EX-4.10



 Exhibit 4.10 

Form of Subordinated Note 

(FACE OF SECURITY) 
 [Each Book-entry
Security shall bear substantially the following legend: 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] 
 [If the Security has original issue discount for U.S. federal
income tax purposes, insert tax legend: 
 FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“THE
CODE”), THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273(A)(1) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-1(A)) WITH RESPECT TO THIS SECURITY IS
                    , THE ISSUE DATE (AS DEFINED IN SECTION 1275(A)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2(A)(2)) OF THIS SECURITY
IS                     , THE ISSUE PRICE (AS DEFINED IN SECTION 1273(B) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2(A)) OF THIS SECURITY IS
                    , AND THE YIELD TO MATURITY (AS DEFINED IN TREASURY REGULATION SECTION 1.1272-1(B)) OF THIS SECURITY IS
                    .] 







 HASBRO, INC. 

[TITLE OF SECURITY]
 (the
“Securities”) 
  

			
	REGISTERED	  	PRINCIPAL AMOUNT: [    ]
		
	No. [    ]	  	

  

					
	INTEREST PAYABLE EACH [    ] AND [    ] AND AT MATURITY.	  	
			
	CUSIP:            [    ]	 		  	
			
	ORIGINAL ISSUE DATE:	 	[                    ]	  	
			
	INTEREST RATE:	 	[    ]%	  	
			
	MATURITY DATE:	 	[                    ]	  	
			
	OTHER PROVISIONS:	 		  	

 Hasbro, Inc., a Rhode Island corporation (the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to [CEDE & CO.] or registered assigns, the principal sum of
[                    ] on the Maturity Date set forth above, and to pay interest on the outstanding principal amount hereof from
[                    ], or from the most recent interest payment date (each such date, an “Interest Payment Date”) to which interest has
been paid or duly provided for, semi-annually in arrears on [        ] and [        ] of each year, commencing [        ] at
the rate set forth above per annum until the principal hereof shall have become due and payable, and at the same rate per annum on any overdue principal and (without duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same rate per annum compounded semi-annually. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the
event that any date on which the principal of or interest on this Security is payable is not a Business Day, then the payment payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), with the same force and effect as if made on such date. 
 The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Security (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close
of business on the regular record date for such interest installment, which shall be the [                    ] or
[                    ] immediately preceding the relevant Interest Payment Date. [Describe alternate interest or principal accretion
provisions.] 
 The principal of and interest on this Security shall be payable at the office or agency of the Company maintained for
that purpose in any coin or currency of [the United States of America] that at the time of payment is legal tender for payment of public and private debts; provided, 







 
however, that, payment of interest may be made at the option of the Company (i) by check mailed to the holder at such address as shall appear in the Security Register or (ii) by
transfer to an account maintained by the Person entitled thereto, provided that proper written transfer instructions have been received by the relevant record date. 

Unless the certificate of authentication hereon has been executed by the Trustee by the manual signature of one of its authorized officers,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 All capitalized terms
used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture, dated as of [                    ], by and between
the Company and [        ], as trustee (herein, the “Trustee”) [as supplemented by [Supplemental Indenture]] (herein, the “Indenture”). 

The provisions of this Security are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place. 







 IN WITNESS WHEREOF, HASBRO, INC. has caused this Instrument to be signed manually or by facsimile
signature by its Chairman of the Board of Directors, Vice Chairman of the Board of Directors, President, Chief Financial Officer or one of its Executive Vice Presidents, under its corporate seal reproduced hereon and attested by its Secretary or one
of its Assistant Secretaries or its Treasurer or one of its Assistant Treasurers. 
  

					
	HASBRO, INC.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

					
	Attested:
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	

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

 Dated: [                    ] 

 

			
	[                    ]
		
	By:	 	  

		 	as Authorized Officer









 (REVERSE OF SECURITY) 

HASBRO, INC. 
 [TITLE OF
SECURITY] 
 (a) Interest. [The Company promises to pay interest on the principal amount of this Security at the rate per annum shown
above. The Company will pay interest semiannually on [        ] and [        ] of each year, beginning [        ]. Interest
on the Security will accrue from the most recent date to which interest has been paid or, if no interest has been paid from [        ]; provided, that, if there is no existing Event of Default in the payment
of interest, and if this Security is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a
360-day year of twelve 30-day months.] [Describe alternate interest or accretion of principal provisions.] 
 (b) Method of Payment.
[The Company will pay interest on the Securities (except defaulted interest) to the Persons who are the registered Holders of the Security at the close of business on the [        ] or
[        ] next preceding the Interest Payment Date.] The Company will pay principal [and interest] in money of [the United States] that at the time of payment is legal tender for payment of public and private
debts. The Company, however, may pay principal [and interest] by its check payable in such money. 
 The principal of and interest on this
Security shall be payable at the office or agency of the Company maintained for that purpose[; provided, however, that, payment of interest may be made at the option of the Company (i) by check mailed to the holder at such address as shall
appear in the Security Register or (ii) by transfer to an account maintained by the Person entitled thereto, provided that proper written transfer instructions have been received by the relevant record date]. 

The foregoing notwithstanding, principal of and interest on Securities which are represented by Book-entry Securities held of record by the
Depositary will be payable in same-day funds. 
 (c) Security Registrar and Agents. Initially,
[        ] will act as Security Registrar, Paying Agent and agent for service of notices and demands. The Company or any of its subsidiaries may act as Paying Agent. The address of
[                    ] is [                    ],
New York, NY [                    ]. 

(d) Indenture; Limitations. The Company issued the Securities under an Indenture dated as of
[                    ], between the Company and
[                    ], as trustee (in such capacity, the “Trustee”) [as supplemented by [Supplemental Indenture]] (the
“Indenture”). Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended, 15 U.S.C. ss.ss. 77aaa-77bbbb (the “TIA”), as in effect on the date of the Indenture. The Securities are subject to all such terms, and the Holders of the Securities are referred to the Indenture and the
TIA for a statement of them. 
 The Securities are subordinated unsecured obligations of the Company ranking junior in right of payment to
all unsecured and unsubordinated indebtedness of the Company from time to 







 
time outstanding. The Indenture imposes certain limitations on the ability of the Company to, among other things, merge or consolidate with any other Person and sell, lease, transfer or otherwise
dispose of all or substantially all of its properties or assets. 
 (e) Optional Redemption by the Company. [The Securities are not
redeemable prior to Maturity.] [Describe optional redemption provisions.] 
 (f) Convertibility [The Securities are not Convertible
Debt Securities.] [Describe provisions of Convertible Debt Securities.] 
 (g) Sinking Fund. [The Securities are not subject to any
sinking fund.] 
 (h) Governing Law. The Securities and the Indenture shall be deemed to be contracts made under the laws of the State of
New York, and for all purposes shall be construed in accordance with the laws of said state. 
 (i) Discharge Prior to Maturity. The Company
may elect under certain conditions to defease and be discharged from any and all obligations with respect to the Securities (except as otherwise provided in the Indenture) (“defeasance”), upon the irrevocable deposit with the Trustee, in
trust for such purpose, of money, and/or U.S. Government Obligations which through the payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of and interest, if any, on such
Securities on the scheduled due dates therefor. Such a trust may only be established if, among other things, the Company has delivered to the Trustee an Opinion of Counsel to the effect that (i) the Holders of such Securities will not recognize
income, gain or loss, for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not
occurred (such opinion must refer to and be based upon a ruling of the Internal Revenue Service) and (ii) if the deposit referred to above shall include U.S. Government Obligations, such deposit shall not result in the Company, the Trustee or such
trust being regulated as an “investment company,” under the Investment Company Act of 1940, as amended. 
 (j) Denominations,
Transfer, Exchange. This Security is one of a duly authorized issue of Securities of the Company designated as its [Title of Security], limited in aggregate principal amount to [        ]. The
Securities are issuable in [registered] form without coupons in denominations of [        ] principal amount and integral multiples thereof and shall initially be represented by Book-entry Securities. A Holder
may register the transfer of or exchange Securities in accordance with the Indenture and subject to the transfer restrictions as may be contained herein and therein from time to time. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. 
 (k)
Subordination. Reference is made to the Indenture, including, without limitation, provisions subordinating the payment of principal of and premium, if any, and interest on the Securities to the prior payment in full of all Senior Indebtedness as
defined in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. [Describe alternate or additional subordination provisions.] 

(l) Persons Deemed Owners. The registered Holder of a Security may be treated as its owner for all purposes. 







 (m) Amendment and Waiver. Subject to certain exceptions, without notice to the Holders of the
Securities, the Indenture or the Securities may be amended with the consent of (i) the Holders of not less than a majority in principal amount of the Outstanding Securities, or (ii) in case less than all of the several series of Securities
are affected by such amendment, the Holders of not less than a majority in principal amount of each series so affected voting as a single class; and any existing default or compliance with any provision may be waived with the consent of the Holders
of a majority in principal amount of the Securities then outstanding. Without the consent of or notice to any Holder of Securities, the Company may amend the Indenture or the Securities to, among other things, cure any ambiguity, to correct or
supplement any provision of the Indenture which may be defective or inconsistent with any other provision of the Indenture, or make any other provisions with respect to matters or questions arising under the Indenture, provided that such other
provision does not adversely affect the interests of the Holders in any material respect. 
 (n) Defaults and Remedies. If an Event of
Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of Securities may declare all the Securities to be due and payable immediately in the manner and with the effect provided
in the Indenture. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it, subject to the provisions of the TIA, before it enforces the Indenture
or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in writing in its exercise of any trust or power with respect to the Securities. 

(o) Trustee Dealings with the Company.
[                    ], the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee. 

(p) No Recourse Against Others. No stockholder, director, officer or incorporator, as such, past, present or future, of the Company or any
successor corporation or trust shall have any liability for any obligation of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder of a Security
by accepting a Security waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Securities. 

(q) Authentication. This Security shall not be valid until the Trustee or any authenticating agent appointed by the Trustee signs the
certificate of authentication on the other side of this Security. 
 (r) Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= Custodian), AND U/G/M/A (= Uniform Gifts to Minors Act).

 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Hasbro,
Inc. 1027 Newport Avenue, Pawtucket, Rhode Island 02861, Attention: General Counsel. 







 ASSIGNMENT FORM 

If you the holder want to assign this Security, fill in the form below and have your signature guaranteed: 

 

	
	I or we assign and transfer this Security to
	
	  


  

					
	(Insert assignee’s social security or tax ID number)	 	  
	 	

  

	
	  

	
	  

	
	  


  

					
	(Print or type assignee’s name, address and zip code) and irrevocably appoint	 	  


 agent to transfer this Security on the books of the Company. The agent may substitute another to act for such agent. 

 

											
	Date:	 	  
	 		 	Your signature:	 	  

		 		 		 		 	(Sign exactly as your name appears on the other side of this Security)
						
		 		 		 		 	Signature Guarantee:	 	  

		 		 		 		 	NOTICE: To be executed by an executive officer

 NOTICE: Signature(s)
must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program