Exhibit 4.2


 


PROTAGONIST THERAPEUTICS, INC.,


 


Issuer


 


AND


 


[TRUSTEE],


 


Trustee


 


INDENTURE


 


Dated as of [●], 202[●]


 


Senior Debt Securities


 






    	 	 	 



     


    

 


INDENTURE


 


INDENTURE, dated as of [●], 202 , among PROTAGONIST
THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):


 


WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as
the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series
as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;


 


WHEREAS, to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered, the Company has duly authorized the execution of this Indenture; and


 


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


 


NOW, THEREFORE, in consideration of the premises and the purchase
of the Securities by the holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the holders
of Securities:


 


ARTICLE 1


DEFINITIONS


 


Section 1.01 Definitions of Terms.


 


The terms defined in this Section (except as in this Indenture
or any indenture supplemental hereto otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture
and of any indenture supplemental hereto shall have the respective meanings specified in this Section and shall include the plural
as well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended, or that
are by reference in such Act defined in the Securities Act of 1933, as amended (except as herein or any indenture supplemental hereto
otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture
Act and in said Securities Act as in force at the date of the execution of this instrument.


 


“Authenticating Agent” means an authenticating agent
with respect to all or any of the series of Securities appointed by the Trustee pursuant to Section 2.10.


 


“Bankruptcy Law” means Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors.


 


“Board of Directors” means the Board of Directors
(or the functional equivalent thereof) of the Company or any duly authorized committee of such Board.


 


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


 


“Business Day” means, with respect to any series
of Securities, any day other than a day on which federal or state banking institutions in the Borough of Manhattan, the City of New York,
or at a place of payment, are authorized or obligated by law, executive order or regulation to close.


 


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


 






    	 	 	 



     


    

 


“Company” means Protagonist Therapeutics, Inc.,
a corporation duly organized and existing under the laws of the State of Delaware, and, subject to the provisions of Article 10,
shall also include its successors and assigns.


 


“Company Order” means a written order of the Company,
signed by an Officer of the Company, and delivered to the Trustee.


 


“Corporate Trust Office” means the office of the
Trustee at which, at any particular time, its corporate trust business shall be administered, which office at the date hereof is located
at .


 


“Custodian” means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.


 


“Defaulted Interest” has the meaning set forth in
Section 2.03.


 


“Depositary” means, with respect to Securities of
any series for which the Company shall determine that such Securities will be issued as a Global Security, The Depository Trust Company,
another clearing agency, or any successor registered as a clearing agency under the Exchange Act, or other applicable statute or regulation,
which, in each case, shall be designated by the Company pursuant to either Section 2.01 or 2.11.


 


“Event of Default” means, with respect to Securities
of a particular series, any event specified in Section 6.01, continued for the period of time, if any, therein designated.


 


“Exchange Act” means the United States Securities
and Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder.


 


“Global Security” means a Security issued to evidence
all or a part of any series of Securities which is executed by the Company and authenticated and delivered by the Trustee to the Depositary
or pursuant to the Depositary’s instruction, all in accordance with the Indenture, which shall be registered in the name of the
Depositary or its nominee.


 


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


 


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


 


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into in accordance
with the terms hereof and shall include the terms of particular series of Securities established as contemplated by Section 2.01.


 


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


 






    	 	 	 



     


    

 


“Officer” means, with respect to the Company, the
Chairman of the Board of Directors, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, any
Executive Vice President, any Senior Vice President, any Vice President, the Treasurer or any Assistant Treasurer, the Controller or any
Assistant Controller or the Secretary or any Assistant Secretary.


 


“Officer’s Certificate” means a certificate
signed by any Officer. Each such certificate shall include the statements provided for in Section 13.07, if and to the extent
required by the provisions thereof.


 


“Opinion of Counsel” means an opinion in writing
subject to customary exceptions of legal counsel, who may be an employee of or counsel for the Company, that is delivered to the Trustee
in accordance with the terms hereof. Each such opinion shall include the statements provided for in Section 13.07, if and
to the extent required by the provisions thereof.


 


“Outstanding”, when used with reference to Securities
of any series, means, subject to the provisions of Section 8.04, as of any particular time, all Securities of that series
theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretofore canceled by the Trustee
or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that have previously been canceled; (b) Securities
or portions thereof for the payment or redemption of which moneys or Governmental Obligations in the necessary amount shall have been
deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust
by the Company (if the Company shall act as its own paying agent); provided, however, that if such Securities or portions
of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article 3,
or provision satisfactory to the Trustee shall have been made for giving such notice; and (c) Securities in lieu of or in substitution
for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.07.


 


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


 


“Predecessor Security” of any particular Security
means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen
Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.


 


“Responsible Officer” when used with respect to
the Trustee means any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar
to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter relating
to this Indenture is referred because of such person’s knowledge of and familiarity with the particular subject and, in each case,
who shall have direct responsibility for the administration of this Indenture (which, for the avoidance of doubt, includes without limitation
any supplemental indenture hereto).


 


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


 


“Securityholder”, “holder”, “registered
holder”, or other similar term, means the Person or Persons in whose name or names a particular Security is registered on the
Security Register kept for that purpose in accordance with the terms of this Indenture.


 


“Security Register” and “Security Registrar”
shall have the meanings as set forth in Section 2.05.


 


“Subsidiary” means, with respect to any Person:


 


(1) any corporation or company a majority of whose capital stock
with voting power, under ordinary circumstances, to elect directors is, at the date of determination, directly or indirectly, owned by
such Person (a “subsidiary”), by one or more subsidiaries of such Person or by such Person and one or more subsidiaries
of such Person;


 






    	 	 	 



     


    

 


(2) a partnership in which such Person or a subsidiary of such
Person is, at the date of determination, a general partner of such partnership; or


 


(3) any partnership, limited liability company or other Person
in which such Person, a subsidiary of such Person or such Person and one or more subsidiaries of such Person, directly or indirectly,
at the date of determination, have (x) at least a majority ownership interest or (y) the power to elect or appoint or direct
the election or appointment of the managing partner or member of such Person or, if applicable, a majority of the directors or other governing
body of such Person.


 


“Trustee” means , and, subject to the provisions
of Article 7, shall also include its successors and assigns, and, if at any time there is more than one Person acting in such
capacity hereunder, “Trustee” shall mean each such Person. The term “Trustee” as used with respect to a particular
series of the Securities shall mean the trustee with respect to that series.


 


“Trust Indenture Act” means the Trust Indenture
Act of 1939, as amended and in effect from time to time.


 


“U.S. dollar” or “$” means the
lawful currency of the United States of America.


 


ARTICLE 2


ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION
AND EXCHANGE OF SECURITIES


 


Section 2.01 Designation and Terms of Securities.


 


(a) 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 up to the aggregate principal amount
of Securities of that series from time to time authorized by or pursuant to a Board Resolution or pursuant to one or more indentures supplemental
hereto. Prior to the initial issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution, and
set forth in an Officer’s Certificate or established in one or more indentures supplemental hereto:


 


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


 


(2) any limit upon the aggregate principal amount of the Securities
of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of that series);


 


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


 


(4) if the price (expressed as a percentage of the aggregate principal
amount thereof) at which such Securities will be issued is a price other than the principal amount thereof, the portion of the principal
amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount
of such Securities that is convertible into another security or the method by which any such portion shall be determined;


 


(5) the rate or rates at which the Securities of the series shall
bear interest or the manner of calculation of such rate or rates, if any;


 


(6) the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of determination of such Interest Payment Dates, the place(s) of
payment, and the record date for the determination of holders to whom interest is payable on any such Interest Payment Dates or the manner
of determination of such record dates;


 


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


 


(8) the period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the series may be redeemed, converted or exchanged, in whole or in part;


 


(9) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund, mandatory redemption, or analogous provisions (including payments made in cash
in satisfaction of future sinking fund obligations) or at the option of a holder thereof and the period or periods within which, the price
or prices at which, and the terms and conditions upon which, Securities of the series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;


 






    	 	 	 



     


    

 


(10) the form of the Securities of the series including the form
of the Certificate of Authentication for such series;


 


(11) if other than minimum denominations of one thousand U.S. dollars
($1,000) or any integral multiple of $1,000 thereof, the denominations in which the Securities of the series shall be issuable;


 


(12) any and all other terms (including terms, to the extent applicable,
relating to any auction or remarketing of the Securities of that series and any security for the obligations of the Company with respect
to such Securities) with respect to such series (which terms shall not be inconsistent with the terms of this Indenture, as amended by
any supplemental indenture) including any terms which may be required by or advisable under United States laws or regulations or advisable
in connection with the marketing of Securities of that series;


 


(13) whether the Securities of the series shall be issued in whole
or in part in the form of a Global Security or Securities; the terms and conditions, if any, upon which such Global Security or Securities
may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Securities;


 


(14) whether the Securities will be convertible into or exchangeable
for shares of common stock, preferred stock or other securities of the Company or any other Person and, if so, the terms and conditions
upon which such Securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it
will be calculated and may be adjusted, any mandatory or optional (at the Company’s option or the holders’ option) conversion
or exchange features, and the applicable conversion or exchange period;


 


(15) if other than the full principal amount thereof, the portion of
the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant
to Section 6.01;


 


(16) any additional or alternative Events of Default;


 


(17) additional or alternative covenants (which may include, among
other restrictions, restrictions on the Company’s ability or the ability of the Company’s Subsidiaries to: incur additional
indebtedness; issue additional securities; create liens; pay dividends or make distributions in respect of the capital stock of the Company
or the Company’s Subsidiaries; redeem capital stock; place restrictions on the Company’s Subsidiaries’ ability to pay
dividends, make distributions or transfer assets; make investments or other restricted payments; sell or otherwise dispose of assets;
enter into sale-leaseback transactions; engage in transactions with stockholders or affiliates; issue or sell stock of the Company’s
Subsidiaries; or effect a consolidation or merger) or financial covenants (which may include, among other financial covenants, financial
covenants that require the Company and its Subsidiaries to maintain specified interest coverage, fixed charge, cash flow-based, asset-based
or other financial ratios) provided for with respect to the Securities of the series;


 


(18) the currency or currencies, including composite currencies, in
which payment of the principal of (and premium, if any) and interest, if any, on such Securities shall be payable (if other than the currency
of the United States of America), which unless otherwise specified shall be the currency of the United States of America as at the time
of payment is legal tender for payment of public or private debts;


 


(19) if the principal of (and premium, if any) or interest, if any,
on such Securities is to be payable, at the election of the Company or any holder thereof, in a coin or currency other than that in which
such Securities are stated to be payable, then the period or periods within which, and the terms and conditions upon which, such election
may be made;


 


(20) whether interest will be payable in cash or additional Securities
at the Company’s or the Securityholders’ option and the terms and conditions upon which the election may be made;


 


(21) the terms and conditions, if any, upon which the Company shall
pay amounts in addition to the stated interest, premium, if any and principal amounts of the Securities of the series to any Securityholder
that is not a “United States person” for federal tax purposes;


 


(22) additional or alternative provisions, if any, related to defeasance
and discharge of the offered Securities;


 


(23) the applicability of any guarantees;


 






    	 	 	 



     


    

 


(24) any restrictions on transfer, sale or assignment of the Securities
of the series; and


 


(25) any other terms of the series.


 


All Securities of any one series shall be substantially identical except
as may otherwise be provided in or pursuant to any such Board Resolution or in any indentures supplemental hereto.


 


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


 


Securities of any particular series may be issued at various times,
with different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different
methods by which rates of interest may be determined, with different dates on which such interest may be payable and with different redemption
dates.


 


Section 2.02 Form of Securities and Trustee’s Certificate.


 


The Securities of any series and the Trustee’s certificate of
authentication to be borne by such Securities shall be substantially of the tenor and purport as set forth in one or more indentures supplemental
hereto or as provided in a Board Resolution, and set forth in an Officer’s Certificate, and they may have such letters, numbers
or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which Securities
of that series may be listed, or to conform to usage.


 


Section 2.03 Denominations: Provisions for Payment.


 


The Securities shall be issuable as registered Securities and in the
minimum denominations of one thousand U.S. dollars ($1,000) or any integral multiple of $1,000 thereof, subject to Section 2.01(a)(11).
The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series.
Subject to Section 2.01(a)(18), the principal of and the interest on the Securities of any series, as well as any premium
thereon in case of redemption thereof prior to maturity, shall be payable in the coin or currency of the United States of America that
at the time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose. Each Security
shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed of
twelve 30-day months.


 


The interest installment on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security
(or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment.
In the event that any Security of a particular series or portion thereof is called for redemption and the redemption date is subsequent
to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security
will be paid upon presentation and surrender of such Security as provided in Section 3.03.


 






     


     


    

 


Any interest on any Security that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such holder;
and such Defaulted Interest shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below:


 


(1) The Company may elect to make payment of any Defaulted Interest
on Securities to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of
business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner: the Company
shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the
proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Interest
which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee in writing of such special record
date and in such notice, instruct the Trustee to send such notice to holders, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the special record date therefor to be sent electronically or mailed, first
class postage prepaid, to each Securityholder at his or her address as it appears in the Security Register (as hereinafter defined), not
less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record
date therefor having been sent as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered on such special record date.


 


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


 


Unless otherwise set forth in a Board Resolution or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term “regular
record date” as used in this Section with respect to a series of Securities and any Interest Payment Date for such series shall
mean either (i) the fifteenth day of the month immediately preceding the month in which an Interest Payment Date established for
such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month, or (ii) the
first day of the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall
occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is a Business Day.


 


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


 


Section 2.04 Execution and Authentications.


 


The Securities shall be signed on behalf of the Company by one of its
Officers. Signatures may be in the form of a manual or facsimile signature.


 


The Company may use the facsimile signature of any Person who shall
have been an Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such
Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required
by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee.


 


A Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated
has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and
from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, signed
by an Officer, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities.


 


In authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall receive, and (subject to Section 7.01) shall be fully
protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the form and terms thereof
have been established in conformity with the provisions of this Indenture, that all conditions precedent in connection with the issuance,
authentication and delivery of such Securities have been met and that such Securities are legal, valid and binding obligations against
the Company, enforceable against it in accordance with its terms, subject to customary exceptions and qualifications.


 






    	 	 	 



     


    

 


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


 


Section 2.05 Registration of Transfer and Exchange.


 


(a) Securities of any series may be exchanged upon presentation
thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations,
and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation
thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the
Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding.


 


(b) The Company shall keep, or cause to be kept, at its office
or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities
as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the
purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the
 “Security Registrar”).


 


Upon surrender for transfer of any Security at the office or agency
of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall
deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like
aggregate principal amount.


 


All Securities presented or surrendered for exchange or registration
of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written
instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered
holder or by such holder’s duly authorized attorney in writing.


 


(c) Except as provided pursuant to Section 2.01 pursuant
to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this
Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case
of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge
in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04
not involving any transfer.


 


(d) The Company shall not be required (i) to issue, exchange
or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing
of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day
of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption,
other than the unredeemed portion of any such Securities being redeemed in part. The provisions of this Section 2.05 are,
with respect to any Global Security, subject to Section 2.11 hereof.


 


The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Security (including any transfers between or among depositary participants or beneficial owners of interests
in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required
by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.


 


Neither the Trustee nor any Agent shall have any responsibility or
liability for any actions taken or not taken by the Depositary.


 






    	 	 	 



     


    

 


Section 2.06 Temporary Securities.


 


Pending the preparation of definitive Securities of any series, the
Company may execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, temporary Securities (printed,
lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary Securities,
all as may be determined by the Company. Every temporary Security of any series shall be executed by the Company and be authenticated
by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities of such
series. Without unnecessary delay the Company will execute and will furnish definitive Securities of such series and thereupon any or
all temporary Securities of such series may be surrendered in exchange therefor (without charge to the holders), at the office or agency
of the Company designated for the purpose, and the Trustee shall, upon receipt of a Company Order, authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of such series, unless
the Company advises the Trustee to the effect that definitive Securities need not be executed and furnished until further notice from
the Company. Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series authenticated and delivered hereunder.


 


Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities.


 


In case any temporary or definitive Security shall become mutilated
or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute, and upon receipt of a Company Order
the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed,
lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish
to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant’s Security and
of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon receipt of a Company Order.
Upon the issuance of any substituted Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


In case any Security that has or is about to become due and payable,
whether upon maturity of the Securities of a series or upon declaration or otherwise shall become mutilated or be destroyed, lost or stolen,
the Company may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except
in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity
as they may require to save them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and
the Trustee of the destruction, loss or theft of such Security and of the ownership thereof.


 


Every replacement Security issued pursuant to the provisions of this
Section shall constitute an additional contractual obligation of the Company whether or not the mutilated, destroyed, lost or stolen
Security shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of the same series duly issued hereunder. All Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities, and shall preclude (to the extent lawful) any and all other rights or remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities
without their surrender.


 


Section 2.08 Cancellation.


 


All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or any paying agent, be delivered to the Trustee for cancellation,
or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu thereof except as expressly required
or permitted by any of the provisions of this Indenture. On written request of the Company at the time of such surrender, the Trustee
shall deliver to the Company evidence of cancellation for such canceled Securities held by the Trustee. The Trustee shall cancel and dispose
of canceled Securities in accordance with its standard procedures. If the Company shall otherwise acquire any of the Securities, however,
such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation.


 






    	 	 	 



     


    

 


Section 2.09 Benefits of Indenture.


 


Nothing in this Indenture or in the Securities, express or implied,
shall give or be construed to give to any Person, other than the parties hereto and the holders of the Securities any legal or equitable
right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all such
covenants, conditions and provisions being for the sole benefit of the parties hereto and of the holders of the Securities.


 


Section 2.10 Authenticating Agent.


 


So long as any of the Securities of any series remain Outstanding there
may be an Authenticating Agent for any or all such series of Securities which the Trustee shall have the right to appoint. Said Authenticating
Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, transfer or
partial redemption thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Securities
by the Trustee shall be deemed to include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined
by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state
authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately.


 


Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency
of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation,
termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent
acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.


 


Section 2.11 Global Securities.


 


(a) If the Company shall establish pursuant to Section 2.01
that the Securities of a particular series are to be issued as a Global Security, then the Company shall execute and the Trustee shall,
in accordance with Section 2.04, authenticate and deliver, a Global Security that (i) shall represent, and shall be denominated
in an amount equal to the aggregate principal amount of, all of the Outstanding Securities of such series, (ii) shall be registered
in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or held by it, pursuant to
the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Except as otherwise
provided in Section 2.11 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee
of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.”


 


(b) Notwithstanding the provisions of Section 2.05,
the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05, only
to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company
or to a nominee of such successor Depositary.


 






    	 	 	 



     


    

 


(c) If at any time the Depositary for a series of the Securities
notifies the Company that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such
series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor
Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, or if an Event of Default has occurred and is continuing and the Company has received a request from the
Depositary or from the Trustee, this Section 2.11 shall no longer be applicable to the Securities of such series and the Company
will execute, and subject to Section 2.04, the Trustee will authenticate and deliver the Securities of such series in definitive
registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the
Global Security of such series in exchange for such Global Security. In addition, the Company may at any time determine that the Securities
of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.11 shall no longer
apply to the Securities of such series. In such event the Company will execute and, subject to Section 2.04, the Trustee,
upon receipt of an Officer’s Certificate and a Company Order evidencing such determination by the Company, will authenticate and
deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security
shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to
this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant
to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver
such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.


 


ARTICLE 3


REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


 


Section 3.01 Redemption.


 


The Company may redeem the Securities of any series issued hereunder
on and after the dates and in accordance with the terms established for such series pursuant to Section 2.01 hereof.


 


Section 3.02 Notice of Redemption.


 


(a) In case the Company shall desire to exercise such right to
redeem all or, as the case may be, a portion of the Securities of any series in accordance with any right the Company reserved for itself
to do so pursuant to Section 2.01 hereof, the Company shall, or shall cause the Trustee (upon 5 Business Days written notice,
unless a shorter period shall be satisfactory to the Trustee) to, give notice of such redemption to holders of the Securities of such
series to be redeemed by mailing, electronically or by first class postage prepaid mail, a notice of such redemption not less than 15
days and not more than 90 days, except that redemption notices may be sent more than 90 days prior to the redemption date if the notice
is issued in connection with a defeasance of the Securities or a satisfaction and discharge, before the date fixed for redemption of that
series to such holders (with a copy to the Trustee) at their last addresses as they shall appear upon the Security Register, unless a
shorter period is specified in the Securities to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice
to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption
of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with any such restriction.


 


Each such notice of redemption shall specify the date fixed for redemption,
if applicable, any record date with respect to such redemption and the redemption price at which Securities of that series are to be redeemed,
and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company,
upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in
said notice, that from and after said date interest will cease to accrue and that the redemption is from a sinking fund, if such is the
case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed
in part shall specify the particular Securities to be so redeemed.


 






    	 	 	 



     


    

 


In case any Security is to be redeemed in part only, the notice that
relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the
redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed
portion thereof will be issued.


 


(b) If less than all the Securities of a series are to be redeemed,
the Company shall give the Trustee at least 20 days’ notice (unless a shorter notice shall be satisfactory to the Trustee) in advance
of the date fixed for redemption as to the aggregate principal amount of Securities of the series to be redeemed, and thereupon the Trustee
shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion (and subject to the applicable procedures
of the Depositary) and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or any
integral multiple thereof) of the principal amount of such Securities of a denomination larger than $1,000, the Securities to be redeemed
and shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, in whole or in part. The
Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Officer, instruct the Trustee or
any paying agent to call all or any part of the Securities of a particular series for redemption and to send notice of redemption in the
manner set forth in this Section, such notice to be in the name and at the expense of the Company. In any case in which notice of redemption
is to be sent by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with,
the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions
of this Section.


 


Section 3.03 Payment Upon Redemption.


 


(a) If the giving of notice of redemption shall have been completed
as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and
payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date
fixed for redemption and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption,
unless the Company shall default in the payment of such redemption price and accrued interest with respect to any such Security or portion
thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified
in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued
thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable
on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03).


 


(b) Upon presentation of any physical Security of such series
that is to be redeemed in part only, the Company shall execute and the Trustee shall authenticate and the office or agency where the Security
is presented shall deliver to the holder thereof, at the expense of the Company, a new Security of the same series of authorized denominations
in principal amount equal to the unredeemed portion of the Security so presented.


 


Section 3.04 Sinking Fund.


 


The provisions of Sections 3.04, 3.05 and 3.06
shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by
Section 2.01 for Securities of such series.


 


The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”.
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 3.05. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.


 


Section 3.05 Satisfaction of Sinking Fund Payments with Securities.


 


The Company (i) may deliver Outstanding Securities of a series
and (ii) may apply as a credit Securities of a series that have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities,
in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to
be made pursuant to the terms of such Securities as provided for by the terms of such series, provided that such Securities have
not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the redemption 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.


 






    	 	 	 



     


    

 


Section 3.06 Redemption of Securities for Sinking Fund.


 


Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee an Officer’s
Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of the series, the portion
thereof, if any, that is to be satisfied by delivering and crediting Securities of that series pursuant to Section 3.05 and
the basis for such credit and will, together with such Officer’s Certificate, deliver to the Trustee any Securities to be so delivered.
Not less than 30 days 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 3.02. Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in Section 3.03.


 


ARTICLE 4


COVENANTS


 


Section 4.01 Payment of Principal, Premium and Interest.


 


The Company will duly and punctually pay or cause to be paid the principal
of (and premium, if any) and interest on the Securities of that series at the time and place and in the manner provided herein and established
with respect to such Securities. Payments of principal on the physical Securities may be made at the time provided herein and established
with respect to such Securities by U.S. dollar check drawn on and mailed to the address of the Securityholder entitled thereto as such
address shall appear in the Security Register, or U.S. dollar wire transfer to, a U.S. dollar account if such Securityholder shall have
furnished wire instructions to the Trustee no later than 15 days prior to the relevant payment date. Payments of interest on the Securities
may be made at the time provided herein and established with respect to such Securities by U.S. dollar check mailed to the address of
the Securityholder entitled thereto as such address shall appear in the Security Register, or U.S. dollar wire transfer to an account
in the United States if such Securityholder shall have furnished wire instructions in writing to the Security Registrar and the Trustee
no later than 15 days prior to the relevant payment date.


 


Section 4.02 Maintenance of Office or Agency.


 


So long as any series of the Securities remain Outstanding, the Company
agrees to maintain an office or agency with respect to each such series and at such other location or locations as may be designated as
provided in this Section 4.02, where (i) Securities of that series may be presented for payment, (ii) Securities
of that series may be presented as herein above authorized for registration of transfer and exchange, and (iii) notices in respect
of the Securities of that series and this Indenture may be given or made, such designation to continue with respect to such office or
agency until the Company shall, by written notice in an Officer’s Certificate and delivered to the Trustee, designate some other
office or agency for such purposes or any of them. 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 and notices may be made at the Corporate Trust Office
of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations and notices; provided, however,
the Trustee shall not be considered an agent of the Company for service of process.


 


Section 4.03 Paying Agents.


 


(a) If the Company shall appoint one or more paying agents for
all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:


 







(1) that it will hold all sums held by it as such agent for the
payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it
by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto;


 






    	 	 	 



     


    

 


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


 


(3) that it will, at any time during the continuance of any failure
referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such paying agent;


 


(4) that upon any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, the Trustee will automatically be
the Paying Agent; and


 


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


 


(b) If the Company shall act as its own paying agent with respect
to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities
of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal
(and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such
Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior
to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent
a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum 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 will promptly
notify the Trustee of this action or failure so to act.


 


(c) Notwithstanding anything in this Section to the contrary,
(i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05,
and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or 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 terms and conditions as those upon which such sums were held by the Company or such paying agent;
and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all
further liability with respect to such money.


 


(d) The Company initially appoints the Trustee at its Corporate
Trust Office as its paying agent with respect to the Securities.


 


Section 4.04 Appointment to Fill Vacancy in Office of Trustee.


 


The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee
hereunder.


 


Section 4.05 Compliance with Consolidation Provisions.


 


The Company will not, while any of the Securities remain Outstanding,
consolidate with or merge into any other Person, in either case where the Company is not the survivor of such transaction, or sell or
convey all or substantially all of its property to any other Person unless the provisions of Article 10 hereof are complied
with.


 






    	 	 	 



     


    

 


ARTICLE 5


SECURITYHOLDERS’ LISTS AND REPORTS BY
THE COMPANY AND THE TRUSTEE


 


Section 5.01 Company to Furnish Trustee Names
and Addresses of Securityholders.


 


The Company will furnish or cause to be furnished to the Trustee (a) within
5 days after each regular record date (as defined in Section 2.03) a list, in such form as the Trustee may reasonably require,
of the names and addresses of the holders of each series of Securities as of such regular record date, provided that the Company
shall not be obligated to furnish or cause to be furnished such list at any time that the list shall not differ in any respect from the
most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in writing within
30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior
to the time such list is furnished; provided, however, that, in either case, no such list need be furnished for any series
for which the Trustee shall be the Security Registrar.


 


Section 5.02 Preservation Of Information; Communications
With Securityholders.


 


(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of Securities contained in the most recent list furnished to
it as provided in Section 5.01 and as to the names and addresses of holders of Securities received by the Trustee in its capacity
as Security Registrar (if acting in such capacity).


 


(b) The Trustee may destroy any list furnished to it as provided
in Section 5.01 upon receipt of a new list so furnished.


 


(c) Securityholders may communicate as provided in Section 312(b) of
the Trust Indenture Act with other Securityholders with respect to their rights under this Indenture or under the Securities, and, in
connection with any such communications, the Trustee shall satisfy its obligations under Section 312(b) of the Trust Indenture
Act in accordance with the provisions of Section 312(b) of the Trust Indenture Act.


 


Section 5.03 Reports by the Company.


 


(a) The Company covenants and agrees to provide (which delivery
may be via electronic mail) to the Trustee within 30 days, after the Company files the same with the Commission, 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 Commission may
from time to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee
any materials for which the Company has sought and received confidential treatment by the Commission; and provided further, that
so long as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System
(EDGAR), or Interactive Data Electronic Applications (IDEA), or any successor system, such filings shall be deemed to have been filed
with the Trustee for purposes hereof without any further action required by the Company; provided that an electronic link to such
filing, together with an electronic notice of such filing have been sent to the Trustee it being understood that the Trustee shall have
no responsibility to determine whether such filings have been made. For the avoidance of doubt, a failure by the Company to file annual
reports, information and other reports with the Commission within the time period prescribed thereof by the Commission shall not be deemed
a breach of this Section 5.03.


 


(b) Delivery of reports, information and documents to the Trustee
under Section 5.03 is for informational purposes only and the information and the Trustee’s receipt of the foregoing
shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including
the Company’s compliance with any of their covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s
Certificate).


 


Section 5.04 Reports by the Trustee.


 


(a) If required by Section 313(a) of the Trust Indenture
Act, the Trustee, within sixty (60) days after each May 15, commencing the calendar year after the year in which the first Securities
are issued hereunder, shall transmit by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of such May 15, which complies with Section 313(a) of the Trust Indenture
Act.


 


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


 


(c) A copy of each such report shall, at the time of such transmission
to Securityholders, be filed by the Trustee with the Company, with each securities exchange upon which any Securities are listed (if so
listed) and also with the Commission. The Company agrees to notify the Trustee in writing when any Securities become listed on any securities
exchange or of any delisting thereof.


 






    	 	 	 



     


    

 


ARTICLE 6


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT


 


Section 6.01 Events of Default.


 


(a) Whenever used herein with respect to Securities of a particular
series, “Event of Default” means any one or more of the following events that has occurred and is continuing:


 


(1) the Company defaults in the payment of any installment of
interest upon any of the Securities of that series, as and when the same shall become due and payable, and such default continues for
a period of 90 days; provided, however, that a valid extension of an interest payment period by the Company in accordance
with the terms of any indenture supplemental hereto shall not constitute a default in the payment of interest for this purpose;


 


(2) the Company defaults in the payment of the principal of (or
premium, if any, on) any of the Securities of that series as and when the same shall become due and payable whether at maturity, upon
redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to that
series; provided, however, that a valid extension of the maturity of such Securities in accordance with the terms of any
indenture supplemental hereto shall not constitute a default in the payment of principal or premium, if any;


 


(3) the Company fails to observe or perform any other of its covenants
or agreements with respect to that series contained in this Indenture or otherwise established with respect to that series of Securities
pursuant to Section 2.01 hereof (other than a covenant or agreement that has been expressly included in this Indenture solely
for the benefit of one or more series of Securities other than such series) for a period of 90 days after the date on which written notice
of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” hereunder,
shall have been given 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 Securities of that series at the time Outstanding;


 


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


 


(5) a court of competent jurisdiction enters an order 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 90 days.


 


(b) In each and every such case (other than an Event of Default
specified in clause (4) or clause (5) above), unless the principal of all the Securities of that series shall have already become
due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of that series
then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by such Securityholders), may declare the
principal of (and premium, if any, on) and accrued and unpaid interest on all the Securities of that series to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately due and payable. If an Event of Default specified in clause
(4) or clause (5) above occurs, the principal of and accrued and unpaid interest on all the Securities of that series shall
automatically be immediately due and payable without any declaration or other act on the part of the Trustee or the holders of the Securities.


 


(c) At any time after the principal of (and premium, if any, on)
and accrued and unpaid interest on the Securities of that series shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the holders of a majority in
aggregate principal amount of the Securities of that series then Outstanding hereunder, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient
to pay all matured installments of interest upon all the Securities of that series and the principal of (and premium, if any, on) any
and all Securities of that series that shall have become due otherwise than by acceleration (with interest upon such principal and premium,
if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per
annum expressed in the Securities of that series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.06,
and (ii) any and all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on
(and premium, if any, on) and accrued and unpaid interest on Securities of that series that shall not have become due by their terms,
shall have been remedied or waived as provided in Section 6.06.


 






    	 	 	 



     


    

 


No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.


 


(d) In case the Trustee shall have proceeded to enforce any right
with respect to Securities of that series under this Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such
case, subject to any determination in such proceedings, the Company and the Trustee shall be restored respectively to their former positions
and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings
had been taken.


 


Section 6.02 Collection of Indebtedness and Suits for Enforcement
by Trustee.


 


(a) The Company covenants that if an Event of Default described
in Section 6.01(a) or 6.01(b) shall have occurred with respect to the Securities of any series, the Company will pay to
the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have been become due and
payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue
principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments
of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under Section 7.06.


 


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


 


(c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, or its creditors or property, irrespective
of whether the Trustee shall have made any demand pursuant to this Section 6.02, the Trustee shall have power to intervene in such
proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled
to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee
and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the
date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date,
and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the
deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in
the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount
due it under Section 7.06.


 


(d) All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to Securities of that series, may be enforced by the Trustee without the possession
of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or 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 payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities
of such series.


 


In case of an Event of Default hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.


 


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


 






    	 	 	 



     


    

 


Section 6.03 Application of Moneys Collected.


 


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


 


FIRST: To the payment of reasonable costs and expenses of collection
and of all amounts payable to the Trustee, its agents and attorneys under this Indenture;


 


SECOND: To the payment of the amounts then due and unpaid upon
Securities of such series for principal (and premium, if any) and interest, 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 premium, if any) and interest, respectively; and


 


THIRD: To the payment of the remainder, if any, to the Company
or any other Person lawfully entitled thereto.


 


Section 6.04 Limitation on Suits.


 


No holder of any Security of any series shall have any right by virtue
or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with
respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder
previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Securities
of such series specifying such Event of Default, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal
amount of the Securities of such series then Outstanding shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such indemnity
reasonably satisfactory to it as it may require against the costs, expenses, claims and liabilities to be incurred therein or thereby;
(iv) the Trustee for 90 days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any
such action, suit or proceeding and (v) during such 90 day period, the holders of a majority in principal amount of the Securities
of that series do not give the Trustee a direction inconsistent with the request.


 


Notwithstanding anything contained herein to the contrary or any other
provisions of this Indenture, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and
interest on such Security, as therein provided, on or after the respective due dates expressed in such Security (or in the case of redemption,
on the redemption date), or to institute suit for the enforcement of any such payment on or after such respective dates or redemption
date, shall not be impaired or affected without the consent of such holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee,
that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or
seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture (it being understood
that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to
such holders), except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of such
series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.


 






    	 	 	 



     


    

 


Section 6.05 Rights and Remedies Cumulative; Delay or Omission
Not Waiver.


 


(a) Except as otherwise provided in Section 2.07,
all powers and remedies given by this Article to the Trustee or to the Securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise
established with respect to such Securities.


 


(b) No delay or omission of the Trustee or of any holder of any
of the Securities to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair
any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions
of Section 6.04, every power and remedy given by this Article or by law to the Trustee or the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.


 


Section 6.06 Control by Securityholders.


 


The holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding, determined in accordance with Section 8.04, 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 such series; provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or subject the Trustee in its sole discretion to personal liability. The Trustee shall have the right to decline
to follow any such direction if the Trustee in good faith shall determine that the proceeding so directed, subject to the Trustee’s
duties under the Trust Indenture Act, would involve the Trustee in personal liability or might be unduly prejudicial to the Securityholders
not involved in the proceeding. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnity or security
satisfactory to it against loss, liability or expense that may be caused by taking such action. The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding affected thereby, determined in accordance with Section 8.04,
may on behalf of the holders of all of the Securities of such series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with respect to such series and its consequences, except a default
in the payment of the principal of, or premium, if any, or interest on, any of the Securities of that series as and when the same shall
become due by the terms of such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to
pay all matured installments of interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.01(c)).
Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the
Trustee and the holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


Section 6.07 Undertaking to Pay Costs.


 


All parties to this Indenture agree, and each holder of any Securities
by such holder’s 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 or omitted by it
as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding more
than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Securityholder for
the enforcement of the payment of the principal of (or premium, if any) or interest on any Security of such series, on or after the respective
due dates expressed in such Security or established pursuant to this Indenture.


 


ARTICLE 7


CONCERNING THE TRUSTEE


 


Section 7.01 Certain Duties and Responsibilities of Trustee.


 


(a) The Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series
that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event
of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with
respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 






    	 	 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


(3) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal
amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to
the Securities of that series; and


 


(4) none of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal or financial liability in the performance of any of its duties
or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability
is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to
it.


 


Section 7.02 Certain Rights of Trustee.


 


Except as otherwise provided in Section 7.01:


 


(a) The Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond,
security or other paper or document or other evidence of indebtedness believed by it to be genuine and to have been signed or presented
by the proper party or parties. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive
and retain financial reports and statements of the Company to the extent provided herein, but shall have no duty to review or analyze
such reports or statements to determine compliance with covenants or other obligations of the Company;


 


(b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument signed in the name of the Company by any authorized Officer
of the Company (unless other evidence in respect thereof is specifically prescribed herein);


 


(c) The Trustee may consult with counsel of its selection and
the advice of such counsel or, if requested, any Opinion of Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted hereunder in good faith and in reliance thereon;


 






    	 	 	 



     


    

 


(d) 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 (and if requested, provided) to the Trustee security or indemnity satisfactory
to it against the costs, expenses, claims and liabilities that may be incurred therein or thereby;


 


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


 


(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, security, or other papers or documents or other evidence of indebtedness, unless requested in writing so to do by the holders of
not less than a majority in principal amount of the Outstanding Securities of the particular series affected thereby (determined as provided
in Section 8.04); provided, however, that if the payment within a reasonable time to the Trustee of the costs,
expenses, claims or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity or
security satisfactory to it against such costs, expenses, claims or liabilities as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand;


 


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


 


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


 


(i) In no event shall the Trustee be responsible or liable for
special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective
of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;


 


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


 


(k) The Trustee may request that the Company deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture;
and


 


(l) The Trustee shall not be required to give any bond or surety
in respect of the performance of its powers and duties hereunder.


 


In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default until a Responsible Officer of the Trustee shall have received written notification in the manner set forth
in this Indenture, and such notice references the Securities and this Indenture or a Responsible Officer of the Trustee shall have obtained
actual knowledge.


 


Section 7.03 Trustee Not Responsible for Recitals or Issuance
or Securities.


 


(a) The recitals contained herein and in the Securities shall
be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same.


 


(b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.


 


(c) The Trustee shall not be accountable for the use or application
by the Company of any of the Securities or of the proceeds of such Securities, or for the use or application of any moneys paid over by
the Trustee in accordance with any provision of this Indenture or established pursuant to Section 2.01, or for the use or
application of any moneys received by any paying agent other than the Trustee.


 






    	 	 	 



     


    

 


Section 7.04 May Hold Securities.


 


The Trustee or any paying agent or Security Registrar, in its individual
or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, paying
agent or Security Registrar.


 


Section 7.05 Moneys Held in Trust.


 


Subject to the provisions of Section 11.05, all moneys
received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest
on any moneys received by it hereunder except such as it may agree in writing with the Company to pay thereon.


 


Section 7.06 Compensation and Reimbursement.


 


(a) The Company covenants and agrees to pay to the Trustee, and
the Trustee shall be entitled to, such compensation (which shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust) as the Company and the Trustee may from time to time agree in writing, for all services rendered by
it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the
Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable
and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable and documented fees and the expenses and disbursements of its counsel and of all Persons not regularly in its
employ), except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. The Company also covenants
to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any documented loss,
liability or expense, including reasonable and documented attorneys’ fees, incurred without negligence or willful misconduct on
the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the reasonable
and documented costs and expenses of defending itself against any claim of liability in the premises (whether asserted by the Company,
or any holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder,
or in connection with enforcing the provisions of this Section.


 


(b) The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities.


 


(c) To ensure the Company’s payment obligations in this
Section, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by the Trustee, except that
held in trust to pay principal of, premium, if any, or interest on particular Securities. When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 6.01(a)(4) or (5), the expenses (including
the reasonable fees and expenses of its counsel) and the compensation for services in connection therewith are to constitute expenses
of administration under any Bankruptcy Law. The provisions of this Section 7.06 shall survive the termination of this Indenture
and the earlier resignation or removal of the Trustee.


 


Section 7.07 Reliance on Officer’s Certificate or Opinion
of Counsel.


 


Except as otherwise provided in Section 7.01, whenever
in the administration of the provisions of this Indenture the Trustee shall deem it reasonably necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed
to be conclusively proved and established by an Officer’s Certificate and Opinion of Counsel delivered to the Trustee and such certificate
and opinion, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any
action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.


 






    	 	 	 



     


    

 


Section 7.08 Disqualification; Conflicting Interests.


 


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


 


Section 7.09 Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee with respect to the Securities
issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America
or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the
Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million
U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial, or District of Columbia authority.


 


If such corporation or other Person publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in
Section 7.10.


 


Section 7.10 Resignation and Removal; Appointment of Successor.


 


(a) The Trustee or any successor hereafter appointed may at any
time resign with respect to the Securities of one or more series by giving written notice thereof to the Company and by transmitting notice
of resignation by electronic mail, or by first class postage prepaid mail, to the Securityholders of such series, as their names and addresses
appear upon the Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee with
respect to Securities of such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been
so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor trustee with respect to Securities of such series, or any Securityholder
of that series who has been a bona fide holder of a Security or Securities for at least six months may on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if
any, as it may deem proper and prescribe, appoint a successor trustee.


 


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


 


(i) the Trustee shall fail to comply with the provisions of Section 7.08
after written request therefor by the Company or by any Securityholder who has been a bona fide holder of a Security or Securities for
at least six months; or


 


(ii) the Trustee shall cease to be eligible in accordance with
the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Securityholder;
or


 


(iii) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property shall
be appointed or consented to, or any public officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation;


 


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


 






    	 	 	 



     


    

 


(c) The holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding may at any time remove the Trustee with respect to such series by so notifying the
Trustee and the Company and may appoint a successor Trustee for such series with the consent of the Company.


 


(d) Any resignation or removal of the Trustee and appointment
of a successor trustee with respect to the Securities of a series pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.


 


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


 


Section 7.11 Acceptance of Appointment By Successor.


 


(a) In case of the appointment hereunder of a successor trustee
with respect to all Securities, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to
the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon
full payment of any amount then due it pursuant to Section 7.06, execute and deliver an instrument transferring to such successor
trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee
all property and money held by such retiring Trustee hereunder.


 


(b) In case of the appointment hereunder of a successor trustee
with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor trustee with
respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor trustee
shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, each successor trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor trustee relates, (ii) shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall
add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any act or failure
to act on the part of any other Trustee hereunder; and upon the execution and delivery of such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to
the Securities of that or those series to which the appointment of such successor trustee relates have no further responsibility for the
exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture, and each
such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates;
but, on request of the Company or any successor trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor
trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of such successor trustee relates.


 


(c) Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee all such rights, powers
and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.


 


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


 


(e) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to
the Securityholders, as their names and addresses appear upon the Security Register. If the Company fails to transmit such notice within
ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at
the expense of the Company.


 






    	 	 	 



     


    

 


Section 7.12 Merger, Conversion, Consolidation or Succession
to Business.


 


Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any corporation succeeding to the corporate trust business of the Trustee, including the administration of the trust created
by this Indenture, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under the
provisions of Section 7.08 and eligible under the provisions of Section 7.09, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.


 


Section 7.13 Preferential Collection of Claims Against the
Company.


 


The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.


 


Section 7.14 Notice of Default.


 


If any Event of Default occurs and is continuing and if such Event
of Default is actually known to a Responsible Officer of the Trustee, the Trustee shall send to each Securityholder in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act notice of the Event of Default within the later of 90 days
after it occurs and 30 days after it is actually known to a Responsible Officer of the Trustee or written notice of it is received by
the Trustee, unless such Event of Default has been cured; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any) or interest on any Security, the Trustee shall be protected in withholding such notice
if and so long as it in good faith determines that the withholding of such notice is in the interest of the Securityholders.


 


ARTICLE 8


CONCERNING THE SECURITYHOLDERS


 


Section 8.01 Evidence of Action by Securityholders.


 


Whenever in this Indenture it is provided that the holders of
a majority or specified percentage in aggregate principal amount of the Securities of a particular series may take any action (including
the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at
the time of taking any such action the holders of such majority or specified percentage of that series have joined therein may be evidenced
by any instrument or any number of instruments of similar tenor executed by such holders of Securities of that series in person or by
agent or proxy appointed in writing.


 


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


 






    	 	 	 



     


    

 


Section 8.02 Proof of Execution by Securityholders.


 


Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not require notarization) or his agent or proxy and proof of the holding
by any Person of any of the Securities shall be sufficient if made in the following manner:


 


(a) The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.


 


(b) The ownership of Securities shall be proved by the Security
Register of such Securities or by a certificate of the Security Registrar thereof. The Trustee may require such additional proof of any
matter referred to in this Section as it shall deem necessary.


 


Section 8.03 Who May be Deemed Owners.


 


Prior to the due presentment for registration of transfer of any Security,
the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the Person in whose name such Security shall
be registered upon the books of the Security Registrar as the absolute owner of such Security (whether or not such Security shall be overdue
and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security Registrar) for the purpose of receiving
payment of or on account of the principal of, premium, if any, and (subject to Section 2.03) interest on such Security and
for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any
notice to the contrary.


 


Section 8.04 Certain Securities Owned by Company Disregarded.


 


In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction, consent, demand, authorization, notice or waiver under this
Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities of that series or by any
Person directly or indirectly controlling or controlled by or under common control with the Company or any other obligor on the Securities
of that series shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose
of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities of such series
that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. The Securities so owned that have been
pledged in good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not a Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.


 


Section 8.05 Actions Binding on Future Securityholders.


 


At any time prior to (but not after) the evidencing to the Trustee,
as provided in Section 8.01, of the taking of any action by the holders of the majority or percentage in aggregate principal
amount of the Securities of a particular series specified in this Indenture in connection with such action, any holder of a Security of
that series that is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by
filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, 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 Security issued in exchange therefor, on registration of transfer
thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular series 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
of that series.


 






    	 	 	 



     


    

 


ARTICLE 9


SUPPLEMENTAL INDENTURES


 


Section 9.01 Supplemental Indentures Without the Consent of
Securityholders.


 


In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders at any
time Outstanding, for one or more of the following purposes:


 


(a) to cure any ambiguity, defect, or inconsistency herein or
in the Securities of any series;


 


(b) to comply with Article 10;


 


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


 


(d) to add to the covenants, restrictions, conditions or provisions
relating to the Company for the benefit of the holders of all or any series of Securities (and if such covenants, restrictions, conditions
or provisions are to be for the benefit of less than all series of Securities, stating that such covenants, restrictions, conditions or
provisions are expressly being included solely for the benefit of such series), to make the occurrence, or the occurrence and the continuance,
of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default, or to surrender any right or
power herein conferred upon the Company;


 


(e) to add to, delete from, or revise the conditions, limitations,
and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery of Securities, as herein set forth;


 


(f) to make any change that does not adversely affect the rights
of any Securityholder in any material respect;


 


(g) to provide for the issuance of and establish the form and
terms and conditions of the Securities of any series as provided in Section 2.01, to establish the form of any certifications
required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of
any series of Securities;


 


(h) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee or to appoint a separate trustee with respect to any series; or


 


(i) to comply with any requirements of the Commission or any successor
in connection with the qualification of this Indenture under the Trust Indenture Act.


 


The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate agreements and stipulations that may be therein contained, but
the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


Any supplemental indenture authorized by the provisions of this Section may
be executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding
any of the provisions of Section 9.02.


 


Section 9.02 Supplemental Indentures With Consent of Securityholders.


 


With the consent (evidenced as provided in Section 8.01)
of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected by such supplemental
indenture or indentures at the time Outstanding, the Company, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture
Act as then in effect) 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 not covered by Section 9.01 the rights of the holders
of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the holders of each Security then Outstanding and affected thereby, (a) extend the fixed maturity of any Securities
of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce
any premium payable upon the redemption thereof or (b) reduce the aforesaid percentage of Securities, the holders of which are required
to consent to any such supplemental indenture.


 






    	 	 	 



     


    

 


It shall not be necessary for the consent of the Securityholders of
any series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such consent shall approve the substance thereof. The Trustee shall not be obligated to enter into any such supplemental
indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 9.03 Effect of Supplemental Indentures.


 


Upon the execution of any supplemental indenture pursuant to the provisions
of this Article or of Section 10.01, this Indenture shall, with respect to such series only, be and be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Securities of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes with respect to such
series.


 


Section 9.04 Securities Affected by Supplemental Indentures.


 


Securities of any series affected by a supplemental indenture, authenticated
and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article or of Section 10.01,
may bear a notation in form approved by the Company, provided such form meets the requirements of any securities exchange upon which such
series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities
of that series so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in
any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities
of that series then Outstanding.


 


Section 9.05 Execution of Supplemental Indentures.


 


Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders
required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee shall receive an Officer’s
Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture
have been complied with and with respect to such Opinion of Counsel, that such supplemental indenture is the legal, valid and binding
obligation of the Company, enforceable against each of them in accordance with its terms, subject to customary exceptions and qualifications.


 


Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Article, the Company shall transmit by electronic mail, or by first class mail,
postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all
series affected thereby as their names and addresses appear upon the Security Register. Any failure of the Company to mail, or cause the
mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture.


 






    	 	 	 



     


    

 


ARTICLE 10


SUCCESSOR ENTITY


 


Section 10.01 Company May Consolidate, Etc.


 


Nothing contained in this Indenture shall prevent any consolidation
or merger of the Company with or into any other Person (whether or not affiliated with the Company) or successive consolidations or mergers
in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other
disposition of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other
corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided,
however, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company
is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal
of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their
tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each
series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be
expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) executed
and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity
which shall have acquired such property and (b) in the event that the Securities of any series then Outstanding are convertible into
or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make
provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange
of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities
of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred
immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition. If the Company is not the surviving
entity of any such transaction, the Company or the continuing entity agrees to deliver to the Trustee an Officer’s Certificate and
Opinion of Counsel stating that the transaction and the supplemental indenture complies with this Section 10.01 and that all conditions
precedent herein relating to the transaction have been satisfied.


 


Section 10.02 Successor Entity Substituted.


 


(a) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor entity by supplemental indenture, executed and delivered to the
Trustee, of the obligations set forth under Section 10.01 on all of the Securities of all series Outstanding, such successor
entity shall succeed to and be substituted for the Company with the same effect as if it had been named as the Company herein, and thereupon
the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities.


 


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


 


(c) Nothing contained in this Article shall require any action
by the Company in the case of a consolidation or merger of any Person into the Company where the Company is the survivor of such transaction,
or the acquisition by the Company, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated
with the Company).


 






    	 	 	 



     


    

 


ARTICLE 11


SATISFACTION AND DISCHARGE


 


Section 11.01 Satisfaction and Discharge of Indenture.


 


If at any time: (a) the Company shall have delivered to the Trustee
for cancellation all Securities of a series theretofore authenticated and not delivered to the Trustee for cancellation (other than any
Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.07
and Securities for whose payment money or Governmental Obligations have theretofore been deposited in trust or segregated and held in
trust by the Company and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); or
(b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee
as trust funds the entire amount in moneys or Governmental Obligations or a combination thereof, 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 at maturity
or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium,
if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company then this Indenture shall
thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.03, 2.05, 2.07,
4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or redemption date, as the case may
be, and Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the Trustee, on demand of the Company
and at the cost and expense of the Company shall execute such instruments reasonably requested by the Company acknowledging satisfaction
of and discharging this Indenture with respect to such series.


 


Section 11.02 Discharge of Obligations.


 


If at any time all such Securities of a particular series not heretofore
delivered to the Trustee for cancellation or that have not become due and payable as described in Section 11.01 shall have
been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an amount of Governmental Obligations sufficient
to pay at maturity or upon redemption all such Securities of that series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may
be, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series,
then after the date such moneys or Governmental Obligations, as the case may be, are deposited with the Trustee the obligations of the
Company under this Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections
2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof that shall
survive until such Securities shall mature and be paid.


 


Thereafter, Sections 7.06 and 11.05 shall survive.


 


Section 11.03 Deposited Moneys to be Held in Trust.


 


All moneys or Governmental Obligations deposited with the Trustee pursuant
to Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as due, either directly or through
any paying agent (including the Company acting as its own paying agent), to the holders of the particular series of Securities for the
payment or redemption of which such moneys or Governmental Obligations have been deposited with the Trustee.


 


Section 11.04 Payment of Moneys Held by Paying Agents.


 


In connection with the satisfaction and discharge of this Indenture
all moneys or Governmental Obligations then held by any paying agent under the provisions of this Indenture shall, upon demand of the
Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys
or Governmental Obligations.


 


Section 11.05 Repayment to Company.


 


Any moneys or Governmental Obligations deposited with any paying agent
or the Trustee, or then held by the Company, in trust for payment of principal of or premium, if any, or interest on the Securities of
a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date
upon which the principal of (and premium, if any) or interest on such Securities shall have respectively become due and payable, or such
other shorter period set forth in applicable escheat or abandoned or unclaimed property law, shall be repaid to the Company on May 31
of each year or upon the Company’s request or (if then held by the Company) shall be discharged from such trust; and thereupon the
paying agent and the Trustee shall be released from all further liability with respect to such moneys or Governmental Obligations, and
the holder of any of the Securities entitled to receive such payment shall thereafter, as a general creditor, look only to the Company
for the payment thereof.


 






    	 	 	 



     


    

 


ARTICLE 12


IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS


 


Section 12.01 No Recourse.


 


No recourse under or upon any obligation, covenant or agreement of
this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the Company or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred
by, the incorporators, stockholders, officers or directors as such, of the Company or of any predecessor or successor corporation, or
any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every
such incorporator, stockholder, officer or director as such, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are
hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of
such Securities.


 


ARTICLE 13


MISCELLANEOUS PROVISIONS


 


Section 13.01 Effect on Successors and Assigns.


 


All the covenants, stipulations, promises and agreements in this Indenture
made by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not.


 


Section 13.02 Actions by Successor.


 


Any act or proceeding by any provision of this Indenture authorized
or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force
and effect by the corresponding board, committee or officer of any corporation that shall at the time be the lawful successor of the Company.


 


Section 13.03 Surrender of Company Powers.


 


The Company by instrument in writing executed by authority of its Board
of Directors and delivered to the Trustee may surrender any of the powers reserved to the Company, and thereupon such power so surrendered
shall terminate both as to the Company and as to any successor corporation.


 


Section 13.04 Notices.


 


Except as otherwise expressly provided herein, any notice, request
or demand that by any provision of this Indenture is required or permitted to be given, made or served by the Trustee or by the holders
of Securities or by any other Person pursuant to this Indenture to or on the Company may be given or served by any standard form of telecommunication
or by being deposited in first class mail, postage prepaid, addressed (until another address is filed in writing by the Company with the
Trustee), as follows: Protagonist Therapeutics, Inc., 7707 Gateway Blvd., Suite 140, Newark, CA 94560. Any notice, election,
request or demand by the Company or any Securityholder or by any other Person pursuant to this Indenture to or upon the Trustee shall
be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the
Trustee. Notwithstanding anything herein to the contrary, where reference herein is made to notice of any event (including notice of redemption)
to a Securityholder of Global Securities, whether by mail or otherwise, such notice shall be sufficiently given when delivered to the
Depositary (or its designee) pursuant to the customary procedures of the Depositary.


 






    	 	 	 



     


    

 


Section 13.05 Governing Law; Jury Trial Waiver.


 


THIS INDENTURE AND EACH SECURITY, AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH SECURITY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). 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 SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 13.06 Treatment of Securities as Debt.


 


It is intended that the Securities will be treated as indebtedness
and not as equity for federal income tax purposes. The provisions of this Indenture shall be interpreted to further this intention.


 


Section 13.07 Certificates and Opinions as to Conditions Precedent.


 


(a) Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate
stating that all covenants and conditions precedent provided for in this Indenture (other than the certificate to be delivered pursuant
to Section 13.12) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion
of such counsel all such covenants and conditions precedent have been complied with.


 


(b) Each certificate or opinion provided for in this Indenture
and delivered to the Trustee with respect to compliance with a condition or covenant in this Indenture shall include (i) a statement
that the Person making such certificate or opinion has read such covenant or condition; (ii) 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; (iii) a
statement that, in the opinion of such Person, he has made such examination or investigation as is reasonably necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to
whether or not, in the opinion of such Person, such condition or covenant has been complied with.


 


Section 13.08 Payments on Business Days.


 


Except as provided pursuant to Section 2.01 pursuant to
a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture,
in any case where the date that principal of, interest and/or premium, if any, on any Security is due or otherwise payable shall not be
a Business Day or is a day on which the banking institutions in the city of the office of the Paying Agent are authorized or obligated
by law to close or be closed, then payment of principal, premium, if any, and/or interest may be made on the next succeeding day that
is a Business Day and is not a day on which the banking institutions in the city of the office of the Paying Agent are authorized or obligated
by law to close or be closed with the same force and effect as if made on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.


 


Section 13.09 Conflict with Trust Indenture Act.


 


If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.


 






    	 	 	 



     


    

 


Section 13.10 Counterparts.


 


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


 


Section 13.11 Separability.


 


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


 


Section 13.12 Compliance Certificates.


 


The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year during which any Securities of any series were outstanding, an Officer’s Certificate stating whether or
not the signers know of any Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from
the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted
of the activities of the Company and the Company’s performance under this Indenture and that the Company has complied with all conditions
and covenants under this Indenture. For purposes of this Section 13.12, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture. If the officer of the Company signing such certificate
has knowledge of such an Event of Default, the certificate shall describe any such Event of Default and its status.


 


Section 13.13 USA PATRIOT ACT.


 


The parties hereto acknowledge that in accordance with Section 326
of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering,
is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens
an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request
in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


Section 13.14 Calculations.


 


It is understood that the Trustee nor the Paying Agent shall have no
responsibility for any calculations hereunder and shall be entitled to conclusively rely on the calculations of the Company without any
independent verification or investigation.


 






    	 	 	 



     


    

 


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


 


	 	PROTAGONIST THERAPEUTICS, INC., as Issuer
	 	 	 
	 	By:	                             
	 	Name:	 
	 	Title:	 


 





	 	[TRUSTEE], as Trustee
	 	 	 
	 	By:	                             
	 	Name:	 
	 	Title:	 


 






    	 	 	 



     


    

 


TRUST INDENTURE ACT CROSS-REFERENCE TABLE1    




 


	Section of Trust Indenture Act of 1939, as amended	 	Section of

Indenture
	310(a)	 	7.09
	310(b)	 	
    7.08

    7.10

	310(c)	 	Inapplicable
	311(a)	 	7.13
	311(b)	 	7.13
	311(c)	 	Inapplicable
	312(a)	 	
    5.01

    5.02(a)

	312(b)	 	5.02(c)
	312(c)	 	5.02(c)
	313(a)	 	5.04(a)
	313(b)	 	5.04(b)
	313(c)	 	
    5.04(a)

    5.04(b)

	313(d)	 	5.04(c)
	314(a)	 	
    5.03

    13.12

	314(b)	 	Inapplicable
	314(c)	 	13.07(a)
	314(d)	 	Inapplicable
	314(e)	 	13.07(b)
	314(f)	 	Inapplicable
	315(a)	 	
    7.01(a)

    7.01(b)

	315(b)	 	7.14
	315(c)	 	7.01(a)
	315(d)	 	7.01(b)
	315(e)	 	6.07
	316(a)	 	
    6.06

    8.04

	316(b)	 	6.04
	316(c)	 	8.01
	317(a)	 	6.02
	317(b)	 	4.03
	318(a)	 	0


 
















 



1
This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation
of any of its terms or provisions.