Exhibit 4.1


HARROW
HEALTH, INC.


 


TO


 


U.S.
BANK NATIONAL ASSOCIATION


 


AS
TRUSTEE


 


INDENTURE


 


DATED
AS OF APRIL 20, 2021


 


SENIOR
DEBT SECURITIES


 




    	 



     


    

 


TABLE
OF CONTENTS


 





		 	Page
	ARTICLE
    1	DEFINITIONS
    AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section
    1.1	Definitions	1
	Section
    1.2	Compliance
    Certificates and Opinions	7
	Section
    1.3	Form
    of Documents Delivered to Trustee	7
	Section
    1.4	Section
    1.4 Acts of Holders; Record Dates	7
	Section
    1.5	Notices,
    etc., to Trustee and Company	9
	Section
    1.6	Notice
    to Holders; Waiver	9
	Section
    1.7	Conflict
    with Trust Indenture Act	9
	Section
    1.8	Effect
    of Headings and Table of Contents	10
	Section
    1.9	Successors
    and Assigns	10
	Section
    1.10	Separability
    Clause	10
	Section
    1.11	Benefits
    of Indenture	10
	Section
    1.12	Governing
    Law	10
	Section
    1.13	Legal
    Holidays	10
	Section
    1.14	Indenture
    and Securities Solely Corporate Obligations	10
	Section
    1.15	Indenture
    May be Executed in Counterparts	11
	ARTICLE
    2	SECURITY
    FORMS	11
	Section
    2.1	Forms
    Generally	11
	Section
    2.2	Form
    of Face of Security	11
	Section
    2.3	Form
    of Reverse of Security	12
	Section
    2.4	Form
    of Legend for Global Securities	15
	Section
    2.5	Form
    of Trustee’s Certificate of Authentication	15
	Section
    2.6	Form
    of Conversion Notice	15
	ARTICLE
    3	THE
    SECURITIES	16
	Section
    3.1	Amount
    Unlimited; Issuable in Series	16
	Section
    3.2	Denominations	19
	Section
    3.3	Execution,
    Authentication, Delivery and Dating	19
	Section
    3.4	Temporary
    Securities	20
	Section
    3.5	Registration;
    Registration of Transfer and Exchange	20
	Section
    3.6	Mutilated,
    Destroyed, Lost and Stolen Securities	21
	Section
    3.7	Payment
    of Interest; Interest Rights Preserved	22
	Section
    3.8	Persons
    Deemed Owners	23
	Section
    3.9	Cancellation	23
	Section
    3.10	Computation
    of Interest	23
	ARTICLE
    4	SATISFACTION
    AND DISCHARGE	23
	Section
    4.1	Satisfaction
    and Discharge of Indenture	23
	Section
    4.2	Application
    of Trust Money	24
	ARTICLE
    5	REMEDIES	24
	Section
    5.1	Events
    of Default	24
	Section
    5.2	Acceleration
    of Maturity; Rescission and Annulment	26
	Section
    5.3	Collection
    of Indebtedness and Suits for Enforcement by Trustee	27
	Section
    5.4	Trustee
    May File Proofs of Claim	27
	Section
    5.5	Trustee
    May Enforce Claims Without Possession of Securities	27
	Section
    5.6	Application
    of Money Collected	27
	Section
    5.7	Limitation
    on Suits	28
	Section
    5.8	Unconditional
    Right of Holders to Receive Principal, Premium and Interest and to Convert	28
	Section
    5.9	Restoration
    of Rights and Remedies	29

                                                                                



 



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Table
of Contents


(continued)

 





		 	Page
	Section
    5.10	Rights
    and Remedies Cumulative	28
	Section
    5.11	Delay
    or Omission Not Waiver	29
	Section
    5.12	Control
    by Holders	29
	Section
    5.13	Waiver
    of Past Defaults	29
	Section
    5.14	Undertaking
    for Costs	30
	Section
    5.15	Waiver
    of Usury, Stay or Extension Laws	30
	ARTICLE
    6	THE
    TRUSTEE	30
	Section
    6.1	Certain
    Duties and Responsibilities	30
	Section
    6.2	Notice
    of Defaults	30
	Section
    6.3	Certain
    Rights of Trustee	31
	Section
    6.4	Not
    Responsible for Recitals or Issuance of Securities	31
	Section
    6.5	May
    Hold Securities and Act as Trustee under Other Indentures	32
	Section
    6.6	Money
    Held in Trust	32
	Section
    6.7	Compensation
    and Reimbursement	32
	Section
    6.8	Conflicting
    Interests	32
	Section
    6.9	Corporate
    Trustee Required; Eligibility	33
	Section
    6.10	Resignation
    and Removal; Appointment of Successor	33
	Section
    6.11	Acceptance
    of Appointment by Successor	34
	Section
    6.12	Merger,
    Conversion, Consolidation or Succession to Business	35
	Section
    6.13	Preferential
    Collection of Claims Against Company	35
	Section
    6.14	Appointment
    of Authenticating Agent	35
	ARTICLE
    7	HOLDERS’
    LISTS AND REPORTS BY TRUSTEE AND COMPANY	36
	Section
    7.1	Company
    to Furnish Trustee Names and Addresses of Holders	36
	Section
    7.2	Preservation
    of Information; Communications to Holders	36
	Section
    7.3	Reports
    by Trustee	37
	Section
    7.4	Reports
    by Company	37
	ARTICLE
    8	CONSOLIDATION,
    MERGER, CONVEYANCE, TRANSFER OR LEASE	37
	Section
    8.1	Company
    May Consolidate, etc., Only on Certain Terms	37
	Section
    8.2	Successor
    Substituted	38
	ARTICLE
    9	SUPPLEMENTAL
    INDENTURES	38
	Section
    9.1	Supplemental
    Indentures Without Consent of Holders	38
	Section
    9.2	Supplemental
    Indentures with Consent of Holders	39
	Section
    9.3	Execution
    of Supplemental Indentures	40
	Section
    9.4	Effect
    of Supplemental Indentures	40
	Section
    9.5	Conformity
    with Trust Indenture Act	40
	Section
    9.6	Reference
    in Securities to Supplemental Indentures	40
	ARTICLE
    10	COVENANTS	40
	Section
    10.1	Payment
    of Principal, Premium and Interest	40
	Section
    10.2	Maintenance
    of Office or Agency	40
	Section
    10.3	Money
    for Securities Payments To Be Held in Trust	41
	Section
    10.4	Statement
    by Officers as to Default	42
	Section
    10.5	Existence	42
	Section
    10.6	Waiver
    of Certain Covenants	42


 



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Table
of Contents


(continued)

 		 	Page
	ARTICLE
    11	REDEMPTION
    OF SECURITIES	42
	Section
    11.1	Applicability
    of Article	42
	Section
    11.2	Election
    to Redeem; Notice to Trustee	42
	Section
    11.3	Selection
    by Trustee of Securities to Be Redeemed	43
	Section
    11.4	Notice
    of Redemption	43
	Section
    11.5	Deposit
    of Redemption Price	44
	Section
    11.6	Securities
    Payable on Redemption Date	44
	Section
    11.7	Securities
    Redeemed in Part	44
	ARTICLE
    12	SINKING
    FUNDS	45
	Section
    12.1	Applicability
    of Article	45
	Section
    12.2	Satisfaction
    of Sinking Fund Payments with Securities	45
	Section
    12.3	Redemption
    of Securities for Sinking Fund	45
	ARTICLE
    13	DEFEASANCE
    AND COVENANT DEFEASANCE	45
	Section
    13.1	Company’s
    Option to Effect Defeasance or Covenant Defeasance	45
	Section
    13.2	Defeasance
    and Discharge	46
	Section
    13.3	Covenant
    Defeasance	46
	Section
    13.4	Conditions
    to Defeasance or Covenant Defeasance	46
	Section
    13.5	Deposited
    Money, U.S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions	48
	Section
    13.6	Reinstatement	48
	ARTICLE
    14	CONVERSION
    OF SECURITIES	49
	Section
    14.1	Applicability
    of Article	49
	Section
    14.2	Exercise
    of Conversion Privilege	49
	Section
    14.3	No
    Fractional Shares	50
	Section
    14.4	Adjustment
    of Conversion Price or Conversion Rate	50
	Section
    14.5	Notice
    of Certain Corporate Actions. In case:	50
	Section
    14.6	Reservation
    of Shares of Common Stock	51
	Section
    14.7	Payment
    of Certain Taxes upon Conversion	51
	Section
    14.8	Nonassessability	51
	Section
    14.9	Provision
    in Case of Consolidation, Merger or Sale of Assets	51
	Section
    14.10	Duties
    of Trustee Regarding Conversion	52
	

                                                                              Section
                                            14.11
	Repayment
    of Certain Funds upon Conversion	52




 



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	HARROW
    HEALTH, INC.
	 	 
	Certain
    Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939:
	 
	Section
    310(a) (1)	6.9
	(a)(2)	6.9
	(a)(3)	Not
    Applicable
	(a)(4)	Not
    Applicable
	(b)	6.8,
    6.10
	Section
    311(a)	6.13
	(b)	6.13
	Section
    312(a)	7.1,
    7.2
	(b)	7.2
	(c)	7.2
	Section
    313(a)	7.3
	(b)	7.3
	(c)	7.3
	(d)	7.3
	Section
    314(a)	7.4
	(a)(4)	10.1,
    10.4
	(b)	Not
    Applicable
	(c)(1)	1.2
	(c)(2)	1.2
	(c)(3)	Not
    Applicable
	(d)	Not
    Applicable
	(e)	1.2
	Section
    315(a)	6.1
	(b)	6.2
	(c)	6.1
	(d)	6.1
	(e)	5.14
	Section
    316(a)	1.1
	(a)(1)(A)	5.2,
    5.12
	(a)(1)(B)	5.13
	(a)(2)	Not
    Applicable
	(b)	5.8
	(c)	1.4
	Section
    317(a) (1)	5.3
	(a)(2)	5.4
	(b)	10.3
	Section
    318(a)	1.7


 


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




 






    	-iv-



    	 



    

 


INDENTURE,
dated as of April 20, 2021, between HARROW HEALTH, INC., a corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company”), having its principal executive office at 102 Woodmont Blvd., Suite 610, Nashville, TN 32705
and U.S. Bank National Association, as Trustee (herein called the “Trustee”).


 


RECITALS
OF THE COMPANY


 


The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series
as provided in this Indenture.


 


All
things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


For
and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities or of series thereof appertaining, as follows:


 


ARTICLE
1



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
1.1 Definitions.


 


For
all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


(1)       the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 


(2)       all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned
to them therein;


 


(3)       all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles
in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting principles in the United States of America
as are generally accepted at the date of such computation;


 


(4)       all
references to “$” refer to the lawful currency of the United States of America;


 


(5)       unless
the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section,
as the case may be, of this Indenture; and


 


(6)       the
words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision.


 


“Act,”
when used with respect to any Holder, has the meaning specified in Section 1.4. “Additional Interest” has the meaning specified
in Section 5.2(b).


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.


 




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“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities
of one or more series.


 


“Board
of Directors” means either the board of directors of the Company or any duly authorized committee of that board empowered to act
for it with respect to this Indenture.


 


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


 


“Business
Day,” when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.


 


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


 


“Common
Stock” includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in
the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption
by the Company; provided, however, subject to the provisions of Section 14.9, shares issuable upon conversion of Securities shall include
only shares of the class designated as Common Stock of the Company at the date of this Indenture or shares of any class or classes resulting
from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in
the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption
by the Company; provided, further, that if at any time there shall be more than one such resulting class, the shares of each such class
then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications
bears to the total number of shares of all such classes resulting from all such reclassifications.


 


“Company”
means the corporation named as the “Company” 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 “Company” shall mean such successor Person.


 


“Company
Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or a Vice President, and by its principal financial
officer, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Constituent
Person” has the meaning specified in Section 14.9.


 


“control”
when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Corporate
Trust Office” means the corporate trust office of the Trustee at U.S. Bank National Association, Corporate Trust Services, 333
Commerce Street, Suite 800, Nashville, Tennessee 37201, Attention: Wally Jones, or such other office, designated by the Trustee by written
notice to the Company, at which at any particular time its corporate trust business shall be administered.


 


“corporation”
means a corporation, association, company, joint-stock company or business trust.


 


“Covenant
Defeasance” has the meaning specified in Section 13.3.


 




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“Defaulted
Interest” has the meaning specified in Section 3.7.


 


“Defeasance”
has the meaning specified in Section 13.2.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1.


 


“euro”
or “euros” means the currency adopted by those nations participating in the third stage of the economic and monetary union
provisions of the Treaty on European Union, signed at Maastricht on February 7, 1992.


 


“European
Economic Area” means the member nations of the European Economic Area pursuant to the Oporto Agreement on the European Economic
Area dated May 2, 1992, as amended.


 


“European
Union” means the member nations of the European Union established by the Treaty of European Union, signed at Maastricht on February
7, 1992, which amended the Treaty of Rome establishing the European Community.


 


“Event
of Default” has the meaning specified in Section 5.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time. “Expiration
Date” has the meaning specified in Section 1.4.


 


“Foreign
Government Obligation” means with respect to Securities of any series which are not denominated in the currency of the United States
of America (x) any security which is (i) a direct obligation of the government which issued or caused to be issued the currency in which
such security is denominated and for the payment of which obligations its full faith and credit is pledged or, with respect to Securities
of any series which are denominated in euros, a direct obligation of any member nation of the European Union for the payment of which
obligation the full faith and credit of the respective nation is pledged so long as such nation has a credit rating at least equal to
that of the highest rated member nation of the European Economic Area, or (ii) an obligation of a Person controlled or supervised by
and acting as an agency or instrumentality of a government specified in clause (i) above the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the such government, which, in either case (i) or (ii), is not callable or redeemable at the
option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any Foreign Government Obligation which is specified in clause (x) above and held by such bank for the account
of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any Foreign Government
Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Foreign
Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 


“Global
Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section
2.4 (or such legend as may be specified as contemplated by Section 3.1 for such Securities).


 


“Holder”
means a Person in whose name a Security is registered in the Security Register.


 




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“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 3.1; provided, however, that if at any time more than one Person is acting as Trustee under
this Indenture due to the appointment of one or more separate Trustees for any one or more separate series of Securities, “Indenture”
shall mean, with respect to such series of Securities for which any such Person is Trustee, this instrument as originally executed or
as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities for which such Person is Trustee established as contemplated
by Section 3. 1, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person
is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of
one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee, but to which such person,
as such Trustee, was not a party; provided, further that in the event that this Indenture is supplemented or amended by
one or more indentures supplemental hereto which are only applicable to certain series of Securities, the term “Indenture”
for a particular series of Securities shall only include the supplemental indentures applicable thereto.


 


“interest,”
when used with respect to an Original Issue Discount Security, which by its terms bears interest only after Maturity, means interest
payable after Maturity.


 


“Interest
Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.


 


“Investment
Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


 


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


 


“Non-electing
Share” has the meaning specified in Section 14.9.


 


“Notice
of Default” means a written notice of the kind specified in Section 5.1(4).


 


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer,
the President or a Vice President, and by the principal financial officer, the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant
to Section 10.4 shall be the principal executive, financial or accounting officer of the Company.


 


“Opinion
of Counsel” means a written opinion from legal counsel counsel reasonably acceptable to Trustee, which meets the requirements of
Section 1.02.


 


“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 5.2.


 


“Outstanding,”
when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except


 


(1)
Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


(2)
Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


 


(3)
Securities as to which Defeasance has been effected pursuant to Section 13.2;


 




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(4)
Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations
of the Company; and


 


(5)
Securities converted or exchanged as contemplated by this Indenture into Capital Stock or other securities or property, if the terms
of such Security provide for such conversion or exchange pursuant to Section 3.1;


 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made
or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal
amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which
would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.2, (B) if, as of
such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security
which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3. 1, (C) the principal
amount of a Security denominated in one or more non-U.S. dollar currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3. 1, of the principal
amount of such Security (or, in the case of a Security described in clause (A) or (B) above, of the amount determined as provided in
such clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the
Trustee knows to be 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 Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 


“Paying
Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf
of the Company.


 


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


 


“Place
of Payment,” when used with respect to the Securities of any series, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as specified as contemplated by Section 3.1.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.


 


“Record
Date” means any Regular Record Date or Special Record Date.


 


“Redemption
Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.


 


“Redemption
Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for
that purpose as contemplated by Section 3.1.


 




    	5



    	 



    

 





“Reporting
Default” has the meaning specified in Section 5.2(b).


 


“Responsible
Officer” means, when used with respect to the Trustee, an officer of the Trustee in the Corporate Trust Office assigned and duly
authorized by the Trustee to administer its corporate trust matters.


 


“Securities”
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.


 


“Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. “Security
Register” and “Security Registrar” have the respective meanings specified in Section 3.5.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.


 


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


 


“Subsidiary”
means a Person of which at least a majority of the outstanding voting stock having the power to elect a majority of the board of directors
of such Person (in the case of a corporation) is, or of which at least a majority of the equity interests (in the case of a Person which
is not a corporation) are, at the time owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock or similar interests
to the Company which ordinarily has or have voting power for the election of directors, or persons performing similar functions, whether
at all times or only so long as no senior class of stock or other interests has or have such voting power by reason of any contingency.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


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


 


“U.S.
Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment
of which the full faith and credit of the United States of America is pledged or (ii) an obligation 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, which, in either case (i) or (ii), is not callable or redeemable at
the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act)
as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account
of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government
Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 


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


 




    	6



    	 



    




 


Section
1.2 Compliance Certificates and Opinions.


 


Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion
shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel,
if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.


 


Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include,


 


(1)
a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating
thereto;


 


(2)
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;


 


(3)
a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)
a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


Section
1.3 Form of Documents Delivered to Trustee.


 


In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


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


 


Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and form one instrument.


 


Section
1.4 Acts of Holders; Record Dates.


 


Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such 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 and, where it is hereby expressly required, to the Company. The Trustee
shall promptly deliver to the Company copies of all such instrument or instruments delivered to the Trustee. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.


 




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The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution
or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a
capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner that the Trustee deems sufficient.


 


The
ownership of Securities shall be proved by the Security Register.


 


Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.


 


The
Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to give, make or take any request, demand, authorization, direction, vote, notice, consent, waiver or other action provided or permitted
by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or
not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such
record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action
taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities
of the relevant series in the manner set forth in Section 1.6.


 


The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii)
any request to institute proceedings referred to in Section 5.7(2) or (iv) any direction referred to in Section 5.12, in each case with
respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of
such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether
or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken
on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for
which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically
and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause
notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and
to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.


 




    	8



    	 



    

 


With
respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall
be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities
of the relevant series in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date is
not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed
to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to
change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.


 


Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant
to such appointment with regard to all or any part of such principal amount.


 


Section
1.5 Notices, etc., to Trustee and Company.


 


Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,


 


(1)       the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
(or by facsimile transmissions, provided that oral confirmation of receipt shall have been received) to or with the Trustee at
its Corporate Trust Office, or


 


(2)       the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, personally delivered or sent via overnight courier to the Company addressed to
it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished
in writing to the Trustee by the Company, Attention: Chief Financial Officer.





 


Section
1.6 Notice to Holders; Waiver.


 


Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, or delivered by hand or overnight courier to each Holder affected by
such event, at its address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. Neither the failure to mail or deliver by hand or overnight courier
any notice, nor any defect in any notice so mailed or delivered by hand or overnight courier, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent
of such notice.


 


Waivers
of notice by Holders shall be 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 regular mail service or by reason of any other cause it shall be impracticable to give such notice
by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.


 


Section
1.7 Conflict with Trust Indenture Act.


 


If
any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture
Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act, that may be so modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.


 




    	9



    	 



    




 


Section
1.8 Effect of Headings and Table of Contents.


 


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


 


Section
1.9 Successors and Assigns.


 


All
covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.


 


Section
1.10 Separability Clause.


 


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


 


Section
1.11 Benefits of Indenture.


 


Nothing
in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section
1.12 Governing Law.


 


THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Section
1.13 Legal Holidays.


 


In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security or the last date on which a Holder has the
right to convert a Security at a particular conversion price or conversion rate, as the case may be, shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security
which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if
any) or, if applicable to a particular series of Securities, conversion need not be made at such Place of Payment on such date, but may
be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment
Date or Redemption Date, at the Stated Maturity or on such last day for conversion, provided that no interest shall accrue on the amount
then payable for the period from and after such Interest Payment Date, Redemption Date, Stated Maturity or such last day for conversion,
as the case may be.


 


Section
1.14 Indenture and Securities Solely Corporate Obligations.


 


No
recourse for the payment of the principal of or premium, if any, or interest on any Security, or for any claim based thereon or otherwise
in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental
indenture or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer, or director or subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby
expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.


 




    	10



    	 



    




 


Section
1.15 Indenture May be Executed in Counterparts.


 


This
instrument may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute
but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile, PDF or other electronic
transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of
the original Indenture and signature pages for all purposes.


 


ARTICLE
2



SECURITY FORMS


 


Section
2.1 Forms Generally.


 


The
Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established
by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities
exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced
by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered
to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such
Securities. Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security
referred to therein approved by or pursuant to such Board Resolution.


 


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 officers executing such Securities, as evidenced by their execution of such Securities.


 


Section
2.2 Form of Face of Security.


 


[INSERT
ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.]


 


HARROW
HEALTH, INC.


 


	NO.
    _______	$______
	 	CUSIP:______


 





HARROW
HEALTH, INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term
includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered
assigns, the principal sum of dollars on [if the Security is to bear interest prior to Maturity, insert — , and to pay interest
thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and
in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [if applicable,
insert — , provided that any principal and premium, and any such installment of interest, which is overdue shall bear
interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, which shall be the or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in said Indenture].


 




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[If
the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except
in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal and any overdue premium shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall
be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any such interest on overdue principal or premium which is not paid on demand shall
bear interest at the rate of % per annum (to the extent that the payment of such interest on interest shall be legally enforceable),
from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall
be payable on demand.]]


 


Payment
of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made
at the office or agency of the Company maintained for that purpose in , in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts [if applicable, insert — ; provided,
however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register].


 


Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 


	Dated: ___________	HARROW
    HEALTH, INC.
	 	 
	 	By:	                      
	 	Title:	
	ATTEST: _________________________	 	 


 


Section
2.3 Form of Reverse of Security.


 


This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of (herein called the “Indenture,” which term shall have the meaning
assigned to it in such instrument), between the Company and , as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for
a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of
the series designated on the face hereof [if applicable, insert — , limited in aggregate principal amount to $ ].


 




    	12



    	 



    

 


[If
applicable, insert — The Securities of this series are subject to redemption upon not less than [if applicable, insert —
30] days’ notice by mail, [if applicable, insert— (1) on in any year commencing with the year and ending with
the year through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)]
at any time [if applicable, insert— on or after , 20 ], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert— on or before ,
%, and if redeemed] during the 12-month period beginning of the years indicated,


 


	Year	 	Redemption
    Price	 	Year	 	Redemption
    Price
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


and
thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert—
(whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If
applicable, insert— The Securities of this series are subject to redemption upon not less than [if applicable, insert—
30] days’ notice by mail, (1) on in any year commencing with the year and ending with the year through operation of the sinking
fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [if applicable, insert— on or after ], as a whole or in part,
at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated,





 





	Year	 	Redemption Price For

    Redemption Through

    Operation of the

    Sinking Fund
	 	Redemption Price For

    Redemption Otherwise Than Through

    Operation of the

    Sinking Fund

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





 


and
thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date,but interest installments whose Stated Maturity is on
or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record
at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If
applicable, insert — Notwithstanding the foregoing, the Company may not, prior to, redeem any Securities of this series
as contemplated by [if applicable, insert— clause (2) of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated
in accordance with generally accepted financial practice) of less than % per annum.]


 


[If
applicable, insert— The sinking fund for this series provides for the redemption on in each year beginning with the year and
ending with the year of [if applicable, insert— not less than $ (“mandatory sinking fund”) and not more than]
$ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than
through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable,
insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in the inverse
order in which they become due].]


 


[If
the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.]


 




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[If
applicable, insert— The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security]
[or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain
conditions set forth in the Indenture.]


 


[If
the Security is convertible into other securities of the Company, specify the conversion features.]


 


[If
the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.]


 


[If
the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series
shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount.
Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest
(in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in
respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.]


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of
the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.


 


As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series,
the Holders of not less than a majority in principal amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at
the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates
expressed herein.


 


No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The
Securities of this series are issuable only in registered form without coupons in denominations of $ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.


 




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No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.


 


Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


Section
2.4 Form of Legend for Global Securities.


 


Unless
otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:


 


THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


Section
2.5 Form of Trustee’s Certificate of Authentication.


 


The
Trustee’s certificates of authentication shall be in substantially the following form:


 


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


 


	 	U.S.
    Bank National Association,
	 	 	 
	 	as Trustee
	 	 	 
	 	By:	
	 	 	Authorized
    Officer


 


Section
2.6 Form of Conversion Notice.


 


Conversion
notices shall be in substantially the following form:


 


To
HARROW HEALTH, INC.:


 


The
undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000
or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture
referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment
for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business
on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion
thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date,
or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds
acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security
to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security.


 




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Principal
Amount to be Converted


(in
an integral multiple of $1,000, if less than all)


 


	U.S.
    $	 ______________
	 	 
	Dated:	______________


 


	 	Signature(s)
    must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan
	 	associations
    and credit unions with membership in an approved signature guarantee medallion program)
	 	pursuant
    to Securities and Exchange Commission Rule 17Ad-15.
	 	 
	 	Signature
    Guaranty


 


Fill
in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder.


 


		 	
	(Name)	 	Social Security or Other Taxpayer Identification Number
		 	 
		 	 
	(Address)	 	 
	 	 	 
		 	 
	Please print Name and Address	 	 
	(including zip code)	 	 


 


[The
above conversion notice is to be modified, as appropriate, for conversion into other securities or property of the Company.]


 


ARTICLE
3



THE SECURITIES


 


Section
3.1 Amount Unlimited; Issuable in Series.


 


The
aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.


 


The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section
3.3, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,


 


(1)       the
title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);


 




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(2)       any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed
never to have been authenticated and delivered hereunder);


 


(3)       the
Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


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


 


(5)       the
rate or rates (which may be fixed or variable) at which any Securities of the series shall bear interest, if any, the date or dates from
which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date
for any such interest payable on any Interest Payment Date (or the method for determining the dates and rates);


 


(6)       the
place or places where the principal of and any premium and interest on any Securities of the series shall be payable;


 


(7)       the
period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may
be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election
by the Company to redeem the Securities shall be evidenced;


 


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


 


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


 


(10)       if
the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be determined;


 


(11)       if
other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any
premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency
of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;


 


(12)       if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the
currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election
is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount
so payable (or the manner in which such amount shall be determined);


 


(13)       if
other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;


 


(14)       if
the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for
any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than
the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the
manner in which such amount deemed to be the principal amount shall be determined);


 




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(15)       if
applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section
13.3 or both such Sections, or any other defeasance provisions applicable to any Securities of the series, and, if other than by a Board
Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;


 


(16)       if
applicable, the terms of any right to convert or exchange Securities of the series into shares of Common Stock of the Company or other
securities or property;


 


(17)       if
applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in addition to or in lieu of those set
forth in clause (2) of the last paragraph of Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities
registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than
the Depositary for such Global Security or a nominee thereof;


 


(18)       any
addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee
or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;


 


(19)       any
addition to or change in the covenants set forth in Article 10 which applies to Securities of the series;


 


(20)       any
Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities
of such series, including, without limitation, exchange rate agents and calculation agents;


 


(21)       if
applicable, the terms of any security that will be provided for a series of Securities, including any provisions regarding the circumstances
under which collateral may be released or substituted;


 


(22)       if
applicable, the terms of any guaranties for the Securities and any circumstances under which there may be additional obligors on the
Securities; and


 


(23)       any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section
9.1(5)).


 


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 the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the
Officers’ Certificate referred to above or in any such indenture supplemental hereto.


 


All
Securities of any one series need not be issued at the same time and may be issued from time to time and, unless otherwise provided,
a series may be reopened, without the consent of the Holders, for issuances of additional Notes of such series; provided, however, that
if such additional Notes are not fungible with the Notes of such series for U.S. federal income tax purposes, the additional Notes will
have one or more separate CUSIP numbers.


 




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If
any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery
of the Officers’ Certificate setting forth the terms of the series.


 


Section
3.2 Denominations.


 


The
Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified
as contemplated by Section 3.1. In the absence of any such specified denomination with respect to the Securities of any series, the Securities
of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.


 


Section
3.3 Execution, Authentication, Delivery and Dating.


 


The
Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive
Officer, its principal financial officer, its President or one of its Vice Presidents, attested by its Treasurer, its Secretary or one
of its Assistant Treasurers or Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.


 


Securities
bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.


 


At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed
by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities
of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, a copy of such Board Resolution, the Officers’
Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating,


 


(1)       if
the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been
established in conformity with the provisions of this Indenture;


 


(2)       if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have
been established in conformity with the provisions of this Indenture; and


 


(3)       that
such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


 


If
such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee.


 


Notwithstanding
the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time,
it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of
such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series
to be issued.


 




    	19



    	 



    

 


Each
Security shall be dated the date of its authentication.


 


No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and
such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9,
for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.


 


Neither
the Company nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Security, check, advice
of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by
an independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in
such numbers.


 


Section
3.4 Temporary Securities.


 


Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution
of such Securities.


 


If
temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such
series and tenor.


 


Section
3.5 Registration; Registration of Transfer and Exchange.


 


The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.


 


Upon
surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.


 


At
the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations
and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.


 




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


 


Every
Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or its attorney duly authorized in writing.


 


No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.


 


If
the Securities of any series (or of any series and specified tenor) are to be redeemed, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during
a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities
selected for redemption under Section 11.3 and ending at the close of business on the day of such mailing, or (B) to register the transfer
of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed
in part.


 


The
provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:


 


(1)       Each
Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security
or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.


 


(2)       Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer
of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security
or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary
for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred
and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition
to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1.


 


(3)       Subject
to clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued
in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security
shall direct.


 


(4)       Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.7 or otherwise, shall be authenticated and delivered in the form
of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global
Security or a nominee thereof.


 


Section
3.6 Mutilated, Destroyed, Lost and Stolen Securities.


 


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


 




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


 


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


 


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


 


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


 


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


 


Section
3.7 Payment of Interest; Interest Rights Preserved.


 


Except
as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.


 


Any
interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:


 


(1)       The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities
of such series in the manner set forth in Section 1.6, not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid
to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 




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(2)       The
Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.


 


Subject
to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.


 


Subject
to the provisions of Section 14.2, in the case of any Security (or any part thereof) which is converted after any Regular Record Date
and on or prior to the next succeeding Interest Payment Date (other than any Security the principal of (or premium, if any, on) which
shall become due and payable, whether at Stated Maturity or by declaration of acceleration or otherwise prior to such Interest Payment
Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding
such conversion and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that
Security (or any one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as otherwise
expressly provided in the immediately preceding sentence or in Section 14.2, in the case of any Security (or any part thereof) which
is converted, interest whose Stated Maturity is after the date of conversion of such Security (or such part thereof) shall not be payable.


 


Section
3.8 Persons Deemed Owners.


 


Prior
to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal
of and any premium and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to
the contrary.


 


Section
3.9 Cancellation.


 


All
Securities surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking
fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by
it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to
the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall
be disposed of in accordance with its customary procedures.


 


Section
3.10 Computation of Interest.


 


Except
as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


 


ARTICLE
4



SATISFACTION AND DISCHARGE


 


Section
4.1 Satisfaction and Discharge of Indenture.


 


This
Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when


 




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(1)       either


 


(A)       all
Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 10.3) have been delivered to the Trustee for cancellation; or


 


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


 


(i)       have
become due and payable, or


 


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


 


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


 


and
the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust
for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause
(B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.


 


Section
4.2 Application of Trust Money.


 


Subject
to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.


 


ARTICLE
5



REMEDIES


 


Section
5.1 Events of Default.


 


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


 


(1)       default
in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for
a period of 60 days; or


 




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(2)       default
in the payment of the principal of or any premium on any Security of that series at its Maturity; or


 


(3)       default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or


 


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


 


(5)       the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 90 consecutive days; or


 


(6)       the
commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry
of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by
it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company in furtherance of any such action; or


 


(7)       any
other Event of Default provided with respect to Securities of that series in the Board Resolution, supplemental indenture or Officers’
Certificate establishing that series.


 




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Section
5.2 Acceleration of Maturity; Rescission and Annulment.


 


(a)       Unless
the Board Resolution, supplemental indenture or Officers’ Certificate establishing such series provides otherwise, if an Event
of Default (other than an Event of Default specified in Section 5.1(5) or 5.1(6)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by
the terms thereof), and premium, if any, together with accrued and unpaid interest, if any, thereon, to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount
(or specified amount), and premium, if any, together with accrued and unpaid interest, if any, thereon, shall become immediately due
and payable. If an Event of Default specified in Section 5.1(5) or 5.1(6) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by the terms thereof), and premium, if any, together with
accrued and unpaid interest, if any, thereon, shall automatically, and without any declaration or other action on the part of the Trustee
or any Holder, become immediately due and payable.


 


(b)       Notwithstanding
the foregoing, at the election of the Company, the sole remedy with respect to an Event of Default for the failure by the Company to
comply with its obligations under Section 314(a)(1) of the Trust Indenture Act relating to the Company’s failure to file any documents
or reports that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or of its covenants
set forth in Section 7.4 (any such Event of Default, a “Reporting Default”), shall for the first 180 calendar days after
the occurrence of such Reporting Default consist exclusively of the right to receive additional interest (the “Additional Interest”)
on the Securities at an annual rate equal to (i) 0.25% of the principal amount of the Securities for the first 90 calendar days after
the occurrence of such Reporting Default and (ii) 0.50% of the principal amount of the Securities from the 91st day to, and including,
the 180th day after the occurrence of such Reporting Default. If the Company so elects, the Additional Interest shall accrue on all Outstanding
Securities from and including the date on which such Reporting Default first occurs until such violation is cured or waived and shall
be payable as provided in Section 3.7. On the 181 st day after such Reporting Default (if such violation is not cured or waived prior
to such 181 st calendar day), then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding securities
may declare the principal of, and premium, if any, together with accrued and unpaid interest, if any, on all such Securities to be due
and payable immediately.


 


If
the Company elects to pay the Additional Interest as the sole remedy for the Reporting Default, the Company shall notify in writing,
by a certificate, the Holders, the Paying Agent and the Trustee of such election at any time on or before the close of business on the
first Business Day following the date on which such Event of Default first occurs. Unless and until a Responsible Officer of the Trustee
receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that Additional Interest is not payable.
The Company shall pay the Additional Interest semi-annually in arrears, with the first semi-annual payment due on the first Interest
Payment Date following the date of such Reporting Default, in the same manner as described on the face of the Security.


 


(c)       At
any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if


 


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


 


(A)       all
overdue interest on all Securities of that series,


 


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


 


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


 


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


 




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(2)       all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


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


 


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


 


The
Company covenants that if


 


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


 


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


 


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


 


Section
5.4 Trustee May File Proofs of Claim.


 


In
case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under
the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7.


 


No
provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee.


 


Section
5.5 Trustee May Enforce Claims Without Possession of Securities.


 


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


 




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Section
5.6 Application of Money Collected.


 


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


 


FIRST:
To the payment of all amounts due the Trustee under Section 6.7;


 


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


 


THIRD:
The balance, if any, to the Company or any other Person or Persons entitled thereto.


 


Section
5.7 Limitation on Suits.


 


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


 


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


 


(2)       the
Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


(5)       no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series;


 


it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek
to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all of such Holders.


 


Section
5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 3.7) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date), to convert such Securities in accordance with Article
14 to the extent that such right to convert is applicable to such Security, and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.


 




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Section
5.9 Restoration of Rights and Remedies.


 


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


 


Section
5.10 Rights and Remedies Cumulative.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section
5.11 Delay or Omission Not Waiver.


 


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


 


Section
5.12 Control by Holders.


 


The
Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series, provided that


 


(1)       such
direction shall not be in conflict with any rule of law or with this Indenture and the Trustee shall not have determined that the action
so directed would be unjustly prejudicial to Holders of Securities of that series, or any other series, not taking part in such direction;
and


 


(2)       the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction or this Indenture.


 


Section
5.13 Waiver of Past Defaults.


 


The
Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with respect to such series and its consequences, except


 


(1)       a
default in the payment of the principal of or any premium or interest on any Security of such series as and when the same shall become
due and payable by the terms thereof, otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay
all matured installments of interest, principal and premium, if any, has been deposited with the Trustee), or


 


(2)       to
the extent such right is applicable to such Security, a failure by the Company on request to convert any Security into Common Stock;
or


 




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(3)       in
respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.


 


Upon
any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


Section
5.14 Undertaking for Costs.


 


In
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit,
and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided
that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Company or in any suit for the enforcement of the right to convert any Security
in accordance with Article 14.


 


Section
5.15 Waiver of Usury, Stay or Extension Laws.


 


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


 


ARTICLE
6



THE TRUSTEE


 


Section
6.1 Certain Duties and Responsibilities.


 


The
duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision
of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section.


 


Section
6.2 Notice of Defaults.


 


If
a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series
notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that except in the
case of a default in the payment of principal of (or premium, if any) or interest on any Securities of such series or in the payment
of any sinking fund installment or any conversion right applicable to Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interests of the holders of Securities of such series; provided, further, however,
that in the case of any default of the character specified in Section 5.1(4) with respect to Securities of such series, no such notice
to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such
series.


 




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Except
with respect to Section 10.1, the Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants
contained in Article 10. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default
or Event of Default occurring pursuant to Sections 5.1(1), 5.1(2) and 5.1(3) (defaults in payments on the Securities) or (ii) any Default
or Event of Default of which the Trustee shall have received written notification or a Responsible Officer of the Trustee obtained actual
knowledge.


 


Delivery
of reports, information and documents to the Trustee under Section 7.4 is for informational purposes only and the Trustee’s receipt
of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely
conclusively on Officers’ Certificates).


 


Section
6.3 Certain Rights of Trustee.


 


Subject
to the provisions of Section 6.1:


 


(1)       in
the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely and shall 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 party or parties;


 


(2)       any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


(3)       whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) is entitled to and may, in the
absence of bad faith on its part, conclusively rely upon an Officers’ Certificate;


 


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


 


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


 


(6)       the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Company, personally or by agent or attorney; and


 


(7)       the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.


 


Section
6.4 Not Responsible for Recitals or Issuance of Securities.


 


The
recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes
no representations as to the validity, sufficiency or priority of this Indenture or of the Securities. Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.


 




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Section
6.5 May Hold Securities and Act as Trustee under Other Indentures.


 


The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Subject
to the limitations imposed by the Trust Indenture Act, nothing in this Indenture shall prohibit the Trustee from becoming and acting
as trustee under other indentures under which other securities, or certificates of interest of participation in other securities, of
the Company are outstanding in the same manner as if it were not Trustee hereunder.


 


Section
6.6 Money Held in Trust.


 


Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall
be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.


 


Section
6.7 Compensation and Reimbursement.


 


The
Company agrees:


 


(1)       to
pay to the Trustee from time to time compensation for all services rendered by it hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express trust);


 


(2)       except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence
or bad faith; and


 


(3)       to
indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs
and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or
duties hereunder.


 


When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(5) or Section 5.1(6) hereof occurs,
the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended
to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or similar law.


 


Section
6.8 Conflicting Interests.


 


If
the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act and there is an Event of Default
under the Securities of that series, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided
by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act,
the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities
of more than one series.


 




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Section
6.9 Corporate Trustee Required; Eligibility.


 


There
shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder
for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act
as such and has (or if the Trustee is a member of a bank holding company system, its bank holding company has) a combined capital and
surplus of at least $50,000,000. If any such Person or bank holding company publishes reports of condition at least annually, pursuant
to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted
by the Trust Indenture Act, the combined capital and surplus of such Person or bank holding company shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the
Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


 


Section
6.10 Resignation and Removal; Appointment of Successor.


 


No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.


 


The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 


The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to the Company.


 


If
at any time:


 


(1)       the
Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or


 


(2)       the
Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company or by any
such Holder, or


 


(3)       the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver 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, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section
5.14, any Holder who has been a bona fide Holder of a Security 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 with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 


If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any
series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered
to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment
in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of
any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11,
the retiring Trustee may petition, or any Holder who has been a bona fide Holder of a Security of such series for at least six months
may petition, on behalf of himself and all others similarly situated, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 




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The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided
in Section 1.6. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


Section
6.11 Acceptance of Appointment by Successor.


 


In
case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder.


 


In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall
be 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) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with 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; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.


 


Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the
case may be.


 


No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.


 




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Section
6.12 Merger, Conversion, Consolidation or Succession to Business.


 


Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Trustee (including the administration of the trust created by this Indenture), shall be the successor
of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities. In the event that any Securities shall not have been authenticated by such predecessor Trustee,
any such successor Trustee may authenticate and deliver such Securities in either its own name or that of such predecessor Trustee, with
the full force and effect which this Indenture provides for the certificate of authentication of the Trustee.


 


Section
6.13 Preferential Collection of Claims Against Company.


 


If
and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).


 


Section
6.14 Appointment of Authenticating Agent.


 


The
Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act
on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer
or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank
holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.


 


Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such
corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part
of the Trustee or the Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall
be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 




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The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7.


 


If
an appointment with respect to one or more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed
thereon, in lieu of the Trustee’s certificate of authentication, an alternative certificate of authentication in the following
form:


 


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


 


	 	U.S. Bank National Association,
	 	As Trustee
	 	 	 
	 	By:	
	 	 	As
    Authenticating Agent
	 	 	 
	 	By:	
	 	 	As
    Authenticating Officer





 


ARTICLE
7



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section
7.1 Company to Furnish Trustee Names and Addresses of Holders.


 


The
Company will furnish or cause to be furnished to the Trustee


 


(1)       semi-annually,
not later than 15 days after the Regular Record Date for each respective series of Securities, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, as the case
may be, or if there is no Regular Record Date for such series of Securities, semi-annually, and


 


(2)       at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided that no such list
need be furnished by the Company to the Trustee so long as the Trustee is acting as Security Registrar.


 


Section
7.2 Preservation of Information; Communications to Holders.


 


The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.


 


The
rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.


 




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Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders
made pursuant to the Trust Indenture Act.


 


Section
7.3 Reports by Trustee.


 


The
Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant thereto.


 


Reports
so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than July 15 in each calendar
year, commencing with the first July 15 after the first issuance of Securities pursuant to this Indenture.


 


A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which
any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed
on any stock exchange.


 


Section
7.4 Reports by Company.


 


Any
information, documents or other reports that the Company shall file with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act shall be filed with the Trustee within 15 days after the same is filed with the Commission; provided that any such information,
documents or reports filed or furnished with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR)
system shall be deemed to be filed with the Trustee as of the time such information, documents or reports are filed or furnished via
EDGAR.


 


ARTICLE
8



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section
8.1 Company May Consolidate, etc., Only on Certain Terms.


 


The
Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company
into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that,
for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be
deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless:


 


(1)       the
Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company)
formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation
or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District
of Columbia;


 


(2)       the
Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee,
executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any,
and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of
this Indenture to be performed by the Company;


 


(3)       immediately
before and immediately after giving effect to such transaction or series of related transactions, no Event of Default, and no event which
after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and


 


(4)       in
the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to the
Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture,
if any, in respect thereto comply with this Section 8.1 and that all conditions precedent in this Indenture relating to such transaction
have been complied with.


 




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Section
8.2 Successor Substituted.


 


Upon
any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with Section 8.1, the successor Person formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.


 


ARTICLE
9



SUPPLEMENTAL INDENTURES


 


Section
9.1 Supplemental Indentures Without Consent of Holders.


 


Without
the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


(1)       to
evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the
covenants, agreements and obligations of the Company herein and in the Securities in compliance with Article 8; or


 


(2)       to
add to the covenants of the Company 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 such series) or to surrender any right or power herein conferred upon the Company; or


 


(3)       to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events
of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly
being included solely for the benefit of such series); or


 


(4)       to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate
the issuance of Securities in uncertificated form; or


 


(5)       to
add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that
any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of
such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security
with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or


 


(6)       to
secure the Securities, including provisions regarding the circumstances under which collateral may be released or substituted; or


 


(7)       to
add or provide for a guaranty of the Securities or additional obligors on the Securities; or


 




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(8)       to
establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or


 


(9)       to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or


 


(10)       to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant
to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or


 


(11)       to
supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge
of any series of Securities pursuant to Articles 4 and 13, provided that any such action shall not adversely affect the interests
of the Holders of Securities of such series or any other series of Securities in any material respect.


 


Section
9.2 Supplemental Indentures with Consent of Holders.


 


With
the consent of the Holders of a majority in principal amount of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of
such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of
the Holder of each Outstanding Security affected thereby,


 


(1)       change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of
an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 5.2, or change the place of payment or the coin or currency in which, any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture in the case of Securities
of any series that are convertible into Securities or other securities of the Company, adversely affect the right of Holders to convert
any of the Securities of such series other than as provided in or pursuant to this Indenture, or


 


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


 


(3)       modify
any of the provisions of this Section, Section 5.13 or Section 10.8, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected
thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the
references to “the Trustee” and concomitant changes in this Section and Section 10.8, or the deletion of this proviso, in
accordance with the requirements of Sections 6.11 and 9.1(8), or


 


(4)       if
applicable, make any change that adversely affects the right to convert any security as provided in Article 14 or pursuant to Section
3.1 (except as permitted by Section 9.1(9)).


 


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.


 




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


  


Section
9.3 Execution of Supplemental Indentures.


 


In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted
by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


Section
9.4 Effect of Supplemental Indentures.


 


Upon
the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.


 


Section
9.5 Conformity with Trust Indenture Act.


 


Every
supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.


 


Section
9.6 Reference in Securities to Supplemental Indentures.


 


Securities
of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.
If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company,
to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for Outstanding Securities of such series.


 


ARTICLE
10



COVENANTS


 


Section
10.1 Payment of Principal, Premium and Interest.


 


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


 


Section
10.2 Maintenance of Office or Agency.


 


The
Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where
Securities of that series may be surrendered for conversion and where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands. Unless otherwise provided in a supplemental indenture or pursuant to Section 3.1 hereof, the Place of
Payment for any series of Securities shall be the Corporate Trust Office of the Trustee.


 




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The
Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other office or agency.


 


Section
10.3 Money for Securities Payments To Be Held in Trust.


 


If
the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date
of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so
to act.


 


Whenever
the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal
of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such
sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.


 


The
Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the
Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series,
upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect
of the Securities of that series.


 


The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such
money.


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any
premium or interest on any Security of any series and remaining unclaimed for a period ending on the earlier of the date that is ten
Business Days prior to the date such money would escheat to the State or two years after such principal, premium or interest has become
due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may
at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in each Place of Payment, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


 




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Section
10.4 Statement by Officers as to Default.


 


The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an
Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement
of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof
of which they may have knowledge. The fiscal year of the Company currently ends on December 31; and the Company will give the Trustee
prompt written notice of any change of its fiscal year.


 


Section
10.5 Existence.


 


Subject
to Article 8, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence.


 


Section
10.6 Waiver of Certain Covenants.


 


Except
as otherwise specified as contemplated by Section 3.1 for Securities of such series, the Company may, with respect to the Securities
of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant
to Section 3.1(19), 9.1(2), or 9.1(7) for the benefit of the Holders of such series if before the time for such compliance the Holders
of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to
or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.


 


ARTICLE
11



REDEMPTION OF SECURITIES


 


Section
11.1 Applicability of Article.


 


Securities
of any series that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.1 for such Securities) in accordance with this Article.


 


Section
11.2 Election to Redeem; Notice to Trustee.


 


The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 3.1 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series
(including any such redemption affecting only a single Security), the Company shall, at least 45 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal
amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. Any such notice
may be cancelled at any time prior to notice of such redemption being sent to any Holder and shall thereby be void and of no effect.
In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance
with such restriction.


 




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Section
11.3 Selection by Trustee of Securities to Be Redeemed.


 


If
less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are
to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected
not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called
for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal
amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for
such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date
by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance
with the preceding sentence.


 


If
any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion
of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for
redemption. Securities that have been converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding
for the purpose of such selection.


 


The
Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.


 


The
provisions of the three preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether
such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal
amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for
such Security.


 


For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities
which has been or is to be redeemed.


 


Section
11.4 Notice of Redemption.


 


Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified in the Securities to be redeemed, to each Holder of Securities to be redeemed, at its address
appearing in the Security Register.


 


All
notices of redemption shall state:


 


(1)       the
Redemption Date,


 


(2)       the
Redemption Price (including accrued interest, if any),


 


(3)       if
less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and,
if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of
the particular Security to be redeemed,


 


(4)       in
case any Security is to be redeemed in part only, that on and after the Redemption Date, upon surrender of the Security, the Holder of
such Security will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof
remaining unredeemed;


 


(5)       that
on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,


 


(6)       the
place or places where each such Security is to be surrendered for payment of the Redemption Price,


 







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(7)       if
applicable, the conversion price or the conversion rate, as the case may be, the date on which the right to convert the principal of
the Securities or the portions thereof to be redeemed will terminate, and the place or places where such Securities may be surrendered
for conversion,


 


(8)       that
the redemption is for a sinking fund, if such is the case, and


 


(9)       the
CUSIP number or numbers and/or common code(s) of the Security being redeemed.


 


Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request,
by the Trustee in the name and at the expense of the Company.


 


Section
11.5 Deposit of Redemption Price.


 


On
or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price
of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.


 


If
any Security called for redemption is converted, any money deposited with the Trustee or with a Paying Agent or so segregated and held
in trust for the redemption of such Security shall (subject to the right of any Holder of such Security to receive interest as provided
in the last paragraph of Section 3.7) be paid to the Company on Company Request, or if then held by the Company, shall be discharged
from such trust.


 


Section
11.6 Securities Payable on Redemption Date.


 


Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments of interest whose
Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.7.


 


If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.


 


Section
11.7 Securities Redeemed in Part.


 


Any
Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor,
of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.


 




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ARTICLE
12



SINKING FUNDS


 


Section
12.1 Applicability of Article.


 


The
provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 3.1 for such Securities.


 


The
minimum amount of any sinking fund payment provided for by the terms of any Securities 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 such Securities is herein referred
to as an “optional sinking fund payment.” If provided for by the terms of any Securities, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of
Securities as provided for by the terms of such Securities.


 


Section
12.2 Satisfaction of Sinking Fund Payments with Securities.


 


The
Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of
all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee
at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.


 


Section
12.3 Redemption of Securities for Sinking Fund.


 


Not
fewer than 60 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities,
the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so delivered.
Not fewer than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.


 


ARTICLE
13



DEFEASANCE AND COVENANT DEFEASANCE


 


Section
13.1 Company’s Option to Effect Defeasance or Covenant Defeasance.


 


The
Company may elect, at its option at any time, to have Section 13.2 or Section 13.3 applied to any Securities or any series of Securities,
as the case may be, designated pursuant to Section 3.1 as being defeasible pursuant to such Section 13.2 or 13.3, in accordance with
any applicable requirements provided pursuant to Section 3.1 and upon compliance with the conditions set forth below in this Article.
Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such Securities.


 




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Section
13.2 Defeasance and Discharge.


 


Upon
the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the
case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 13.4 are satisfied (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or discharged hereunder:


 


(1)       the
rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in
such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due,


 


(2)       the
Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, and, if applicable, Article
14,


 


(3)       the
rights, powers, trusts, duties and immunities of the Trustee hereunder, and


 


(4)       this
Article.


 


Subject
to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 13.3 applied to such Securities.


 


Section
13.3 Covenant Defeasance.


 


Upon
the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the
case may be,


 


(1)       the
Company shall be released from its obligations under Sections 7.4 and 10.5 and clause (2) of the first paragraph of Section 8.1 and any
covenants provided pursuant to Sections 3.1(19), 9.1(2) or 9.1(7) for the benefit of the Holders of such Securities and


 


(2)       the
occurrence of any event specified in Section 5.1(4) (with respect to any of Section 10.5 and any such covenants provided pursuant to
Section 3.1(19), 9.1(2) or 9.1(7)) and the occurrence of any other Event of Default specified pursuant to Section 3.1 shall be
deemed not to be or result in an Event of Default, in each case with respect to such Securities or any series of Securities as
provided in this Section on and after the date the conditions set forth in Section 13.4 are satisfied (hereinafter called
“Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the
Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
specified Section (to the extent so specified in the case of Section 5.1(4) and the occurrence of any other Event of Default
specified pursuant to Section 3. 1), whether directly or indirectly by reason of any reference elsewhere herein to any such Section
or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.


 


Section
13.4 Conditions to Defeasance or Covenant Defeasance.


 


The
following shall be the conditions to the application of Section 13.2 or Section 13.3 to any Securities or any series of Securities, as
the case may be:


 




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(1)       The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 6.9 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders
of such Securities,


 


(A)       in
the case of Securities of a series denominated in currency of the United States of America,


 


(i)       cash
in currency of the United States of America in an amount, or


 


(ii)       U.S.
Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment, an amount in cash, or


 


(iii)       a
combination thereof, or


 


(B)       in
the case of Securities of a series denominated in currency other than that of the United States of America,


 


(i)       cash
in the currency in which such series of Securities is denominated in an amount, or


 


(ii)       Foreign
Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment, an amount in cash, or


 


(iii)       a
combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the
Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such
Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities.


 


(2)       In
the event of an election to have Section 13.2 apply to any Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income
tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities
will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with
respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as
would be the case if such deposit, Defeasance and discharge were not to occur.


 


(3)       In
the event of an election to have Section 13.3 apply to any Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss
for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and
will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit
and Covenant Defeasance were not to occur.


 


(4)       The
Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 




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(5)       No
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections
5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until after such 90th day).


 


(6)       Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such Act).


 


(7)       Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any
other agreement or instrument to which the Company is a party or by which it is bound.


 


(8)       Such
Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.


 


(9)       The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


Section
13.5 Deposited Money, U.S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions.


 


Subject
to the provisions of the last paragraph of Section 10.3, all money, U.S. Government Obligations and Foreign Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the
Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 in respect of
any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture,
to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Section 13.4 or the principal and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything in this Article
to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money, U.S.
Government Obligations or Foreign Government Obligations held by it as provided in Section 13.4 with respect to any Securities which,
in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities.


 


Section
13.6 Reinstatement.


 


If
the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 13.2
or 13.3 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.5 with respect to such
Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any)
of the Holders of such Securities to receive such payment from the money so held in trust.


 




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ARTICLE
14



CONVERSION OF SECURITIES


 


Section
14.1 Applicability of Article.


 


The
provisions of this Article shall be applicable to the Securities of any series which are convertible into shares of Common Stock of the
Company, and the issuance of such shares of Common Stock upon the conversion of such Securities, except as otherwise specified as contemplated
by Section 3.1 for the Securities of such series.


 


Section
14.2 Exercise of Conversion Privilege.


 


In
order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to
the Company at the office or agency maintained for that purpose pursuant to Section 10.2, accompanied by a duly executed conversion notice
to the Company substantially in the form set forth in Section 2.6 stating that the Holder elects to convert such Security or a specified
portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address)
in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities
surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of
transfer in forms satisfactory to the Company and the Trustee duly executed by the Holder or its attorney duly authorized in writing;
and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record
Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption
during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business
Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest
Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such Holder notwithstanding
the conversion of such Security, subject to the provisions of Section 3.7 relating to the payment of Defaulted Interest by the Company.
As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to
Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures
supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable
regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is
surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable
upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’
Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise
issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the
date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such
Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed
the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such
Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such
date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose
name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall
be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to
the final paragraph of Section 3.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on
the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued
upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and
the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or
Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.


 




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Section
14.3 No Fractional Shares.


 


No
fractional share of Common Stock of the Company shall be issued upon conversions of Securities of any series. If more than one Security
shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion
shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted
hereby) so surrendered. If, except for the provisions of this Section 14.3, any Holder of a Security or Securities would be entitled
to a fractional share of Common Stock of the Company upon the conversion of such Security or Securities, or specified portions thereof,
the Company shall pay to such Holder an amount in cash equal to the current market value of such fractional share computed, (i) if such
Common Stock is listed or admitted to unlisted trading privileges on a national securities exchange or market, on the basis of the last
reported sale price regular way on such exchange or market on the last trading day prior to the date of conversion upon which such a
sale shall have been effected, or (ii) if such Common Stock is not at the time so listed or admitted to unlisted trading privileges on
a national securities exchange or market, on the basis of the average of the bid and asked prices of such Common Stock in the over-the-counter
market, on the last trading day prior to the date of conversion, as reported by the National Quotation Bureau, Incorporated or similar
organization if the National Quotation Bureau, Incorporated is no longer reporting such information, or if not so available, the fair
market price as determined by the Board of Directors. For purposes of this Section, “trading day” shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday other than any day on which the Common Stock is not traded or quoted on the principal exchange
or market on which the Common Stock is then traded or quoted.


 


Section
14.4 Adjustment of Conversion Price or Conversion Rate.


 


The
conversion price or conversion rate, as the case may be, of Securities of any series that is convertible into Common Stock of the Company
shall be adjusted for any stock dividends, stock splits, reclassifications, combinations or similar transactions in accordance with the
terms of the supplemental indenture or Board Resolutions setting forth the terms of the Securities of such series. Whenever the conversion
price or conversion rate, as the case may be, is adjusted, the Company shall compute the adjusted conversion price or conversion rate,
as the case may be, in accordance with terms of the applicable Board Resolution or supplemental indenture and shall prepare an Officers’
Certificate setting forth the adjusted conversion price or conversion rate, as the case may be, and showing in reasonable detail the
facts upon which such adjustment is based, and such certificate shall forthwith be filed at each office or agency maintained for the
purpose of conversion of Securities pursuant to Section 10.2 and, if different, with the Trustee. The Company shall forthwith cause a
notice setting forth the adjusted conversion price or conversion rate, as the case may be, to be mailed, first class postage prepaid,
to each Holder of Securities of such series at its address appearing on the Security Register and to any conversion agent other than
the Trustee.


 


Section
14.5 Notice of Certain Corporate Actions. In case:


 


(1)       the
Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings
(other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to
Section 14.4; or


 


(2)       the
Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to
subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval
of any shareholders of the Company is required); or


 


(3)       of
any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common
Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of
the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary
dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to
be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case
specified in clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which
a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants
are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation
or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a
copy of such notice shall also forthwith be filed by the Company with the Trustee.


 




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Section
14.6 Reservation of Shares of Common Stock.


 


The
Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock,
for the purpose of effecting the conversion of Securities, the full number of shares of Common Stock of the Company then issuable upon
the conversion of all outstanding Securities of any series that has conversion rights.


 


Section
14.7 Payment of Certain Taxes upon Conversion.


 


Except
as provided in the next sentence, the Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares
of its Common Stock on conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of shares of its Common Stock in a name other than that of the
Holder of the Security or Securities to be converted, and no such issue or delivery shall be made unless and until the person requesting
such issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax
has been paid.


 


Section
14.8 Nonassessability.


 


The
Company covenants that all shares of its Common Stock that may be issued upon conversion of Securities will upon issue in accordance
with the terms hereof be duly and validly issued and fully paid and nonassessable.


 


Section
14.9 Provision in Case of Consolidation, Merger or Sale of Assets.


 


In
case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company
(other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common
Stock of the Company) or any conveyance, sale, transfer or lease of all or substantially all of the assets of the Company, the Person
formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver
to the Trustee a supplemental indenture providing that the Holder of each Security of a series then Outstanding that is convertible into
Common Stock of the Company shall have the right thereafter (which right shall be the exclusive conversion right thereafter available
to said Holder), during the period such Security shall be convertible, to convert such Security only into the kind and amount of securities,
cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by a holder of the number of
shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger,
conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company (i) is not a Person with which the Company consolidated
or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the
case may be (a “Constituent Person”), or an Affiliate of a Constituent Person and (ii) failed to exercise his rights of election,
if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale,
transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation,
merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of which such
rights of election shall not have been exercised (“Non-electing Share”), then for the purpose of this Section 14.9 the kind
and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by
the holders of each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing
Shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental
indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article or in accordance with
the terms of the supplemental indenture or Board Resolutions setting forth the terms of such adjustments. The above provisions of this
Section 14.9 shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases. Notice of the execution
of such a supplemental indenture shall be given by the Company to the Holder of each Security of a series that is convertible into Common
Stock of the Company as provided in Section 1.6 promptly upon such execution. Neither the Trustee nor any conversion agent, if any, shall
be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either
to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Securities of a series convertible
into Common Stock of the Company upon the conversion of their Securities after any such consolidation, merger, conveyance, transfer,
sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee upon
request.


 




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Section
14.10 Duties of Trustee Regarding Conversion.


 


Neither
the Trustee nor any conversion agent shall at any time be under any duty or responsibility to any Holder of Securities of any series
that is convertible into Common Stock of the Company to determine whether any facts exist which may require any adjustment of the conversion
price or conversion rate, as the case may be, or with respect to the nature or extent of any such adjustment when made, or with respect
to the method employed, whether herein or in any supplemental indenture, any resolutions of the Board of Directors or written instrument
executed by one or more officers of the Company provided to be employed in making the same. Neither the Trustee nor any conversion agent
shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock of the Company, or of
any securities or property, which may at any time be issued or delivered upon the conversion of any Securities and neither the Trustee
nor any conversion agent makes any representation with respect thereto. Subject to the provisions of Section 6. 1, neither the Trustee
nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of its Common Stock
or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with
any of the covenants of the Company contained in this Article 14 or in the applicable supplemental indenture, resolutions of the Board
of Directors or written instrument executed by one or more duly authorized officers of the Company.


 


Section
14.11 Repayment of Certain Funds upon Conversion.


 


Any
funds which at any time shall have been deposited by the Company or on its behalf with the Trustee or any other paying agent for the
purpose of paying the principal of, and premium, if any, and interest, if any, on any of the Securities (including, but not limited to,
funds deposited for the sinking fund referred to in Article 12 hereof and funds deposited pursuant to Article 13 hereof) and which shall
not be required for such purposes because of the conversion of such Securities as provided in this Article 14 shall after such conversion
be repaid to the Company by the Trustee upon the Company’s written request.


 


[Signature
Page Follows]





 




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


 


	 	HARROW
    HEALTH, INC.
	 	 
		By:	/s/ Mark
    L. Baum
	 	Name:	Mark
    L. Baum
	 	Title:	Chief
    Executive Officer


 




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	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Wally Jones
	 	Name:	Wally Jones
	 	Title:	Vice President


 









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