EXHIBIT 4.4


 


ZYNERBA PHARMACEUTICALS, INC.


 


and


 


, as Trustee


 


INDENTURE


 


Dated as of            ,


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE	1
	1.1.	DEFINITIONS	1
	1.2.	OTHER DEFINITIONS	5
	1.3.	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	5
	1.4.	RULES OF CONSTRUCTION	6
	 	 	 
	ARTICLE 2 THE SECURITIES	6
	2.1.	ISSUABLE IN SERIES	6
	2.2.	ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES	7
	2.3.	EXECUTION AND AUTHENTICATION	9
	2.4.	REGISTRAR AND PAYING AGENT	10
	2.5.	PAYING AGENT TO HOLD ASSETS IN TRUST	11
	2.6.	SECURITYHOLDER LISTS	11
	2.7.	TRANSFER AND EXCHANGE	11
	2.8.	REPLACEMENT SECURITIES	12
	2.9.	OUTSTANDING SECURITIES	12
	2.10.	WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION	13
	2.11.	TEMPORARY SECURITIES	13
	2.12.	CANCELLATION	13
	2.13.	PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST	14
	2.14.	CUSIP NUMBER	14
	2.15.	PROVISIONS FOR GLOBAL SECURITIES	14
	2.16.	PERSONS DEEMED OWNERS	16
	 	 	 
	ARTICLE 3 REDEMPTION	16
	3.1.	NOTICES TO TRUSTEE	16
	3.2.	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	16
	3.3.	NOTICE OF REDEMPTION	17
	3.4.	EFFECT OF NOTICE OF REDEMPTION	18
	3.5.	DEPOSIT OF REDEMPTION PRICE	18
	3.6.	SECURITIES REDEEMED IN PART	18
	 	 	 
	ARTICLE 4 COVENANTS	18
	4.1.	PAYMENT OF SECURITIES	18
	4.2.	SEC REPORTS	19
	4.3.	WAIVER OF STAY, EXTENSION OR USURY LAWS	19
	4.4.	COMPLIANCE CERTIFICATE	19
	4.5.	CORPORATE EXISTENCE	20


 






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	 	 	Page
	ARTICLE 5 SUCCESSOR CORPORATION	20
	5.1.	LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS	20
	5.2.	SUCCESSOR PERSON SUBSTITUTED	21
	 	 	 
	ARTICLE 6 DEFAULTS AND REMEDIES	21
	6.1.	EVENTS OF DEFAULT	21
	6.2.	ACCELERATION	22
	6.3.	REMEDIES	23
	6.4.	WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT	23
	6.5.	CONTROL BY MAJORITY	23
	6.6.	LIMITATION ON SUITS	24
	6.7.	RIGHTS OF HOLDERS TO RECEIVE PAYMENT	24
	6.8.	COLLECTION SUIT BY TRUSTEE	24
	6.9.	TRUSTEE MAY FILE PROOFS OF CLAIM	25
	6.10.	PRIORITIES	25
	6.11.	UNDERTAKING FOR COSTS	26
	 	 	 
	ARTICLE 7 TRUSTEE	26
	7.1.	DUTIES OF TRUSTEE	26
	7.2.	RIGHTS OF TRUSTEE	27
	7.3.	INDIVIDUAL RIGHTS OF TRUSTEE	28
	7.4.	TRUSTEE’S DISCLAIMER	28
	7.5.	NOTICE OF DEFAULT	28
	7.6.	REPORTS BY TRUSTEE TO HOLDERS	28
	7.7.	COMPENSATION AND INDEMNITY	29
	7.8.	REPLACEMENT OF TRUSTEE	29
	7.9.	SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION	30
	7.10.	ELIGIBILITY; DISQUALIFICATION	30
	7.11.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	31
	7.12.	PAYING AGENTS	31
	 	 	 
	ARTICLE 8 AMENDMENTS, SUPPLEMENTS AND WAIVERS	31
	8.1.	WITHOUT CONSENT OF HOLDERS	31
	8.2.	WITH CONSENT OF HOLDERS	32
	8.3.	COMPLIANCE WITH TRUST INDENTURE ACT	33
	8.4.	REVOCATION AND EFFECT OF CONSENTS	33
	8.5.	NOTATION ON OR EXCHANGE OF SECURITIES	34
	8.6.	TRUSTEE TO SIGN AMENDMENTS, ETC.	34
	 	 	 
	ARTICLE 9 DISCHARGE OF INDENTURE; DEFEASANCE	34
	9.1.	DISCHARGE OF INDENTURE	34
	9.2.	LEGAL DEFEASANCE	35
	9.3.	COVENANT DEFEASANCE	35
	9.4.	CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE	36


 






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	 	 	Page
	9.5.	DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS	37
	9.6.	REINSTATEMENT	38
	9.7.	MONEYS HELD BY PAYING AGENT	38
	9.8.	MONEYS HELD BY TRUSTEE	38
	 	 	 
	ARTICLE 10 MISCELLANEOUS	39
	10.1.	TRUST INDENTURE ACT CONTROLS	39
	10.2.	NOTICES	39
	10.3.	COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS	40
	10.4.	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	40
	10.5.	STATEMENT REQUIRED IN CERTIFICATE AND OPINION	40
	10.6.	RULES BY TRUSTEE AND AGENTS	41
	10.7.	BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT	41
	10.8.	GOVERNING LAW	41
	10.9.	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	41
	10.10.	SUCCESSORS	41
	10.11.	MULTIPLE COUNTERPARTS	42
	10.12.	TABLE OF CONTENTS, HEADINGS, ETC.	42
	10.13.	SEVERABILITY	42
	10.14.	SECURITIES IN A FOREIGN CURRENCY OR IN EUROS	42
	10.15.	JUDGMENT CURRENCY	43
	10.16.	FORCE MAJEURE	43
	10.17.	U.S.A. PATRIOT ACT	43
	 	 	 
	ARTICLE 11 SINKING FUNDS	44
	11.1.	APPLICABILITY OF ARTICLE	44
	11.2.	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES	44
	11.3.	REDEMPTION OF SECURITIES FOR SINKING FUND	45


 






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CROSS-REFERENCE TABLE


 


	TIA SECTION	 	INDENTURE SECTION
	310(a)(1)(2)(5)	 	7.10
	310(a)(3)(4)	 	Inapplicable
	310(b)	 	7.8; 7.10
	310(c)	 	Inapplicable
	311(a)(b)	 	7.11
	311(c)	 	Inapplicable
	312(a)	 	2.6
	312(b)(c)	 	10.3
	313(a)(b)	 	7.6
	313(c)	 	7.6; 10.2
	313(d)	 	7.6
	314(a)	 	4.2; 4.4; 10.2
	314(b)	 	Inapplicable
	314(c)(1)(2)	 	10.4; 10.5
	314(c)(3)	 	Inapplicable
	314(d)	 	Inapplicable
	314(e)	 	10.5
	314(f)	 	Inapplicable
	315(a)	 	7.1, 7.2
	315(b)	 	7.5; 10.2
	315(c)	 	7.1
	315(d)	 	7.1; 7.2
	315(e)	 	6.11
	316(a)(last sentence)	 	2.10
	316(a)(1)(A)	 	6.5
	316(a)(1)(B)	 	6.4
	316(a)(2)	 	8.2
	316(b)	 	6.7
	316(c)	 	8.4
	317(a)(1)	 	6.8
	317(a)(2)	 	6.9
	317(b)	 	2.5; 7.12
	318(a)	 	10.1


 


Note: This Cross-Reference Table shall not, for any purpose, be deemed
to be a part of the Indenture.


 






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INDENTURE, dated as of   ,      ,
by and between Zynerba Pharmaceuticals, Inc., a Delaware corporation, as Issuer (the “Company”), and     ,
a organized under the laws of     , as Trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness to
be issued in one or more series (the “Securities”), as herein provided, up to such principal amount as may from time to time
be authorized in or pursuant to one or more resolutions of the Board of Directors or by supplemental indenture.


 


All things necessary to make this Indenture a valid
agreement of the Company in accordance with its terms have been done, and the execution and delivery thereof have been in all respects
duly authorized by the parties hereto.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE


 


1.1. DEFINITIONS.


 


“Affiliate” of any specified Person
means any other Person which, directly or indirectly through one or more intermediaries, controls, or is controlled by or is under common
control with, such specified Person. For the purposes of this definition, “control” (including, with correlative meanings,
the terms “controlling,” “controlled by” and “under common control with”), as used with respect to
any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise.


 


“Agent” means any Registrar, Paying
Agent, co-registrar or agent for service of notices and demands.


 


“Board of Directors” means the Board
of Directors of the Company or any committee duly authorized to act therefor.


 


“Board Resolution” means a copy of
a resolution certified pursuant to an Officers’ Certificate to have been duly adopted by the Board of Directors of the Company and
to be in full force and effect on the date of such certification which has been delivered to the Trustee.


 


“Capital Stock” means, with
respect to any Person, any and all shares or other equivalents (however designated) of capital stock, partnership interests or any
other participation, right or other interest in the nature of an equity interest in such Person or any option, warrant or other
security convertible into any of the foregoing.


 






     


     


    

 


“Company” means the party named as
such in the first paragraph of this Indenture until a successor replaces such party pursuant to Article 5 of this Indenture, and
thereafter means the successor and any other primary obligor on the Securities.


 


“Company Order” means a written order
signed in the name of the Company by two of the Company’s executive Officers, one of whom must be its Chief Executive Officer or
its Chief Financial Officer.


 


“Company Request” means any written
request signed in the name of the Company by its Chief Executive Officer, its President, any Vice President, its Chief Financial Officer
or its Treasurer and attested to by its Secretary or any Assistant Secretary.


 


“Corporate Trust Office” means the
office of the Trustee at which at any particular time its corporate trust business shall be principally administered.


 


“Default” means any event that is,
or that with the passing of time or giving of notice or both would be, an Event of Default.


 


“Depositary” means, with respect to
the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated
as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act, until
a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary”
shall mean each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, such Persons.


 


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


 


“Euro” means the single currency of
participating member states of the economic and monetary union as contemplated in the Treaty on European Union.


 


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


 


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


 


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


 






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“GAAP” means generally accepted accounting
principles consistently applied as in effect in the United States of America from time to time.


 


“Global Security” or “Global
Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2, evidencing
all or part of a Series of Securities issued to the Depositary for such Series or its nominee, and registered in the name of
such Depositary or nominee, and bearing the legend set forth in Section 2.15(c) (or such other legend(s) as may be applied
to such Securities in accordance with Section 2.2(x).


 


“Holder” or “Securityholder”
means the Person in whose name a Security is registered on the Registrar’s books.


 


“Indebtedness” means (without duplication),
with respect to any Person, any indebtedness at any time outstanding, secured or unsecured, contingent or otherwise, which is for borrowed
money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), or evidenced
by bonds, notes, debentures or similar instruments, or representing the balance deferred and unpaid of the purchase price of any property
(excluding any balances that constitute accounts payable or trade payables, and other accrued liabilities arising in the ordinary course
of business), if and to the extent any of the foregoing indebtedness would appear as a liability upon a balance sheet of such Person prepared
in accordance with GAAP.


 


“Indenture” means this Indenture as
amended, restated or supplemented from time to time.


 


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


 


“Lien” means, with respect to any property
or assets of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien,
charge, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever
on or with respect to such property or assets (including, without limitation, any capitalized lease obligation, conditional sales or other
title retention agreement having substantially the same economic effect as any of the foregoing).


 


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


 


“Officer” means the Chief Executive
Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer or the Secretary of the Company, or any other officer
designated by the Board of Directors, as the case may be.


 


“Officers’ Certificate” means,
with respect to any Person, a certificate signed by the Chairman, Chief Executive Officer, President or any Senior or Executive Vice President
and the Chief Financial Officer or any Treasurer of such Person, that shall comply with applicable provisions of this Indenture.


 






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


 


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


 


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


 


“Responsible Officer,” when used with
respect to the Trustee, means any officer within the corporate trust department or division of the Trustee (or any successor group of
the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because
of his knowledge of and familiarity with the particular subject.


 


“SEC” means the United States Securities
and Exchange Commission as constituted from time to time, or any successor performing substantially the same functions.


 


“Securities” means the securities that
are issued under this Indenture, as amended or supplemented from time to time pursuant to this Indenture.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 


“Series” or “Series of Securities”
means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2.


 


“Significant Subsidiary” means (i) any
direct or indirect Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02
of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof, or (ii) any group
of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant subsidiary” as
defined in -Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect
on the date hereof.


 


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


 


“Subsidiary” of any specified
Person means any corporation, limited liability company, partnership, joint venture, association or other business entity, whether
now existing or hereafter organized or acquired, (i) in the case of a corporation, of which more than 50% of the total voting
power of the Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors
thereof is held, directly or indirectly, by such Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint
venture, association or other business entity, with respect to which such Person or any of its Subsidiaries has the power to direct
or cause the direction of the management and policies of such entity by contract or otherwise, or if in accordance with GAAP such
entity is consolidated with such Person for financial statement purposes.


 






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“TIA” means the Trust Indenture Act
of 1939 (15 U.S. Code Section 77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in Section 8.3).


 


“Trustee” means the party named as
such in this Indenture until a successor replaces it pursuant to this Indenture, and thereafter means the successor, and if at any time
there is more than one such Person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee
with respect to Securities of that Series.


 


“U.S. Government Obligations” means
direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which obligation
or guarantee the full faith and credit of the United States of America is pledged.


 


1.2. OTHER DEFINITIONS.


 


The definitions of the following terms may be found
in the sections indicated as follows:


 


 


	TERM	 	DEFINED IN SECTION
	“Bankruptcy Law”	 	6.1
	“Business Day”	 	10.7
	“Covenant Defeasance”	 	9.3
	“Custodian”	 	6.1
	“Event of Default”	 	6.1
	“Journal”	 	10.14
	“Judgment Currency”	 	10.15
	“Legal Defeasance	 	9.2
	“Legal Holiday”	 	10.7
	“Market Exchange Rate”	 	10.14
	“New York Paying Agent”	 	2.4
	“Paying Agent”	 	2.4
	“Place of Payment”	 	10.7
	“Registrar”	 	2.4
	“Required Currency”	 	10.15
	“Service Agent”	 	2.4


 


1.3. INCORPORATION BY REFERENCE OF
TRUST INDENTURE ACT.


 


Whenever this Indenture refers to a provision of
the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is
incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:


 


“Commission” means the SEC.


 






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“indenture securities” means the Securities.


 


“indenture securityholder” means a
Holder or Securityholder.


 


“indenture to be qualified” means this
Indenture.


 


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


 


“obligor on the indenture securities”
means the Company.


 


All other terms used in this Indenture that are
defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rule have the meanings therein assigned
to them.


 


1.4. RULES OF CONSTRUCTION.


 


Unless the context otherwise requires:


 


(a) a term has the meaning assigned to it
herein, whether defined expressly or by reference;


 


(b) an accounting term not otherwise defined
has the meaning assigned to it in accordance with GAAP;


 


(c) “or” is not exclusive;


 


(d) words in the singular include the plural,
and in the plural include the singular;


 


(e) words used herein implying any gender
shall apply to each gender; and


 


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


 


ARTICLE 2

THE SECURITIES


 


2.1. ISSUABLE IN SERIES.


 


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


 






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2.2. ESTABLISHMENT OF TERMS OF SERIES
OF SECURITIES.


 


At or prior to the issuance of any Securities within
a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2(1) and either as to
such Securities within the Series or as to the Series generally in the case of Subsections 2.2(2) through 2.2(24)) by a
Board Resolution, a supplemental indenture or an Officers’ Certificate, in each case, pursuant to authority granted under a Board
Resolution:


 


(a) the title of the Series (which shall
distinguish the Securities of that particular Series from the Securities of any other Series);


 


(b) any limit upon the aggregate principal
amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7,
2.8, 2.11, 3.6 or 8.5);


 


(c) the price or prices (expressed as a percentage
of the principal amount thereof) at which the Securities of the Series will be issued;


 


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


 


(e) the rate or rates (which may be fixed
or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity,
commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the
date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be
payable and any regular record date for the interest payable on any Interest Payment Date;


 


(f) the place or places where the principal
of, and interest and premium, if any, on, the Securities of the Series shall be payable, or the method of such payment, if by wire
transfer, mail or other means;


 


(g) if applicable, the period or periods within
which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole
or in part, at the option of the Company;


 


(h) the obligation, if any, of the Company
to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions 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;


 


(i) the dates, if any, on which and the price
or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof, and other
detailed terms and provisions of such repurchase obligations;


 


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


 






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(k) the forms of the Securities of the Series in
bearer (if to be issued outside of the United States of America) or fully registered form (and, if in fully registered form, whether the
Securities will be issuable as Global Securities);


 


(l) if other than the principal amount thereof,
the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 6.2;


 


(m) the currency of denomination of the Securities
of the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the Euro, and, if such currency of denomination
is a composite currency other than the Euro, the agency or organization, if any, responsible for overseeing such composite currency;


 


(n) the designation of the currency, currencies
or currency units in which payment of the principal of, and interest and premium, if any, on, the Securities of the Series will be
made;


 


(o) if payments of principal of, or interest
or premium, if any, on, the Securities of the Series are to be made in one or more currencies or currency units other than that or
those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined;


 


(p) the manner in which the amounts of payment
of principal of, or interest and premium, if any, on, the Securities of the Series will be determined, if such amounts may be determined
by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial
index;


 


(q) the provisions, if any, relating to any
collateral provided for the Securities of the Series;


 


(r) any addition to or change in the covenants
set forth in Article 4 or Article 5 that applies to Securities of the Series;


 


(s) any addition to or change in the Events
of Default which applies to any Securities of the Series, and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 6.2;


 


(t) the terms and conditions, if any, for
conversion of the Securities into or exchange of the Securities for shares of common stock or preferred stock of the Company that apply
to Securities of the Series;


 


(u) any depositories, interest rate calculation
agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed
herein;


 


(v) the terms and conditions, if any, upon
which the Securities shall be subordinated in right of payment to other Indebtedness of the Company;


 


(w) if applicable, that the Securities of
the Series, in whole or any specified part, shall be defeasible pursuant to Article 9; and


 






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(x) any other terms of the Securities of the
Series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 8.1, but
which may modify or delete any provision of this Indenture insofar as it applies to such Series).


 


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


 


2.3. EXECUTION AND AUTHENTICATION.


 


The Securities shall be executed on behalf of the
Company by two Officers of the Company or an Officer and an Assistant Secretary of the Company. Each such signature may be either manual
or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form.


 


If an Officer whose signature is on a Security
no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.


 


A Security shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in
the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the
Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from
the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall
be dated the date of its authentication.


 


The aggregate principal amount of Securities of
any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the
Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided
in Section 2.8.


 


Prior to the issuance of Securities of any Series,
the Trustee shall have received and (subject to Section 7.1) shall be fully protected in relying on: (a) the Board Resolution,
supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities
within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’
Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.


 


The Trustee shall have the right to decline
to authenticate and deliver any Securities of any Series: (a) if the Trustee, being advised in writing by outside counsel,
determines that such action may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or
trustees, executive committee or a trust committee of directors and/or vice-presidents shall reasonably determine that such action
would expose the Trustee to personal liability, or cause it to have a conflict of interest with respect to Holders of any then
outstanding Series of Securities.


 






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


 


2.4. REGISTRAR AND PAYING AGENT.


 


The Company shall maintain in each Place of Payment
for any Series of Securities (i) an office or agency where such Securities may be presented for registration of transfer or
for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying
Agent”) (PROVIDED that the Company shall at all times maintain a Paying Agent in the Borough of Manhattan, City of New York, State
of New York (the “New York Paying Agent”), and PROVIDED, FURTHER, that at the option of the Company payment of interest may
be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for the Securities
maintained by the Registrar), and (iii) an office or agency where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served (“Service Agent”). The Registrar shall keep a register of the Securities and of their transfer
and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office, or to furnish the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee as set forth in Section 10.2. If the Company acts as Paying Agent, it
shall segregate the money held by it for the payment of principal of, and interest and premium, if any, on, the Securities and hold it
as a separate trust fund. The Company may change any Paying Agent, Registrar, co-registrar or any other Agent without notice to any Securityholder.


 


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


 


The Company shall enter into an appropriate
agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of
this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the
Company fails to maintain a Registrar or Paying Agent, or agent for service of notices and demands, or fails to give the foregoing
notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service
Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the
time Securities of that Series are first issued. The Company designates , as the New York Paying Agent, with offices at .


 






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2.5. PAYING AGENT TO HOLD ASSETS
IN TRUST.


 


The Trustee as Paying Agent shall, and the Company
shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, hold in trust for the benefit
of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or
interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or any
other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default
by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time may require
a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may, at any time
during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require
such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability
for such assets.


 


2.6. SECURITYHOLDER LISTS.


 


The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders of each Series of
Securities. If the Trustee is not the Registrar, the Company shall furnish to the Trustee as of each regular record date for the payment
of interest on the Securities of a Series and before each related Interest Payment Date, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders
of each Series of Securities.


 


2.7. TRANSFER AND EXCHANGE.


 


When Securities of a Series are presented
to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements
of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for
an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as
requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained
pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request.


 


If Securities are issued as Global Securities,
the provisions of Section 2.15 shall apply.


 


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


 






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


 


Any exchange or transfer shall be without charge,
except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or
8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for
a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange
or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed
portion of such Security being redeemed in part.


 


2.8. REPLACEMENT SECURITIES.


 


If a mutilated Security is surrendered to the Trustee,
or if the Holder of a Security presents evidence to the satisfaction of the Company and the Trustee that the Security has been lost, destroyed
or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security of the same Series and of
like tenor and principal amount and bearing a number not contemporaneously outstanding. An indemnity bond may be required by the Company
or the Trustee that is sufficient in the reasonable judgment of the Company or the Trustee, as the case may be, to protect the Company,
the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced. The Company may charge such Holder for
the Company’s out-of-pocket expenses in replacing a Security, including the fees and expenses of the Trustee. Every replacement
Security shall constitute an original additional obligation of the Company, whether or not the destroyed, lost or stolen Security shall
be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any
and all other Securities of that Series duly issued hereunder.


 


2.9. OUTSTANDING SECURITIES.


 


Securities outstanding at any time are all Securities
authenticated by the Trustee, except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9
as not outstanding.


 


If a Security is replaced pursuant to Section 2.8
(other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive proof
satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding
upon surrender of such Security and replacement thereof pursuant to Section 2.8.


 


If a Paying Agent holds on a Redemption Date
or the Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on
that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED,
that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and
interest on them ceases to accrue.


 






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A Security does not cease to be outstanding solely
because the Company or an Affiliate holds the Security.


 


2.10. WHEN TREASURY SECURITIES DISREGARDED;
DETERMINATION OF HOLDERS’ ACTION.


 


In determining whether the Holders of the required
aggregate principal amount of the Securities of any Series have concurred in any direction, waiver or consent, the Securities of
any Series owned by the Company or any other obligor on such Securities, or by any Affiliate of any of them, shall be disregarded,
except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities of such Series which the Trustee actually knows are so owned shall be so disregarded. Securities of such Series so
owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to the Securities of such Series and that the pledgee is not the Company or any other
obligor on the Securities of such Series, or an Affiliate of any of them.


 


2.11. TEMPORARY SECURITIES.


 


Until definitive Securities are ready for delivery,
the Company may prepare and execute, and the Trustee shall authenticate, temporary Securities. Temporary Securities shall be substantially
in the form, and shall carry all rights, of definitive Securities, but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and execute, and the Trustee shall authenticate, definitive
Securities in exchange for temporary Securities without charge to the Holder.


 


2.12. CANCELLATION.


 


All Securities surrendered for payment,
redemption or registration of transfer or exchange, or for credit against any sinking fund payment, shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee for cancellation. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold. The Registrar and the Paying Agent shall forward to
the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee or, at the direction of the Trustee,
the Registrar or the Paying Agent, and no one else, shall cancel, and at the written request of the Company shall dispose of, all
Securities surrendered for transfer, exchange, payment or cancellation. If the Company shall acquire any of the Securities, such
acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Securities unless and until
the same are surrendered to the Trustee for cancellation pursuant to this Section 2.12. No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this Section 2.12, except as expressly permitted by this
Indenture.


 






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2.13. PAYMENT OF INTEREST; DEFAULTED
INTEREST; COMPUTATION OF INTEREST.


 


Except as otherwise provided as contemplated by
Section 2.2 with respect to any Series of Securities, interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security is registered at the close of business
on the regular record date for such interest, as provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate
establishing the terms of such Series.


 


If the Company defaults in a payment of interest
on the Securities, it shall pay the defaulted amounts, plus any interest payable on defaulted amounts pursuant to Section 4.1, to
the Persons who are Securityholders on a subsequent special record date, which date shall be the 15th day next preceding the date fixed
by the Company for the payment of defaulted interest, or


 


the next succeeding Business Day if such date is
not a Business Day. At least 15 days before the special record date, the Company shall mail or cause to be mailed to each Securityholder,
with a copy to the Trustee, a notice that states the special record date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.


 


Except as otherwise specified as contemplated by
Section 2.2 for Securities of any Series, interest on the Securities of each Series shall be computed on the basis of a 360-day
year of twelve 30-day months.


 


2.14. CUSIP NUMBER.


 


The Company in issuing the Securities may use one
or more “CUSIP” numbers, and, if the Company does so, the Trustee shall use the CUSIP number(s) in notices of redemption
or exchange as a convenience to Holders, PROVIDED, that any such notice may state that no representation is made as to the correctness
or accuracy of the CUSIP number(s) printed in the notice or on the Securities, and that reliance may be placed only on the other
identification numbers printed on the Securities, and that any such redemption or exchange shall not be affected by any defect in or omission
of any such numbers.


 


2.15. PROVISIONS FOR GLOBAL SECURITIES.


 


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


 






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(b) Notwithstanding any provisions to
the contrary contained in Section 2.7 and in addition thereto, if, and only if the Depositary (i) at any time is unwilling
or unable to continue as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange Act and
(ii) a successor Depositary is not appointed by the Company within 90 days after the date the Company is so informed in writing
or becomes aware of the same, the Company promptly will execute and deliver to the Trustee definitive Securities, and the Trustee,
upon receipt of a Company Request for the authentication and delivery of such definitive Securities (which the Company will promptly
execute and deliver to the Trustee) and an Officers’ Certificate to the effect that such Global Security shall be so
exchangeable, will authenticate and deliver definitive Securities, without charge, registered in such names and in such authorized
denominations as the Depositary shall direct in writing (pursuant to instructions from its direct and indirect participants or
otherwise) in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. Upon the
exchange of a Global Security for definitive Securities, such Global Security shall be canceled by the Trustee. Unless and until it
is exchanged in whole or in part for definitive Securities, as provided in this Section 2.15(b), a Global Security may not be
transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee
of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such a successor Depositary.


 


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


 


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


 


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


 


(e) Notwithstanding the other provisions of
this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal of, and interest and premium,
if any, on, any Global Security shall be made to the Depositary or its nominee in its capacity as the Holder thereof.


 


(f) Except as provided in
Section 2.15(e) above, the Company, the Trustee and any Agent shall treat a Person as the Holder of such principal amount
of outstanding Securities of any Series represented by a Global Security as shall be specified in a written statement of the
Depositary (which may be in the form of a participants’ list for such Series) with respect to such Global Security, for
purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this
Indenture, PROVIDED, that until the Trustee is so provided with a written statement, it may treat the Depositary or any other Person
in whose name a Global Security is registered as the owner of such Global Security for the purpose of receiving payment of the
principal of, and any premium and (subject to Section 2.13) any interest on, such Global Security and for all other purposes
whatsoever, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the
contrary.


 






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2.16. PERSONS DEEMED OWNERS.


 


Prior to due presentment of a Security for registration
of transfer, the Company, the Trustee, the Registrar and any agent of the Company, the Registrar or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the purpose of receiving payment of the principal of, and any
premium and (subject to Section 2.13) any interest on, such Security and for all other purposes whatsoever, and none of the Company,
the Trustee, the Registrar or any agent of the Company, the Trustee or the Registrar shall be affected by notice to the contrary.


 


ARTICLE 3

REDEMPTION


 


3.1. NOTICES TO TRUSTEE.


 


The Company may, with respect to any Series of
Securities, reserve the right to redeem and pay the Series of Securities, or may covenant to redeem and pay the Series of Securities
or any part thereof, prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities or the related
Board Resolution, supplemental indenture or Officers’ Certificate. If a Series of Securities is redeemable and the Company
elects to redeem all or part of such Series of Securities, it shall notify the Trustee of the Redemption Date and the principal amount
of Securities to be redeemed at least 45 days (unless a shorter notice shall be satisfactory to the Trustee) before the Redemption Date.
Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder, and shall thereby be void and
of no effect.


 


3.2. SELECTION BY TRUSTEE OF SECURITIES
TO BE REDEEMED.


 


Unless otherwise indicated for a particular Series of
Securities by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if fewer than all of the Securities of a
Series are to be redeemed, the Trustee shall select the Securities of a Series to be redeemed pro rata, by lot or by any other
method that the Trustee considers fair and appropriate (unless the Company specifically directs the Trustee otherwise) and, if such Securities
are listed on any securities exchange, by a method that complies with the requirements of such exchange.


 


The Trustee shall make the selection from
Securities of a Series outstanding and not previously called for redemption, and shall promptly notify the Company in writing
of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount
thereof to be redeemed at least 35 but not more than 60 days before the Redemption Date. Securities of a Series in
denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions of the principal of Securities
of a Series that have denominations larger than $1,000. Securities of a Series and portions of them it selects shall be in
amounts of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2(j),
the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply
to Securities called for redemption also apply to portions of Securities called for redemption.


 






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3.3. NOTICE OF REDEMPTION.


 


Unless otherwise indicated for a particular Series by
Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days, and no more than 60 days, before
a Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Securities
to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar. The notice shall identify
the Securities to be redeemed and shall state:


 


(a) the Redemption Date;


 


(b) the redemption price, and that such redemption
price shall become due and payable on the Redemption Date;


 


(c) if any Security of a Series is being
redeemed in part, the portion of the principal amount of such Security of a Series to be redeemed and that, after the Redemption
Date and upon surrender of such Security of a Series, a new Security or Securities in principal amount equal to the unredeemed portion
will be issued;


 


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


 


(e) that Securities of a Series called
for redemption must be surrendered to the Paying Agent to collect the redemption price, and the place or places where each such Security
is to be surrendered for such payment;


 


(f) that, unless the Company defaults in making
the redemption payment, interest on the Securities of a Series called for redemption ceases to accrue on the Redemption Date, and
the only remaining right of the Holders of such Securities is to receive payment of the redemption price upon surrender to the Paying
Agent of the Securities redeemed;


 


(g) if fewer than all of the Securities of
a Series are to be redeemed, the identification of the particular Securities of a Series (or portion thereof) to be redeemed,
as well as the aggregate principal amount of Securities of a Series to be redeemed and the aggregate principal amount of Securities
of a Series to be outstanding after such partial redemption.


 


(h) the CUSIP number, if any, printed on the
Securities being redeemed; and


 


(i) that no representation is made as to the
correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.


 


At the Company’s request, the Trustee shall
give the notice of redemption in the Company’s name and at the Company’s sole expense.


 






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3.4. EFFECT OF NOTICE OF REDEMPTION.


 


Once the notice of redemption described in Section 3.3
is mailed, Securities of a Series called for redemption become due and payable on the Redemption Date and at the redemption price,
plus interest, if any, accrued to the Redemption Date. Upon surrender to the Trustee or Paying Agent, such Securities of a Series shall
be paid at the redemption price, plus accrued interest, if any, to the Redemption Date; PROVIDED, that if the Redemption Date is after
a regular interest payment record date and on or prior to the next Interest Payment Date, the accrued interest shall be payable to the
Holder of the redeemed Securities registered on the relevant record date, as specified by the Company in the notice to the Trustee pursuant
to Section 3.1.


 


3.5. DEPOSIT OF REDEMPTION PRICE.


 


On or prior to the Redemption Date (but no later
than 11:00 A.M. Eastern Time on such date), the Company shall deposit with the Paying Agent money sufficient to pay the redemption
price of and accrued interest, if any, on all Securities to be redeemed on that date other than Securities or portions thereof called
for redemption on that date which have been delivered by the Company to the Trustee for cancellation.


 


On and after any Redemption Date, if money sufficient
to pay the redemption price of, and accrued interest on, Securities called for redemption shall have been made available in accordance
with the preceding paragraph and the Company and the Paying Agent are not prohibited from paying such moneys to Holders, the Securities
called for redemption will cease to accrue interest and the only right of the Holders of such Securities will be to receive payment of
the redemption price of and, subject to the proviso in Section 3.4, accrued and unpaid interest on such Securities to the Redemption
Date. If any Security called for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption
payment is made, on the unpaid principal of the Security and any interest or premium, if any, not paid on such unpaid principal, in each
case, at the rate and in the manner provided in the Securities.


 


3.6. SECURITIES REDEEMED IN PART.


 


Upon surrender of a Security of a Series that
is redeemed in part, the Company shall execute, and the Trustee shall authenticate, for a Holder a new Security of the same Series equal
in principal amount to the unredeemed portion of the Security surrendered.


 


ARTICLE 4

COVENANTS


 


4.1. PAYMENT OF SECURITIES.


 


The Company shall pay the principal of, and interest
and premium, if any, on, each Series of Securities on the dates and in the manner provided in such Securities and this Indenture.


 


An installment of principal or interest shall
be considered paid on the date it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to
pay such installment and is not prohibited from paying such money to the Holders
pursuant to the terms of this Indenture or otherwise.


 






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The Company shall pay interest on overdue principal,
and overdue interest, to the extent lawful, at the rate specified in the Series of Securities.


 


4.2. SEC REPORTS.


 


The Company will deliver to the Trustee within
15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other
reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; PROVIDED,
HOWEVER, that each such report or document will be deemed to be so delivered to the Trustee if the Company files such report or document
with the SEC through the SEC’s EDGAR database no later than the time such report or document is required to be filed with the SEC
pursuant to the Exchange Act. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, the Company will file with the SEC, to the extent permitted, and provide the Trustee with, such quarterly
and annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. The
Company will also comply with the other provisions of TIA Section 314(a).


 


4.3. WAIVER OF STAY, EXTENSION OR
USURY LAWS.


 


The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension, usury or other law which would prohibit or forgive the Company from paying all or any
portion of the principal of, and/or interest and premium, if any, on, the Securities as contemplated herein, wherever enacted, now or
at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and the Company hereby expressly
waives (to the extent that they may lawfully do so) all benefit or advantage of any such law, and covenants that it will not hinder, delay
or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


 


4.4. COMPLIANCE CERTIFICATE.


 


(a) The Company shall deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate which complies with TIA Section 314(a)(4) stating
that a review of the activities of the Company and its Subsidiaries during such fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and that there is no default in the performance
or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take
with respect thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of, or interest or premium, if any, on, the Securities is
prohibited, or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect
thereto.


 






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(b) (1) If any Default or Event of Default
has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under
this Indenture or the Securities, within five Business Days after the Company becoming aware of such occurrence the Company shall deliver
to the Trustee an Officers’ Certificate specifying such event, notice or other action and what action the Company is taking or proposes
to take with respect thereto.


 


4.5. CORPORATE EXISTENCE.


 


Subject to Article 5, the Company shall do
or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, in accordance with the
organizational documents (as the same may be amended from time to time) of the Company and the rights (charter and statutory), licenses
and franchises of the Company; PROVIDED, HOWEVER, that the Company shall not be required to preserve any such right, license or franchise,
or its corporate existence, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and that the loss thereof is not adverse in any material respect to the Holders.


 


ARTICLE 5

SUCCESSOR CORPORATION


 


5.1. LIMITATION ON CONSOLIDATION,
MERGER AND SALE OF ASSETS.


 


(a) The Company will not, in any transaction
or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related
transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction
or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or
(B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company
are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized
and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable
legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered
to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation,
the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants)
under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and
(ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including,
without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such
transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.


 






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(b) In connection with any consolidation,
merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered, to the Trustee,
in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1, and that
all conditions precedent herein provided for relating to such transaction or transactions have been complied with.


 


5.2. SUCCESSOR PERSON SUBSTITUTED.


 


Upon any consolidation, merger or transfer of all
or substantially all of the assets of the Company in accordance with Section 5.1 above, the successor corporation formed by such
consolidation, or into which the Company is merged or to which such transfer is made, shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named
as the Company herein, and thereafter (except with respect to any such transfer which is a lease) the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the Securities.


 


ARTICLE 6

DEFAULTS AND REMEDIES


 


6.1. EVENTS OF DEFAULT.


 


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


 


(a) there is a default in the payment of any
principal of, or premium, if any, on, the Securities when the same becomes due and payable at Maturity, upon acceleration, redemption
or otherwise;


 


(b) there is a default in the payment of any
interest on any Security of a Series when the same becomes due and payable, and the Default continues for a period of 30 days;


 


(c) the Company defaults in the observance
or performance of any other covenant in the Securities of a Series or in this Indenture for 60 days after written notice from the
Trustee or the Holders of not less than 25% in the aggregate principal amount of the Securities of such Series then outstanding,
which notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default”;


 


(d) the Company or any Significant Subsidiary
pursuant to or within the meaning of any Bankruptcy Law:


 


(1) commences a voluntary case,


 






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


 


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


 


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


 


(5) generally is not paying its debts as they
become due;


 


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


 


(1) is for relief against the Company or any
Significant Subsidiary in an involuntary case;


 


(2) appoints a Custodian of the Company or any
Significant Subsidiary, or for all or substantially all of the property of the Company or any Significant Subsidiary; or


 


(3) orders the liquidation of the Company or
any Significant Subsidiary, and the order or decree remains unstayed and in effect for 90 consecutive days; or


 


(f) any other Event of Default provided with
respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, in accordance with Section 2.2(s).


 


The term “Bankruptcy Law” means Title
11, U.S. Code, or any similar federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.


 


The Trustee may withhold notice of any Default
(except in the payment of the principal of, or interest or premium, if any, on, the Securities) to the Holders of the Securities of any
Series in accordance with Section 7.5. When a Default is cured, it ceases to exist.


 


6.2. ACCELERATION.


 


If an Event of Default with respect to Securities
of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(d)(4) or 6.1(d)(5)) occurs
and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of
the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal
amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately
due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration
but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal
amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all
existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely
because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict
with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an
Event of Default specified in Section 6.1(d)(4)or 6.1(d)(5) with respect to the Company occurs, such principal, premium, if
any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately without any declaration
or other act on the part of the Trustee or the Holders of the Securities of that Series.


 






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6.3. REMEDIES.


 


If an Event of Default with respect to Securities
of any Series at the time outstanding occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law
or in equity to collect the payment of the principal of, or interest and premium, if any, on, the Securities of that Series, or to enforce
the performance of any provision of the Securities of that Series or this Indenture.


 


The Trustee may maintain a proceeding even if it
does not possess any of the Securities of that Series or does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies
are cumulative to the extent permitted by law.


 


6.4. WAIVER OF PAST DEFAULTS AND
EVENTS OF DEFAULT.


 


Subject to Sections 6.2, 6.7 and 8.2, the Holders
of a majority in principal amount of the Securities of any Series then outstanding have the right to waive any existing Default or
Event of Default with respect to such Series or compliance with any provision of this Indenture (with respect to such Series) or
the Securities of such Series. Upon any such waiver, such Default with respect to such Series shall cease to exist, and any Event
of Default with respect to such Series arising therefrom shall be deemed to have been cured for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. This Section 6.4
shall be in lieu of TIA Section 316(a)(1)(B), and TIA Section 316(a)(1)(B) is hereby expressly excluded from this Indenture
and Section as permitted by the TIA.


 


6.5. CONTROL BY MAJORITY.


 


Subject to Sections 6.2, 6.7 and 8.2, the Holders
of a majority in principal amount of the Securities of any Series then outstanding may 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 by this Indenture with
respect to such Series. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture, or that the
Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may involve the Trustee in personal liability;
PROVIDED, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. This
Section 6.5 shall be in lieu of TIA Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is
hereby expressly excluded from this Indenture and Section as permitted by the TIA.


 






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6.6. LIMITATION ON SUITS.


 


Subject to Section 6.7, a Securityholder may
not institute any proceeding or pursue any remedy with respect to this Indenture or the Securities of a Series unless:


 


(a) the Holder gives to the Trustee written
notice of a continuing Event of Default with respect to the Securities of that Series;


 


(b) the Holders of at least 25% in aggregate
principal amount of the Securities of such Series then outstanding make a written request to the Trustee to pursue the remedy;


 


(c) such Holder or Holders offer to the Trustee
indemnity reasonably satisfactory to the Trustee against any loss, liability or expense to be incurred in compliance with such request;


 


(d) the Trustee does not comply with the request
within 60 days after receipt of the request and the offer of indemnity; and


 


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


 


A Securityholder may not use this Indenture to
prejudice the rights of another Securityholder, or to obtain a preference or priority over another Securityholder.


 


6.7. RIGHTS OF HOLDERS TO RECEIVE
PAYMENT.


 


Notwithstanding any other provision of this Indenture,
the right of any Holder of a Security of a Series to receive payment of the principal of, and interest and premium, if any, on, the
Security of such Series on or after the respective due dates expressed in the Security of such Series, or to bring suit for the enforcement
of any such payment on or after such respective dates, is absolute and unconditional, and shall not be impaired or affected without the
consent of the Holder.


 


6.8. COLLECTION SUIT BY TRUSTEE.


 


If an Event of Default in payment of principal,
interest or premium, if any, specified in Section 6.1(d)(1) or 6.1(d)(2)with respect to Securities of any Series at the
time outstanding occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against
the Company (or any other obligor on the Securities of that Series) for the whole amount of unpaid principal and premium, if any, and
accrued interest remaining unpaid, together with interest on overdue principal and premium, if any, and, to the extent that payment of
such interest is lawful, interest on overdue installments of interest, in each case at the rate then borne by the Securities of that Series,
and such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, as set forth in Section 7.7.


 






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6.9. TRUSTEE MAY FILE PROOFS
OF CLAIM.


 


The Trustee may file such proofs of claim and other
papers or documents, and take other actions (including sitting on a committee of creditors), as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor on the
Securities), any of their respective creditors or any of their respective property, and the Trustee shall be entitled and empowered to
collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after deduction
of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings, and
any custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.


 


Nothing herein contained 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 a 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 proceedings.


 


6.10. PRIORITIES.


 


If the Trustee collects any money pursuant to this
Article 6, it shall pay out the money in the following order:


 


FIRST: to the Trustee for amounts due under Section 7.7;


 


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


 


THIRD: to the Company.


 


The Trustee may fix a record date and payment date
for any payment to Securityholders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall mail
to each Securityholder a notice that states the record date, the payment date and amount to be paid.


 






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6.11. UNDERTAKING FOR COSTS.


 


In any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims
or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.7 or a suit by Holders of more than 10% in principal amount of the Securities of a Series then outstanding.


 


ARTICLE 7

TRUSTEE


 


7.1. DUTIES OF TRUSTEE.


 


(a) If an Event of Default has occurred and
is continuing, the Trustee shall exercise 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 same circumstances in the conduct of his own affairs.


 


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


 


(1) The Trustee need perform only those duties
that are specifically set forth in this Indenture, and no covenants or obligations shall be implied in this Indenture against the Trustee.


 


(2) In the absence of bad faith on its part,
the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the requirements of this Indenture, but, in the case of any such certificates or
opinions which 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.


 


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


 


(1) This paragraph does not limit the effect
of paragraph 7.1(b) of this Section 7.1.


 


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


 


(3) The Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 6.2 and 6.5.


 


(d) No provision of this Indenture shall require
the Trustee to expend or risk its own funds, or otherwise incur any financial liability, in the performance of any of its rights or powers
if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk
or liability is not reasonably assured to it.


 






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(e) Whether or not therein expressly so provided,
paragraph (a), (b), (c) and (d) of this Section 7.1 shall govern every provision of this Indenture that in any way relates
to the Trustee.


 


(f) The Trustee and Paying Agent shall not
be liable for interest on any money received by either of them, except as the Trustee and Paying Agent may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.


 


(g) The Paying Agent, the Registrar and any
authenticating agent shall be entitled to the protections, immunities and standard of care set forth in paragraphs (a), (b), (c), (d) and
(f) of this Section 7.1 and in Section 7.2 with respect to the Trustee.


 


7.2. RIGHTS OF TRUSTEE.


 


(a) Subject to Section 7.1:


 


(1) The Trustee may rely on, and shall be protected
in acting or refraining from acting upon, any document reasonably believed by it to be genuine and to have been signed or presented by
the proper Person. The Trustee need not investigate any fact or matter stated in the document.


 


(2) Before the Trustee acts or refrains from
acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5.
The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate
or opinion.


 


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


 


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


 


(5) The Trustee may consult with counsel reasonably
acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to matters of law shall be
full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.


 


(6) 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 Holders pursuant
to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby.


 


(7) The Trustee shall not be deemed to have
knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter is known to
a Responsible Officer of the Trustee.


 






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(8) Unless otherwise expressly provided herein
or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee
shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to
make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports, information
and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (except as set forth in Section 4.4).


 


7.3. INDIVIDUAL RIGHTS OF TRUSTEE.


 


The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities, and may make loans to, accept deposits from, perform services for or otherwise deal with
the Company, or any Affiliate thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same with like
rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11.


 


7.4. TRUSTEE’S DISCLAIMER.


 


The Trustee makes no representation as to the validity
or adequacy of this Indenture or the Securities (except that the Trustee represents that it is duly authorized to execute and deliver
this Indenture and authenticate the Securities and perform its obligations hereunder), and the Trustee shall not be accountable for the
Company’s use of the proceeds from the sale of Securities or any money paid to the Company pursuant to the terms of this Indenture,
and the Trustee shall not be responsible for any statement in the Securities other than its certificates of authentication.


 


7.5. NOTICE OF DEFAULT.


 


If a Default or an Event of Default occurs and
is continuing with respect to the Securities of any Series, and if it is known to the Trustee, the Trustee shall mail to each Securityholder
of the Securities of that Series notice of the Default or the Event of Default, as the case may be, within 90 days after it occurs
or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default (except if such Default or
Event of Default has been validly cured or waived before the giving of such notice). Except in the case of a Default or an Event of Default
in payment of the principal of, or interest or premium, if any, on, any Security of any Series, the Trustee may withhold the notice if
and so long as the Board of Directors of the Trustee, the executive committee or any trust committee of such board and/or its Responsible
Officers in good faith determine(s) that withholding the notice is in the interests of the Securityholders of that Series.


 


7.6. REPORTS BY TRUSTEE TO HOLDERS.


 


If and to the extent required by the TIA, within
60 days after April 1 of each year, commencing the April 1 following the date of this Indenture, the Trustee shall mail to each
Securityholder a brief report dated as of such April 1 that complies with TIA Section 313(a). The Trustee also shall comply
with TIA Sections 313(b) and 313(c).


 






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A copy of each report at the time of its mailing
to Securityholders shall be filed with the SEC and any stock exchange on which the Securities of that Series are listed. The Company
shall promptly notify the Trustee when the Securities of any Series are listed on any stock exchange or any delisting thereof, and
the Trustee shall comply with TIA Section 313(d).


 


7.7. COMPENSATION AND INDEMNITY.


 


The Company shall pay to the Trustee from time
to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any provision of law on compensation
of a trustee of an express trust. The Company shall reimburse the Trustee within 45 days after receipt of request for all reasonable out-of-pocket
disbursements and expenses incurred or made by it in connection with its duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.


 


The Company shall indemnify the Trustee for, and
hold it harmless against, any and all loss or liability incurred by it in connection with the acceptance or performance of its duties
under this Indenture including the reasonable costs and expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity.


 


The failure by the Trustee to so notify the Company
shall not however relieve the Company of its obligations. Notwithstanding the foregoing, the Company need not reimburse the Trustee for
any expense or indemnify it against any loss or liability incurred by the Trustee through its negligence or bad faith. To secure the payment
obligations of the Company in this Section 7.7, the Trustee shall have a Lien prior to the Securities of any Series on all money
or property held or collected by the Trustee except such money or property held in trust to pay the principal of, interest and premium,
if any, on particular Securities of that Series.


 


When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.1(d)(4)or 6.1(d)(5) occurs, the expenses and the compensation for the services
are intended to constitute expenses of administration under any Bankruptcy Law.


 


For purposes of this Section 7.7, the term
 “Trustee” shall include any trustee appointed pursuant to this Article 7.


 


7.8. REPLACEMENT OF TRUSTEE.


 


The Trustee may resign with respect to the Securities
of one or more Series by so notifying the Company in writing at least 90 days in advance of such resignation.


 


The Holders of a majority in principal amount of
the outstanding Securities of any Series may remove the Trustee with respect to that Series by notifying the removed Trustee
in writing and may appoint a successor Trustee with respect to that Series with the consent of the Company, which consent shall not
be unreasonably withheld. The Company may remove the Trustee with respect to that Series at its election if:


 


(a) the Trustee fails to comply with, or ceases
to be eligible under, Section 7.10;


 






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(b) the Trustee is adjudged a bankrupt or
an insolvent, or an order for relief is entered with respect to the Trustee, under any Bankruptcy Law;


 


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


 


(d) the Trustee otherwise becomes incapable
of acting.


 


If the Trustee resigns or is removed, or if a vacancy
exists in the office of Trustee, with respect to any Series of Securities for any reason, the Company shall promptly appoint, by
Board Resolution, a successor Trustee.


 


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


 


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


 


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Immediately following such delivery, (i) the retiring Trustee with
respect to one or more Series shall, subject to its rights under Section 7.7, transfer all property held by it as Trustee with
respect to such Series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective
and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and duties of the Trustee under
this Indenture. A successor Trustee with respect to the Securities of one or more Series shall mail notice of its succession to each
Securityholder of such Series.


 


7.9. SUCCESSOR TRUSTEE BY CONSOLIDATION,
MERGER OR CONVERSION.


 


If the Trustee, or any Agent, consolidates with,
merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10,
the successor corporation without any further act shall be the successor Trustee or Agent, as the case may be.


 


7.10. ELIGIBILITY; DISQUALIFICATION.


 


This Indenture shall always have a Trustee who
satisfies the requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The Trustee (or in the case of a Trustee
that is a Person included in a bank holding company system, the related bank holding company) shall have a combined capital and surplus
of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b),
including the provision in Section 310(b)(1). In addition, if the Trustee is a Person included in a bank holding company system,
the Trustee, independently of such bank holding company, shall meet the capital requirements of TIA Section 310(a)(2). If at any
time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.10,
it shall resign immediately in the manner and with the effect specified in this Article 7.


 






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7.11. PREFERENTIAL COLLECTION OF
CLAIMS AGAINST COMPANY.


 


The Trustee shall comply with TIA Section 311(a),
excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to
TIA Section 311(a) to the extent indicated therein.


 


7.12. PAYING AGENTS.


 


The Company shall cause each Paying Agent other
than the Trustee to execute and deliver to it and the Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 7.12:


 


(a) that it will hold all sums held by it
as agent for the payment of the principal of, or interest or premium, if any, on, the Securities (whether such sums have been paid to
it by the Company or by any obligor on the Securities) in trust for the benefit of Holders of the Securities or the Trustee;


 


(b) that it will at any time during the continuance
of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it together with a
full accounting thereof; and


 


(c) that it will give the Trustee written
notice within three Business Days after any failure of the Company (or by any obligor on the Securities) in the payment of any installment
of the principal of, or interest or premium, if any, on, the Securities when the same shall be due and payable.


 


ARTICLE 8

AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


8.1. WITHOUT CONSENT OF HOLDERS.


 


The Company, when authorized by a Board Resolution,
and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without notice to or consent of any
Securityholder:


 


(a) to comply with Section 5.1;


 


(b) to provide for certificated Securities
in addition to uncertificated Securities;


 


(c) to comply with any requirements of the
SEC under the TIA;


 


(d) to cure any ambiguity, defect or inconsistency,
or to make any other change herein or in the Securities that does not materially and adversely affect the rights of any Securityholder;


 






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


 


(f) to evidence and provide for the acceptance
of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series, and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than
one Trustee.


 


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


 


8.2. WITH CONSENT OF HOLDERS.


 


(a) The Company, when authorized by a Board
Resolution, and the Trustee may amend or supplement this Indenture or the Securities of one or more Series with the written consent
of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of such Series affected by
such amendment or supplement without notice to any Securityholder. The Holders of not less than a majority in aggregate principal amount
of the outstanding Securities of each such Series affected by such amendment or supplement may waive compliance by the Company in
a particular instance with any provision of this Indenture or the Securities of such Series without notice to any Securityholder.
Subject to Section 8.4, without the consent of each Securityholder affected, however, an amendment, supplement or waiver may not:


 


(1) reduce the amount of Securities whose Holders
must consent to an amendment, supplement or waiver to this Indenture or the Securities;


 


(2) reduce the rate of, or change the time for
payment of, interest on any Security;


 


(3) reduce the principal, or change the Stated
Maturity, of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;


 


(4) make any Security payable in money other
than that stated in the Security;


 


(5) change the amount or time of any payment
required by the Securities, or reduce the premium payable upon any redemption of the Securities, or change the time before which no such
redemption may be made;


 


(6) waive a Default or Event of Default in the
payment of the principal of, or interest or premium, if any, on, any Security (except a rescission of acceleration of the Securities of
any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver
of the payment default that resulted from such acceleration);


 






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(7) waive a redemption payment with respect
to any Security, or change any of the provisions with respect to the redemption of any Securities;


 


(8) make any changes in Section 6.6 or
this Section 8.2, except to increase any percentage of Securities the Holders of which must consent to any matter; or


 


(9) take any other action otherwise prohibited
by this Indenture to be taken without the consent of each Holder affected thereby.


 


(b) Upon the request of the Company, accompanied
by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably
satisfactory to the Trustee of the consent of the Securityholders as aforesaid and of the documents described in Section 8.6, 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, in which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.


 


(c) It shall not be necessary for the consent
of the Holders under this section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient
if such consent approves the substance thereof.


 


After an amendment or supplement under this Section becomes
effective, the Company shall mail to Securityholders a notice briefly describing the amendment or supplement. Any failure of the Company
to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture.


 


8.3. COMPLIANCE WITH TRUST INDENTURE
ACT.


 


Every amendment to, or supplement of, this Indenture
or the Securities shall comply with the TIA as then in effect.


 


8.4. REVOCATION AND EFFECT OF CONSENTS.


 


Until an amendment, supplement, waiver or other
action becomes effective, a consent to it by a Holder of a Security is a continuing consent conclusive and binding upon such Holder and
every subsequent Holder of the same Security or portion thereof, and of any Security issued upon the transfer thereof or in exchange therefor
or in place thereof, even if notation of the consent is not made on any such Security. Any such Holder or subsequent Holder, however,
may revoke the consent as to his Security or portion of a Security, if the Trustee receives the notice of revocation before the date the
amendment, supplement, waiver or other action becomes effective.


 


The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which record
date shall be at least 30 days prior to the first solicitation of such consent. If a record date is fixed, then, notwithstanding the preceding
paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled
to consent to such amendment, supplement or waiver, or to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record date.


 






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After an amendment, supplement, waiver or other
action becomes effective, it shall bind every Securityholder, unless it makes a change described in any of clauses (1) through (9) of
Section 8.2. In that case, the amendment, supplement, waiver or other action shall bind each Holder of a Security who has consented
to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s
Security; PROVIDED, that any such waiver shall not impair or affect the right of any Holder to receive payment of the principal of, and
interest and premium, if any, on, a Security, on or after the respective due dates expressed in such Security, or to bring suit for the
enforcement of any such payment on or after such respective dates without the consent of such Holder.


 


8.5. NOTATION ON OR EXCHANGE OF SECURITIES.


 


If an amendment, supplement or waiver changes the
terms of a Security of any Series, the Trustee may request the Holder of such Security to deliver it to the Trustee. In such case, the
Trustee shall place an appropriate notation on such Security about the changed terms and return it to the Holder. Alternatively, the Company,
in exchange for such Security, may issue, and the Trustee shall authenticate, a new security that reflects the changed terms. Failure
to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement or waiver.


 


8.6. TRUSTEE TO SIGN AMENDMENTS, ETC.


 


The Trustee shall sign any amendment, supplement
or waiver authorized pursuant to this Article 8 if the amendment, supplement or waiver does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment,
supplement or waiver the Trustee shall be entitled to receive and, subject to Section 7.1, shall be fully protected in relying upon
an Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted
by this Indenture. The Company may not sign an amendment or supplement until the Board of Directors of the Company approves it.


 


ARTICLE 9

DISCHARGE OF INDENTURE; DEFEASANCE


 


9.1. DISCHARGE OF INDENTURE.


 


The Company may terminate its obligations under
the Securities of any Series and this Indenture with respect to such Series, except the obligations referred to in the last paragraph
of this Section 9.1, if there shall have been canceled by the Trustee, or delivered to the Trustee for cancellation, all Securities
of such Series theretofore authenticated and delivered (other than any Securities of such Series that are asserted to have been
destroyed, lost or stolen and that shall have been replaced as provided in Section 2.8) and the Company has paid all sums payable
by it hereunder or deposited all required sums with the Trustee.


 






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After such delivery the Trustee upon request shall
acknowledge in a writing prepared by or on behalf of the Company the discharge of the Company’s obligations under the Securities
of such Series and this Indenture, except for those surviving obligations specified below.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company in Sections 7.7, 9.5 and 9.6 shall survive.


 


9.2. LEGAL DEFEASANCE.


 


The Company may at its option, by Board Resolution,
be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in
Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and
to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall, subject to Section 9.6, execute proper instruments acknowledging the same, as are
delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 and
as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities
of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under
Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including
claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to compliance
with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding
the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.


 


9.3. COVENANT DEFEASANCE.


 


At the option of the Company, pursuant to a Board
Resolution, the Company shall be released from its obligations with respect to the outstanding Securities of any Series under Sections
4.2 through 4.5, inclusive, and Section 5.1, with respect to the outstanding Securities of such Series, on and after the date the
conditions set forth in Section 9.4 are satisfied (hereinafter, “Covenant Defeasance”). For this purpose, such Covenant
Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such specified section or portion thereof, whether directly or indirectly by reason of any reference elsewhere herein
to any such specified Section or portion thereof or by reason of any reference in any such specified section or portion thereof to
any other provision herein or in any other document, but the remainder of this Indenture and the Securities of any Series shall be
unaffected thereby.


 






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9.4. CONDITIONS TO LEGAL DEFEASANCE
OR COVENANT DEFEASANCE.


 


The following shall be the conditions to application
of Section 9.2 or Section 9.3 to the outstanding Securities of a Series:


 


(a) the Company shall irrevocably have deposited
or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply
with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S.
Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) 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 and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the Stated
Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and premium,
if any, selected in accordance with the terms of this Indenture and of the Securities of such Series;


 


(b) no Event of Default or Default with respect
to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be
continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following
the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified
in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall not be deemed satisfied
until the expiration of such period);


 


(c) such Legal Defeasance or Covenant Defeasance
shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company;


 


(d) such Legal Defeasance or Covenant Defeasance
shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which the Company is a
party or by which it is bound;


 


(e) the Company shall have delivered to the
Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee
will be required to register as an investment company under the Investment Company Act of 1940, as amended;


 


(f) in the case of an election under Section 9.2,
the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling to the effect that or (ii) there has been a change in any applicable Federal
income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or
Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance
and will be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same
times as would have been the case if such Legal Defeasance had not occurred;


 






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(g) in the case of an election under Section 9.3,
the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of
such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance, and
will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;


 


(h) the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Article 9
relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be)
have been complied with;


 


(i) the Company shall have delivered to the
Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with the intent of defeating,
hindering, delaying or defrauding any creditors of the Company or others; and


 


(j) the Company shall have paid, or duly provided
for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.


 


9.5. DEPOSITED MONEY AND U.S. AND
FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.


 


All money, U.S. Government Obligations and Foreign
Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.4 in respect of the outstanding
Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture,
to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Securities, of all sums
due and to become due thereon in respect of principal, accrued interest and premium, if any, but such money need not be segregated from
other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations and Foreign Government Obligations
deposited pursuant to Section 9.4 or the principal, interest and premium, if any, received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities.


 


Anything in this Article 9 to the contrary
notwithstanding, but subject to payment of any of its outstanding fees and expenses, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money, U.S. Government Obligations or Foreign Government Obligations held by the Trustee as provided
in Section 9.4 which, in the opinion of a nationally-recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.


 






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9.6. REINSTATEMENT.


 


If the Trustee or Paying Agent is unable to apply
any money, U.S. Government Obligations or Foreign Government Obligations in accordance with Section 9.1, 9.2, 9.3 or 9.4 by reason
of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated
as though no deposit had occurred pursuant to this Article 9 until such time as the Trustee or Paying Agent is permitted to apply
all such money, U.S. Government Obligations or Foreign Government Obligations, as the case may be, in accordance with Section 9.1,
9.2, 9.3 or 9.4; PROVIDED, HOWEVER, that if the Company has made any payment of principal of, or accrued interest or premium, if any,
on, any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the money, U.S. Government Obligations or Foreign Government Obligations held by the Trustee or
Paying Agent.


 


9.7. MONEYS HELD BY PAYING AGENT.


 


In connection with the satisfaction and discharge
of this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon demand of the Company,
be paid to the Trustee, or, if sufficient moneys have been deposited pursuant to Section 9.1, to the Company, and thereupon such
Paying Agent shall be released from all further liability with respect to such moneys.


 


9.8. MONEYS HELD BY TRUSTEE.


 


Any moneys deposited with the Trustee or any Paying
Agent or then held by the Company in trust for the payment of the principal of, or interest or premium, if any, on, any Security that
are not applied but remain unclaimed by the Holder of such Security for two years after the date upon which the principal of, or interest
or premium, if any, on, such Security shall have respectively become due and payable shall be repaid to the Company upon Company Request,
or if such moneys are then held by the Company in trust, such moneys shall be released from such trust; and the Holder of such Security
entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company for the payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; PROVIDED, HOWEVER, that
the Trustee or any such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, either mail
to each Securityholder affected, at the address shown in the register of the Securities maintained by the Registrar, or cause to be published
once a week for two successive weeks, in a newspaper published in the English language, customarily published each Business Day and of
general circulation in the City of New York, New York, a notice that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys then remaining
will be repaid to the Company. After payment to the Company or the release of any money held in trust by the Company, Securityholders
entitled to the money must look only to the Company for payment as general creditors, unless applicable abandoned property law designates
another Person.


 






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ARTICLE 10

MISCELLANEOUS


 


10.1. TRUST INDENTURE ACT CONTROLS.


 


If any provision of this Indenture limits, qualifies
or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.
If any provision of this Indenture modifies or excludes any provision of the TIA which may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 


10.2. NOTICES.


 


Any notice or communication shall be given in writing
and delivered in Person, sent by facsimile (and receipt confirmed by telephone or electronic transmission report), delivered by commercial
courier service or mailed by first-class mail, postage prepaid, addressed as follows:


 


If to the Company:


Zynerba Pharmaceuticals, Inc.

80 W. Lancaster Avenue, Suite 300

Devon, PA 19333

Attention: Chief Financial Officer


 


Copy to:


Troutman Pepper Hamilton Sanders LLP

3000 Two Logan Square


Eighteenth and Arch Streets

Philadelphia, PA 19103

Fax: 215-981-4750

Attention: Rachel M. Bushey, Esq.


 


If to the Trustee:


[ ]


 


The Company or the Trustee by written notice to
the other may designate additional or different addresses for subsequent notices or communications. Any notice or communication to the
Company or the Trustee shall be deemed to have been given or made as of the date so delivered if personally delivered; when receipt is
confirmed by telephone or electronic transmission report, if sent by facsimile; and three Business Days after mailing if sent by registered
or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received
by the addressee).


 


Any notice or communication mailed to a Securityholder
shall be mailed to such Securityholder by first-class mail, postage prepaid, at such Securityholder’s address shown on the register
kept by the Registrar.


 






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Failure to mail, or any defect in, a notice or
communication to a Securityholder shall not affect its sufficiency with respect to other Securityholders. If a notice or communication
to a Securityholder is mailed in the manner provided above, it shall be deemed duly given, three Business Days after such mailing, whether
or not the addressee receives it.


 


In case by reason of the suspension of regular
mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method
of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.


 


In the case of Global Securities, notices or communications
to be given to Securityholders shall be given to the Depositary, in accordance with its applicable policies as in effect from time to
time.


 


In addition to the manner provided for in the foregoing
provisions, notices or communications to Securityholders shall be given by the Company by release made to Reuters Economic Services and
Bloomberg Business News.


 


10.3. COMMUNICATIONS BY HOLDERS WITH
OTHER HOLDERS.


 


Securityholders of any Series may communicate
pursuant to TIA Section 312(b) with other Securityholders of that Series or any other Series with respect to their
rights under this Indenture or the Securities of that Series or any other Series. The Company, the Trustee, the Registrar and any
other Person shall have the protection of TIA Section 312(c).


 


10.4. CERTIFICATE AND OPINION AS
TO CONDITIONS PRECEDENT.


 


Upon any request or application by the Company
to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 


(a) an Officers’ Certificate (which
shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signers, all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(b) an Opinion of Counsel (which shall include
the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent have
been complied with.


 


10.5. STATEMENT REQUIRED IN CERTIFICATE
AND OPINION.


 


Each certificate and opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than pursuant to Section 4.4) shall include:


 


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


 


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


 






    40


     


    

 


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


 


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


 


10.6. RULES BY TRUSTEE AND AGENTS.


 


The Trustee may make reasonable rules for
action by or at meetings of Securityholders. The Registrar and Paying Agent may make reasonable rules for their functions.


 


10.7. BUSINESS DAYS; LEGAL HOLIDAYS;
PLACE OF PAYMENT.


 


A “Business Day” is a day that is not
a Legal Holiday. A “Legal Holiday” is a Saturday, a Sunday, a federally-recognized holiday or a day on which banking institutions
are not authorized or required by law, regulation or executive order to be open in the State of New York.


 


If a payment date is a Legal Holiday at a Place
of Payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for
the intervening period. “Place of Payment” means the place or places where the principal of, and interest and premium, if
any, on, the Securities of a Series are payable as specified as contemplated by Section 2.2. If the regular record date is a
Legal Holiday, the record date shall not be affected.


 


10.8. GOVERNING LAW.


 


THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF
NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


10.9. NO ADVERSE INTERPRETATION OF
OTHER AGREEMENTS.


 


This Indenture may not be used to interpret another
indenture, loan, security or debt agreement of the Company or any Subsidiary thereof. No such indenture, loan, security or debt agreement
may be used to interpret this Indenture.


 


A director, officer, employee, stockholder or incorporator,
as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture. Each Securityholder
by accepting a Security waives and releases all such liability. Such waiver and release are part of the consideration for the issuance
of the Securities.


 


10.10. SUCCESSORS.


 


All covenants and agreements of the Company
in this Indenture and the Securities shall bind the Company’s successors and assigns, whether so expressed or not. All
agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind their respective successors and
assigns.


 






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10.11. MULTIPLE COUNTERPARTS.


 


The parties may sign multiple counterparts of this
Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.


 


10.12. TABLE OF CONTENTS, HEADINGS, ETC.


 


The table of contents, cross-reference sheet and
headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered
a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


10.13. SEVERABILITY.


 


Each provision of this Indenture shall be considered
separable, and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby, and a Holder shall have no claim therefor against any party hereto.


 


10.14. SECURITIES IN A FOREIGN CURRENCY
OR IN EUROS.


 


Unless otherwise specified in a Board
Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.2 with respect to
a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular
action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a
coin or currency other than Dollars (including Euros), then the principal amount of Securities of such Series which shall be
deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate at such time. For purposes of this Section 10.14, “Market Exchange Rate” shall
mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of
New York; PROVIDED, HOWEVER, in the case of Euros, Market Exchange Rate shall mean the rate of exchange determined by the Commission
of the European Union (or any successor thereto) as published in the Official Journal of the European Union (such publication or any
successor publication, the “Journal”). If such Market Exchange Rate is not available for any reason with respect to such
currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve
Bank of New York or, in the case of Euros, the rate of exchange as published in the Journal, as of the most recent available date,
or quotations or, in the case of Euros, rates of exchange from one or more major banks in New York City or in the country of issue
of the currency in question or, in the case of Euros, in Luxembourg or such other quotations or, in the case of Euros, rates of
exchange as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms of this Indenture.


 






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


 


10.15. JUDGMENT CURRENCY.


 


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


 


10.16. FORCE MAJEURE.


 


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 best efforts which are consistent with accepted practices
in the banking industry to resume performance as soon as practicable under the circumstances.


 


10.17. U.S.A. PATRIOT ACT.


 


The parties hereto acknowledge that in
accordance with Section 326 of the U.S.A. Patriot Act, the Trustee 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 U.S.A. Patriot Act.


 






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ARTICLE 11

SINKING FUNDS


 


11.1. APPLICABILITY OF ARTICLE.


 


The provisions of this Article shall be applicable
to any sinking fund for the retirement of the Securities of a Series if so provided by the terms of such Securities pursuant to Section 2.2
and except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. The minimum
amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory
sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as
a “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 11.2. Each sinking fund payment shall be applied to the redemption
of Securities of any Series as provided for by the terms of the Securities of such Series.


 


11.2. SATISFACTION OF SINKING FUND
PAYMENTS WITH SECURITIES.


 


The Company may, in satisfaction of all or any
part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities
(1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities
previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking
fund payment is applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to
the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional
sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been
previously so credited. Such Securities shall be received by the Trustee, together with an Officers’ Certificate with respect thereto,
not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be
credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu
of cash payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to
exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption,
except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time
upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent
upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount
equal to the cash payment required to be released to the Company.


 






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11.3. REDEMPTION OF SECURITIES FOR
SINKING FUND.


 


Not less than 45 days (unless otherwise indicated
in the Board Resolution, supplemental indenture hereto or Officers’ Certificate in respect of a particular Series of Securities)
prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that
Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied
by delivering and crediting of Securities of that Series pursuant to Section 11.2, and the optional amount, if any, to be added
in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’ Certificate or supplemental indenture in respect
of a particular Series of Securities) before each such sinking fund payment date the Securities to be redeemed upon such sinking
fund payment date will be selected in the manner specified in Section 3.2 and the Company shall send or cause to be sent a notice
of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in and in accordance with
Section 3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.4, 3.5 and 3.6.


 






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IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.


 


	 	ZYNERBA PHARMACEUTICALS, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	[Name of Trustee]
	 	 
	 	By:	                                  
	 	Name:	 
	 	Title:	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 





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