Exhibit 4.2


 


 


 


 


 


 


 


 


SOPHiA GENETICS SA


 


INDENTURE


 


Dated as of [___]


 


[___], as Trustee


 


 


 


 


 


 


 


 




     


     


    

TABLE OF CONTENTS


________________________


 



	Article 1

                                                                                Definition and Incorporation by Reference

	Section 1.01.  Definitions	1
	Section 1.02.  Other Definitions	4
	Section 1.03.  Incorporation by Reference of Trust Indenture Act	5
	Section 1.04.  Rules of Construction	5
	Article 2

                                                                                The Securities

	Section 2.01.  Issuable in Series	5
	Section 2.02.  Establishment of Terms of Series of Securities	6
	Section 2.03.  Execution and Authentication	8
	Section 2.04.  Registrar and Paying Agent	8
	Section 2.05.  Paying Agent to Hold Money in Trust	9
	Section 2.06.  Securityholder Lists	10
	Section 2.07.  Exchange and Registration of Transfer	10
	Section 2.08.  Mutilated, Destroyed, Lost and Stolen Securities	11
	Section 2.09.  Outstanding Securities	11
	Section 2.10.  Treasury Securities	11
	Section 2.11.  Temporary Securities	12
	Section 2.12.  Cancellation	12
	Section 2.13.  Defaulted Interest	12
	Section 2.14.  Registered Global Securities	12
	Section 2.15.  Computation of Interest	13
	Section 2.16.  CUSIP and ISIN Numbers	13
	Article 3

                                                                                Redemption

	Section 3.01.  Notice to Trustee	14
	Section 3.02.  Selection of Securities to Be Redeemed	14
	Section 3.03.  Notice of Redemption	14
	Section 3.04.  Effect of Notice of Redemption	15
	Section 3.05.  Deposit of Redemption Price	15
	Section 3.06.  Securities Redeemed in Part	15
	Article 4

                                                                                Covenants

	Section 4.01.  Payment of Principal and Interest	15
	Section 4.02.  SEC Reports	15
	Section 4.03.  Stay, Extension and Usury Laws	15
	Section 4.04.  Corporate Existence	15
	Section 4.05.  Maintenance of Office or Agency	16
	Section 4.06.  Money for Securities Payments to Be Held in Trust	16
	Section 4.07.  Waiver of Certain Covenants	17



 






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	Article 5

                                                                                Successors

	Section 5.01.  When Company May Merge, Etc	17
	Section 5.02.  Successor Corporation Substituted	17
	Article 6

                                                                                Defaults and Remedies

	Section 6.01.  Events of Default	18
	Section 6.02.  Acceleration of Maturity; Rescission and Annulment	19
	Section 6.03.  Collection of Indebtedness and Suits for Enforcement by Trustee	20
	Section 6.04.  Trustee May File Proofs of Claim	21
	Section 6.05.  Trustee May Enforce Claims without Possession of Securities	21
	Section 6.06.  Application of Money Collected	21
	Section 6.07.  Limitation on Suits	22
	Section 6.08.  Unconditional Right of Holders to Receive Principal and Interest	22
	Section 6.09.  Restoration of Rights and Remedies	22
	Section 6.10.  Rights and Remedies Cumulative	22
	Section 6.11.  Delay or Omission Not Waiver	23
	Section 6.12.  Control by Holders	23
	Section 6.13.  Waiver of Past Defaults	23
	Section 6.14.  Undertaking for Costs	23
	Article

                                                                                7 Trustee

	Section 7.01.  Duties of Trustee	23
	Section 7.02.  Rights of Trustee	24
	Section 7.03.  Individual Rights of Trustee	25
	Section 7.04.  Trustee’s Disclaimer	25
	Section 7.05.  Notice of Defaults	25
	Section 7.06.  Reports by Trustee to Holders	26
	Section 7.07.  Compensation and Indemnity	26
	Section 7.08.  Replacement of Trustee	26
	Section 7.09.  Successor Trustee by Merger, etc	27
	Section 7.10.  Eligibility; Disqualification	27
	Section 7.11.  Preferential Collection of Claims against Company	28
	Article 8

                                                                                Satisfaction and Discharge; Defeasance

	Section 8.01.  Satisfaction and Discharge of Indenture	28
	Section 8.02.  Application of Trust Funds; Indemnification	28
	Section 8.03.  Legal Defeasance of Securities of any Series	29
	Section 8.04.  Covenant Defeasance	30
	Section 8.05.  Repayment to Company	31
	Section 8.06.  Effect of Subordination Provisions	31



 






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	Article 9

                                                                                Amendments and Waivers

	Section 9.01.  Without Consent of Holders	31
	Section 9.02.  With Consent of Holders	32
	Section 9.03.  Limitations	33
	Section 9.04.  Compliance with Trust Indenture Act	33
	Section 9.05.  Revocation and Effect of Consents	33
	Section 9.06.  Notation on or Exchange of Securities	34
	Section 9.07.  Trustee Protected	34
	Article 10

                                                                                Subordination of Securities

	Section 10.01.  Agreement to Subordinate	34
	Article 11

                                                                                Miscellaneous

	Section 11.01.  Trust Indenture Act Controls	34
	Section 11.02.  Notices	34
	Section 11.03.  Communication by Holders with Other Holders	35
	Section 11.04.  Certificate and Opinion as to Conditions Precedent	35
	Section 11.05.  Statements Required in Certificate or Opinion	35
	Section 11.06.  Rules by Trustee and Agents	35
	Section 11.07.  Legal Holidays	35
	Section 11.08.  No Recourse Against Others	36
	Section 11.09.  Counterparts	36
	Section 11.10.  Governing Laws; Submission to Jurisdiction; Waiver of Jury Trial	36
	Section 11.11.  No Adverse Interpretation of Other Agreements	36
	Section 11.12.  Successors	36
	Section 11.13.  Severability	36
	Section 11.14.  Table of Contents, Headings, Etc	36
	Section 11.15.  Securities in a Foreign Currency	36
	Section 11.16.  Judgment Currency	37
	Section 11.17.  Acts of Holders	37
	Section 11.18.  Force Majeure	38
	Article 12

                                                                                Sinking Funds

	Section 12.01.  Applicability of Article	38
	Section 12.02.  Satisfaction of Sinking Fund Payments with Securities	39
	Section 12.03.  Redemption of Securities for Sinking Fund	39







 




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Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of [___].


 


	§ 310(a)(1)	‎7.10
	(a)(2)	‎7.10
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	‎7.10
	(b)	‎7.10
	§ 311(a)	‎7.11
	(b)	‎7.11
	§ 312(a)	‎2.06
	(b)	‎11.03
	(c)	‎11.03
	§ 313(a)	‎7.06
	(b)(1)	‎7.06
	(b)(2)	‎7.06
	(c)	‎7.06
	(d)	‎7.06
	§ 314(a)	‎4.02, ‎Section 4.04
	(b)	Not Applicable
	(c)(1)	‎11.04
	(c)(2)	‎11.04
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	‎11.05
	(f)	Not Applicable
	§ 315(a)	‎7.01
	(b)	‎7.05
	(c)	‎7.01
	(d)	‎7.01
	(e)	‎6.14
	§ 316(a)	‎2.10
	(a)(1)(A)	‎6.12
	(a)(1)(B)	‎6.13
	(a)(2)	Not Applicable
	(b)	‎6.08
	(c)	‎9.05
	§ 317(a)(1)	‎6.03
	(a)(2)	‎6.04
	(b)	‎2.05
	§ 318(a)	‎11.01


 


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


 




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Indenture dated as of [___], between SOPHiA GENETICS
SA, a société anonyme organized under the laws of Switzerland (the “Company”), and [___] (the “Trustee”).


 


Each party agrees as follows for the benefit of
the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.


 


Article
1

Definition and Incorporation by Reference


 


Section 1.01.      Definitions.


 


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


 


“Affiliate” of any specified
Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, “control” when used with respect to any 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.


 


“Agent” means any Registrar,
Paying Agent, co-agent, co-registrar or Service Agent.


 


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


 


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


 


“Bearer Global Security” or “Bearer
Global Securities” means a Bearer Security or Securities, as the case may be, in the form established pursuant to ‎Section
2.02 evidencing all or part of a Series of Bearer Securities, deposited with a common depositary for Euroclear Bank S.A./N.V., as operator
of the Euroclear System and/or Clearstream Banking, société anonyme, Luxembourg.


 


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


 


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


 


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


 


“Business Day” means, unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, each day
which is not a Legal Holiday.


 


“Capital Stock” of any Person
means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however
designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.


 


“Company” means the party named
as such above until a successor replaces it and thereafter means the successor.


 






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“Company Order” means a written
order signed in the name of the Company by two Officers, one of whom must be the Company’s principal executive officer, vice president,
principal financial officer, principal accounting officer or general counsel.


 


“Company Request” means a written
request signed in the name of the Company by its Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer, Chief Legal Officer, President, any Executive or other Vice President, Treasurer, Secretary, any Assistant Treasurer
or any Assistant Secretary, and delivered to the Trustee.


 


“Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust business relating to this Indenture shall be principally
administered, which as of the date of this Indenture shall be located at:


 


[___].


 


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


 


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


 


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


 


“Discount Security” means any
Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration
of the maturity thereof pursuant to ‎Section 6.02.


 


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


 


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


 


“Foreign Currency” means any
currency or currency unit issued by a government other than the government of the United States of America.


 


“Foreign Government Obligations”
means with respect to Securities of any Series that are denominated in a Foreign Currency, (i) direct obligations of the government that
issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by such government, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof.


 


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


 


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


 


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


 






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


 


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


 


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


 


“Opinion of Counsel” means a
written opinion of legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company
or the Trustee.


 


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


 


“Place of Payment,” when used
with respect to the Securities of any Series, means the place or places specified in accordance with ‎Section 2.02 where the principal
of and any premium and interest on the Securities of that Series are payable, or if not so specified, in accordance with ‎Section
4.06.


 


“Preferred Stock,” as applied
to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment
of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares
of Capital Stock of any other class of such Person.


 


“principal” of a Security means
the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security.


 


“Registered Global Security”
or “Registered Global Securities” means a Security or Securities, as the case may be, in the form established pursuant
to ‎Section 2.02 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered
in the name of such Depositary or nominee.


 


“Registered Securities” means
any Security registered on the Register of the Company.


 


“SEC” means the Securities and
Exchange Commission.


 


“Securities” means the debentures,
notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.


 


“Senior Debt” means the principal
of, premium, if any, unpaid interest, and all fees and other amounts payable in connection with the following, whether outstanding on
the date hereof or thereafter created, incurred, assumed or guaranteed, on (x) the Debt of the Company, for money borrowed other than
(a) any Debt of the Company which when incurred and without respect to any election under Section 1111(b) of the Federal Bankruptcy Code,
was without recourse to the Company, (b) any Debt of the Company to any of its Subsidiaries, (c) Debt to any employee of the Company,
(d) any liability for taxes and (e) Trade Payables, unless the instrument creating or evidencing the same or pursuant to which the same
is outstanding provides that such Debt is not senior or prior in right of payment to the Securities, (y) all obligations of the Company
under interest rate, currency and commodity swaps, caps, floors, collars, hedge arrangements, forward contracts or similar agreements
or arrangements and (z) renewals, extensions, modifications and refundings of any such Debt. This definition may be modified or superseded
by a supplemental indenture.


 






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“Senior Securities” means Securities
other than Subordinated Securities.


 


“Series” or “Series
of Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections
‎2.01 and ‎2.02 hereof.


 


“Stated Maturity” when used with
respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the
fixed date on which the principal of such Security or such installment of principal or interest is due and payable (without regard for
any provisions for acceleration, redemption prepayment or otherwise).


 


“Subordinated Securities” means
Securities that by the terms established pursuant to ‎Section 2.02(i) are subordinated in right of payment to Senior Debt of the Company.


 


“Subordination Provisions,” when
used with respect to the Subordinated Securities of any Series, shall have the meaning established pursuant to ‎Section 2.02(i) with
respect to the Subordinated Securities of such Series.


 


“Subsidiary” of any Person means
any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital
Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii)
such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.


 


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


 


“Trade Payables” means accounts
payable or any other Debt or monetary obligations to trade creditors created or assumed by the Company or any Subsidiary of the Company
in the ordinary course of business in connection with the receipt of materials or services.


 


“Trust Officer” means any officer
within the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Indenture.


 


“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 Obligations”
means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including
any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer’s option.


 


Section 1.02.      Other
Definitions.


 


	
    Term
	
    Defined in Section 

	“Bankruptcy Law”	‎6.01
	“Custodian”	‎6.01
	“Event of Default”	‎6.01
	“Judgment Currency”	‎11.16
	“Legal Holiday”	‎11.07
	“mandatory sinking fund payment”	‎12.01
	“Market Exchange Rate”	‎11.15
	“New York Banking Day”	‎11.16
	“optional sinking fund payment”	‎12.01
	“Paying Agent”	‎2.04
	“Register”	‎2.04
	“Registrar”	‎2.04
	“Required Currency”	‎11.16
	“Service Agent”	‎2.04
	“successor person”	‎5.01


 






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Section 1.03.      Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference
in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:


 


“Commission” means the SEC.


 


“indenture securities” means
the Securities.


 


“indenture security holder” means
a Securityholder.


 


“indenture to be qualified” means
this Indenture.


 


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


 


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


 


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


 


Section 1.04.      Rules
of Construction. Unless the context otherwise requires:


 


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


 


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


 


(iii)        references to “generally accepted accounting principles” shall mean generally accepted accounting principles in effect as
of the time when and for the period as to which such accounting principles are to be applied;


 


(iv)        “or” is not exclusive; and


 


(v)         words in the singular include the plural, and in the plural include the singular.


 


Article
2

The Securities


 


Section 2.01.      Issuable
in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.
The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth in a Board
Resolution, a supplemental indenture or an Officers’ Certificate detailing the adoption of the terms thereof pursuant to the authority
granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officers’
Certificate or supplemental indenture may provide for the method by which specified terms (such as interest rate, maturity date, record
date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided
that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture.


 






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Section 2.02.      Establishment
of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the following shall be established
(as to the Series generally, in the case of Subsection ‎2.02(a) and either as to such Securities within the Series or as to
the Series generally in the case of Subsections ‎2.02(b) through ‎2.02(x)) by a Board Resolution, a supplemental
indenture or an Officers’ Certificate pursuant to authority granted under a Board Resolution:


 


(a)          the title and designation of the Securities of the Series, which shall distinguish the Securities of the Series from the Securities of
all other Series, and which may be part of a Series of Securities previously issued;


 


(b)          any limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities
of the Series pursuant to ‎Section 2.07, ‎2.08, ‎2.11, ‎3.06 or ‎9.06);


 


(c)          if other than Dollars, the Foreign Currency or Foreign Currencies in which the Securities of the Series are denominated;


 


(d)          the date or dates on which the principal of the Securities of the Series is payable or the method of determination thereof;


 


(e)          the rate or rates (which may be fixed or variable) at which the Securities of the Series shall bear interest, if any, the date or dates
from which such interest shall accrue, on which such interest shall be payable, the terms and conditions of any deferral of interest and
the additional interest, if any, thereon, the right, if any, of the Company to extend the interest payment periods and the duration of
the extensions and (in the case of Registered Securities) the date or dates on which a record shall be taken for the determination of
Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined;


 


(f)           the place or places where and the manner in which, the principal of and any interest on Securities of the Series shall be payable;


 


(g)          the right, if any, of the Company to redeem Securities, in whole or in part, at its option and the period or periods within which, or
the date or dates on which, the price or prices at which and any terms and conditions upon which Securities of the Series may be so redeemed,
pursuant to any sinking fund or otherwise;


 


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


 


(i)           if the Securities of such Series are Subordinated Securities, the terms pursuant to which the Securities of such Series will be made subordinate
in right of payment to Senior Debt and the definition of such Senior Debt with respect to such Series (in the absence of an express statement
to the effect that the Securities of such Series are subordinate in right of payment to all such Senior Debt, the Securities of such Series
shall not be subordinate to Senior Debt and shall not constitute Subordinated Securities); and, in the event that the Securities of such
Series are Subordinated Securities, such Board Resolution, Officer’s Certificate or supplemental indenture, as the case may be,
establishing the terms of such Series shall expressly state which articles, sections or other provisions thereof constitute the “Subordination
Provisions” with respect to the Securities of such Series;


 






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(j)           if other than denominations of $1,000 and any integral multiple thereof in the case of Registered Securities, or $1,000 and $5,000 in
the case of Bearer Securities, the denominations in which Securities of the Series shall be issuable;


 


(k)          the percentage of the principal amount at which the Securities will be issued, and, if other than the principal amount thereof, the portion
of the principal amount of Securities of the Series which shall be payable upon declaration of acceleration of the maturity thereof and
the terms and conditions of any acceleration;


 


(l)           if other than the coin, currency or currencies in which the Securities of the Series are denominated, the coin, currency or currencies
in which payment of the principal of or interest on the Securities of such Series shall be payable, including composite currencies or
currency units;


 


(m)         if the principal of or interest on the Securities of the Series are to be payable, at the election of the Company or a Holder thereof,
in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions
upon which, such election may be made;


 


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


 


(o)          whether the Securities of the Series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as
Registered Global Securities) or Bearer Securities, with or without interest coupons appertaining thereto (and if so, whether such Securities
will be issuable as Bearer Global Securities), or any combination of the foregoing, any restrictions applicable to the offer, sale or
delivery of Bearer Securities or the payment of interest thereon and the terms upon which Bearer Securities of any Series may be exchanged
for Registered Securities of such Series and vice versa;


 


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


 


(q)          if the Securities of the Series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security
of such Series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of
such certificates, documents or conditions;


 


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


 


(s)          any deletion from, modification of or addition to the Events of Default or covenants with respect to the Securities of such Series, including,
if applicable, covenants affording Holders of debt protection with respect to the Company’s operations, financial conditions and
transactions involving the Company;


 


(t)           if the Securities of the Series are to be convertible into or exchangeable for any other security or property of the Company, including,
without limitation, securities of another Person held by the Company or its Affiliates and, if so, the terms thereof, including conversion
or exchange prices or rate and adjustments thereto;


 


(u)          the price or prices at which the Securities will be issued;


 


(v)          any provisions for remarketing;


 






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(w)         the terms applicable to any Securities issued at a discount from their stated principal amount; and


 


(x)          any other terms of the Series.


 


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


 


Section 2.03.      Execution
and Authentication. One or more Officers shall sign the Securities for the Company by manual or facsimile signature.


 


If an Officer whose signature is on a Security no
longer holds that office at the time the Security is authenticated, the Security shall be valid nevertheless so long as such individual
was an Officer at the time of execution of the Security.


 


A Security shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.


 


The Trustee shall at any time, and from time to
time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto
or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication
unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate.


 


The aggregate principal amount of Securities of
any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate delivered pursuant to ‎Section 2.02, except as provided in ‎Section
2.08.


 


Prior to the issuance of Securities of any Series,
the Trustee shall have received and (subject to ‎Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental
indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series
and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with
‎Section 11.04, and (c) an Opinion of Counsel complying with ‎Section 11.04.


 


The Trustee shall have the right to decline to authenticate
and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully
be taken; or (b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders
of any then outstanding Series of Securities.


 


The Trustee may appoint an authenticating agent
reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by
a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating
agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate.


 






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Section 2.04.      Registrar
and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect
to such Series pursuant to ‎Section 2.02, an office or agency where Securities of such Series may be presented or surrendered
for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange
(“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of
Registered Securities (the “Register”) and to their transfer and exchange. The Company will give prompt written notice
to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at
any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee
with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands;
provided that the Corporate Trust Office shall not be an office or agency of the Company for the purpose of effecting service of legal
process on the Company.


 


The Company may also from time to time designate
one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar,
Paying Agent and Service Agent in each place so specified pursuant to ‎Section 2.02 for Securities of any Series for such purposes.
The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address
of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar;
the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional
service agent.


 


The Company hereby appoints the Trustee as the initial
Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be,
is appointed prior to the time Securities of that Series are first issued. The Company or any of its domestically organized Subsidiaries
may act as Paying Agent, Registrar or Service Agent. So long as the Trustee is the Service Agent, no service of legal process on the Company
may be made on the Service Agent.


 


The rights, privileges, protections, immunities
and benefits given to the Trustee under this Indenture including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent acting hereunder.


 


The Company shall enter into an appropriate agency
agreement with any Registrar, Paying Agent or Service Agent not a party to this Indenture, which shall incorporate the terms of the TIA.
The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the
name and address of any such agent.


 


The Company may remove any Registrar, Paying Agent
or Service Agent for any Series of Securities upon written notice to such Registrar, Paying Agent or Service Agent and to the Trustee;
provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an
appropriate agreement entered into by the Company and such successor Registrar, Paying Agent or Service Agent, as the case may be, and
delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar, Paying Agent or Service Agent,
as the case may be, until the appointment of a successor in accordance with clause (1) above. The Registrar, Paying Agent or Service Agent
may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent, Registrar or Service Agent
only if the Trustee also resigns as Trustee in accordance with ‎Section 7.08. Upon any Event of Default under ‎Section 6.01(e)
or ‎Section 6.01(f), the Trustee shall automatically be the Paying Agent.


 






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Section 2.05.      Paying
Agent to Hold Money in Trust. Prior to each due date of the principal and interest on any Series of Securities, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit
of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each
Paying Agent (other than the Trustee) to agree in writing that the Paying Agent will hold in trust, for the benefit of Securityholders
of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series
of Securities, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues,
the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary)
shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent.


 


Section 2.06.      Securityholder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names
and addresses of Securityholders of each Series of Securities and shall otherwise comply with TIA § 312(a). If the Trustee is not
the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee at least five Business Days before each interest
payment date, but in any event not less frequently than semi-annually, and at such other times as the Trustee may request in writing a
list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series
of Securities.


 


Section 2.07.      Exchange
and Registration of Transfer. The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities of a Series and of transfers
of Securities of such Series. The Register shall be in written form or in any form capable of being converted into written form within
a reasonably prompt period of time.


 


Upon surrender for registration of transfer of any
Security of a Series to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this ‎Section
2.07, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Security of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such
restrictive legends as may be required by this Indenture.


 


Securities of a Series may be exchanged for other
Securities of the same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities
to be exchanged at any such office or agency maintained by the Company pursuant to ‎Section 4.06. Whenever any Securities of a Series
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities of the same
Series that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding.


 


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


 


All Securities of a Series presented or surrendered
for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied
by a written instrument or instruments of transfer in form satisfactory to the Company, and the Securities of such Series shall be duly
executed by the Holder thereof or his attorney duly authorized in writing.


 


No service charge shall be made to any holder for
any registration of, transfer or exchange of Securities, but the Company or the Trustee may require payment by the holder of a sum sufficient
to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of such Securities (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections ‎2.11,
‎3.06 or ‎9.06).


 


Neither the Company nor the Trustee nor any Registrar
shall be required to exchange, issue or register a transfer of (a) Securities of any Series for a period of fifteen calendar days next
preceding date of mailing of a notice of redemption of Securities of that Series selected for redemption, or (b) Securities of any Series
or portions thereof called for redemption, except for the unredeemed portion of any Securities of that Series being redeemed in part.


 






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Section 2.08.      Mutilated,
Destroyed, Lost and Stolen Securities. If a mutilated Security is surrendered to the Registrar or if the Securityholder of a Security
claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate and
deliver a replacement Security of the same Series if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that
the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after he has notice of such loss, destruction or
wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company
or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code
(a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Company or the Trustee. If required
by the Trustee or the Company, such Securityholder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect
the Trustee and any Agent and in the judgment of the Company to protect the Company, the Trustee, the Paying Agent and the Registrar from
any loss that any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Securityholder for their expenses
in replacing a Security. In case any Security which has matured or is about to mature or has been called for redemption, shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay or authorize the payment of
(without surrender thereof except in the case of a mutilated Security), as the case may be, if the applicant for such payment or conversion
shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required
by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection with such substitution, and,
in every case of destruction, loss or theft, the applicant shall also furnish to the Company, the Trustee and, if applicable, any Paying
Agent evidence to their satisfaction of the destruction, loss or theft of such Securities and of the ownership thereof.


 


Every replacement Security of any Series issued
pursuant to this Section is an additional obligation of the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities of the same Series replaced.


 


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


 


Section 2.09.      Outstanding
Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation, those reductions in the interest on a Registered Global Security effected by the Trustee
in accordance with the provisions hereof and those described in this Section as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate holds the Security.


 


If a Security is replaced pursuant to ‎Section
2.08, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is
held by a protected purchaser.


 


If the Paying Agent (other than the Company, a Subsidiary
or an Affiliate of any thereof) holds on the Maturity of Securities of a Series money sufficient to pay such Securities (or portions thereof)
payable on that date, and the Paying Agent is not prohibited from paying such money to the Securityholders of such Series on that date
pursuant to the terms of the Indenture, then on and after that date such Securities of the Series (or portions thereof) cease to be outstanding
and interest on them ceases to accrue.


 


In determining whether the Holders of the requisite
principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof
pursuant to ‎Section 6.02.


 






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Section 2.10.      Treasury
Securities. In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any direction,
waiver or consent, Securities of a Series owned by the Company, any other obligor upon the Securities or an Affiliate of the Company or
such other obligor shall be disregarded and deemed not to be outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent only Securities of a Series that the Trustee knows are so owned
shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes
to the 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 any other obligor on the Securities. In case of a
dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance
with such advice. Upon written request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate
listing and identifying all Securities, if any, known by the Company to be owned or held by or for the account of any of the above-described
persons; and, subject to Sections ‎7.01 and ‎7.02, the Trustee shall be entitled to accept such Officers’
Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are outstanding
for the purpose of any such determination.


 


Section 2.11.      Temporary
Securities. Pending the preparation of Securities in certificated form, the Company may execute and the Trustee or an authenticating
agent appointed by the Trustee shall, upon a Company Order, authenticate and deliver temporary Securities (printed, lithographed, typewritten,
photocopied or otherwise produced). Temporary Securities shall be issuable in any authorized denomination, and substantially in the form
of the Securities in certificated form, but with such omissions, insertions and variations as may be appropriate for temporary Securities,
all as may be determined by the Company. Every such temporary Security shall be executed by the Company and authenticated by the Trustee
or such authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Securities
in certificated form. Without unreasonable delay, the Company will execute and deliver to the Trustee or such authenticating agent Securities
of the same Series in certificated form and thereupon any or all temporary Securities may be surrendered in exchange therefor, at each
office or agency maintained by the Company pursuant to ‎Section 4.07 and the Trustee or such authenticating agent shall authenticate
and make available for delivery in exchange for such temporary Securities an equal aggregate principal amount of Securities of the same
Series in certificated form. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged,
the temporary Securities shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture
as Securities of the same Series in certificated form authenticated and delivered hereunder.


 


Section 2.12.      Cancellation.
The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel
all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation and dispose of such cancelled
Securities in accordance with its customary procedure. The Company may not issue new Securities to replace Securities that it has paid
or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of cancelled Securities other than
pursuant to the terms of this Indenture.


 


Section 2.13.      Defaulted
Interest. If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to
the extent permitted by law, any interest payable on the defaulted interest, to the Persons who are Securityholders of the Series on a
subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee and shall promptly mail or cause to be mailed or deliver by electronic transmission to each Securityholder
of the Series a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. The Company
may pay defaulted interest in any lawful manner.


 


Section 2.14.      Registered
Global Securities.


 


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


 






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(b)          Transfer and Exchange. Notwithstanding any provisions to the contrary contained in ‎Section 2.07 of the Indenture and
in addition thereto, any Registered Global Security shall be exchangeable pursuant to ‎Section 2.07 of the Indenture for Securities
registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for such Registered Global Security or if at any time such Depositary
ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary
within 90 days of such event or (ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect that
such Registered Global Security shall be so exchangeable. Any Registered Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate principal
amount equal to the principal amount of the Registered Global Security with like tenor and terms.


 


Except as provided in this ‎Section 2.14(b),
a Registered Global Security may not be transferred except as a whole by the Depositary with respect to such Registered Global Security
to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary
or any such nominee to a successor Depositary or a nominee of such a successor Depositary.


 


(c)          Legend. Any Registered Global Security issued hereunder shall bear a legend in substantially the following form:


 


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


 


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


 


(e)          Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by ‎Section
2.02, payment of the principal of and interest, if any, on any Registered Global Security shall be made to the Holder thereof.


 


(f)           Consents, Declaration and Directions. Except as provided in ‎Section 2.14(d), the Company, the Trustee and any Agent
shall treat a Person as the Holder of such principal amount of outstanding Securities of such Series represented by a Registered Global
Security as shall be specified in a written statement of the Depositary with respect to such Registered Global Security, for purposes
of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.


 


Section 2.15.      Computation
of Interest. Except as otherwise specified pursuant to ‎Section 2.02 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.


 


Section 2.16.      CUSIP
and ISIN Numbers. The Company in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then generally
in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices of redemption as a convenience
to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification
printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee in writing of any changes to the CUSIP and ISIN numbers.


 






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Article
3

Redemption


 


Section 3.01.      Notice
to Trustee. The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities
or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on
such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem
prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify
the Trustee in writing of the redemption date and the principal amount of Series of Securities to be redeemed. The Company shall give
the notice at least 35 calendar days before the redemption date (or such shorter notice as may be acceptable to the Trustee).


 


Section 3.02.      Selection
of Securities to Be Redeemed. Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or
an Officers’ Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities
of the Series to be redeemed in any manner that the Trustee deems fair and appropriate. The Trustee shall make the selection from Securities
of the Series outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities
of the Series that have denominations larger than $1,000. Securities of the Series and portions of them it selects shall be in amounts
of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to ‎Section
2.02(j), the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption.


 


Section 3.03.      Notice
of Redemption. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, at least 10 days but not more than 60 days before a redemption date, the Company shall provide a notice of redemption by
electronic transmission or first-class mail to each Holder whose Securities are to be redeemed and if any Bearer Securities are outstanding,
publish on one occasion a notice in an Authorized Newspaper.


 


The notice shall identify the Securities of the
Series to be redeemed and shall state:


 


(a)          the redemption date;


 


(b)          the redemption price, or if not then ascertainable, the manner of calculation thereof;


 


(c)          the name and address of the Paying Agent;


 


(d)          if less than all Securities of any Series are to be redeemed, the identification of the particular Securities to be redeemed and the portion
of the principal amount of any Security to be redeemed in part;


 


(e)          that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(f)           that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;


 


(g)          the nature of any conditions precedent to the Company’s obligation to redeem the Securities on the redemption date; and


 


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


 






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At the Company’s written request, the Trustee
shall give the notice of redemption in the Company’s name and at the Company’s expense and provided that the form and content
of such notice shall be prepared by the Company.


 


Section 3.04.      Effect
of Notice of Redemption. Once notice of redemption is transmitted, mailed or published as provided in ‎Section 3.03, Securities
of a Series called for redemption become due and payable on the redemption date and at the redemption price. Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price plus accrued interest to, but excluding, the redemption date.


 


Section 3.05.      Deposit
of Redemption Price. On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the
redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.


 


Section 3.06.      Securities
Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security
of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.


 


Article
4

Covenants


 


Section 4.01.      Payment
of Principal and Interest. The Company shall duly and punctually pay the principal of and interest, if any, on the Securities of that
Series in accordance with the terms of such Securities and this Indenture.


 


Section 4.02.      SEC
Reports. The Company shall furnish to the Trustee within 15 days after the filing by the Company with the SEC copies of the annual
reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules
and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company also shall comply with the other provisions of TIA § 314(a). The Company will be deemed to have furnished such reports referred
to in this Section to the Trustee if the Company has filed such reports with the SEC via the EDGAR filing system (or any successor thereto)
and such reports are publicly available.


 


Section 4.03.      Compliance
Certificate. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a brief certificate
from the principal executive officer, principal financial officer, principal accounting officer or vice president or treasurer as to his
or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture (which compliance shall be determined
without regard to any period of grace or requirement of notice provided under this Indenture) and, in the event of any Default, specifying
each such Default and the nature and status thereof of which such Person may have knowledge. Such certificates need not comply with ‎Section
11.05 of this Indenture.


 


Section 4.04.      Stay,
Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or
at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities; and the Company
(to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not,
by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law has been enacted.


 


Section 4.05.      Corporate
Existence. Subject to ‎Article 5, the Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and the rights (charter and statutory), licenses and franchises of the Company; provided,
however, that the Company shall not be required to preserve any such right, license or franchise, if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole
and that the loss thereof is not adverse in any material respect to the Holders.


 






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Section 4.06.      Maintenance
of Office or Agency. The Company will maintain an office or agency in the United States, where the Securities of a Series may be surrendered
for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect
of the Securities of a 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 not designated or appointed by the Trustee. 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.


 


The Company may also from time to time designate
co-registrars and one or more offices or agencies where the Securities of a Series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations. 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 4.07.      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 the Securities
of any Series, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest
so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly
notify the Trustee of any failure by the Company (or any other obligor of such Securities) to make any payment of principal of or premium,
if any, or interest, if any, on such Securities.


 


Whenever the Company shall have one or more Paying
Agents for the Securities of any Series, it shall, on or before each due date of the principal of and premium, if any, and interest, if
any, on such Securities, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest
so becoming due, such sums to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless
such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of any failure by it so to act.


 


The Company shall cause each Paying Agent for the
Securities of any Series, other than the Company or 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 shall:


 


(i)           hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, on such Securities in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(ii)          give the Trustee notice of any failure by the Company (or any other obligor upon such Securities) to make any payment of principal of
or premium, if any, or interest, if any, on such Securities; and


 


(iii)         at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of
the Persons entitled to such sums.


 


The Company may at any time 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, if so stated in a Company
Order delivered to the Trustee, in accordance with the provisions of ‎Article 8; 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.


 






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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 and premium, if any, or interest, if any, on any Security
and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, has become due and payable shall
be paid to the Company on request of the Company, or, if then held by the Company, shall be discharged from such trust; and, upon such
payment or discharge, the Holder of such Security shall, as an unsecured general creditor and not as the Holder of an outstanding Security,
look only to the Company for payment of the amount so due and payable and remaining unpaid, 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 payment to the Company, may at the expense of the Company
cause to be published once a week for two successive weeks, in each case on any day of the week, in an Authorized Newspaper 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 paid to the Company.


 


Section 4.08.      Waiver
of Certain Covenants. Except as otherwise specified as contemplated by ‎Section 2.02 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 herein or pursuant to ‎Section 2.02(s) or ‎Section 9.01(c) for the benefit of
the Holders of such Series if before the time for such compliance the Holders of at least 50% in principal amount of the outstanding Securities
of such Series shall, by an Act of such Holders, either waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such wavier 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 such
term, provision or condition shall remain in full force and effect.


 


Article
5

Successors


 


Section 5.01.      When
Company May Merge, Etc. The Company shall not consolidate with or merge into, or convey, transfer or lease all or substantially all
of its properties and assets to, any Person (a “successor person”), and may not permit any Person to merge into, or
convey, transfer or lease its properties and assets substantially as an entirety to, the Company, unless:


 


(a)          either the Company shall be the continuing corporation or the successor person (if other than the Company) is a corporation, partnership,
trust or other entity organized and validly existing under the laws of Switzerland, the United States of America, any State thereof or
the District of Columbia and expressly assumes the Company’s obligations on the Securities and under this Indenture; and


 


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


 


The Company shall deliver to the Trustee prior to
the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating
that the proposed transaction and such supplemental indenture comply with this Indenture.


 


Section 5.02.      Successor
Corporation Substituted. The successor person formed by such consolidation or into which the Company is merged or to which such 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 to
another Person) the predecessor corporation shall be relieved of all obligations and covenants under the Indenture and the Securities
and, in the event of such conveyance or transfer, any such predecessor corporation may be dissolved and liquidated.


 






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Article
6

Defaults and Remedies


 


Section 6.01.      Events
of Default.


 


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


 


(a)          a default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default
for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent
prior to the expiration of such period of 30 days); provided that, a valid extension of an interest payment period by the Company in accordance
with the terms of such Securities shall not constitute a failure to pay interest; or


 


(b)          a default in the payment of the principal of, or premium, if any, on, any Security of that Series when due at its Maturity; or


 


(c)          a default in the deposit of any sinking fund payment, when and as due in respect of any Security of that Series; or


 


(d)          a default, subject to the provisions in ‎Section 4.08, in the performance or breach of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty that has been included in this Indenture solely for the benefit of Series of Securities
other than that Series), which default continues uncured 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


 


(e)          the Company pursuant to or within the meaning of any Bankruptcy Law:


 


(i)          commences a voluntary case,


 


(ii)         consents to the entry of an order for relief against it in an involuntary case,


 


(iii)        consents to the appointment of a Custodian of it or for all or substantially all of its property,


 


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


 


(v)         generally is unable to pay its debts as the same become due; or


 


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


 


(i)          is for relief against the Company in an involuntary case,


 


(ii)         appoints a Custodian of the Company for all or substantially all of its property, or


 


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


 


(g)          any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate, in accordance with ‎Section 2.02(s).


 


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


 






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Section 6.02.      Acceleration
of Maturity; Rescission and Annulment. If an Event of Default described in ‎Section 6.01(a), ‎(b) or ‎(c)
occurs and is continuing, then, and in each and every such case, except for any series of Securities the principal of which shall have
already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities
of each such affected series then outstanding hereunder (each such series voting as a separate class) by notice in writing to the Company
(and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of such series are Discount
Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of such series, and
the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration, the same shall become immediately
due and payable.


 


Except as otherwise provided in the terms of any
series of Senior Securities pursuant to ‎Section 2.02, if an Event of Default described in ‎(d) or ‎(g) above with respect
to all series of the Senior Securities then outstanding, occurs and is continuing, then, and in each and every such case, unless the principal
of all of the Senior Securities shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of all of the Senior Securities then outstanding hereunder (treated as one class) by notice in writing to the Company
(and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Senior Securities of any series are Discount
Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Senior Securities then
outstanding, and the interest accrued thereon, if any, to be due and payable immediately, and upon such declaration, the same shall become
immediately due and payable. If an Event of Default described in ‎Section 6.01(e) or ‎6.01(f) above occurs and is continuing,
then the principal amount of all the Senior Securities then outstanding, and the interest accrued thereon, if any, shall become and be
immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.


 


Except as otherwise provided in the terms of any
series of Subordinated Securities pursuant to ‎Section 2.02,, if an Event of Default described in ‎(d) or ‎(g) above with
respect to all series of Subordinated Securities then outstanding, occurs and is continuing, then, and in each and every such case, unless
the principal of all of the Subordinated Securities shall have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of all of the Subordinated Securities then outstanding hereunder (treated as one class) by
notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Subordinated
Securities of any series are Discount Securities, such portion of the principal amount as may be specified in the terms of such series)
of all of the Subordinated Securities then outstanding, and the interest accrued thereon, if any, to be due and payable immediately, and
upon such declaration, the same shall become immediately due and payable.


 


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


 


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


 






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If an Event of Default specified in ‎Section
6.01(e) or ‎(f) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding
Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee
or any Holder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.03.      Collection
of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if


 


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


 


(b)          default is made in the payment of principal of any Security when due at the Maturity thereof, or


 


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


 


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


 






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


 


Section 6.04.      Trustee
May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property
of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any
demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,


 


(a)          to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and


 


(b)          to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same,


 


and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due
it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under ‎Section 7.07


 


Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding.


 


Section 6.05.      Trustee
May Enforce Claims without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.


 


Section 6.06.      Application
of Money Collected. Any money or property 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 or property on account of principal or interest,
upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid:


 


First: To the payment of all amounts due
the Trustee under ‎Section 7.07; and


 


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


 






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Third: To the Company.


 


Section 6.07.      Limitation
on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


(a)          such Holder has previously given written notice to the Trustee of an Event of Default and the continuance thereof with respect to the
Securities of that Series;


 


(b)          the Holders of not less than 25% in principal amount of the outstanding Securities of that Series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


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


 


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


 


Section 6.08.      Unconditional
Right of Holders to Receive Principal and Interest. 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 interest, if any, on such Security
on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date) and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 6.09.      Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.


 


Section 6.10.      Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in ‎Section 2.08, 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.


 






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Section 6.11.      Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 6.12.      Control
by Holders. The Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Securities of such Series, provided that


 


(a)          such direction shall not be in conflict with any rule of law or with this Indenture,


 


(b)          the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and


 


(c)          subject to the provisions of ‎Section 6.01, the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Trust Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability.


 


Section 6.13.      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 a Default in the payment of the principal of or interest on any Security of such Series (provided, however, that the Holders of
a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including
any related payment default that resulted from such acceleration). 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 6.14.      Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount
of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal
of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption,
on the redemption date).


 


Article
7

Trustee


 


Section 7.01.      Duties
of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in
it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person’s own affairs.


 


(b)          Except during the continuance of an Event of Default:


 






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(i)          the Trustee need perform only those duties that are specifically set forth in this Indenture and no other implied covenants or obligations
shall be read into this Indenture against the Trustee; and


 


(ii)         in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture;
however, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this
Indenture.


 


(c)          The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that:


 


(i)          this paragraph does not limit the effect of paragraph ‎(a) of this Section;


 


(ii)         the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts; and


 


(iii)        the Trustee shall not be liable with respect to any action it takes or omits to take with respect to Securities of any Series in good
faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series.


 


(d)          Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph ‎(a), ‎(b), ‎(c)
and ‎(g) of this Section.


 


(e)          The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.


 


(f)           Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)          No provision of this Indenture shall require the Trustee to 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 is not reasonably assured to it.


 


(h)          Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.


 


Section 7.02.      Rights
of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the document.


 


(b)          Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of
Counsel.


 


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


 


(d)          The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its
rights or powers.


 


(e)          The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered
by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 






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(f)           The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture, note 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.


 


(g)          The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered
to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses, losses and liabilities which may be incurred
therein or thereby.


 


(h)          The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other
Person employed to act hereunder.


 


(i)           The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed
by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate
previously delivered and not superseded.


 


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


 


(i)          Delivery of reports, information and documents to the Trustee under ‎Section 4.02 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 its covenants hereunder (as to which the Trustee
is entitled to rely exclusively on Officers’ Certificates).


 


(ii)         Notwithstanding anything in this Indenture to the contrary, neither the Trustee nor any Agent shall be responsible or liable to any person
for any indirect, special, punitive or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the
Trustee has been informed of the likelihood thereof and regardless of the form of action.


 


Section 7.03.      Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise
deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.
The Trustee is also subject to Sections ‎7.10 and ‎7.11.


 


Section 7.04.      Trustee’s
Disclaimer. The Trustee shall not be responsible and makes no representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible
for any statement in the Securities or in any document issued in connection with the sale of the Securities or in the Securities other
than its certificate of authentication.


 


Section 7.05.      Notice
of Defaults. If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known
to a Trust Officer of the Trustee, the Trustee shall send to each Securityholder of the Securities of that Series and, if any Bearer Securities
are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or Event of Default within 90 days after it occurs
or 30 days after it is known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default or
Event of Default in payment of principal, premium, if any, of or interest on any Security of any Series or in payment of any redemption
obligation, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its Trust Officers in
good faith determines that withholding the notice is in the interests of Securityholders of that Series.


 






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Section 7.06.      Reports
by Trustee to Holders. As promptly as practicable after each May 15 beginning with [____], and in any event prior to July 15 in each
year, the Trustee shall transmit by mail or by electronic transmission to all Securityholders, as their names and addresses appear on
the register kept by the Registrar and, if any Bearer Securities are outstanding, publish in an Authorized Newspaper, a brief report dated
as of May 15, each year if and to the extent required by TIA § 313(a). The Trustee shall also comply with TIA § 313(b) and TIA
§ 313(c).


 


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


 


Section 7.07.      Compensation
and Indemnity. The Company shall pay to the Trustee from time to time such compensation as the Company and the Trustee shall from
time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including
costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee, its
officers, directors, employees and agents, and hold each of them harmless, against any and all loss, liability or expense (including reasonable
attorneys’ fees) incurred by or in connection with the offer and sale of the Securities or the administration of this trust and
the performance of its duties hereunder. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon
obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company of its
indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at
the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company shall pay the fees and
expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified
parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Company
and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability
or expense incurred by an indemnified party through such party’s own willful misconduct and gross negligence.


 


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


 


The Company’s payment obligations pursuant
to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any
bankruptcy law or the resignation or removal of the Trustee.


 


When the Trustee incurs expenses or renders services
after an Event of Default specified in ‎Section 6.01(f) or ‎(g) occurs, the expenses and the compensation for the services are
intended to constitute expenses of administration under any Bankruptcy Law.


 


Section 7.08.      Replacement
of Trustee. The Trustee may resign with respect to the Securities of one or more Series at any time by so notifying the Company. The
Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying
the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee with respect to Securities of one or more Series
if:


 






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


 


(b)          the Trustee is adjudged bankrupt or insolvent;


 


(c)          a receiver or other public officer takes charge of the Trustee or its property; or


 


(d)          the Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns, is removed by the Company
or by the Holders of a majority in principal amount of the Securities of any Series and such Securityholders do not reasonably promptly
appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.


 


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities
for which it is acting as Trustee under this Indenture. The successor Trustee shall send a notice of its succession to each Securityholder
of each such Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper. The
retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for
in ‎Section 7.07.


 


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


 


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


 


Notwithstanding the replacement of the Trustee pursuant
to this Section, the Company’s obligations under ‎Section 7.07 shall continue for the benefit of the retiring Trustee.


 


Section 7.09.      Successor
Trustee by Merger, etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate
trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.


 


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


 


Section 7.10.      Eligibility;
Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined
capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply
with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures
under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements
for such exclusion set forth in TIA § 310(b)(1) are met.


 






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Section 7.11.      Preferential
Collection of Claims against Company. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed
in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.


 


Article
8

Satisfaction and Discharge; Defeasance


 


Section 8.01.      Satisfaction
and Discharge of Indenture. This Indenture, with respect to Securities of any Series (if all Series issued under this Indenture are
not to be effected) shall, upon Company Order, cease to be of further effect (except as hereinafter provided in this ‎Section
8.01), and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging
satisfaction and discharge of this Indenture, when


 


(a)          Either


 


(i)          all Securities of such Series theretofore authenticated and delivered (other than (A) Securities that have been destroyed, lost or stolen
and that have been replaced or paid or (B) Securities for whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Sections ‎2.05
and ‎4.07) have been delivered to the Trustee for cancellation; or


 


(ii)         all such Securities of such Series not theretofore delivered to the Trustee for cancellation:


 


(A)         have become due and payable, or


 


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


 


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


 


(D)         are deemed paid and discharged pursuant to ‎Section 8.03, as applicable;


 


and the Company, in the case of (A), (B) or (C) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the
entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and
interest on, and any mandatory sinking fund payments to the date of such deposit (in the case of Securities of such Series which have
become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;


 


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


 


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


 


Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company to the Trustee under ‎Section 7.07, and, if money shall have been deposited with the
Trustee pursuant to clause ‎(a) of this Section, the provisions of Sections ‎2.04, ‎2.07, ‎2.08, ‎4.07 (last paragraph
only), ‎8.01, ‎8.02 and ‎8.05 shall survive.


 






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Section 8.02.      Application
of Trust Funds; Indemnification. (a) Subject to the provisions of ‎Section 8.05, all money deposited with the Trustee pursuant
to ‎Section 8.01, all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant
to ‎Section 8.03 or ‎8.04, and all money received by the Trustee in respect of U.S. Government Obligations or Foreign
Government Obligations deposited with the Trustee pursuant to ‎Section 8.03 or ‎8.04, 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 if acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking
fund payments or analogous payments as contemplated by Section ‎8.03 or ‎8.04.


 


(b)          The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government
Obligations or Foreign Government Obligations deposited pursuant to Section ‎8.03 or ‎8.04, or the interest and
principal received in respect of such obligations other than any payable by or on behalf of Holders.


 


(c)          The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign Government
Obligations or money held by it as provided in Section ‎8.03 or ‎8.04 which, in the opinion of a nationally recognized
firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or
Foreign Government Obligations or money were deposited or received. This provision shall not authorize the sale by the Trustee of any
U.S. Government Obligations or Foreign Government Obligations held under this Indenture.


 


Section 8.03.      Legal
Defeasance of Securities of any Series. Unless this ‎Section 8.03 is otherwise specified, pursuant to ‎Section
2.02(x), to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness
on all the outstanding Securities of such Series on the 91st day after the date of the deposit referred to in subparagraph ‎(d)
hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect
(and the Trustee, at the expense of the Company, shall, at Company Request, execute such instruments reasonably requested by the Company
acknowledging the same), except as to:


 


(a)          the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph ‎(d) hereof,
(i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on the
Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments
applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this
Indenture and the Securities of such Series;


 


(b)          the provisions of Sections ‎2.04, ‎2.07, ‎2.08, ‎8.02, ‎8.03 and ‎8.05;
and


 


(c)          the rights, powers, trust and immunities of the Trustee hereunder;


 


provided that, the following conditions shall have been satisfied:


 


(d)          the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (i)
in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal
tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign
Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal
in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed
on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, 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 each installment of principal (including mandatory sinking fund or analogous payments) of and interest, if any, on
all the Securities of such Series on the dates such installments of interest or principal are due;


 






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(e)          such deposit will 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;


 


(f)           no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such
deposit or during the period ending on the 91st day after such date;


 


(g)          the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel from a nationally recognized
law firm to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling,
or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not
recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject
to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance
and discharge had not occurred;


 


(h)          the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Company;


 


(i)           such deposit shall not result in the trust arising from such deposit constituting an investment company (as defined in the Investment
Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and


 


(j)           the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the defeasance contemplated by this ‎Section 8.03 have been complied with.


 


Section 8.04.      Covenant
Defeasance. Unless this ‎Section 8.04 is otherwise specified pursuant to ‎Section 2.02(x) to be inapplicable
to Securities of any Series, on and after the date of the deposit referred to in subparagraph ‎(a) hereof, the Company may
omit to comply with any term, provision or condition set forth under Sections ‎4.02, ‎4.04, ‎4.05 and
‎5.01 as well as any additional covenants contained in a supplemental indenture hereto for a particular Series of Securities
or a Board Resolution or an Officers’ Certificate delivered pursuant to ‎Section 2.02(x) (and the failure to comply with
any such covenants shall not constitute a Default or Event of Default under ‎Section 6.01) and the occurrence of any event
described in clause ‎(e) of ‎Section 6.01 shall not constitute a Default or Event of Default hereunder, with respect
to the Securities of such Series, provided that the following conditions shall have been satisfied:


 


(a)          with reference to this ‎Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in
‎Section 8.02(c)) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or
such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the
case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government
Obligations, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and
without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any
payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, to pay principal and interest, if any, on and any mandatory sinking
fund in respect of the Securities of such Series on the dates such installments of interest or principal are due;


 


(b)          such deposit will 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;


 






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(c)          no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such
deposit;


 


(d)          the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized law firm confirming that Holders of
the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and
defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such deposit and defeasance had not occurred;


 


(e)          the Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the
intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Company; and


 


(f)           the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated by this ‎Section 8.04 have been complied with.


 


Section 8.05.      Repayment
to Company. The Trustee and the Paying Agent shall promptly pay to the Company (or its designee) upon Company Order any excess moneys
or U.S. Government Obligations held by them at any time. The provisions of the last paragraph of ‎Section 4.07 shall apply
to any money held by the Trustee or any Paying Agent that remains unclaimed for two years after the Maturity of any Series or Securities
for which money or U.S. Government Obligations have been deposited pursuant to Sections ‎8.03 and ‎8.04.


 


Section 8.06.      Effect
of Subordination Provisions. Unless otherwise expressly established pursuant to ‎Section 2.02 with respect to the Subordinated
Securities of any Series, the provisions of ‎Article 10 hereof, insofar as they pertain to the Subordinated Securities of such
series, and the Subordination Provisions established pursuant to ‎Section 2.02(i) with respect to such Series, are hereby expressly
made subject to the provisions for satisfaction and discharge and defeasance and covenant defeasance set forth in this ‎Article
8 and, anything herein to the contrary notwithstanding, upon the effectiveness of such satisfaction and discharge and defeasance and covenant
defeasance pursuant to this ‎Article 8 with respect to the Securities of such Series, such Securities shall thereupon cease
to be so subordinated and shall no longer be subject to the provisions of ‎Article 10 or the Subordination Provisions established
pursuant to ‎Section 2.02(i) with respect to such series and, without limitation to the foregoing, all moneys, U.S. Government
Obligations and other securities or property deposited with the Trustee (or other qualifying trustee) in trust in connection with such
satisfaction and discharge, defeasance or covenant defeasance, as the case may be, and all proceeds therefrom may be applied to pay the
principal of, premium, if any, on, and mandatory sinking fund payments, if any with respect to the Securities of such Series as and when
the same shall become due and payable notwithstanding the provisions of ‎Article 10 or such Subordination Provisions.


 


Article
9

Amendments and Waivers


 


Section 9.01.      Without
Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without
the consent of any Securityholder:


 


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


 


(b)          to comply with ‎Article 5;


 






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


 


(d)          add a guarantor or permit any Person to guarantee the obligations under any Series of Securities;


 


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


 


(f)           to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture;


 


(g)          to conform to any provision of the “Description of the Notes” section, “Description of Debt Securities” section
or other relevant section describing the terms of the Securities of the applicable prospectus, prospectus supplement, offering circular,
offering memorandum or other relevant offering document;


 


(h)          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;


 


(i)           to provide for uncertificated Securities in addition to or in place of certificated Securities;


 


(j)           to make any change that does not materially adversely affect the rights of any Securityholder; and


 


(k)          to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.


 


Section 9.02.      With
Consent of Holders. The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of
at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including
consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Securityholders of each such Series. Except as provided in ‎Section 6.13, the Holders
of at least a majority in principal amount of the outstanding Securities of each Series affected by such waiver by notice to the Trustee
(including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance
by the Company with any provision of this Indenture or the Securities with respect to such Series.


 


It shall not be necessary for the consent of the
Holders of Securities under this ‎Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but
it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes
effective, the Company shall send to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding,
publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the
Company to send or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such
supplemental indenture or waiver.


 






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Section 9.03.      Limitations.
Without the consent of each Securityholder affected, an amendment or waiver may not:


 


(a)          extend the final maturity of any Security;


 


(b)          reduce the principal amount thereof, or premium thereon, if any;


 


(c)          reduce the rate or extend the time of payment of interest thereon;


 


(d)          reduce any amount payable on redemption thereof;


 


(e)          make the principal thereof (including any amount in respect of original issue discount), or premium thereon, if any, or interest thereon
payable in any coin or currency other than that provided in the Securities or in accordance with the terms thereof;


 


(f)           reduce the amount of the principal of a Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant
to ‎Section 6.02 or the amount thereof provable in bankruptcy pursuant to ‎Section 6.04;


 


(g)          in the case of Subordinated Securities of any series, modify any of the Subordination Provisions or the definition of “Senior
Indebtedness” relating to such series in a manner adverse to the holders of such Subordinated Securities;


 


(h)          alter the provisions of Section ‎11.15 or ‎11.16;


 


(i)           impair or affect the right of any Securityholder to institute suit for the payment thereof when due or, if the Securities provide therefor,
any right of repayment at the option of the Securityholder;


 


(j)           reduce the aforesaid percentage of Securities of any Series, the consent of the Holders of which 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


 


(k)          modify any provision of this ‎Section 9.03.


 


Section 9.04.      Compliance
with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental
indenture hereto that complies with the TIA as then in effect.


 


Section 9.05.      Revocation
and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may
revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment
or waiver becomes effective.


 


Any amendment or waiver once effective shall bind
every Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses ‎(a)
through ‎(g) of ‎Section 9.03. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to
it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.


 


The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons
continue to be Securityholders after such record date.


 






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Section 9.06.      Notation
on or Exchange of Securities. The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series
thereafter authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate upon written
request new Securities of that Series that reflect the amendment or waiver.


 


Section 9.07.      Trustee
Protected. 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 ‎Section
7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except that
the Trustee need not sign any supplemental indenture that adversely affects its rights.


 


Article
10

Subordination of Securities


 


Section 10.01.    Agreement to
Subordinate. The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Subordinated Securities
of any Series by his acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any) and
interest, if any, on, and mandatory sinking fund payments, if any, in respect of each and all of the Subordinated Securities of such series
shall be expressly subordinated, to the extent and in the manner provided in the Subordination Provisions established with respect to
the Subordinated Securities of such Series pursuant to ‎Section 2.02(i) hereof, in right of payment to the prior payment in
full of all Senior Debt with respect to such Series.


 


Article
11

Miscellaneous


 


Section 11.01.    Trust Indenture
Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed
to be included in this Indenture by the TIA, such required or deemed provision shall control.


 


Section 11.02.    Notices.
Any notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in person, mailed by
first-class mail or delivered by electronic transmission:


 


if to the Company:


 


SOPHiA GENETICS SA

Rue du Centre 172

CH-1025 Saint-Sulpice

Switzerland

Attention: Chief Legal Officer


 


if to the Trustee:


 


[___]


 


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


 






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Any notice or communication to a Securityholder
shall be provided by electronic transmission or by first-class mail to his address shown on the register kept by the Registrar and, if
any Bearer Securities are outstanding, published in an Authorized Newspaper. Failure to provide a notice or communication to a Securityholder
of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of that or any other Series.


 


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


 


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


 


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


 


Notwithstanding anything in this Indenture to the
contrary, wherever notice is to be given to Securityholders of Registered Global Securities, it shall be sufficient if such notice is
given in accordance with the procedures of the Depositary.


 


Section 11.03.    Communication
by Holders with Other Holders. Securityholders of any Series may communicate pursuant to TIA § 312(b) with other Securityholders
of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The
Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).


 


Section 11.04.    Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking
any action under this Indenture, the Company shall furnish to the Trustee:


 


(a)          an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and


 


(b)          an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


Section 11.05.    Statements Required
in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this
Indenture shall include:


 


(a)          a statement that the person making such certificate or opinion has read such covenant or condition;


 


(b)          a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


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


 


(d)          a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


 


Section 11.06.    Rules by Trustee
and Agents. The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may
make reasonable rules and set reasonable requirements for its functions.


 






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Section 11.07.    Legal Holidays.
Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture for a particular Series, a “Legal
Holiday” is a Saturday, Sunday or a day on which banking institutions in the city (or in any of the cities, if more than one)
in which amounts are payable, as specified in the form of such Security, are not required by any applicable law or regulation to be open.
If a payment date for the payment of principal or interest on any Security falls on a Legal Holiday, such payment shall be made on the
next succeeding Business Day, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the
record date shall not be affected.


 


Section 11.08.    No Recourse
Against Others. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or
because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future
stockholder, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor,
under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding
or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons, if any, appertaining
thereto by the Holders thereof and as part of the consideration for the issue of the Securities and the coupons, if any, appertaining
thereto.


 


Section 11.09.    Counterparts.
This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


Section 11.10.    Governing Laws;
Submission to Jurisdiction; Waiver of Jury Trial. THIS INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS
OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 


The Company submits to the non-exclusive jurisdiction
of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of
or relating to this Indenture or the Securities. The Company irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim
that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 11.11.    No Adverse Interpretation
of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary.
Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 11.12.    Successors.
All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture
shall bind its successor.


 


Section 11.13.    Severability.
In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 11.14.    Table of Contents,
Headings, Etc. The Table of Contents, Cross Reference Table, and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.


 






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Section 11.15.    Securities in
a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate
delivered pursuant to ‎Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes
of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all
Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any
Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which shall
be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount
at the Market Exchange Rate at such time. For purposes of this ‎Section 11.15, “Market Exchange Rate” shall
mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New
York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion
and without liability on its part, such quotation of the Federal Reserve Bank of New York or quotations from one or more major banks in
The City of New York or in the country of issue of the currency in question. The provisions of this paragraph shall apply in determining
the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any
action taken by Holders of Securities pursuant to the terms of this Indenture.


 


All decisions and determinations of the Trustee
regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon
the Company and all Holders.


 


Section 11.16.    Judgment Currency.
The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the principal of or interest or other amount on the Securities
of any Series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered,
unless such day is not a New York Banking Day, then, the rate of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking
Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in
the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency
the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable,
and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing,
“New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York on which
banking institutions are authorized or required by law, regulation or executive order to close.


 


Section 11.17.    Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by a specified percentage in principal amount of the Securityholders of any or all Series may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such specified percentage of Securityholders in person or by agent duly appointed
in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “ACT” of the Holders
signing such instrument or instruments and so voting at any such meeting. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections ‎7.01 and ‎7.02) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this ‎Section 11.17.


 






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(b)          Subject to Sections ‎7.01 and ‎7.02, the execution of any instrument by a Securityholder or his agent or proxy may
be proved in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory
to the Trustee. The holding of Registered Securities shall be proved by the Security register or by a certificate of the registrar thereof.


 


(c)          The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the person in whose name any Security shall be
registered upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue
and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and neither the Company nor
the Trustee nor any agent of the Company or the Trustee shall be affected by any notice to the contrary. The Company, the Trustee and
any agent of the Company or the Trustee may treat the Holder of any Bearer Security as the absolute owner of such Bearer Security (whether
or not such Bearer Security shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes,
and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be affected by any notice to the contrary. All
such payments so made to any such person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual
to satisfy and discharge the liability for moneys payable upon any such Bearer Security. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any Agent from giving effect to any written certification, proxy or other authorization furnished
by the Depositary or impair, as between the Depositary and its members, the operation of customary practices governing the exercise of
the rights of a holder of a beneficial interest in any Registered Global Security.


 


(d)          At any time prior to (but not after) the evidencing to the Trustee, as provided in this ‎Section 11.17, of the taking of any
action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified
in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporate
Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid,
any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners
of such Security and of any Securities issued in exchange or substitution therefor or on registration of transfer thereof, irrespective
of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with
such action shall be conclusively binding upon the Company, the Trustee and the Holders of all the Securities affected by such action.


 


Section 11.18.    Force Majeure.
In no event shall the Trustee or any Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee and
such Agent shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


 


Article
12

Sinking Funds


 


Section 12.01.    Applicability
of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series,
except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture.


 


The minimum amount of any sinking fund payment provided
for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking fund payment” and any other
amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.”
If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided
in ‎Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the
terms of the Securities of such Series.


 






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Section 12.02.    Satisfaction
of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of any Series to be made pursuant to the terms of such Securities (a) deliver outstanding Securities of such Series
to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption)
and (b) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been redeemed either
at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through
the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided
that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officers’
Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities
for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery
or credit of Securities in lieu of cash payments pursuant to this ‎Section 12.02, the principal amount of Securities of such
Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities
of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by
the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying
Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the
Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having
an unpaid principal amount equal to the cash payment required to be released to the Company.


 


Section 12.03.    Redemption of
Securities for Sinking Fund. Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture hereto
or Officers’ Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date for any Series
of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory
sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment
of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to
‎Section 12.02, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the
Board Resolution, Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities) before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified
in ‎Section 3.02 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in
the manner provided in ‎Section 3.03. Such notice having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections ‎3.04, ‎3.05 and ‎3.06.


 




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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.


 


	 	
    SOPHiA GENETICS SA

	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 


	 	
    [___], as Trustee

	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title: