within the Corporate Trust Office of
the Trustee with direct responsibility for the administration of the Indenture and also, with respect to a particular matter,
any other officer of the Trustee to whom such matter is referred because of such officer’s knowledge and familiarity with
the particular subject.


 


“Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 


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


 


“Significant
Subsidiary”, with respect to any Person, means any Subsidiary of such Person that satisfies the criteria for a “significant
subsidiary” as set forth in Rule 1-02(w) of Regulation S-X under the Exchange Act.


 


“Subsidiary”
means any corporation, limited liability company, limited partnership or other similar type of business entity in which the Issuer
and/or one or more of its Subsidiaries together own 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 the Board of Directors or similar governing body
of such corporation, limited liability company, limited partnership or other similar type of business entity, directly or indirectly.


 


“Trustee”
means the Person identified as “Trustee” in the first paragraph hereof and any successor trustee under the Indenture
pursuant to Article 5.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 and any statute successor thereto, in each case as amended from
time to time.


 


“vice
president” when used with respect to the Issuer, 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 as shall be established by or
pursuant to a Resolution of the Board of Directors and set forth in an Officer’s Certificate, 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 the Indenture and may have imprinted or otherwise reproduced thereon such legends, notations or endorsements 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 officer executing such Securities, as evidenced by such
officer’s execution of the Securities.


 


The
definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner,
all as determined by the officer executing such Securities, as evidenced by such officer’s execution of such Securities.


 


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


 




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


 


	 	[  ],
	 	as
    Trustee
	 	 	 
	 	by:	 
	 	 	Authorized
    Signatory


 




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Section
2.03. Amount Unlimited; Issuable in Series. Subject to compliance with the representations, warranties and covenants set
forth herein, in an Officer’s Certificate, in any indenture supplemental hereto and in any amendment hereto or thereto,
the aggregate principal amount of Securities which may be authenticated and delivered under the Indenture is unlimited.


 


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 Officer’s 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 the
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 or 2.11);


 


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


 


(d)
the rate or rates (which may be fixed or variable) at which the Securities of the series shall bear interest, if any, or the method
by which such rate shall be determined (including, but not limited to, any commodity, commodity index, stock exchange index or
financial index), 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 on such Interest Payment Dates;


 


(e)
the right, if any, to extend the interest payment periods and the duration of such extension;


 


(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)
the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series pursuant to any sinking fund or otherwise
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;


 


(i)
if other than denominations of $2,000 and any multiple of $1,000 in excess thereof, the denominations in which Securities of the
series shall be issuable;


 


(j)
the percentage of the principal amount at which the Securities will be issued, and, 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;


 


(k)
whether the Securities are issuable under Rule 144A, Regulation S and/or any exemption from registration under the Securities
Act and, in such case, any provisions unique to such form of issuance including any transfer restrictions or exchange and registration
rights;


 


(l)
whether the Securities are issuable as a Global Security and, in such case, the identity for the depositary for such series, if
other than the Depositary;


 




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(m)
any deletion from, modification of or addition to the Events of Default or covenants provided for with respect to the Securities
of the series;


 


(n)
any provisions granting special rights to holders when a specified event occurs;


 


(o)
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 the securities of the series rather than pay such additional amounts;


 


(p)
any special tax implications of the notes, including provisions for Original Issue Discount Securities;


 


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


 


(r)
any guarantor or co-issuer of the Securities of the series;


 


(s)
any special interest premium or other premium;


 


(t)
whether the Securities are convertible or exchangeable into common stock or other equity securities of the Issuer or a combination
thereof and the terms and conditions upon which such conversion or exchange shall be effected;


 


(u)
the currency in which payments shall be made, if other than U.S. dollars; and


 


(v)
any and all other terms of the Securities of any series.


 


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 and set forth in an Officer’s Certificate, or in any indenture
supplemental hereto. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series
may be reopened for issuance of additional Securities of such series. Additional Securities of such series will be consolidated
with, and form a single series with, Securities then Outstanding of such series; provided, however, that if such additional Securities
of such series are not fungible with the Securities of such series for U.S. federal income tax purposes, the additional Securities
of such series will have a separate CUSIP number.


 


Any
additional Securities shall be established in or pursuant to a Resolution of the Board of Directors and set forth in an Officer’s
Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series the
following information:


 


(i)
the aggregate principal amount of such additional Securities to be authenticated and delivered pursuant to the Indenture


 


(ii)
the issue price, issue date and CUSIP number, if any, of such additional Securities; and


 


(iii)
whether such additional Securities shall be transfer restricted Securities or have any registration or exchange rights.


 


Section
2.04. Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of
the Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, together
with a written order of the Issuer, signed in the name of the Issuer by its Chairman of the Board, its President, any Vice President,
its Controller, its Secretary or any Assistant Secretary, and delivered to the Trustee (an “Issuer Order”).
The Trustee, in accordance with such written order, shall authenticate and deliver such Securities.


 




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In
authenticating such Securities and accepting the additional responsibilities under the Indenture in relation to such Securities,
the Trustee shall be entitled to receive and (subject to Section 5.01) shall be fully protected in relying upon:


 


(a)
a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution
or resolutions delivered under clause 2.04(b) below;


 


(b)
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;


 


(c)
an executed supplemental indenture, if any;


 


(d)
in lieu of a supplemental indenture, an Officer’s Certificate setting forth the form and terms of the Securities as required
pursuant to Section 2.01 and 2.03, respectively, and prepared in accordance with Section 10.05;


 


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


 


(i)
the form or forms and terms of such Securities have been established by or pursuant to a Resolution of the Board of Directors
and set forth in an Officer’s Certificate, or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity
with the provisions of the Indenture; and


 


(ii)
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 entitled to the benefits of
the Indenture, and enforceable against the Issuer in accordance with their terms, except to the extent that enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in
effect relating to creditor’s rights generally, and general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).


 


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.


 


Section
2.05. Execution of Securities. The Securities shall be signed in the name of the Issuer by any one of the following officers:
the chairman of the Board of Directors, the chief executive officer, the chief financial officer, any president, any executive
vice president, the treasurer or the secretary of the Issuer. Such signature may be the manual or facsimile signature of the present
or any future such officer. Typographical and other minor errors or defects in 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 person as, at the actual date of the execution of such
Security, shall be the proper officer of the Issuer, although at the date of the execution and delivery of the Indenture any such
person was not such an officer.


 


Section
2.06. Certificate of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially
in the form set forth herein, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled
to the benefits of the Indenture. 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 the Indenture.


 




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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 denominations of $2,000 and any
multiple of $1,000 in excess thereof. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or
in accordance with such plan as the officer of the Issuer executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.


 


In
the absence of any such specification with respect to the Securities of any series, the principal of and the interest on the Securities
of such series, shall be payable in the coin or currency of the United States of America that at the time is legal tender for
public and private debt, at the office or agency of the Issuer maintained for that purpose.


 


Each
Security shall be dated the date of its authentication, shall bear interest, if any, from the date and shall be payable on the
dates, in each case, established 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 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 may appoint one or more Registrars. The Issuer initially appoints
the Trustee as Registrar. 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 (the “Register”) 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. The 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 the Register 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 Holder making the exchange
shall be entitled to receive, bearing numbers not contemporaneously Outstanding.


 


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 satisfactory to the
Issuer and the Trustee duly executed by, the holder or his attorney duly authorized in writing, together with signature guarantees
for such holder or attorney.


 


The
Issuer or the Trustee 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.


 




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Neither
the Issuer nor the Trustee shall be required to exchange or register a transfer of (a) any Securities of any series for a period
of 15 days 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 public notice has been given that such
Security is to be redeemed in part, the portion thereof not so to be redeemed.


 


In
addition to the transfer requirements provided in this Section 2.08, any Security or Securities will be subject to such further
transfer restrictions as may be contained in an Officer’s Certificate or indenture supplemental hereto applicable to such
series of Securities.


 


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 the Indenture, as the Securities surrendered upon such transfer or exchange.


 


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 receipt of an Issuer
Order, 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, evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.


 


Upon
the issuance of any substitute Security, the Issuer or the Trustee 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 satisfaction
of the destruction, loss or theft of such Security and of the ownership thereof. In case the mutilated, deleted, destroyed, or
lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion may pay the Security instead
of issuing a substitute Security.


 


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 shall be entitled to all the benefits of (but shall be
subject to all the limitations of rights set forth in) the 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; Destruction 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 the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee,
shall be cancelled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions
of the Indenture. On written request of the Issuer at the time of such surrender, the Trustee shall deliver to the Issuer the
Securities cancelled by the Trustee. In the absence of such request, the Trustee shall cancel Securities held by it in accordance
with its customary procedures and deliver a certificate of destruction 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.


 




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Section
2.11. Temporary Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and
the Trustee shall, upon receipt of an Issuer Order, authenticate and deliver temporary Securities for such series (printed, lithographed,
typewritten or otherwise reproduced, in each case in form 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 the 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, upon receipt of an Issuer Order, 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 the Indenture as definitive Securities of such series.


 


Section
2.12. Authenticating Agent. So long as any of the Securities of any series remain Outstanding there may be an Authenticating
Agent for any or all such series of Securities which the Trustee shall have the right to appoint. Said Authenticating Agent shall
be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, transfer or partial
redemption thereof, and Securities so authenticated shall be entitled to the benefits of the Indenture and shall be valid and
binding for all purposes as if authenticated by the Trustee hereunder. All references in the Indenture to the authentication of
Securities by the Trustee shall be deemed to include authentication by an Authenticating Agent for such series. Each Authenticating
Agent shall be acceptable to the Issuer and shall be a corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business
to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision
or examination by Federal or State authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance
with these provisions, it shall resign immediately. Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Issuer. The Trustee may at any time (and upon written request by the Issuer shall) terminate
the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Issuer.
Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Issuer. Any successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating
Agent pursuant hereto.


 


Section
2.13. Global Securities. If the Issuer shall establish pursuant to Section 2.01 that the Securities of a particular series
are to be issued as a Global Security, then the Issuer shall execute and the Trustee shall, in accordance with Section 2.04, authenticate
and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the
aggregate principal amount of all the Securities to be represented by a Global Security, (ii) be registered in the name of the
Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction
and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture,
this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary
or to a nominee of such successor Depositary.”


 


Notwithstanding
the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner
provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series
selected or approved by the Issuer or to a nominee of such successor Depositary.


 




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Ownership
of beneficial interests in a registered global security will be limited to Agent Members that have accounts with the Depositary
or persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will
credit, on its book-entry registration and transfer system, the Agent Members accounts with the respective principal or face amounts
of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution
of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown
on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect
to interests of Agent Members, and on the records of Agent Members, with respect to interests of persons holding through Agent
Members.


 


So
long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee,
as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes
under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented
by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities
in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent
Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered
Global Security and, if that person is not an Agent Member, on the procedures of the Agent Member through which the person owns
its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee
may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest
in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the
Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a Holder of any Security.


 


Principal,
premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary
or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global
Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility
or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered
Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.


 


If
at any time the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within
90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, this Section 2.13 shall
no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee
will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations,
and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such
Global Security. In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented
by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such
event the Issuer will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing
such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security
of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive
registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities
in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.13 shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such
instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose
names such Securities are so registered.


 


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


 




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ARTICLE
3

Covenants of the Issuer


 


Section
3.01. Payment of Principal and Interest. (a) 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. The Issuer shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal on each series of Securities at the rate
specified in the terms of such series of Securities to the extent lawful; it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period)
at the same rate to the extent lawful. Unless otherwise provided in the Securities of any series, not later than 11:00 A.M. (New
York City time) on the due date of any principal of or interest on any Securities, the Issuer will deposit with the Trustee (or
paying agent) money in immediately available funds sufficient to pay such amounts, provided that if the Issuer or any affiliate
of the Issuer is acting as paying agent, it will, on or before each due date, segregate and hold in a separate trust fund for
the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as
provided in the Indenture. In each case the Issuer will promptly notify the Trustee of its compliance with this paragraph.


 


(b)
An installment of principal or interest will be considered paid on the date due if the Trustee (or paying agent, other than the
Issuer or any affiliate of the Issuer) holds on that date money designated for and sufficient to pay the installment. If the Issuer
or any affiliate of the Issuer acts as paying agent, an installment of principal or interest will be considered paid on the due
date only if paid to the Holders.


 


(c)
Payments in respect of the Securities represented by the Global Security are to be made by wire transfer of immediately available
funds to the accounts specified by the Depositary with respect to the Global Security. With respect to certificated Securities,
the Issuer will make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof
or, if no such account is specified, by mailing a check to each Holder’s registered address.


 


Section
3.02. Offices for Payments, etc. So long as any of the Securities remain Outstanding, the Issuer will maintain in New York
City, 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 the Indenture provided and (c) where notices and
demands to or upon the Issuer in respect of the Securities or of the Indenture may be given or 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 of [  ]
at [  ], Attention: [  ], 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 applicable Corporate Trust Office
of the Trustee and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, notices and demands.


 


Section
3.03. 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 the holders of the Securities of such series or of the Trustee,


 




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(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,


 


(c)
pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance
of the failure referred to in clause 3.03(b) above, and


 


(d)
that it will perform all other duties of paying agent as set forth in the Indenture.


 


The
Issuer shall, 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 shall promptly notify the Trustee of any failure to take such action.


 


If
an 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
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.


 


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 9.05 and 9.06.


 


Section
3.04. Certificate of the Issuer. The Issuer will furnish to the Trustee on or before 120 days after the end of each fiscal
year (beginning with the fiscal year ended December 31, [__]) a brief certificate (which need not comply with Section 10.05) from
the principal executive, financial or accounting officer or the Treasurer of the Issuer as to his or her knowledge of the Issuer’s
compliance with all conditions and covenants under the Indenture (such compliance to be determined without regard to any period
of grace or requirement of notice provided under the Indenture), or if there has been a default, specifying the default and its
nature and status.


 


Section
3.05. Reports by the Issuer. The Issuer will furnish to the Trustee any document or report the Issuer is required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act within 15 days after such document or report is filed
with the Commission.


 


Section
3.06. Existence. Except as permitted under Article 8, the Issuer covenants to do or cause to be done all things necessary
to preserve and keep in full force and effect its existence, rights and franchises; provided, however, that the
Issuer shall not be required to preserve any right or franchise if it determines that its preservation is no longer desirable
in the conduct of business.


 


ARTICLE
4

Remedies of the Trustee and Holders on Event of Default


 


Section
4.01. Event of Default; Acceleration of Maturity; Waiver of Default. An “Event of Default” with respect
to Securities of any series means the occurrence of one or more of the following events (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)
the failure to pay interest on any Security of such series when the same becomes due and payable and the default continues for
a period of 60 days or more;


 


(b)
the failure to pay the principal or premium, if any, of any Security of such series, when the same becomes due and payable, at
maturity, upon acceleration, upon redemption or otherwise;


 




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(c)
a default in the performance, or breach, of the obligations of the Issuer under Section 8.01 of this Indenture;


 


(d)
a default in the observance or performance of any other covenant or agreement contained in this Indenture which default continues
for a period of 60 days after the Issuer receives written notice specifying the default (and demanding that such default be remedied)
from the Trustee or the Holders of at least a majority of the Outstanding aggregate principal amount of each series of Securities
affected, voting together as a single class;


 


(e)
(i) a failure by the Issuer to make any payment, at the stated maturity, on any Indebtedness of the Issuer (other than Indebtedness
owing to any of its Subsidiaries) in an amount in excess of $50.0 million or its foreign currency equivalent at the time outstanding
under or evidenced by any single indenture or instrument, whether such Indebtedness now exists or shall hereafter be created,
and such failure shall have continued after any applicable grace period or (ii) a default on any Indebtedness of the Issuer (other
than Indebtedness owing to any of its Subsidiaries), whether such Indebtedness now exists or shall hereafter be created, which
default results in such Indebtedness being accelerated or otherwise declared due and payable prior to the stated maturity thereof
in an amount in excess of $50.0 million or its foreign currency equivalent at the time, in the case of each of clauses (i) and
(ii) above, without such Indebtedness having been discharged or the acceleration having been cured, waived, rescinded or annulled;
provided, however, that if any failure, default or acceleration referred to in clauses (i) or (ii) ceases or is
cured, waived, rescinded or annulled, then the Event of Default shall be deemed cured;


 


(f)
the Issuer or any Significant Subsidiary of the Issuer:


 


(i)
commences a voluntary case under any Bankruptcy Law;


 


(ii)
consents to the entry of an order for relief against it in an involuntary case under any Bankruptcy Law;


 


(iii)
consents to the appointment of a custodian or receiver of it or for all or substantially all of its property;


 


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


 


(v)
admits in writing its inability to pay its debts as they become due;


 


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


 


(i)
is for relief in an involuntary case against the Issuer or any Significant Subsidiary of the Issuer;


 


(ii)
appoints a custodian or receiver of the Issuer or any Significant Subsidiary or for all or substantially all of the property of
any of the foregoing;


 


(iii)
orders the liquidation of the Issuer or any of its Significant Subsidiaries; or


 


(iv)
and the order or decree remains unstayed and in effect for 60 consecutive days; or


 


(h)
any other Event of Default provided in the Officer’s Certificate, supplemental indenture or 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 described in clauses 4.01(a), (b), (c), (d), (e), or (h) above (if the Event of Default under clause (d),
(e) or (h) above is with respect to less than all series of Securities then Outstanding) 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,
the Trustee may, and at the direction of the holders of not less than 25% in aggregate principal amount of the Securities of each
such series affected that is then Outstanding hereunder (voting together as a single class) by notice in writing to the Issuer
(and to the Trustee if given by Holders), shall 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 Outstanding
Securities of each such series, together with all accrued and unpaid interest and premium, if any, to be due and payable immediately,
and upon any such declaration the same shall become immediately due and payable.


 




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If
an Event of Default described in clauses Section 4.01(f) or Section 4.01(g) above occurs and is continuing, then the entire principal
amount of the Outstanding Securities will automatically become due immediately and payable without any declaration or other act
on the part of the Trustee or any Holder.


 


Notwithstanding
the foregoing, the Holders of a majority in principal amount of the Outstanding Securities of one or more series (voting together
as a single class) by written notice to the Issuer and to the Trustee may on behalf of the Holders of all Securities of each such
series affected waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:


 


(i)
the rescission would not conflict with any judgment or decree;


 


(ii)
all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely
because of the acceleration;


 


(iii)
to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal (and
premium, if any), which has become due otherwise than by such declaration of acceleration, has been paid;


 


(iv)
the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances;
and


 


(v)
in the event of the cure or waiver of an Event of Default of the type described in Sections 4.01(f) or 4.01(g), the Trustee shall
have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.


 


No
such rescission shall affect any subsequent Event of Default or impair any right consequent thereto.


 


For
all purposes under the 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.


 


Section
4.02. Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) 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 (b) 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 by the
Trustee and each predecessor Trustee except as a result of its negligence or willful misconduct.


 




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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.


 


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 Bankruptcy 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 negligence or bad faith) and of the Holders 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 Holders 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 Holders to make payments to the Trustee, and, in the event that
the Trustee shall consent to the making of payments directly to the Holders, 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 negligence or bad faith and all other amounts due to the Trustee or any predecessor Trustee pursuant to Section 5.07.


 


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 Holder 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 Holder 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 the 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 reasonable expenses, 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.


 




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In
any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of the 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 moneys 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 moneys 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 by the Trustee and each predecessor Trustee except as a result of negligence or bad faith, and all other amounts due
to the Trustee or any predecessor Trustee pursuant to Section 5.07;


 


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 the 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 the Indenture or in aid of the exercise
of any power granted in the Indenture or to enforce any other legal or equitable right vested in the Trustee by the 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 the 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 Holders shall continue
as though no such proceedings had been taken.


 




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Section
4.06. Limitations on Suits by Holder. No Holder of any Security of any series shall have any right by virtue or by availing
of any provision of the Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to the Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of
default and of the continuance thereof, as hereinbefore provided; (ii) the Holders of not less than 25% in aggregate principal
amount of the Securities of each such series affected that is then Outstanding (voting together as a single class) shall have
made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder; (iii) such
Holder or Holders shall have offered to the Trustee such indemnity as it may reasonably require against the costs, expenses and
liabilities to be incurred in compliance with such request; (iv) 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 (v) no direction inconsistent with such
written request shall have been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal
amount of the Securities of each series affected then Outstanding. It is understood and intended, and expressly covenanted by
the taker and Holder of every Security with every other taker and Holder and the Trustee, that no one or more Holders of any series
shall have any right in any manner whatever by virtue or by availing of any provision of the Indenture to affect, disturb or prejudice
the rights of any other such Holder, or to obtain or seek to obtain priority over or preference to any other such Holder or to
enforce any right under the Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all
Holders of the applicable series. For the protection and enforcement of the provisions of this Section, each and every Holder
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 Holders to Institute Certain Suits. Notwithstanding any other provision in the Indenture and
any provision of any Security, the right of any Holder of any Security to receive payment of principal, premium, if any, and interest
on such Security on or after the respective due dates expressed 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 Section 4.06, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or
remedy.


 


No
delay or omission of the Trustee or of any Holder 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 the Indenture or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.


 


Section
4.09. Control by Holders. The Holders of a majority in aggregate principal amount of the Securities of each series affected
(voting together as a single 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 each such series by the Indenture; provided, however, that such direction shall not be otherwise
than in accordance with law and the provisions of the Indenture. 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 shall determine that the action or proceedings
so directed would involve the Trustee in personal liability or if the Trustee in good faith shall 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 the 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 Holders.


 




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Section
4.10. Waiver of Past Defaults. Except as otherwise provided in Sections 4.01, 4.07 and Section 7.02, the Holders of a majority
in aggregate principal amount of the Outstanding Securities of one or more series (voting together as a single class) may, by
notice to the Trustee, on behalf of the Holders of all Securities of each such series waive an existing default and its consequences.
Upon such waiver, the default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured,
but no such waiver will extend to any subsequent or other default or impair any right consequent thereon.


 


Section
4.11. Trustee to Give Notice of Default, But May Withhold in Certain Circumstances. The Trustee shall give to the Holders
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 45 days after the occurrence
thereof, 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 Holders of such series.


 


Section
4.12. Right of Court to Require Filing of Undertaking to Pay Costs. In any suit for the enforcement of any right or remedy
under the Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any
party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant (other than the Trustee) in the suit
having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply
to a suit by a Holder to enforce payment of principal of or interest on any Security on the respective due dates.


 


ARTICLE
5

Concerning the Trustee


 


Section
5.01. Duties and Responsibilities of the Trustee; During Default; Prior to Default.


 


(a)
The duties and responsibilities of the Trustee are as provided by the Trust Indenture Act and as set forth herein. Whether or
not expressly so provided, every provision of the Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee is subject to this Article.


 


(b)
Except during the continuance of an Event of Default, the Trustee need perform only those duties that are specifically set forth
in the Indenture and no others, and no implied covenants or obligations will be read into the Indenture against the Trustee. In
case an Event of Default of which a Responsible Officer shall have actual knowledge or shall have received written notice from
the Issuer or any holder of Securities of any series has occurred and is continuing, the Trustee shall exercise those rights and
powers vested in it by the 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.


 


(c)
No provision of the Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct.


 


Section
5.02. Trustee’s Obligations with Respect to the Covenants. The Trustee shall not be obligated to monitor or confirm,
on a continuing basis or otherwise, the Issuer’s compliance with the covenants contained in Article 4 or with respect to
any reports or other documents filed under the Indenture; provided, however, that nothing herein shall relieve the
Trustee of any obligations to monitor the Issuer’s timely delivery of all reports and certificates required under Section
3.04 and Section 3.05 of the Indenture and to fulfill its obligations under Article 5 hereof.


 




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Section
5.03. Moneys Held by Trustee. Subject to the provisions of Section 9.06 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 law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be
liable for interest on any money received by it hereunder except such as it may agree with the Issuer in writing to pay thereon.


 


Section
5.04. Reports by the Trustee to Holders. Within 60 days after each May 15, beginning with May 15, [___], the Trustee will
mail to each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15, if required by
Trust Indenture Act Section 313(a), and file such reports with each stock exchange upon which its Securities are listed and with
the Commission if, and to the extent, required by Trust Indenture Act Section 313(d).


 


The
Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture Act.


 


A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with the Issuer, with each
stock exchange upon which any Securities are listed (if so listed) and also with the Commission.


 


Section
5.05. Certain Rights of the Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):


 


(a)
In the absence of bad faith on its part, the Trustee may rely, and will be protected in acting or refraining from acting, upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented
by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but, in the case of any document
which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the
document to determine whether it conforms to the requirements of the Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation
into such facts or matters as it sees fit.


 


(b)
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel conforming
to Section 10.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the
certificate or opinion.


 


(c)
The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney
or agent appointed by the Trustee with due care.


 


(d)
The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the Holders, unless such
Holders have offered to the Trustee security or indemnity as it may reasonably require against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.


 


(e)
The Trustee will not be liable in its individual capacity for any action it takes, suffers or omits to take in good faith that
it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the
direction of the Holders in accordance with 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 the Indenture.


 


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


 


(g)
No provision of the Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory
to it against any loss, liability or expense.


 




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(h)
The Trustee shall not be liable in its individual capacity for an error in judgment made in good faith by a Responsible Officer
or other officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.


 


(i)
The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by the Indenture.


 


(j)
The Trustee shall have no duty to see to any recording, filing or depositing of the Indenture or any agreement referred to herein
or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such
re-recording or re-filing or re-depositing thereof.


 


(k)
The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or Event of Default unless
a Responsible Officer of the Trustee shall have received written notice from the Issuer or any holder of the Securities or obtained
actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that
there is no default or Event of Default.


 


Section
5.06. Trustee and Agents May Hold Securities; Collections, 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
5.07. Compensation and Indemnification of Trustee and Its Prior Claim. (a) The Issuer will pay the Trustee compensation
as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a Trustee
of an express trust. The Issuer will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements
and advances incurred or made by the Trustee, (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 negligence or bad faith. The Issuer also covenants to indemnify the Trustee, its directors, officers,
employees and agents and each predecessor Trustee, its directors, officers, employees and agents for, and to hold each of them
harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration of the
Indenture or the trusts hereunder and the performance of its duties hereunder and under the Securities, including the costs and
expenses of defending itself against or investigating any claim of liability in the premises and the costs and expenses of defending
itself against any claim or liability and of complying with any process served upon it or any of its officers and the enforcement
of the Indenture (including this section), except to the extent such loss liability or expense is due to the negligence or willful
misconduct of the Trustee or such predecessor Trustee.


 


Anything
in the Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost profits) unless it shall be proved that the Trustee was
grossly negligent in acting or failing to act.


 


(b)
To secure the Issuer’s payment obligations in this Section, the Trustee will have a lien prior to the Securities on all
money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay
principal of, and interest on particular Securities.


 


The
obligations of the Issuer under this Section 5.07 shall survive the resignation and removal of the Trustee and payment of the
Securities, and shall extend to any co-trustee or separate trustee.


 


Section
5.08. Right of Trustee to Rely on Officer’s Certificate, etc. Subject to Sections 5.01 and Section 5.05, whenever
in the administration of the trusts of the 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 negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such certificate, in the absence
of negligence or bad faith 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 the Indenture upon the faith thereof.


 




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Section
5.09. Disqualification; Conflicting Interests. If the Trustee has or shall acquire any “conflicting interest”
within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Issuer shall in all respects comply with
the provisions of Section 310(b) of the Trust Indenture Act.


 


Section
5.10. Persons Eligible for Appointment as Trustee. The Indenture must always have a Trustee that satisfies the requirements
of Trust Indenture Act Section 310(a) and has a combined capital and surplus of at least $25,000,000 as set forth in its most
recent published annual report of condition.


 


Section
5.11. 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 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 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder 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 with respect to any series of
Securities after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Security
or Securities of such series for at least six months; or


 


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


 




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(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 5.11 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 5.12.


 


(e)
Any successor trustee appointed pursuant to this Section may be appointed with respect to the Securities of one or more series
or all of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular series.


 


Section
5.12. Acceptance of Appointment by Successor. Any successor trustee appointed as provided in Section 5.11 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 9.06, 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.


 


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 prepared by and at the expense of the Issuer which (1) shall contain such provisions as shall be deemed necessary
or desirable to transfer and confirm to, and to vest in, each successor trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates,
(2) 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 (3) shall add to or change any of the provisions of the 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 5.12, the Issuer shall mail notice thereof by first-class
mail to the Holders of any series for which such successor trustee is acting as trustee at their last addresses as they shall
appear in the 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 5.11. 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
5.13. Merger, Conversion, Consolidation or Succession to Business of Trustee. If the Trustee consolidates with, merges
or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national banking association without any further act will be
the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee in the Indenture.


 


In
case at the time such successor to the Trustee shall succeed to the trusts created by the 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 the 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
5.14. Preferential Collection of Claims Against the Issuer. The Trustees shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned
or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.


 


Section
5.15. Trustee’s Disclaimer. The Trustee (i) makes no representation as to the validity or adequacy of the Indenture
or the Securities, (ii) is not accountable for the Issuer’s use or application of the proceeds from the Securities and (iii)
is not responsible for any statement in the Securities other than its certificate of authentication.


 


ARTICLE
6

Concerning the Holders


 


Section
6.01. Evidence of Action Taken by Holders. Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by the Indenture to be given or taken by a specified percentage in principal amount of the Holders 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 Holders 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.


 


If
the Issuer shall solicit from the Holders of any series any request, demand, authorization, direction, notice, consent, waiver
or other action, the Issuer may, at its option, as evidenced by an Officer’s Certificate, fix in advance a record date for
such series for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent,
waiver or other action, but the Issuer shall have no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action, may be given before or after the record date, but only the
Holders of the requisite proportion of Outstanding Securities of that series who have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities
of that series shall be computed as of the record date; provided, however, that no such authorization, agreement
or consent by such Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions
of the Indenture not later than six months after the record date.


 


Proof
of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of the Indenture
and (subject to Section 5.01 and Section 5.05) conclusive in favor of the Trustee and the Issuer, if made in the manner provided
in this Article.


 


Section
6.02. Proof of Execution of Instruments and of Holding of Securities; Record Date. Subject to Section 5.01 and Section
5.05, the execution of any instrument by a Holder 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 satisfactory to the Trustee. The holding of
Securities shall be proved by the 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 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 such series of record on such record date
shall be entitled to so vote or give such consent or revoke such vote or consent. Notice of such record date may be given before
or after any request for any action referred to in Section 6.01 is made by the Issuer.


 


Section
6.03. Holders to Be Treated as Owners. Prior to the due presentment for registration of transfer of any Security, 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 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 the Indenture, interest on such Security and for all other purposes; and neither the Issuer,
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.


 




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Section
6.04. 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 the Indenture,
Securities which are owned by the Issuer or any other obligor on the Securities with respect to which such determination is being
made 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 with respect to which such determination is being made 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 a Responsible Officer of
the Trustee actually knows are so owned, or has received written notice that such Securities 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 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 Officer’s 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 Section 5.01
and Section 5.05, the Trustee shall be entitled to accept such Officer’s 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.


 


Section
6.05. 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 the 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 applicable 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, 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 the 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

Amendments, Supplements and Waivers


 


Section
7.01. Supplemental Indentures without Consent of Holders. The Issuer and the Trustee may amend the Indenture or the Securities
or enter into an indenture supplemental hereto without notice to or the consent of any Holder to


 


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


 


(b)
to provide for uncertificated Securities of any series in addition to or in place of certificated Securities of the applicable
series;


 


(c)
to comply with Article 8 in the case of a merger or consolidation;


 


(d)
to maintain the qualification of the Indenture under the Trust Indenture Act;


 


(e)
to evidence and provide for the acceptance of appointment by a successor Trustee;


 




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(f)
to conform the text of this Indenture or the terms of the Securities of any series to any prospectus, offering memorandum, offering
circular or any other document pursuant to which the Securities of such series were offered;


 


(g)
to establish the form or terms of Securities of any series;


 


(h)
to provide for the assumption by a successor corporation, partnership, trust or limited liability company of the Issuer’s
obligations to the Holders of the Securities of any series, in each case in compliance with the applicable provisions of the Indenture;
or


 


(i)
to make any change that would provide any additional rights or benefits to the Holders of Securities of any series (including
to secure Securities of any series, add guarantees with respect thereto, to add to the covenants of the Issuer for the benefit
of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for the benefit of the applicable series), or to surrender
any right or power herein conferred upon the Issuer, or that does not adversely affect the legal rights under this Indenture of
any Holder of Securities of any series in any material respect.


 


The
Trustee is hereby authorized to join with the Issuer in the execution of any such amendment or 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 amendment or supplemental
indenture which affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise.


 


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


 


Section
7.02. Supplemental Indentures with Consent of Holders.


 


(a)
With the consent (evidenced as provided in Article 6) of either (i) the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding of that series or (ii) the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding of all series affected by such amendment or supplemental indenture (voting together
as a single class), 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 the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series. Except as otherwise provided herein, the Holders of at least
a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such waiver (voting
together as a single class), by notice to the Trustee may waive compliance by the Company with any provision of this Indenture
or the Securities with respect to such series.


 


(b)
Notwithstanding the provisions of paragraph (a), without the consent of each affected Holder of a particular series, an amendment,
supplement or waiver may not (with respect to any non-consenting Holder):


 


(i)
reduce the aggregate principal amount of Securities of any series at maturity whose Holders must consent to an amendment;


 


(ii)
reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on
Securities of any series;


 


(iii)
reduce the principal of or change or have the effect of changing the fixed maturity of Securities of any series, or change the
date on which Securities of any series may be subject to redemption or repurchase or reduce the redemption price therefor;


 




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(iv)
make Securities of any series payable in money other than that stated in the Securities of the applicable series or change the
place of payment of the Securities of any series from that stated in the Securities of such series or in the Indenture;


 


(v)
make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of and interest
on such Holder’s Security or Securities on or after the due date thereof or to bring suit to enforce such payment, or permitting
Holders of a majority in aggregate principal amount of Securities of each series affected (voting together as a single class)
to waive defaults or Events of Default;


 


(vi)
make any change in these amendment and waiver provisions; or


 


(vii)
make any change or modification to the ranking of the Securities of any series that would adversely affect the Holders.


 


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


 


Section
7.03. Execution of Amendments or Supplemental Indentures or Waivers. 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 amendment, supplemental indenture or waiver and upon the filing with the Trustee of evidence of the consent of Holders
as aforesaid and other documents, if any, required by Section 6.01, the Trustee shall join with the Issuer in the execution of
such amendment, supplemental indenture or waiver unless such supplemental indenture or waiver affects the Trustee’s own
rights, duties or immunities under the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not
be obligated to, enter into such amendment, supplemental indenture or waiver.


 


The
Trustee, subject to the provisions of Sections 5.01 and 5.05, may receive an Officer’s Certificate and an Opinion of Counsel
as conclusive evidence that any amendment, supplemental indenture or waiver executed pursuant to this Article 7 complies with
the applicable provisions of the Indenture; provided, however, that such Officer’s Certificate and Opinion of Counsel
need not be provided in connection with the execution of an amendment, supplemental indenture or waiver that establishes the terms
of a series of Securities pursuant to Section 2.01 hereof.


 


Promptly
after the execution by the Issuer and the Trustee of any amendment, supplemental indenture or waiver pursuant to the provisions
of this Section, the Issuer shall deliver a notice thereof to the Holders 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 amendment, supplemental
indenture or waiver. Any failure of the Issuer to deliver such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amendment, supplemental indenture or waiver.


 


Section
7.04. Effect of Amendment, Supplemental Indenture or Waiver. Upon the execution of any amendment, supplemental indenture
or waiver pursuant to the provisions hereof, the 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 the Indenture of the Trustee, the Issuer
and the Holders 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 amendment, supplemental indenture
or waiver shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.


 


Section
7.05. Effect of Consent. After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it
is of the type requiring the consent of each Holder affected. If the amendment, supplement or waiver is of the type requiring
the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it and every
subsequent Holder of a Security that evidences the same debt as the Security of the consenting Holder.


 




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Section
7.06. Notation on Securities in Respect of Amendments, Supplemental Indentures or Waivers. Securities of any series authenticated
and delivered after the execution of any amendment, supplemental indenture or waiver pursuant to the provisions of this Article
may, but need not, bear a notation in form approved by the Trustee for such series, as to any matter provided for by such amendment,
supplemental indenture or waiver or as to any action taken at any such meeting. If 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 of the Issuer, to any modification
of the Indenture contained in any such amendment, supplemental indenture or waiver may be prepared by the Issuer, authenticated
by the Trustee and delivered in exchange for the Securities of such series then Outstanding.


 


Section
7.07. Conformity with the Trust Indenture Act. Every amendment, supplemental indenture or waiver executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act as then in effect.


 


ARTICLE
8

Consolidation, Merger, Sale or Conveyance


 


Section
8.01. Consolidation, Merger or Sale of Assets by the Issuer.


 


(a)
The Issuer shall not merge into or consolidate with any other Person or Persons (whether or not affiliated with the Issuer) or
sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property or assets to any other Person or
Persons (whether or not affiliated with the Issuer), unless:


 


(i)
either (a) the transaction is a merger or consolidation and the Issuer is the surviving entity; or (b) the successor Person (or
the Person which acquires by sale, conveyance, transfer or lease all or substantially all of the property or assets of the Issuer)
is organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the Issuer’s obligation
for the due and punctual payment of the principal of (and premium, if any, on) and interest on all the Outstanding Securities
of any series and the performance and observance of every covenant of the Outstanding Securities of such series and this Indenture
on the part of the Issuer to be performed or observed;


 


(ii)
immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Issuer or
any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transaction,
no Event of Default shall have occurred and be continuing; and


 


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


 


(b)
The restrictions in Sections 8.01(ii) and 8.01(iii) hereof shall not be applicable to:


 


(i)
the merger or consolidation of the Issuer with an affiliate of the Issuer if the Board of Directors determines in good faith that
the purpose of such transaction is principally to change the state of incorporation of the Issuer or convert the form of organization
of the Issuer to another form; or


 


(ii)
the merger of the Issuer with or into a single direct or indirect wholly owned subsidiary of the Issuer pursuant to Section 251(g)
(or any successor provision) of the General Corporation Law of the State of Nevada (or similar provision of the Issuer’s
state of incorporation).


 




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Section
8.02. Successor Substituted. Upon any consolidation of the Issuer with, or merger of the Issuer into, any other Person
or any sale, transfer or other conveyance of substantially all of the properties and assets of the Issuer in accordance with Section
8.01, but not in the case of a lease, the successor Person formed by such consolidation or into which the Issuer is merged or
to which such sale, transfer or other conveyance is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Issuer under the Indenture with the same effect as if such successor Person had been named as the Issuer herein,
and thereafter, the predecessor Person shall be released of all obligations to pay principal and interest on the Securities and
all other obligations and covenants under the Indenture and the Securities. For purposes of the foregoing, if the Issuer consummates
a Holding Company Reorganization, New HoldCo shall be treated as the “successor Person” and the Holding Company Reorganization
shall constitute the transfer to New HoldCo of substantially all of the Issuer’s assets.


 


ARTICLE
9

Defeasance and Discharge; Unclaimed Moneys


 


Section
9.01. Satisfaction and Discharge of Indenture. The Issuer may terminate its obligations under the Indenture, when:


 


(a)
either (i) all the Securities of any series issued that have been authenticated and delivered have been delivered to the Trustee
for cancellation (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 (ii) all the Securities of any series issued that have not been delivered
to the Trustee for cancellation shall have (A) become due and payable, or (B) are by their terms to become due and payable within
one year, or are to be called for redemption within one year and the Issuer shall have made irrevocable arrangements satisfactory
to the Trustee for the giving of notice of redemption by such Trustee in the Issuer’s name, and at the Issuer’s expense
and the Issuer have irrevocably deposited or caused to be deposited with the Trustee sufficient funds to pay and discharge the
entire indebtedness on the applicable series of Securities not theretofore delivered to the Trustee for cancellation, for principal,
premium, if any, and interest to the date of such deposit (in the case of Securities that have become due and payable) or to the
applicable maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the
Trustee to apply such funds to the payment thereof at the applicable maturity or redemption date, as the case may be;


 


(b)
The Issuer shall have paid or caused to be paid all other sums then due and payable under the Indenture; and


 


(c)
The Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all
conditions precedent under the Indenture relating to the satisfaction and discharge of the indenture have been complied with.


 


If
the foregoing conditions are met, the Trustee, on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion
of counsel and at the cost and expense of the Issuer, shall execute proper instruments prepared by the Issuer acknowledging such
satisfaction of and discharging the Indenture with respect to such series except as to:


 


(1)
rights of Holders to receive payments when due of principal thereof and interest thereon, and remaining rights of the holders
to receive mandatory sinking fund payments, if any;


 


(2)
obligations of the Issuer in respect of issuing temporary Securities, registration of Securities, substitution of mutilated, defaced,
destroyed, lost or stolen Securities and the maintenance of an office or agency for payment on Securities;


 


(3)
rights of registration of transfer and exchange of Securities of such series, and the Issuer’s right of optional redemption,
if any;


 


(4)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and the obligations of the Issuer in connection therewith;


 


(5)
the rights of the Holders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable
to all or any of them;


 




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(6)
the defeasance provisions of Section 9.02; and


 


(7)
the rights of the Issuer to be repaid any money pursuant to Sections 9.05 and 9.06.


 


Section
9.02. Legal Defeasance. Upon the Issuer’s exercise of the option applicable to this Section 9.02, the Issuer will
be deemed to have paid the entire indebtedness represented by, and will be discharged from its obligations in respect of, the
Securities of any series and the Indenture, other than its obligations in Article 2 and Section 3.01, Section 3.02, Section 5.07,
Section 5.11, and listed in clauses (1), (2), (3), (4), (5), (6) and (7) of Section 9.01, provided the following conditions
have been satisfied:


 


(a)
The Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to the benefits of the holders of the Securities of a series
in cash or Governmental Obligations or a combination thereof (other than moneys repaid by the Trustee or any paying agent to the
Issuer in accordance with Section 9.06) in each case sufficient without reinvestment, in the written opinion of a nationally recognized
investment bank, appraisal firm, or firm of independent public accountants to pay and discharge, and which shall be applied by
the Trustee to pay and discharge, all of the principal, interest and any premium at due date or maturity or if the Issuer has
made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the trustee in the Issuer’s
name and at the Issuer’s expense, the redemption date;


 


(b)
The Issuer has delivered to the Trustee an Opinion of Counsel stating that, as a result of an IRS ruling or a change in applicable
federal income tax law, the holders of the Securities of that series will not recognize gain or loss for federal income tax purposes
as a result of the deposit, defeasance and discharge to be effected and will be subject to the same federal income tax as would
be the case if the deposit, defeasance and discharge did not occur;


 


(c)
No default with respect to the outstanding Securities of that series has occurred and is continuing at the time of such deposit
after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or insolvency has occurred
and is continuing at any time on or before the date of such deposit (other than an Event of Default resulting from the borrowing
of funds to be applied to such deposit and the grant of any Lien securing such borrowings);


 


(d)
The defeasance will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming
all Securities of a series were in default within the meaning of such Act;


 


(e)
The defeasance will not result in a breach or violation of, or constitute a default under the Indenture (other than an Event of
Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings),
or any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which it or any
of its Subsidiaries is bound; and


 


(f)
The Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the defeasance have been complied with.


 


Subject
to compliance with this Article 9, the Issuer may exercise its option under this Section 9.02 notwithstanding the prior exercise
of its option under Section 9.03 hereof.


 


Section
9.03. Covenant Defeasance. Upon the Issuer’s exercise of the option applicable to this Section 9.03, the Issuer’s
obligations set forth in Section 3.04, Section 3.05 and Section 8.01 will terminate and Section 4.01(d) will no longer constitute
an Event of Default, provided the following conditions have been satisfied:


 


(a)
The Issuer has complied with clauses (a), (c), (d), (e), (f) and (g) of Section 9.02; and


 




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(b)
the Issuer has delivered to the Trustee an Opinion of Counsel to the effect that the holders of the Securities of that series
will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit and covenant defeasance to be
effected and will be subject to the same federal income tax as would be the case if the deposit and covenant defeasance did not
occur.


 


Except
as specifically stated above, none of the Issuer’s obligations under the Indenture will be discharged.


 


Section
9.04. Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 9.06, 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 or Governmental Obligations have been deposited with the Trustee, of all sums
due and to become due thereon for principal and interest. Such money need not be segregated from other funds except to the extent
required by law.


 


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


 


Section
9.06. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys or Governmental Obligations
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.


 


ARTICLE
10

Miscellaneous Provisions


 


Section
10.01. Incorporators, Stockholders, Employees, Officers and Directors of Issuer Exempt from Individual Liability. No past,
present or future director, officer, employee, incorporator, agent, stockholder or Affiliate of the Issuer or any of its Subsidiaries,
as applicable, shall have any liability for any obligations of the Issuer or any of its Subsidiaries under the Securities, this
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting
a Security waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the
Securities.


 


Section
10.02. Provisions of Indenture for the Sole Benefit of Parties and Holders. Nothing in the 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, any legal or equitable right, remedy or claim under the 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.


 


Section
10.03. Successors and Assigns of Issuer Bound by Indenture. All the agreements of the Issuer in the Indenture and the Securities
shall bind its successors and assigns.


 


Section
10.04. Notices and Demands on Issuer, Trustee and Holders. Any notice or demand which by any provision of the Indenture
is required or permitted to be given or served by the Trustee or by the Holders 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 ToughBuilt Industries, Inc., 195 Montague Street, 14th Floor,
Brooklyn, New York 11201 Attention: Chief Financial Officer and a copy of such notice or demand shall be sent to the Issuer’s
General Counsel at the same address. Any notice, direction, request or demand by the Issuer or any Holder to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all purposes, if given or made at the applicable Corporate Trust
Office of the Trustee.


 




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Where
the 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
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 the
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
filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.


 


In
case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice to the
Issuer and Holders when such notice is required to be given pursuant to any provision of the Indenture, then any manner of giving
such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.


 


Section
10.05. Officer’s 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 the Indenture, the Issuer shall furnish
to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in the 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 the Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.


 


Each
certificate or opinion provided for in the Indenture and delivered to the Trustee with respect to compliance with a condition
or covenant provided for in the Indenture 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.


 


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 or 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.


 




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Section
10.06. Payments Due on Saturdays, Sundays and Holidays. Except as provided pursuant to Section 2.01 pursuant to a Resolution
of the Board of Directors, and as set forth in an Officer’s Certificate, or established in one or more indentures supplemental
to the Indenture, 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, and no interest shall accrue for the period after such date.


 


Section
10.07. Trust Indenture Act of 1939. The Indenture shall incorporate and be governed by the provisions of the Trust Indenture
Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.


 


Section
10.08. New York Law to Govern. The Indenture and each Security shall be governed by and construed in accordance with the
laws of the State of New York.


 


Section
10.09. Counterparts. The Indenture may be executed in counterparts, each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument.


 


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. In case any one or more of the provisions contained in the Indenture or in the Securities of any series
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect or impair any other provisions of the Indenture or of such Securities, but the Indenture and such Securities
shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.


 


ARTICLE
11

Redemption of Securities and Sinking Fund Provisions


 


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. Unless otherwise indicated for Securities of a particular series by a
Resolution of the Board of Directors and set forth in an Officer’s Certificate or a supplemental indenture hereto, notice
of redemption to the Holders of any series to be redeemed as a whole or in part at the option of the Issuer shall be given at
least 10 days and not more than 60 days prior to the date fixed for redemption to such Holders of such series at their last addresses
as they shall appear upon the registry books. Any notice of redemption shall be mailed or caused to be mailed, by first class
mail, or, in the case of the Depositary with respect to any Global Note, sent electronically, to each Holder whose Notes are to
be redeemed at its registered address. Any notice redemption that is delivered 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, 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, the conditions precedent, if any, to the redemption, 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, after said date interest thereon or on the portions thereof to
be redeemed will cease to accrue and any other information as may be required by the terms of the particular Security of such
series or the Security of a series being redeemed. 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 shall be prepared and given by the Issuer or, at the Issuer’s
request, prepared by the Issuer and given by the Trustee in the name and at the expense of the Issuer.


 


If
less than all the Securities of any series are to be redeemed, the Trustee shall select Securities of such series to be redeemed
in whole or in part in compliance with the requirements of the principal national securities exchange, if any, on which the Securities
of the applicable series are listed or, if the Securities of such series are not so listed, on a pro rata basis, by lot
or by such method as it shall deem fair and appropriate, or in the case of Global Notes, in accordance with the procedures of
the Depositary. 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 the 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.


 


At
least one Business Day 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 3.03) 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.


 


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 such Securities
shall cease from and after the date fixed for redemption to be entitled to any benefit or security under the 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 payment of interest becoming
due on or before the date fixed for redemption shall be payable to the Holders of such Securities registered as such on the relevant
record date.


 


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 15 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”.


 




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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, or (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. Securities so delivered or credited shall be
received or credited by the Trustee at the sinking fund redemption price specified in such Securities.


 


Not
less than 60 days prior to 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, at least 60 days
prior to such sinking fund payment date, 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.


 


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. Securities of any
series which are (a) owned by the Issuer or an entity known by the Trustee to be directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer, as shown by the Register, and not known to the Trustee to have
been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officer’s Certificate at least 60
days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or
an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall
be excluded from Securities of such series eligible for selection for redemption. The notice of redemption of the Securities of
such series to be redeemed shall be prepared and given by the Issuer or, at the Issuer’s request, prepared by the Issuer
and given by the Trustee in the name and at the expense of the Issuer 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.


 




    	37



    	 



    

 


At
least one Business Day before 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 the next following 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 4.09 or the default cured on or before the 60th 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.


 


[Signature
Page Follows]


 




    	38



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused the Indenture to be duly executed as of the date set forth above.


 


	 	TOUGHBUILT
    INDUSTRIES, INC.
	 	 	 
	 	By:	 
	 	Name:	
	 	Title:	
	 	 	 
	 	[  ],
    as Trustee
	 	 	 
	 	By:	                            
	 	Name:	 
	 	Title:	 


 


	STATE
    OF CALIFORNIA	)	 
	 	)	ss.:
	COUNTY
    OF _____________	)	 


 


On
this ___ day of ___________ before me personally came ___________ to me personally known, who, being by me duly sworn, did depose
and say that s/he resides at ___________ that s/he is a ___________ of ToughBuilt Industries, Inc., one of the corporations described
in and which executed the above instrument and that s/he signed his name thereto by like authority.


 


[NOTARIAL
SEAL]


 


	 	 


 


	STATE
    OF CALIFORNIA	)	 
	 	)	ss.:
	COUNTY
    OF _____________	)	 


 


On
this ___ day of __________ before me personally came ___________ to me personally known, who, being by me duly sworn, did depose
and say that s/he resides at ___________ that s/he is a ___________ of [  ], one of the corporations described in and
which executed the above instrument and that s/he signed his name thereto by like authority.


 


[NOTARIAL
SEAL]




 



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