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As filed with the Securities and Exchange Commission on November 13, 2020

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________________________________________

 

IMMUNIC, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   56-2358443
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification
No.)

 

1200 Avenue of the Americas

Suite 200

New York, NY 10036

(332) 255-9818

(Address, including zip code, and telephone number,

including
area code of registrant’s principal executive offices)

________________________________________________

 

Daniel Vitt, Ph.D.

Immunic, Inc.

1200 Avenue of the Americas

Suite 200

New York, NY 10036

(332) 255-9818

(Name, address, including zip code, and telephone number,

including area code of agent for service)

 

With a copy to:

Ilan Katz, Esq.

Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020-1089

Telephone: (212) 768-6700

 

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement, as the registrant shall determine.

 

If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ☒

 

If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):

 

Large accelerated filer   Accelerated filer
Non-accelerated filer   Smaller reporting company
      Emerging growth company

 

If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

_______________________________________

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of

Securities to be Registered

 

Amount to be

registered/proposed

maximum offering price

per unit/proposed

maximum aggregate

offering price

 

Amount of

Registration Fee

Common Stock   (1)(2)    
Preferred Stock   (1)(2)    
Debt Securities   (1)    
Warrants   (1)    
Units   (1)    
Total:   $250,000,000 (3)   $27,275 (4)
 
(1) An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of Common Stock is being registered as may be issued from time to time upon conversion of any Debt Securities that are convertible into Common Stock or pursuant to any anti-dilution adjustments with respect to any such convertible Debt Securities.
(2) Includes rights to acquire common stock or preferred stock of the Company under any stockholder rights plan then in effect, if applicable under the terms of any such plan.
(3) Estimated solely for the purpose of calculating the registration fee. No separate consideration will be received for shares of common stock that are issued upon conversion of debt securities or preferred stock registered hereunder. The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $250,000,000.
(4) The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
           

The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.

 

 

The information in this prospectus is not complete
and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission
is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where
the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED
NOVEMBER 13, 2020.

 

PROSPECTUS

 

Immunic Therapeutics

 

Common Stock

Preferred Stock
Debt Securities

Warrants
Units

 

$250,000,000
____________________________

 

We may offer and sell up to
$250,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides
you with a general description of the securities.

 

Each time we offer and sell
securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts,
prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with
respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest
in any of our securities.

 

We may offer and sell the
securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents,
or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the
sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or
among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See
the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information.
No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and
terms of the offering of such securities.

 

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK
FACTORS” SECTION ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND
THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING
IN OUR SECURITIES.

 

Our common stock is listed
on the Nasdaq Global Select Market under the symbol “IMUX.” On November 12, 2020 the last reported sale price
of our common stock on the Nasdaq Global Select Market was $19.30 per share.

 

Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.

 

_______________________________________

 

The date of this prospectus is , 2020.

 

 

TABLE OF CONTENTS

 

Page

 

ABOUT THIS PROSPECTUS 1
WHERE YOU CAN FIND MORE INFORMATION 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2
THE COMPANY 4
RISK FACTORS 5
USE OF PROCEEDS 5
DESCRIPTION OF CAPITAL STOCK WE MAY OFFER 6
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER 9
DESCRIPTION OF WARRANTS WE MAY OFFER 15
DESCRIPTION OF UNITS WE MAY OFFER 18
GLOBAL SECURITIES 19
PLAN OF DISTRIBUTION 22
LEGAL MATTERS 23
EXPERTS 23

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement that we
filed with the U.S. Securities and Exchange Commission (the “SEC”), using a “shelf” registration process.
By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar
amount of $250,000,000 of securities as described in this prospectus. Each time that we offer and sell securities, we will provide
a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the
specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain
material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or
change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information
in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement
or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and
the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described
under the headings “Where You Can Find More Information” and Incorporation by Reference.”

 

We have not authorized anyone to provide you with any information
or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free
writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide
no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this
prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover,
that the information appearing in any applicable free writing prospectuses is accurate only as of the date of that free writing
prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by
reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed
since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain
and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications
and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness
of this information and we have not independently verified this information. In addition, the market and industry data and forecasts
that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing
prospectuses may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors,
including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus
supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference
into this prospectus. Accordingly, investors should not place undue reliance on this information.

 

When we refer to “we,” “our,” “us”
and the “Company” in this prospectus, we mean Immunic, Inc., unless otherwise specified. When we refer to “you,”
we mean the potential holders of the applicable series of securities.

 

This prospectus contains references to our trademarks and to
trademarks belonging to other entities, which are protected under applicable intellectual property laws. Solely for convenience,
trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without
the ® or ™ symbols, but such references are not intended to indicate that we or their respective owners will not assert,
to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names.
We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement
or sponsorship of us by, any such companies.

 

 

WHERE YOU CAN FIND MORE INFORMATION

 

We file annual, quarterly and other reports, proxy statements
and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other
information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.

 

Our website address is www.imux.com. The information on our
website, however, is not, and should not be deemed to be, a part of this prospectus.

 

This prospectus and any prospectus supplement are part of a
registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The
full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing
the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by
reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries
and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual
documents for a more complete description of the relevant matters. You may obtain a copy of the registration statement through
the SEC’s website, as provided above.

 

INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE

 

The SEC’s rules allow us to “incorporate by reference”
information into this prospectus, which means that we can disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent
information that we file with the SEC will automatically update and supersede that information. Any statement contained in this
prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference
modifies or replaces that statement.

 

This prospectus and any accompanying prospectus supplement incorporate
by reference the documents set forth below that have previously been filed with the SEC (but excluding any information in such
documents that has been furnished to, rather than filed with, the SEC):

 

· Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on March 16, 2020;

 

· our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, as filed with the SEC on May 8, 2020; our amended
Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2020, as filed with the SEC on August 3, 2020; and September 30,
2020, as filed with the SEC on November 6, 2020;

 

· our Current Reports on Form 8-K filed with the SEC on January 8, 2020, April 20, 2020, April 22, 2020, April 27, 2020,
May 13, 2020, May 19, 2020, June 12, 2020, June 19, 2020, July 7, 2020, August 3, 2020, August 7, 2020, October 20, 2020 and
November 13, 2020; and

 

· the description of our common stock contained in our registration statement on Form 8-A12B, filed with the SEC on November
15, 2013 (File No. 001-36201), and all amendments or reports filed for the purpose of updating such description.

 

All reports and other documents we subsequently file pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior
to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than
filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from
the date of the filing of such reports and documents.

 

 

You may request a free copy of any of the documents incorporated
by reference in this prospectus by writing or telephoning us at the following address:

 

Immunic, Inc.
Attn: Corporate Secretary
1200 Avenue of the Americas, Suite 200
New York, New York 10036
(332) 255-9818

 

Exhibits to the filings will not be sent, however, unless
those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

 

 

THE COMPANY

 

We are a clinical-stage biopharmaceutical company developing
a pipeline of selective oral immunology therapies aimed at treating chronic inflammatory and autoimmune diseases. Our main operations
are in Gräfelfing near Munich, Germany. We currently have approximately 25 employees.

 

We are currently pursuing three development programs. These
include the IMU-838 program, which is focused on the development of oral formulations of small molecule inhibitors of dihydroorotate
dehydrogenase (“DHODH”); the IMU-935 program, which is focused on an inverse agonist of RORγt, an immune cell-specific
isoform of retinoic acid receptor-related orphan nuclear receptor gamma (“RORγ”), and the IMU-856 program, which
involves the development of a drug targeting the restoration of intestinal barrier function. These product candidates are being
developed to address diseases such as relapsing-remitting multiple sclerosis (“RRMS”), ulcerative colitis (“UC”),
Crohn’s disease (“CD”), and psoriasis. In addition to these large markets, our products are also being developed
to address certain rare diseases with high unmet medical needs, such as primary sclerosing cholangitis (“PSC”), and
Guillain-Barré syndrome (“GBS”). We are also investigating IMU-838 as a potential treatment option for coronavirus
disease 2019 (“COVID-19”).

 

Prior to April 12, 2019, we were a clinical-stage biotherapeutic
company known as Vital Therapies, Inc. that had historically been focused on the development of a cell-based therapy targeting
the treatment of acute forms of liver failure. Vital Therapies, Inc. was originally incorporated in the State of California in
May of 2003 as Vitagen Acquisition Corp., subsequently changed its name to Vital Therapies, Inc. in June 2003, and reincorporated
in Delaware in January 2004. In April 2019, we completed an exchange transaction with Immunic AG pursuant to which holders of ordinary
shares of Immunic AG exchanged all of their shares for shares of our common stock, resulting in Immunic AG becoming our wholly
owned subsidiary. Following the exchange, we changed our name to Immunic, Inc. and we became a clinical-stage biopharmaceutical
company focused on the development of selective oral therapies in immunology with the goal of becoming a leader in treatments for
chronic inflammatory and autoimmune diseases.

 

Our corporate headquarters are located at 1200 Avenue of the
Americas, Suite 200, New York, New York 10036. We also have an office at Lochhamer Schlag 21, 82166 Gräfelfing, Germany. Our
telephone number is (332) 255-9818. We maintain a website at www.imux.com. The information contained on, or that can be accessed
through, our website is not incorporated by reference into this prospectus. Investors should not rely on any such information in
deciding whether to purchase our common stock. We have included our website address as an inactive textual reference only.

 

 

RISK FACTORS

 

Investment in any securities offered pursuant to this prospectus
and the applicable prospectus supplement involves risks. You should carefully consider the risk factors incorporated by reference
to our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and any subsequent Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information
contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the
risk factors and other information contained in the applicable prospectus supplement and any applicable free writing prospectuses
before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment
in the offered securities.

 

USE OF PROCEEDS

 

We intend to use the net proceeds from the sale of the securities
as set forth in the applicable prospectus supplement.

 

 

DESCRIPTION OF CAPITAL STOCK WE MAY
OFFER

 

General

 

Our authorized capital stock consists of 130,000,000 shares
of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share.

 

The following description of our common stock and preferred
stock, together with the additional information included in any applicable prospectus supplements or related free writing prospectuses,
summarizes the material terms and provisions of these types of securities, but it is not complete. For the complete terms of our
common stock and preferred stock, please refer to our certificate of incorporation and our bylaws that are incorporated by reference
into the registration statement which includes this prospectus and, with respect to preferred stock, any certificate of designation
that we may file with the SEC for a series of preferred stock we may designate, if any.

 

We will describe, in a prospectus supplement or related free
writing prospectuses, the specific terms of any common stock or preferred stock we may offer pursuant to this prospectus. If indicated
in a prospectus supplement, the terms of such common stock or preferred stock may differ from the terms described below.

 

Common Stock

 

As of November 13, 2020, there were 20,718,340 shares of common
stock outstanding. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted
to a vote of the stockholders. The holders of common stock are not entitled to cumulative voting rights with respect to the election
of directors, and as a consequence, minority stockholders will not be able to elect directors on the basis of their votes alone.

 

Subject to preferences that may be applicable to any then outstanding
shares of preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the board
of directors out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of us, holders of
the common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences
of any then outstanding shares of preferred stock. Holders of common stock have no preemptive rights and no right to convert their
common stock into any other securities. There are no redemption or sinking fund provisions applicable to our common stock. All
outstanding shares of common stock are, and all shares of common stock to be issued under this prospectus will be, fully paid and
non-assessable. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected
by, the rights of the holders of shares of any of our outstanding preferred stock.

 

Listing

 

Our common stock is listed on the Nasdaq Global Select Market
under the symbol “IMUX.”

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our common stock is American
Stock Transfer & Trust Company, LLC (“AST”). The transfer agent and registrar’s address is 6201 15th Avenue,
Brooklyn, New York 11219.

 

Dividends

 

We have not declared any cash dividends on our common stock
since inception and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

 

Preferred Stock

 

We are authorized to issue a total of 20,000,000 shares of preferred
stock. As of November 13, 2020, there were no shares of preferred stock issued and outstanding.

 

Preferred stock may be issued from time to time, in one or more
series, as authorized by the board of directors, without stockholder approval. The prospectus supplement relating to the preferred
shares offered thereby will include specific terms of any preferred shares offered, including, if applicable:

 

· the title of the shares of preferred stock;

 

· the number of shares of preferred stock offered, the liquidation preference per share and the offering price of the shares
of preferred stock;

 

· the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the shares of preferred
stock;

 

 

· whether the dividends on shares of preferred stock are cumulative or not and, if cumulative, the date from which dividends
on the shares of preferred stock shall accumulate;

 

· the procedures for any auction and remarketing, if any, for the shares of preferred stock;

 

· the provision for a sinking fund, if any, for the shares of preferred stock;

 

· the provision for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption
and repurchase rights of the shares of preferred stock;

 

· any listing of the shares of preferred stock on any securities exchange;

 

· the terms and conditions, if applicable, upon which the shares of preferred stock will be convertible into common shares, including
the conversion price (or manner of calculation thereof);

 

· discussion of federal income tax considerations applicable to the shares of preferred stock;

 

· the relative ranking and preferences of the shares of preferred stock as to dividend rights and rights upon liquidation, dissolution
or winding up of our affairs;

 

· any limitations on issuance of any series or class of shares of preferred stock ranking senior to or on a parity with such
series or class of shares of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our
affairs;

 

· any other specific terms, preferences, rights, limitations or restrictions of the shares of preferred stock; and

 

· any voting rights of such preferred stock.

 

The transfer agent and registrar for any series or class of
preferred stock will be set forth in the applicable prospectus supplement.

 

Possible Anti-Takeover Effects of Delaware Law and our
Charter Documents

 

Some provisions of Delaware law, our amended and restated certificate
of incorporation and our amended and restated bylaws could make the following transactions more difficult: an acquisition of us
by means of a tender offer, an acquisition of us by means of a proxy contest or otherwise, or the removal of our incumbent officers
and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that
stockholders may otherwise consider to be in their best interest or in our best interest, including transactions which provide
for payment of a premium over the market price for our shares.

 

These provisions, summarized below, are intended to discourage
coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire
control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential
ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages
of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

 

Delaware Anti-Takeover Statute

 

We are subject to Section 203 of the Delaware General Corporation
Law (the “DGCL”), an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly held Delaware
corporation from engaging in a “business combination” with an “interested stockholder” for a period of
three years following the time the person became an interested stockholder, unless the business combination or the acquisition
of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business
combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested
stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns
(or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s
voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not
approved in advance by our board of directors, including discouraging attempts that might result in a premium over the market price
for the shares of common stock held by our stockholders.

 

 

Undesignated Preferred Stock.

 

The ability of our board of directors, without action by the
stockholders, to issue up to 20,000,000 shares of undesignated preferred stock with voting or other rights or preferences as designated
by our board of directors could impede the success of any attempt to effect a change in control of us. These and other provisions
may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.

 

Requirements for Advance Notification of Stockholder
Nominations and Proposals.

 

Our amended and restated bylaws establish advance notice procedures
with respect to stockholder proposals to be brought before a stockholder meeting and the nomination of candidates for election
as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.

 

Elimination of Stockholder Action by Written Consent.

 

Our amended and restated certificate of incorporation eliminates
the right of stockholders to act by written consent without a meeting.

 

Staggered Board.

 

Our board of directors is divided into three classes. The directors
in each class will serve for a three-year term, one class being elected each year by our stockholders. This system of electing
and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control
of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

 

Removal of Directors.

 

Our amended and restated certificate of incorporation provides
that no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any
other vote required by law, upon the approval of the holders of at least two-thirds in voting power of the outstanding shares of
stock entitled to vote in the election of directors.

 

Stockholders Not Entitled to Cumulative Voting.

 

Our amended and restated certificate of incorporation does not
permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the outstanding
shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election,
if they choose, other than any directors that holders of our preferred stock may be entitled to elect.

 

Authorized but Unissued Shares

 

Our authorized but unissued shares of common stock and preferred
stock will be available for future issuance without stockholder approval. We may use additional shares for a variety of purposes,
including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence
of authorized but unissued shares of undesignated preferred stock may enable our board of directors to render more difficult or
to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if
in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the
best interests of us or our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder
approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer,
stockholder or stockholder group. The rights of holders of our common stock described above will be subject to, and may be adversely
affected by, the rights of any preferred stock that we may designate and issue in the future. The issuance of shares of undesignated
preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock.
The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect
of delaying, deterring or preventing a change in control of us.

 

Director Liability

 

Our bylaws limit the extent to which our directors are personally
liable to us and our stockholders, to the fullest extent permitted by the DGCL. The inclusion of this provision in our bylaws may
reduce the likelihood of derivative litigation against directors and may discourage or deter stockholders or management from bringing
a lawsuit against directors for breach of their duty of care.

 

The provisions of Delaware law, our amended and restated certificate
of incorporation and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers
and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from
actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition
of our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that
stockholders may otherwise deem to be in their best interest.

 

 

DESCRIPTION OF DEBT SECURITIES WE MAY
OFFER

 

The following description, together with the additional information
we include in any applicable prospectus supplements or free writing prospectuses, summarizes the material terms and provisions
of the debt securities that we may offer under this prospectus. We may issue debt securities, in one or more series, as either
senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply
generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities
that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities
we offer under a prospectus supplement may differ from the terms we describe below. Unless the context requires otherwise, whenever
we refer to the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular
series of debt securities.

 

We will issue any senior debt securities under the senior indenture
that we will enter into with the trustee named in the senior indenture. We will issue any subordinated debt securities under the
subordinated indenture and any supplemental indentures that we will enter into with the trustee named in the subordinated indenture.
We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a part, and supplemental
indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to
the registration statement of which this prospectus is a part or will be incorporated by reference to reports that we file with
the SEC.

 

The indentures will be qualified under the Trust Indenture Act
of 1939, as amended (the “Trust Indenture Act”). We use the term “trustee” to refer to either the trustee
under the senior indenture or the trustee under the subordinated indenture, as applicable.

 

The following summaries of material provisions of the senior
debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference
to, all of the provisions of the indenture and any supplemental indentures applicable to a particular series of debt securities.
We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities
that we may offer under this prospectus, as well as the complete indenture that contains the terms of the debt securities. Except
as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

 

General

 

The terms of each series of debt securities will be established
by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in an officers’
certificate or by a supplemental indenture. Debt securities may be issued in separate series without limitation as to aggregate
principal amount. We may specify a maximum aggregate principal amount for the debt securities of any series. We will describe in
the applicable prospectus supplement the terms of the series of debt securities being offered, including:

 

 

· the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding;

 

· any limit on the amount that may be issued;

 

· whether or not we will issue the series of debt securities in global form, and, if so, the terms and who the depositary will
be;

 

 

· whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is
not a U.S. person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;

 

 

· the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will
begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining
such dates;

 

· whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

 

· the terms of the subordination of any series of subordinated debt;

 

· the place where payments will be payable;

 

· restrictions on transfer, sale or other assignment, if any;

 

· our right, if any, to defer payment of interest and the maximum length of any such deferral period;

 

· the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant
to any optional or provisional redemption provisions and the terms of those redemption provisions;

 

· provisions for a sinking fund purchase or other analogous fund, if any, including the date, if any, on which, and the price
at which we are obligated, pursuant thereto or otherwise, to redeem, or at the holder’s option, to purchase, the series of
debt securities and the currency or currency unit in which the debt securities are payable;

 

· provisions relating to modification of the terms of the security or the rights of the security holder;

 

· whether the indenture will restrict our ability or the ability of our subsidiaries to:

 

· incur additional indebtedness;

 

· issue additional securities;

 

 

· pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries;

 

 

· place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;

 

· make investments or other restricted payments;

 

· sell, transfer or otherwise dispose of assets;

 

· enter into sale-leaseback transactions;

 

· engage in transactions with stockholders or affiliates;

 

· issue or sell stock of our subsidiaries; or

 

· effect a consolidation or merger;

 

· whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other
financial ratios;

 

· information describing any book-entry features;

 

· the applicability of the provisions in the indenture on discharge;

 

· whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original
issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended;

 

· the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral
multiple thereof;

 

· the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in
U.S. dollars; and

 

 

· any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any additional
events of default or covenants provided with respect to the debt securities, and any terms that may be required by us or advisable
under applicable laws or regulations.

 

U.S. federal income tax consequences applicable to debt securities
sold at an original issue discount will be described in the applicable prospectus supplement. In addition, U.S. federal income
tax or other consequences applicable to any debt securities which are denominated in a currency or currency unit other than U.S.
dollars may be described in the applicable prospectus supplement.

 

Conversion or Exchange Rights

 

We will set forth in the applicable prospectus supplement the
terms under which a series of debt securities may be convertible into or exchangeable for our common stock, our preferred stock
or other securities (including securities of a third party). We will include provisions as to whether conversion or exchange is
mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our
common stock, our preferred stock or other securities (including securities of a third party) that the holders of the series of
debt securities receive would be subject to adjustment.

 

Consolidation, Merger or Sale

 

Unless we provide otherwise in the prospectus supplement applicable
to a particular series of debt securities, the indentures will not contain any covenant that restricts our ability to merge or
consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor to
or acquirer of such assets must assume all of our obligations under the indentures or the debt securities, as appropriate. If the
debt securities are convertible into or exchangeable for our other securities or securities of other entities, the person with
whom we consolidate or merge or to whom we sell all of our assets must make provisions for the conversion of the debt securities
into securities that the holders of the debt securities would have received if they had converted the debt securities before the
consolidation, merger or sale.

 

Events of Default under the Indenture

 

Unless we provide otherwise in the prospectus supplement applicable
to a particular series of debt securities, the following are events of default under the indentures with respect to any series
of debt securities that we may issue:

 

· if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been
extended;

 

· if we fail to pay the principal, premium or sinking fund payment, if any, when due and payable and the time for payment has
not been extended;

 

· if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant
specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from
the trustee or we and the trustee receive notice from the holders of at least 25% in aggregate principal amount of the outstanding
debt securities of the applicable series; and

 

· if specified events of bankruptcy, insolvency or reorganization occur.

 

We will describe in each applicable prospectus supplement any
additional events of default relating to the relevant series of debt securities. If an event of default with respect to debt securities
of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or
the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in
writing, and to the trustee if notice is given by such holders, may declare the unpaid principal, premium, if any, and accrued
interest, if any, due and payable immediately. If an event of default arises due to the occurrence of certain specified bankruptcy,
insolvency or reorganization events, the unpaid principal, premium, if any, and accrued interest, if any, of each issue of debt
securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.

 

The holders of a majority in principal amount of the outstanding
debt securities of an affected series may waive any default or event of default with respect to the series and its consequences,
except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default
or event of default in accordance with the indenture. Any such waiver shall cure the default or event of default.

 

 

Subject to the terms of the applicable indenture, if an event
of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights
or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless
such holders have offered the trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense.
The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred
on the trustee, with respect to the debt securities of that series, provided that:

 

· the direction so given by the holders is not in conflict with any law or the applicable indenture; and

 

· subject to its duties under the Trust Indenture Act, the trustee need not take any action that might subject it to personal
liability or might be unduly prejudicial to the holders not involved in the proceeding.

 

The indentures provide that if an event of default has occurred
and is continuing, the trustee will be required in the exercise of its powers to use the degree of care that a prudent person would
use in the conduct of its own affairs. The trustee, however, may refuse to follow any direction that conflicts with law or the
indenture, or that the trustee determines is unduly prejudicial to the rights of any other holder of the relevant series of debt
securities, or that would subject the trustee to personal liability. Prior to taking any action under the indentures, the trustee
will be entitled to indemnification against all costs, expenses and liabilities that would be incurred by taking or not taking
such action.

 

A holder of the debt securities of any series will have the
right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies only if:

 

· the holder has given written notice to the trustee of a continuing event of default with respect to that series;

 

· the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written
request and such holders have offered reasonable indemnity to the trustee or security satisfactory to it against any loss, liability
or expense to be incurred in compliance with instituting the proceeding as trustee; and

 

· the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount
of the outstanding debt securities of that series other conflicting directions within 60 days after the notice, request and offer.

 

These limitations do not apply to a proceeding instituted by
a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.

 

We will periodically file statements with the trustee regarding
our compliance with specified covenants in the indentures.

 

The indentures provide that if a default occurs and is continuing
and is actually known to a responsible officer of the trustee, the trustee must mail to each holder notice of the default within
45 days after it occurs, unless such default has been cured. Except in the case of a default in the payment of principal or premium
of, or interest on, any debt security or certain other defaults specified in an indenture, the trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or a trust committee of directors, or responsible
officers of the trustee, in good faith determine that withholding notice is in the best interests of holders of the relevant series
of debt securities.

 

 

Modification of Indenture; Waiver

 

Subject to the terms of the indenture for any series of debt
securities that we may issue, we and the trustee may change an indenture without the consent of any holders with respect to the
following specific matters:

 

· to fix any ambiguity, defect or inconsistency in the indenture;

 

· to comply with the provisions described above under “-Consolidation, Merger or Sale”;

 

· to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture
Act;

 

· to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of
issue, authentication and delivery of debt securities, as set forth in such indenture;

 

· to provide for the issuance of, and establish the form and terms and conditions of, the debt securities of any series as provided
above under “-General,” to establish the form of any certifications required to be furnished pursuant to the terms
of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;

 

· to evidence and provide for the acceptance of appointment hereunder by a successor trustee;

 

· to provide for uncertificated debt securities in addition to or in place of certificated debt securities and to make all appropriate
changes for such purpose;

 

· to add such new covenants, restrictions, conditions or provisions for the protection of the holders, and to make the occurrence,
or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an
event of default or to surrender any right or power conferred to us in the indenture; or

 

· to change anything that does not materially adversely affect the interests of any holder of debt securities of any series in
any material respect; provided that any amendment made solely to conform the provisions of the indenture to the corresponding description
of the debt securities contained in the applicable prospectus or prospectus supplement shall be deemed not to adversely affect
the interests of the holders of such debt securities; provided further, that in connection with any such amendment we will provide
the trustee with an officers’ certificate certifying that such amendment will not adversely affect the rights or interests
of the holders of such debt securities.

 

In addition, under the indentures, the rights of holders of
a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority
in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may only make the following
changes with the consent of each holder of any outstanding debt securities affected:

 

· extending the fixed maturity of the series of debt securities;

 

· reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable
upon the redemption of any debt securities;

 

· reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification
or waiver;

 

· changing any of our obligations to pay additional amounts;

 

· reducing the amount of principal of an original issue discount security or any other note payable upon acceleration of the
maturity thereof;

 

· changing the currency in which any note or any premium or interest is payable;

 

· impairing the right to enforce any payment on or with respect to any note;

 

· adversely changing the right to convert or exchange, including decreasing the conversion rate or increasing the conversion
price of, such note, if applicable;

 

 

· in the case of the subordinated indenture, modifying the subordination provisions in a manner adverse to the holders of the
subordinated debt securities;

 

· if the debt securities are secured, changing the terms and conditions pursuant to which the debt securities are secured in
a manner adverse to the holders of the secured debt securities;

 

· reducing the requirements contained in the applicable indenture for quorum or voting;

 

· changing any of our obligations to maintain an office or agency in the places and for the purposes required by the indentures;
or

 

· modifying any of the above provisions set forth in this paragraph.

 

Discharge

 

Each indenture provides that, subject to the terms of the indenture
and any limitation otherwise provided in the prospectus supplement applicable to a particular series of debt securities, we may
elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations,
including obligations to:

 

· register the transfer or exchange of debt securities of the series;

 

· replace stolen, lost or mutilated debt securities of the series;

 

· maintain paying agencies;

 

· hold monies for payment in trust;

 

· recover excess money held by the trustee;

 

· compensate and indemnify the trustee; and

 

· appoint any successor trustee.

 

In order to exercise our rights to be discharged, we must deposit
with the trustee money or government obligations sufficient to pay all the principal of, and any premium and interest on, the debt
securities of the series on the dates payments are due.

 

Form, Exchange and Transfer

 

We will issue the debt securities of each series only in fully
registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000
and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent
global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another
depositary named by us and identified in a prospectus supplement with respect to that series.

 

At the option of the holder, subject to the terms of the indentures
and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities
of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and
of like tenor and aggregate principal amount.

 

Subject to the terms of the indentures and the limitations applicable
to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities
for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required
by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us
for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose
no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

 

We will name in the applicable prospectus supplement the security
registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We
may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the
office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment
for the debt securities of each series.

 

 

If we elect to redeem the debt securities of any series, we
will not be required to:

 

· issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption
and ending at the close of business on the day of the mailing; or

 

· register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed
portion of any debt securities we are redeeming in part.

 

Information Concerning the Trustee

 

The trustee, other than during the occurrence and continuance
of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable
indenture and is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt
securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
However, upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise
or use in the conduct of his or her own affairs.

 

Payment and Paying Agents

 

Unless we otherwise indicate in the applicable prospectus supplement,
we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities,
or one or more predecessor securities, are registered at the close of business on the regular record date for the interest payment.

 

We will pay principal of and any premium and interest on the
debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate
in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer
to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust
office of the trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series.
We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities
of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

 

All money we pay to a paying agent or the trustee for the payment
of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after such
principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter
may look only to us for payment thereof.

 

Governing Law

 

The indentures and the debt securities will be governed by and
construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

 

Ranking Debt Securities

 

The subordinated debt securities will be unsecured and will
be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement.
The subordinated indenture does not limit the amount of subordinated debt securities that we may issue. It also does not limit
us from issuing any other secured or unsecured debt.

 

The senior debt securities will be unsecured and will rank equally
in right of payment to all of our other senior unsecured debt. The senior indenture does not limit the amount of senior debt securities
that we may issue. It also does not limit us from issuing any other secured or unsecured debt.

 

 

DESCRIPTION OF WARRANTS WE MAY OFFER

 

We may issue warrants to purchase debt securities, preferred
stock, common stock or any combination of the foregoing. We may issue warrants independently or together with any other securities
we offer under a prospectus supplement. The warrants may be attached to or separate from the securities. We will issue each series
of warrants under a separate warrant agreement to be entered into between a warrant agent and us. The warrant agent will act solely
as our agent in connection with the warrants and will not have any obligations or relationship of agency or trust for or with holders
or beneficial owners of warrants. The following outlines some of the general terms and provisions of the warrants that we may issue
from time to time. When we issue warrants, we will provide the specific terms of the warrants and the applicable warrant agreement
in a prospectus supplement and any related free writing prospectuses and such terms may differ from those described below. To the
extent the information contained in the prospectus supplement differs or free writing prospectuses from this summary description,
you should rely on the information in the prospectus supplement or free writing prospectuses.

 

The following description, and any description of the warrants
included in a prospectus supplement, may not be complete and is subject to and qualified in its entirety by reference to the terms
and provisions of the applicable warrant agreement.

 

Equity Warrants

 

We will describe in the applicable prospectus supplement and
any related free writing prospectuses the terms of the preferred stock warrants or common stock warrants being offered, the warrant
agreement relating to the preferred stock warrants or common stock warrants and the warrant certificates representing the preferred
stock warrants or common stock warrants, including, as applicable:

 

· the title of the warrants;

 

· the securities for which the warrants are exercisable;

 

· the price or prices at which the warrants will be issued;

 

· if applicable, the number of warrants issued with each share of preferred stock or share of common stock;

 

· if applicable, the date on and after which the warrants and the related preferred stock or common stock will be separately
transferable;

 

· the date on which the right to exercise the warrants will commence, and the date on which the right will expire;

 

· the maximum or minimum number of warrants which may be exercised at any time;

 

· information with respect to book-entry procedures, if any;

 

· a discussion of the material U.S. federal income tax considerations applicable to exercise of the warrants; and

 

· any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

 

Unless otherwise provided in the applicable warrant agreement
and corresponding prospectus supplement or any related free writing prospectuses, holders of equity warrants will not be entitled,
by virtue of being such holders, to vote, consent, receive dividends, receive notice as stockholders with respect to any meeting
of stockholders for the election of our directors or any other matter, or to exercise any rights whatsoever as stockholders.

 

Except as provided in the applicable warrant agreement and corresponding
prospectus supplement or any related free writing prospectuses, the exercise price payable and the number of shares of common stock
or preferred stock purchasable upon the exercise of each warrant will be subject to adjustment in certain events, including the
issuance of a stock dividend to holders of common stock or preferred stock or a stock split, reverse stock split, combination,
subdivision or reclassification of common stock or preferred stock. In lieu of adjusting the number of shares of common stock or
preferred stock purchasable upon exercise of each warrant, we may elect to adjust the number of warrants. Unless otherwise provided
in the applicable warrant agreement and corresponding prospectus supplement or any related free writing prospectuses, no adjustments
in the number of shares purchasable upon exercise of the warrants will be required until all cumulative adjustments require an
adjustment of at least 1% thereof. No fractional shares will be issued upon exercise of warrants, but we will pay the cash value
of any fractional shares otherwise issuable. Notwithstanding the foregoing, except as otherwise provided in the applicable warrant
agreement and corresponding prospectus supplement or any related free writing prospectuses, in the event of any consolidation,
merger, or sale or conveyance of our assets as an entirety or substantially as an entirety, the holder of each outstanding warrant
will have the right to the kind and amount of shares of stock and other securities and property, including cash, receivable by
a holder of the number of shares of common stock or preferred stock into which each warrant was exercisable immediately prior to
the particular triggering event.

 

 

Debt Warrants

 

We will describe in the applicable prospectus supplement and
any related free writing prospectuses the terms of the debt warrants being offered, the warrant agreement relating to the debt
warrants and the debt warrant certificates representing the debt warrants, including, as applicable:

 

· the title of the debt warrants;

 

· the aggregate number of the debt warrants;

 

· the price or prices at which the debt warrants will be issued;

 

· the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants,
and the procedures and conditions relating to the exercise of the debt warrants;

 

· the designation and terms of any related debt securities with which the debt warrants are issued, and the number of the debt
warrants issued with each security;

 

· the date, if any, on and after which the debt warrants and the related debt securities will be separately transferable;

 

· the principal amount of debt securities purchasable upon exercise of each debt warrant, and the price at which the principal
amount of the debt securities may be purchased upon exercise;

 

· the date on which the right to exercise the debt warrants will commence, and the date on which the right will expire;

 

· the maximum or minimum number of the debt warrants that may be exercised at any time;

 

· information with respect to book-entry procedures, if any;

 

· changes to or adjustments in the exercise price of the debt warrants;

 

· a discussion of the material U.S. federal income tax considerations applicable to the exercise of the debt warrants; and

 

· any other terms of the debt warrants and terms, procedures and limitations relating to the exercise of the debt warrants.

 

As may be permitted under the warrant agreement, holders may
exchange debt warrant certificates for new debt warrant certificates of different denominations, and may exercise debt warrants
at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement and any
related free writing prospectuses. Prior to the exercise of their debt warrants, holders of debt warrants will not have any of
the rights of holders of the securities purchasable upon the exercise and will not be entitled to payments of principal, premium
or interest on the securities purchasable upon the exercise of debt warrants.

 

Exercise of Warrants

 

Each warrant will entitle the holder of the warrant to purchase
for cash at the exercise price provided in the applicable warrant agreement and corresponding prospectus supplement or any related
free writing prospectuses the principal amount of debt securities or shares of preferred stock or shares of common stock being
offered. Holders may exercise warrants at any time up to the close of business on the expiration date provided in the applicable
warrant agreement and corresponding prospectus supplement or any related free writing prospectuses. After the close of business
on the expiration date, unexercised warrants will be void.

 

Holders may exercise warrants as described in the applicable
warrant agreement and corresponding prospectus supplement or any free writing prospectuses relating to the warrants being offered.
Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant
agent or any other office indicated in the applicable warrant agreement and corresponding prospectus supplement or any related
free writing prospectuses, we will, as soon as practicable, forward the debt securities, shares of preferred stock or shares of
common stock purchasable upon the exercise of the warrant. If less than all of the warrants represented by the warrant certificate
are exercised, we will issue a new warrant certificate for the remaining warrants.

 

 

DESCRIPTION OF UNITS WE MAY OFFER

 

The following description, together with the additional information
we may include in any applicable prospectus supplements and free writing prospectuses, summarizes the material terms and provisions
of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units
that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable
prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below.
However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security
that is not registered and described in this prospectus at the time of its effectiveness.

 

We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, the form
of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before the
issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to,
and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable
to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series of
units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the
terms of the units.

 

General

 

We may issue units comprised of one or more shares of common
stock, shares of preferred stock, debt securities and warrants in any combination. Each unit will be issued so that the holder
of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations
of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included
in the unit may not be held or transferred separately, at any time or at any time before a specified date.

 

We will describe in the applicable prospectus supplement the
terms of the series of units, including:

 

· the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;

 

· any provisions of the governing unit agreement that differ from those described below; and

 

· any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the
units.

 

The provisions described in this section, as well as those described
under “Description of Capital Stock We May Offer,” “Description of Debt Securities We May Offer” and “Description
of Warrants We May Offer” will apply to each unit and to any common stock, preferred stock, debt security or warrant included
in each unit, respectively.

 

Issuance in Series

 

We may issue units in such amounts and in numerous distinct
series as we determine.

 

Enforceability of Rights by Holders of Units

 

Each unit agent will act solely as our agent under the applicable
unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank
or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in the
event of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings
at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or
the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.

 

We, the unit agents and any of their agents may treat the registered
holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purpose and as the person
entitled to exercise the rights attaching to the units so registered, despite any notice to the contrary.

 

 

GLOBAL SECURITIES

 

Book-Entry, Delivery and Form

 

Unless we indicate differently in any applicable prospectus
supplement or free writing prospectus, the securities initially will be issued in book-entry form and represented by one or more
global notes or global securities, or, collectively, global securities. The global securities will be deposited with, or on behalf
of, The Depository Trust Company, New York, New York, as depositary (“DTC”), and registered in the name of Cede &
Co., the partnership nominee of DTC. Unless and until it is exchanged for individual certificates evidencing securities under the
limited circumstances described below, a global security may not be transferred except as a whole by the depositary to its nominee
or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor
depositary.

 

DTC has advised us that it is:

 

· a limited-purpose trust company organized under the New York Banking Law;

 

· a “banking organization” within the meaning of the New York Banking Law;

 

· a member of the Federal Reserve System;

 

· a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

 

· a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

 

DTC holds securities that its participants deposit with DTC.
DTC also facilitates the settlement among its participants of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for
physical movement of securities certificates. “Direct participants” in DTC include securities brokers and dealers,
including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary
of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the
users of its regulated subsidiaries. Access to the DTC system is also available to others, which we sometimes refer to as indirect
participants, that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.
The rules applicable to DTC and its participants are on file with the SEC.

 

Purchases of securities under the DTC system must be made by
or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest of
the actual purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect
participants’ records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases.
However, beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic
statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership
interests in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial
owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except
under the limited circumstances described below.

 

To facilitate subsequent transfers, all global securities deposited
by direct participants with DTC will be registered in the name of DTC’s partnership nominee, Cede & Co., or such other
name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the
name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities. DTC has no knowledge of
the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose
accounts the securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping
account of their holdings on behalf of their customers.

 

So long as the securities are in book-entry form, you will receive
payments and may transfer securities only through the facilities of the depositary and its direct and indirect participants. We
will maintain an office or agency in the location specified in the prospectus supplement for the applicable securities, where notices
and demands in respect of the securities and the indenture may be delivered to us and where certificated securities may be surrendered
for payment, registration of transfer or exchange.

 

 

Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial
owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time.

 

Redemption notices will be sent to DTC. If less than all of
the securities of a particular series are being redeemed, DTC’s practice is to determine by lot the amount of the interest
of each direct participant in the securities of such series to be redeemed.

 

Neither DTC nor Cede & Co. (or such other DTC nominee) will
consent or vote with respect to the securities. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible
after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants
to whose accounts the securities of such series are credited on the record date, identified in a listing attached to the omnibus
proxy.

 

So long as securities are in book-entry form, we will make payments
on those securities to the depositary or its nominee, as the registered owner of such securities, by wire transfer of immediately
available funds. If securities are issued in definitive certificated form under the limited circumstances described below and unless
otherwise provided in the description of the applicable securities herein or in the applicable prospectus supplement, we will have
the option of making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts
in the United States designated in writing to the applicable trustee or other designated party at least 15 days before the applicable
payment date by the persons entitled to payment, unless a shorter period is satisfactory to the applicable trustee or other designated
party.

 

Redemption proceeds, distributions and dividend payments on
the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail
information from us on the payment date in accordance with their respective holdings shown on DTC records. Payments by participants
to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for
the account of customers in bearer form or registered in “street name.” Those payments will be the responsibility of
participants and not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of
redemption proceeds, distributions and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC, is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and
disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.

 

Except under the limited circumstances described below, purchasers
of securities will not be entitled to have securities registered in their names and will not receive physical delivery of securities.
Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the securities
and the indenture.

 

The laws of some jurisdictions may require that some purchasers
of securities take physical delivery of securities in definitive form. Those laws may impair the ability to transfer or pledge
beneficial interests in securities.

 

DTC may discontinue providing its services as securities depositary
with respect to the securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor
depositary is not obtained, securities certificates are required to be printed and delivered.

 

As noted above, beneficial owners of a particular series of
securities generally will not receive certificates representing their ownership interests in those securities. However, if:

 

· DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing
such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required
to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware
of DTC’s ceasing to be so registered, as the case may be;

 

· we determine, in our sole discretion, not to have such securities represented by one or more global securities; or

 

· an event of default has occurred and is continuing with respect to such series of securities,

 

we will prepare and deliver certificates for such securities
in exchange for beneficial interests in the global securities. Any beneficial interest in a global security that is exchangeable
under the circumstances described in the preceding sentence will be exchangeable for securities in definitive certificated form
registered in the names that the depositary directs. It is expected that these directions will be based upon directions received
by the depositary from its participants with respect to ownership of beneficial interests in the global securities.

 

 

Euroclear and Clearstream

 

If so provided in the applicable prospectus supplement, you
may hold interests in a global security through Clearstream Banking S.A. (“Clearstream”), or Euroclear Bank S.A./N.V.,
as operator of the Euroclear System (“Euroclear”), either directly if you are a participant in Clearstream or Euroclear
or indirectly through organizations which are participants in Clearstream or Euroclear. Clearstream and Euroclear will hold interests
on behalf of their respective participants through customers’ securities accounts in the names of Clearstream and Euroclear,
respectively, on the books of their respective U.S. depositaries, which in turn will hold such interests in customers’ securities
accounts in such depositaries’ names on DTC’s books.

 

Clearstream and Euroclear are securities clearance systems in
Europe. Clearstream and Euroclear hold securities for their respective participating organizations and facilitate the clearance
and settlement of securities transactions between those participants through electronic book-entry changes in their accounts, thereby
eliminating the need for physical movement of certificates.

 

Payments, deliveries, transfers, exchanges, notices and other
matters relating to beneficial interests in global securities owned through Euroclear or Clearstream must comply with the rules
and procedures of those systems. Transactions between participants in Euroclear or Clearstream, on one hand, and other participants
in DTC, on the other hand, are also subject to DTC’s rules and procedures.

 

Investors will be able to make and receive through Euroclear
and Clearstream payments, deliveries, transfers and other transactions involving any beneficial interests in global securities
held through those systems only on days when those systems are open for business. Those systems may not be open for business on
days when banks, brokers and other institutions are open for business in the United States.

 

Cross-market transfers between participants in DTC, on the one
hand, and participants in Euroclear or Clearstream, on the other hand, will be effected through DTC in accordance with DTC’s
rules on behalf of Euroclear or Clearstream, as the case may be, by their respective U.S. depositaries; however, such cross-market
transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such
system in accordance with the rules and procedures and within the established deadlines (European time) of such system. Euroclear
or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its U.S.
depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global securities
through DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement. Participants in
Euroclear or Clearstream may not deliver instructions directly to their respective U.S. depositaries.

 

Due to time zone differences, the securities accounts of a participant
in Euroclear or Clearstream purchasing an interest in a global security from a direct participant in DTC will be credited, and
any such crediting will be reported to the relevant participant in Euroclear or Clearstream, during the securities settlement processing
day (which must be a business day for Euroclear or Clearstream) immediately following the settlement date of DTC. Cash received
in Euroclear or Clearstream as a result of sales of interests in a global security by or through a participant in Euroclear or
Clearstream to a direct participant in DTC will be received with value on the settlement date of DTC but will be available in the
relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement
date.

 

Other

 

The information in this section of this prospectus concerning
DTC, Clearstream, Euroclear and their respective book-entry systems has been obtained from sources that we believe to be reliable,
but we do not take responsibility for this information. This information has been provided solely as a matter of convenience. The
rules and procedures of DTC, Clearstream and Euroclear are solely within the control of those organizations and could change at
any time. Neither we nor the trustee nor any agent of ours or of the trustee has any control over those entities and none of us
takes any responsibility for their activities. You are urged to contact DTC, Clearstream and Euroclear or their respective participants
directly to discuss those matters. In addition, although we expect that DTC, Clearstream and Euroclear will perform the foregoing
procedures, none of them is under any obligation to perform or continue to perform such procedures and such procedures may be discontinued
at any time. Neither we nor any agent of ours will have any responsibility for the performance or nonperformance by DTC, Clearstream
and Euroclear or their respective participants of these or any other rules or procedures governing their respective operations.

 

 

PLAN OF DISTRIBUTION

 

We may sell the securities from time to time pursuant to underwritten
public offerings, negotiated transactions, block trades or a combination of these methods or through underwriters or dealers, through
agents and/or directly to one or more purchasers. The securities may be distributed from time to time in one or more transactions:

 

· at a fixed price or prices, which may be changed;

 

· at market prices prevailing at the time of sale;

 

· at prices related to such prevailing market prices; or

 

 

Each time that we sell securities covered by this prospectus,
we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and
conditions of the offering of such securities, including the offering price of the securities and the proceeds to us, if applicable.

 

Offers to purchase the securities being offered by this prospectus
may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent
involved in the offer or sale of our securities will be identified in a prospectus supplement.

 

If a dealer is utilized in the sale of the securities being
offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of resale.

 

If an underwriter is utilized in the sale of the securities
being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name
of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities
to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act
as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities
to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then
resell the securities at varying prices to be determined by the dealer.

 

Any compensation paid to underwriters, dealers or agents in
connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating
dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution
of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”), and any discounts and commissions received by them and any profit realized by them on resale of the securities may
be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents
against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to
make in respect thereof and to reimburse those persons for certain expenses.

 

Any common stock will be listed on the Nasdaq Global Select
Market, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities,
certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price
of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating
in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments
or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these
persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by
imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities
sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize
or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions
may be discontinued at any time.

 

 

We may engage in at the market offerings into an existing trading
market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with
third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the
applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use
securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock,
and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The
third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable
prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution
or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement.
Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection
with a concurrent offering of other securities.

 

The specific terms of any lock-up provisions in respect of any
given offering will be described in the applicable prospectus supplement.

 

The underwriters, dealers and agents may engage in transactions
with us, or perform services for us, in the ordinary course of business for which they receive compensation.

 

LEGAL MATTERS

 

The validity of the securities being offered hereby will be
passed on by Dentons US LLP. Any underwriters, dealers or agents will also be advised about the validity of the securities and
other legal matters by their own counsel, which will be named in the prospectus supplement.

 

EXPERTS

 

The consolidated financial statements of Immunic, Inc. as of
December 31, 2019 and 2018 and for each of the two years in the period ended December 31, 2019 incorporated in this prospectus
by reference to our Annual Report on Form 10-K for the year ended December 31, 2019, have been so incorporated in reliance on the
report of Baker Tilly US, LLP, an independent registered public accounting firm, given on the authority of said firm as experts
in auditing and accounting (which report contains an explanatory paragraph describing conditions that raise substantial doubt about
our ability to continue as a going concern as of the date of such report as described in Note 1 to the consolidated financial statements).

 

 

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14. Other Expenses of Issuance and Distribution.

 

The following table sets forth all costs and expenses, other
than underwriting discounts and commissions, payable by us in connection with the sale of the securities being registered hereunder.
All of the amounts shown shall be paid by us and are estimates except for the SEC registration fee, which was previously paid.

 

SEC Registration Fee $ 27,275  
FINRA filing fee   **  
The Nasdaq Global Select Market supplemental listing fee   **  
Printing expenses   **  
Legal fees and expenses   **  
Accounting fees and expenses   **  
Blue Sky, qualification fees and expenses   **  
Transfer agent fees and expenses   **  
Trustee fees and expenses   **  
Warrant agent fees and expenses   **  
Miscellaneous   **  
       
Total   **  

 

** The amount of securities and number of offerings
are indeterminable and the expenses cannot be estimated at this time.

 

Item 15. Indemnification of Directors and Officers.

 

We are incorporated under the laws of the state of Delaware.
Section 145(a) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.

 

Section 145(b) of the DGCL provides that a Delaware corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, joint venture, trust or other enterprise, against expenses (including attorneys’
fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the
person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

 

Further subsections of DGCL Section 145 provide that:

 

(1) to the extent a present or former director or officer of
a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections
(a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses,
including attorneys’ fees, actually and reasonably incurred by such person in connection therewith;

 

 

(2) the indemnification and advancement of expenses provided
for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and

 

(3) the corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity,
or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person
against such liability under Section 145 of the DGCL.

 

Section 145 of the DGCL makes provision for the indemnification
of officers and directors in terms sufficiently broad to indemnify our officers and directors under certain circumstances from
liabilities (including reimbursement for expenses incurred) arising under the Securities Act. Our bylaws provide, in effect, that,
to the fullest extent and under the circumstances permitted by Section 145 of the DGCL, we will indemnify any person (and the estate
of any person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director
or officer of our company or is or was serving at our request as a director or officer of another corporation or enterprise. We
may, in our discretion, similarly indemnify its employees and agents.

 

We have entered into indemnification agreements with our officers
and directors.

 

Our certificate of incorporation relieves our directors from
monetary damages to us or our stockholders for breach of such director’s fiduciary duty as a director to the fullest extent
permitted by the DGCL. Under Section 102(b)(7) of the DGCL, a corporation may relieve its directors from personal liability to
such corporation or its stockholders for monetary damages for any breach of their fiduciary duty as directors except (i) for a
breach of the duty of loyalty, (ii) for acts or omissions not in good faith, or which involve intentional misconduct or a knowing
violation of law, (iii) for willful or negligent violations of certain provisions in the DGCL imposing certain requirements with
respect to stock repurchases, redemptions and dividends, or (iv) for any transactions from which the director derived an improper
personal benefit.

 

We currently maintain an insurance policy which, within the
limits and subject to the terms and conditions thereof, covers certain expenses and liabilities that may be incurred by directors
and officers in connection with proceedings that may be brought against them as a result of an act or omission committed or suffered
while acting as a director or officer of our company.

 

Item 16. Exhibits.

 

See the Exhibit Index attached to this registration statement
and incorporated herein by reference.

 

Item 17. Undertakings.

 

(a) The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or any decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and

 

 

(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;

 

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii)
and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is a part of the registration statement.

 

(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.

 

(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining
liability under the Securities Act to any purchaser:

 

(i) Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and

 

(ii) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the
Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date.

 

(5) That, for the purpose of determining
liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary
offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:

 

(i) Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing
prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an
offer in the offering made by the undersigned registrant to the purchaser.

 

 

(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to
the foregoing provisions described in Item 15, or otherwise, the registrants have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred
or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, each appropriate
registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

 

(d) The undersigned registrants hereby
undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section
310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2)
of the Trust Indenture Act.

 

 

EXHIBIT INDEX

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on November 13, 2020.

 

  IMMUNIC, INC.
     
  By: /s/ Daniel Vitt
  Name:   Daniel Vitt
  Title: President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Daniel Vitt and Duane Nash, and each of them acting individually, as his
or her true and lawful attorneys- in-fact and agent, with full power of each to act alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement (including post-effective amendments and any registration statement for the same offering that is
to be effective under Rule 462(b) of the Securities Act), and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power
and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully
for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact
and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature   Title   Date
         
/s/ Daniel Vitt   President, Chief Executive Officer and Director   November 13, 2020
Daniel Vitt   (principal executive officer)  
     
         
/s/ Duane Nash   Executive Chairman of the Board   November 13, 2020
Duane Nash    
         
/s/ Glenn Whaley   VP Finance   November 13, 2020
Glenn Whaley   (principal financial and accounting officer)    
     
         
/s/ Tamar Howson   Director   November 13, 2020
Tamar Howson    
         
/s/ Joerg Neermann   Director   November 13, 2020
Joerg Neermann    
         
/s/ Vincent Ossipow   Director   November 13, 2020
Vincent Ossipow    
         
/s/ Barclay Phillips   Director   November 13, 2020
Barclay Phillips    
         
/s/ Jan Van den Bossche   Director   November 13, 2020
Jan Van den Bossche    

 

II-6

 

 

Exhibit 4.1

 

IMMUNIC, INC.

 

Issuer

 

AND

 

as Trustee

 

INDENTURE

 

Dated as of , 20

 

Debt Securities

 

 

CROSS-REFERENCE TABLE(1)

 

SECTION OF

 

TRUST INDENTURE

 

ACT OF 1939, AS AMENDED

 

 

SECTION(S) OF

 

INDENTURE

 

310(a)   7.9
310(b)   7.8
311(a)   7.13
311(b)   7.13
312(a)   5.1, 5.2(a)
312(b)   5.2(b)
312(c)   5.2(c)
313(a)   5.4
313(b)   5.4
313(c)   5.4
313(d)   5.4
314(a)   5.3, 14.12
314(c)   14.7(a)
314(e)   14.7(b)
315(a)   7.1
315(b)   7.14
315(c)   7.1
315(d)   7.1
315(e)   6.7
316(a)   6.6, 8.4
316(b)   6.4
316(c)   8.1
317(a)   6.2
317(b)   4.2
318(a)   14.9
  (1) This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.
         

 

TABLE OF CONTENTS

 

    Page
     
ARTICLE I DEFINITIONS 1
     
Section 1.1 Definitions of Terms. 1
Section 1.2 Incorporation by Reference of Trust Indenture Act. 6
     
ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 6
     
Section 2.1 Designation and Terms of Securities. 6
Section 2.2 Form of Securities and Trustee’s Certificate. 9
Section 2.3 Denominations; Provisions for Payment. 9
Section 2.4 Execution and Authentication. 10
Section 2.5 Registration of Transfer and Exchange. 11
Section 2.6 Temporary Securities. 12
Section 2.7 Mutilated, Destroyed, Lost or Stolen Securities. 13
Section 2.8 Cancellation. 14
Section 2.9 Benefits of Indenture. 14
Section 2.10 Authenticating Agent. 14
Section 2.11 Global Securities. 15
Section 2.12 Cusip and Isin Numbers. 16
     
ARTICLE III REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 16
     
Section 3.1 Redemption. 16
Section 3.2 Notice of Redemption. 16
Section 3.3 Payment upon Redemption. 17
Section 3.4 Sinking Fund. 18
Section 3.5 Satisfaction of Sinking Fund Payments with Securities. 18
Section 3.6 Redemption of Securities for Sinking Fund. 18
     
ARTICLE IV COVENANTS 19
     
Section 4.1 Payment of Principal, Premium and Interest. 19
Section 4.2 Paying Agent and Security Registrar. 19
Section 4.3 Appointment to Fill Vacancy in Office of Trustee. 21
Section 4.4 Compliance with Consolidation Provisions. 21
     
ARTICLE V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE 21
     
Section 5.1 Company to Furnish Trustee Names and Addresses of Securityholders. 21
Section 5.2 Preservation of Information; Communications with Securityholders. 21
Section 5.3 Reports by the Company. 22
Section 5.4 Reports by the Trustee. 22
ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT 23
     
Section 6.1 Events of Default. 23
Section 6.2 Collection of Indebtedness and Suits for Enforcement by Trustee. 25
Section 6.3 Application of Moneys Collected. 26
Section 6.4 Limitation on Suits. 26
Section 6.5 Rights and Remedies Cumulative; Delay or Omission not Waiver. 27
Section 6.6 Control by Securityholders. 28
Section 6.7 Undertaking to Pay Costs. 28
     
ARTICLE VII CONCERNING THE TRUSTEE 29

 

 

Section 7.1 Certain Duties and Responsibilities of Trustee. 29
Section 7.2 Certain Rights of Trustee. 30
Section 7.3 Trustee not Responsible for Recitals or Issuance or Securities. 31
Section 7.4 May Hold Securities and Otherwise Deal with the Company. 32
Section 7.5 Moneys Held in Trust. 32
Section 7.6 Compensation and Reimbursement. 32
Section 7.7 Reliance on Officer’s Certificate. 33
Section 7.8 Disqualification; Conflicting Interests. 33
Section 7.9 Corporate Trustee Required; Eligibility. 33
Section 7.10 Resignation and Removal; Appointment of Successor. 34
Section 7.11 Acceptance of Appointment by Successor. 35
Section 7.12 Merger, Conversion, Consolidation or Succession to Business. 36
Section 7.13 Preferential Collection of Claims Against the Company. 37
Section 7.14 Notice of Default. 37
Section 7.15 Limitation of Liability 37
     
ARTICLE VIII CONCERNING THE SECURITYHOLDERS 37
     
Section 8.1 Evidence of Action by Securityholders. 37
Section 8.2 Proof of Execution by Securityholders. 38
Section 8.3 Who may be Deemed Owners. 38
Section 8.4 Certain Securities Owned by Company Disregarded. 39
Section 8.5 Actions Binding on Future Securityholders. 39
     
ARTICLE IX SUPPLEMENTAL INDENTURES 39
     
Section 9.1 Supplemental Indentures without the Consent of Securityholders. 39
Section 9.2 Supplemental Indentures with the Consent of Securityholders. 41
Section 9.3 Effect of Supplemental Indentures. 42
Section 9.4 Securities Affected by Supplemental Indentures. 42
Section 9.5 Execution of Supplemental Indentures. 42
     
ARTICLE X SUCCESSOR ENTITY 43
     
Section 10.1 Company may Consolidate, etc. 43
Section 10.2 Successor Entity Substituted. 43
Section 10.3 Evidence of Consolidation, etc. To Trustee. 44
ARTICLE XI SATISFACTION AND DISCHARGE 44
     
Section 11.1 Satisfaction and Discharge of Indenture. 44
Section 11.2 Application of Trust Money. 45
     
ARTICLE XII LEGAL DEFEASANCE AND COVENANT DEFEASANCE 46
     
Section 12.1 Option to Effect Legal Defeasance or Covenant Defeasance. 46
Section 12.2 Legal Defeasance and Discharge. 46
Section 12.3 Covenant Defeasance. 47
Section 12.4 Conditions to Legal or Covenant Defeasance. 47
Section 12.5 Deposited Money and Government Securities to be Held in Trust; other Miscellaneous Provisions. 48
Section 12.6 Repayment to Company. 49
Section 12.7 Reinstatement. 49
     
ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 50
     
Section 13.1 No Recourse. 50

 

 

ARTICLE XIV MISCELLANEOUS PROVISIONS 50
     
Section 14.1 Effect on Successors and Assigns. 50
Section 14.2 Actions by Successor. 50
Section 14.3 Surrender of Company Powers. 50
Section 14.4 Notices. 50
Section 14.5 Governing Law/Waiver of Jury Trial. 51
Section 14.6 Treatment of Securities as Debt. 51
Section 14.7 Compliance Certificates and Opinions. 51
Section 14.8 Payments on Business Days. 51
Section 14.9 Conflict with Trust Indenture Act. 52
Section 14.10 Counterparts. 52
Section 14.11 Severability. 52
Section 14.12 Compliance Certificates. 52
Section 14.13 Usa Patriot Act 52
Section 14.14 Consent to Jurisdiction and Service 53
Section 14.15 Force Majeure 53

 

 

INDENTURE

 

INDENTURE, dated as
of , 20 , among IMMUNIC, INC., a Delaware corporation (the “Company”), and ________________________________,
a national banking association organized under the laws of the United States, as trustee (the “Trustee”):

 

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

 

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

 

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

 

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

 

ARTICLE
I

 

DEFINITIONS

 

Section 1.1 Definitions of Terms.

 

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

 

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

 

Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified person. For purposes of this definition, “control,” 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. For purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” have correlative meanings.

 

Authorized Officer,”
when used with respect to the Company, means the Chairman of the Board of Directors, the Co-Chief Executive Officers, the President,
the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary
or any Executive Vice President or Senior Vice President of the Company.

 

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

 

Board of Directors
means the Board of Directors of the Company or any duly authorized committee of such Board.

 

Board Resolution” means
a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors, or such committee of the Board of Directors or officers of the Company to which authority to act on
behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and
to be delivered to the Trustee.

 

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

 

Code” means the Internal
Revenue Code of 1986, as amended.

 

Commission” means the
Securities and Exchange Commission.

 

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

 

 

Company Request” and
Company Order” means a written request or order signed in the name of the Company by one or more Authorized
Officers of the Company, and delivered to the Trustee.

 

Corporate Trust Office
means the principal office of the Trustee at which, at any particular time, this Indenture shall be administered, which office
at the date hereof is located at ; Attention: . With respect to presentation for transfer or exchange, conversions or principal
payment, such address shall be ; Attention: , or such other address as the Trustee may designate from time to time by written notice
to the Securityholders and the Company, or the principal corporate trust office of any successor Trustee (or such other address
as such successor Trustee may designate from time to time by written notice to the Securityholders and the Company).

 

Covenant Defeasance
shall have the meaning set forth in Section 12.3.

 

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

 

Default” means any
event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

 

Depositary” means,
with respect to Securities of any series for which the Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing
agency under the Exchange Act, or other applicable statute or regulation, which, in each case, shall be designated by the Company
pursuant to either Section 2.1 or 2.11.

 

Event of Default” means,
with respect to Securities of a particular series, any event specified in Section 6.1, continued for the period of time, if any,
therein designated.

 

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

 

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

 

Governmental Obligations
means securities that are (a) direct obligations of the U.S. for the payment of which its full faith and credit is pledged or (b)
obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the U.S., the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the U.S. that, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act) as custodian with respect to any such Governmental Obligation or a specific payment of principal of or interest
on any such Governmental Obligation held by such custodian for the account of the holder of such depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in respect of the Governmental Obligation or the specific
payment of principal of or interest on the Governmental Obligation evidenced by such depositary receipt.

 

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

 

Indenture” means this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more Board Resolutions or
one or more indentures supplemental hereto entered into in accordance with the terms hereof.

 

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

 

Legal Defeasance” shall
have the meaning set forth in Section 12.2.

 

Officer’s Certificate
means a certificate signed by an Authorized Officer of the Company that is delivered to the Trustee in accordance with the terms
hereof. Each such certificate shall include the statements provided for in Section 14.7, if and to the extent required by the provisions
thereof. An Officer’s Certificate given pursuant to Section 14.12 shall be signed by the principal executive, financial or
accounting officer of the Company but need not contain the statements provided for in Section 14.7.

 

Opinion of Counsel
means an opinion in writing subject to customary exceptions of legal counsel, who may be an employee of or counsel for the Company,
that is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided for
in Section 14.7, if and to the extent required by the provisions thereof.

 

 

Outstanding,” when
used with reference to Securities of any series, means, subject to the provisions of Section 8.4, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretofore
canceled by the Trustee, or delivered to the Trustee or any Paying Agent for cancellation or that have previously been canceled;
(b) Securities or portions thereof for the payment or redemption of which cash or Governmental Obligations in the necessary amount
shall have been irrevocably deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have
been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent); provided, however, that
if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall
have been given as in Article III provided, or provision satisfactory to the Trustee shall have been made for giving such notice;
and (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant
to the terms of Section 2.7, unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is
held by a protected purchaser.

 

Paying Agent” shall
have the meaning set forth in Section 4.2(a).

 

Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability
company or government or other entity, and includes any syndicate or group that would be deemed to be a “person” under
Section 13(d)(3) of the Exchange Act.

 

Predecessor Security
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.7 in lieu
of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.

 

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

 

Securities” shall have
the meaning set forth in the recitals to this Indenture.

 

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

 

Securityholder,” “holder
of Securities
,” “registered holder,” or other similar term, means the Person or Persons in whose name
or names a particular Security shall be registered on the Security Register in accordance with the terms of this Indenture.

 

Security Register
shall have the meaning set forth in Section 4.2(a).

 

Security Registrar
shall have the meaning set forth in Section 4.2(a).

 

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 or a coupon representing such installment of interest as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.

 

Subsidiary” means,
with respect to any Person, (i) any corporation at least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries,
(ii) any general partnership, joint venture or similar entity, at least a majority of whose outstanding partnership or similar
interests shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of
its Subsidiaries and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner.

 

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

 

Trust Indenture Act
means the Trust Indenture Act of 1939, as amended.

 

Trust Officer” means
any officer of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to
a particular corporate trust matter hereunder, any other officer of the Trustee to whom such matter is referred because of his
or her knowledge of and familiarity with the particular subject.

 

Uniform Commercial Code
means the New York Uniform Commercial Code as in effect from time to time.

 

U.S.” means the United
States of America.

 

USA Patriot Act” shall
have the meaning set forth in Section 14.13.

 

Voting Stock,” as applied
to stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.

 

SECTION 1.2 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

 

Whenever this Indenture refers to a provision
of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

 

 

All Trust Indenture Act terms used in this
Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by
Commission rule have the meanings assigned to them by such definitions.

 

ARTICLE
II

 

ISSUE,
DESCRIPTION, TERMS, EXECUTION, REGISTRATION

 

AND
EXCHANGE OF SECURITIES

 

Section 2.1 Designation and Terms of Securities.

 

The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series up
to the aggregate principal amount of Securities of that series from time to time authorized by or pursuant to a Board Resolution
or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or
more indentures supplemental hereto:

 

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

 

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

 

(3) the date or dates
on which the principal of the Securities of the series is payable, any original issue discount that may apply to the Securities
of that series upon their issuance, the principal amount due at maturity, and the place(s) of payment;

 

(4) the rate or rates
at which the Securities of the series shall bear interest or the manner of calculation of such rate or rates, if any, and whether
the rate(s) are fixed or variable;

 

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

 

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

 

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

 

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

 

(9) the terms of the
subordination of any series of subordinated debt;

 

(10) the form of the
Securities of the series including the form of the certificate of authentication for such series;

 

(11) if other than
minimum denominations of two thousand U.S. dollars ($2,000) or any integral multiple of one thousand U.S. dollars ($1,000) in excess
thereof, the minimum denominations and multiples in excess thereof in which the Securities of the series shall be issuable;

 

(12) whether the Securities
are issuable as a Global Security and, in such case, the terms and the identity of the Depositary for such series;

 

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

 

(14) if other than
the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.1;

 

 

(15) any additional
or different Events of Default or restrictive covenants (which may but shall not be required to include, among other restrictions,
restrictions on the Company’s ability or the ability of the Company’s Subsidiaries to: incur additional indebtedness;
issue additional securities; create liens; pay dividends or make distributions in respect of their capital stock; redeem capital
stock; in the case of such Subsidiaries, pay dividends, make distributions or transfer assets; make investments or other restricted
payments; sell or otherwise dispose of assets; enter into sale leaseback transactions; engage in transactions with stockholders
and affiliates; issue or sell stock of the Company’s Subsidiaries; or effect a consolidation or merger) or financial covenants
(which may include, among other financial covenants, financial covenants that require the Company and its Subsidiaries to maintain
specified interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios) provided for with respect to
the Securities of the series;

 

(16) if other than
U.S. dollars, the coin or currency in which the Securities of the series are denominated (including, but not limited to, foreign
currency);

 

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

 

(18) a discussion of
any material U.S. federal income tax considerations applicable to the Securities of the series;

 

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

 

(20) the terms, if
any, relating to any auction or remarketing of the Securities of the series and any security for the obligations of the Company
with respect to such Securities;

 

(21) whether the Securities
of the series are secured or unsecured, and if the Securities are secured, the terms of the secured Securities;

 

(22) information describing
any book-entry features;

 

(23) the identity of
any guarantors and the terms of the guarantees; and

 

(24) any and all other
terms with respect to the series (which terms shall not be inconsistent with the terms of this Indenture, as amended by any Board
Resolution or supplemental indenture, but which may modify or delete any provisions of this Indenture insofar as it applies to
such series), including any terms which may be required by or advisable under the laws of the U.S. or regulations thereunder or
advisable (as determined by the Company) in connection with the marketing of Securities of that series.

 

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

 

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

 

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

 

Section 2.2 Form of Securities and Trustee’s Certificate.

 

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

 

Section 2.3 Denominations; Provisions for Payment.

 

The Securities shall be issuable as registered
Securities and in the minimum denomination of two thousand U.S. dollars ($2,000) or any integral multiple of one thousand U.S.
dollars ($1,000) in excess thereof, subject to Section 2.1(11). The Securities of a particular series shall bear interest payable
on the dates and at the rate specified with respect to that series. The principal of and the interest on the Securities of any
series, as well as any premium thereon, shall be payable in the coin or currency of the U.S. that at the time is legal tender for
public and private debt, at the office or agency of the Company maintained for that purpose in the United States, which shall initially
be an office or agency of the Trustee. Each Security shall be dated the date of its authentication. Interest on the Securities
shall be computed on the basis of a 360-day year composed of twelve 30-day months. Presentment and surrender of the Securities
is required for final payment thereon.

 

 

The interest installment on any Security
that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall
be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business
on the regular record date for such interest installment. In the event that any Security of a particular series or portion thereof
is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date
and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security
as provided in Section 3.3.

 

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

 

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

 

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

 

Unless otherwise set forth in a Board Resolution
or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.1 hereof,
the term “regular record date” as used in this Section with respect to a series of Securities and any Interest
Payment Date for such series shall mean either the fifteenth day of the month immediately preceding the month in which an Interest
Payment Date established for such series pursuant to Section 2.1 hereof shall occur, if such Interest Payment Date is the first
day of a month, or the last day of the month immediately preceding the month in which an Interest Payment Date established for
such series pursuant to Section 2.1 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether
or not such date is a Business Day.

 

Subject to the foregoing provisions of
this Section and Sections 2.5 and 2.11, each Security of a series delivered under this Indenture upon transfer of or in exchange
for or in lieu of any other Security of such series shall carry the rights to interest accrued and unpaid, and to accrue, that
were carried by such other Security.

 

SECTION 2.4 EXECUTION AND AUTHENTICATION.

 

The Securities shall be signed on behalf
of the Company by an Authorized Officer and, to the extent necessary, under its corporate seal. Signatures may be in the form of
a manual or facsimile signature.

 

The Company may use the facsimile signature
of any Person who shall have been an Authorized Officer thereof, notwithstanding the fact that at the time the Securities shall
be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. To the extent
a Company seal is necessary, the Company seal may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted
or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law,
stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee.

 

 

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

 

In authenticating such Securities and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and (subject to
Section 7.1) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating that the form and terms thereof
have been established in conformity with the provisions of this Indenture.

 

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

 

SECTION 2.5 REGISTRATION OF TRANSFER AND EXCHANGE.

 

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

 

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

 

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

 

(c) Except as provided
pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one
or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer
of Securities, or issue of new Securities in case of partial repurchase or redemption of any series, but the Company and the Trustee
may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.6, Section 3.3(b) and Section 9.4 not involving any transfer.

 

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

 

(e) Successive registrations
and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration
shall be noted on the register for the Securities.

 

(f) The Security Registrar
shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Security
Registrar of Securities upon transfer or exchange of Securities.

 

(g) The provisions
of this Section 2.5 are, with respect to any Global Security, subject to Section 2.11 hereof.

 

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

 

(i) Neither the Trustee
nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

 

 

SECTION 2.6 TEMPORARY SECURITIES.

 

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

 

SECTION 2.7 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

 

In case any temporary or definitive Security
shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute, and
upon a Company Request, the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same series, bearing
a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution
for the Security so destroyed, lost or stolen. In every case, the requirements of Section 8-405 of the Uniform Commercial Code
shall be met and the applicant for a substituted Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant’s
Security and of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the
delivery of a Company Order. Upon the issuance of any substituted Security, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

 

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

 

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

 

SECTION 2.8 CANCELLATION.

 

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

 

 

SECTION 2.9 BENEFITS OF INDENTURE.

 

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

 

SECTION 2.10 AUTHENTICATING AGENT.

 

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

 

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

 

SECTION 2.11 GLOBAL SECURITIES.

 

(a) If the Company
shall establish pursuant to Section 2.1 that the Securities of a particular series are to be issued as a Global Security, then
the Company shall execute and the Trustee shall, in accordance with Section 2.4, authenticate and deliver, a Global Security that
(i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities
of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee
to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following
effect: “Except as otherwise provided in Section 2.11 of this Indenture, this Security may be transferred, in whole but not
in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.”

 

(b) Notwithstanding
the provisions of Section 2.5, the Global Security of a series may be transferred, in whole but not in part and in the manner provided
in Section 2.5, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected
or approved by the Company or to a nominee of such successor Depositary. Nothing in this Section 2.11(b) shall prohibit or render
ineffective any transfer of a beneficial interest in a Global Security effected in accordance with the other provisions of this
Indenture.

 

(c) If at any time
the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for
such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default
has occurred and is continuing and the Company has received a request from the Depositary, this Section 2.11 shall no longer be
applicable to the Securities of such series and the Company will execute, and subject to Section 2.4, the Trustee will authenticate
and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security.
In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global
Security and that the provisions of this Section 2.11 shall no longer apply to the Securities of such series. In such event the
Company will execute and, subject to Section 2.4, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination
by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange
for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons,
in authorized denominations, the Global Security shall be canceled by the Trustee. Such Securities in definitive registered form
issued in exchange for the Global Security pursuant to this Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct
the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered.

 

 

SECTION 2.12 CUSIP AND ISIN NUMBERS.

 

The Company, in issuing the Securities,
shall use CUSIP and ISIN numbers for such Securities (if then generally in use). The Trustee shall use CUSIP and ISIN numbers in
notices of redemption as a convenience to holders; provided, however, that neither the Company nor the Trustee shall have any responsibility
for any defect in the CUSIP or ISIN number that appears on any Security, check, advice of payment or redemption notice, and any
such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on
the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly
notify the Trustee in writing in the event of any change in the CUSIP or ISIN numbers.

 

ARTICLE
III

 

REDEMPTION
OF SECURITIES AND SINKING FUND PROVISIONS

 

 

The Company may redeem the Securities of
any series issued hereunder on and after the dates and in accordance with the terms established for such series pursuant to Section
2.1 hereof. The provisions of this Article III may be modified, amended or replaced, in part or in their entirety, with Securities
of any series, by an Officer’s Certificate pursuant to a Board Resolution or one or more indentures supplemental hereto,
in each case in accordance with Section 2.1 hereof.

 

SECTION 3.2 NOTICE OF REDEMPTION.

 

(a) In case the Company
shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance
with any right the Company reserved for itself to do so pursuant to Section 2.1 hereof, the Company shall, or shall cause the Trustee
to, give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid
(or, in the case of Securities held in book-entry form, by electronic transmission), a notice of such redemption not less than
30 days and not more than 60 days (except in accordance with Articles XI and XII) before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the Security Register, unless a shorter period is specified
in the Securities to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the
holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance
with any such restriction.

 

Each such notice of redemption shall specify
the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that
payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Paying Agent or as
otherwise established in a Board Resolution or an indenture supplemental hereto, upon presentation and surrender of such Securities,
that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date
interest will cease to accrue and that the redemption is from a sinking fund, if such is the case. If less than all the Securities
of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in part shall specify the
particular Securities to be so redeemed.

 

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

 

(b) If less than all
the Securities of a series are to be redeemed, the Company shall give the Trustee at least 45 days’ notice (unless a shorter
notice shall be satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal amount of
Securities of the series to be redeemed, and thereupon the Trustee shall select, (i) if the Securities are in the form of Global
Securities, in accordance with the procedures of the Depositary, or (ii) if the Securities are not in the form of Global Securities,
by lot, a portion or portions (equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof) of the principal amount
of such Securities of a denomination larger than $2,000, the Securities to be redeemed and shall thereafter promptly notify the
Company in writing of the numbers of the Securities to be redeemed, in whole or in part. The Company may, if and whenever it shall
so elect, by delivery of instructions signed on its behalf by an Authorized Officer, instruct the Trustee or any Paying Agent to
call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set
forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such Paying Agent may deem
advisable. In any case in which notice of redemption is to be given by the Trustee or any such Paying Agent, the Company shall
deliver or cause to be delivered to, or permit to remain with, the Trustee or such Paying Agent, as the case may be, such Security
Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such Paying
Agent to give any notice by mail that may be required under the provisions of this Section.

 

 

SECTION 3.3 PAYMENT UPON REDEMPTION.

 

(a) If the giving of
notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be
redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption and interest on such Securities or portions of
Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of
such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender
of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall
be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon to the date fixed
for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date
shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.3).

 

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

 

SECTION 3.4 SINKING FUND.

 

If Securities of a series provide for a
sinking fund as contemplated by Section 2.1, the provisions of this Section 3.4 and Sections 3.5 and 3.6 shall be applicable to
any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 2.1 for
Securities of such series.

 

The minimum amount of any sinking fund
payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount
of any sinking fund payment may be subject to reduction as provided in Section 3.5. Each sinking fund payment shall be applied
to the redemption of Securities of any series as provided for by the terms of Securities of such series.

 

SECTION 3.5 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

 

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

 

SECTION 3.6 REDEMPTION OF SECURITIES FOR SINKING FUND.

 

Not less than 45 days prior to each sinking
fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will
deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 3.5 and the basis for such credit and will, together with such Officer’s Certificate,
deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and
cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section
3.2. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated
in Section 3.3.

 

 

ARTICLE
IV

 

COVENANTS

 

SECTION 4.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

 

The Company will duly and punctually pay
or cause to be paid the principal of (and premium, if any) and interest on the Securities of that series at the time and place
and in the manner provided herein and established with respect to such Securities. Payments of principal on the Securities may
be made at the time provided herein and established with respect to such Securities by U.S. dollar check drawn on and mailed to
the address of the Securityholder entitled thereto as such address shall appear in the Security Register, or U.S. dollar wire transfer
to, a U.S. dollar account (such a wire transfer to be made only to a Securityholder of an aggregate principal amount of Securities
of the applicable series in excess of U.S. $2,000,000 and only if such Securityholder shall have furnished wire instructions to
the Trustee no later than 15 days prior to the relevant payment date). Payments of interest on the Securities may be made at the
time provided herein and established with respect to such Securities by U.S. dollar check mailed to the address of the Securityholder
entitled thereto as such address shall appear in the Security Register, or U.S. dollar wire transfer to, a U.S. dollar account
(such a wire transfer to be made only to a Securityholder of an aggregate principal amount of Securities of the applicable series
in excess of U.S. $2,000,000 and only if such Securityholder shall have furnished wire instructions in writing to the Security
Registrar and the Trustee no later than 15 days prior to the relevant payment date).

 

SECTION 4.2 PAYING AGENT AND SECURITY REGISTRAR.

 

(a) So long as any
series of the Securities remain Outstanding, the Company shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (“Security Registrar”), an office or agency where Securities may be
presented for payment (“Paying Agent”) and an office or agency where notices to or upon the Company in respect
of the Securities and this Indenture may be served. The Security Registrar shall keep a register for the recordation of, and shall
record, the names and addresses of holders of the Securities, the Securities held by each holder and the transfer and exchange
of Securities (the “Security Register”). The entries in the Security Register shall be conclusive, and the parties
may treat each Person whose name is recorded in the Security Register pursuant to the terms hereof as a holder hereunder for all
purposes of this Indenture. The Company may have one or more co-Security Registrars and one or more additional Paying Agents.

 

The Company hereby initially designates
the Trustee as Paying Agent and Security Registrar, and the Corporate Trust Office shall be considered as one such office or agency
of the Company for each of the aforesaid purposes, such designation to continue with respect to such office or agency until the
Company shall, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency
for such purposes or any of them.

 

(b) The Company shall
enter into an appropriate agency agreement with any Security Registrar, Paying Agent, or co-registrar not a party to this Indenture,
which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee in writing of the name and address of any such agent. If the Company
fails to maintain a Security Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation
therefor. The Company and any of its Subsidiaries may act as Paying Agent, Security Registrar or co-registrar.

 

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

 

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

 

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

 

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

 

(4) that
it will perform all other duties of Paying Agent as set forth in this Indenture.

 

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

 

 

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

 

SECTION 4.3 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

 

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

 

SECTION 4.4 COMPLIANCE WITH CONSOLIDATION PROVISIONS.

 

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

 

ARTICLE
V

 

SECURITYHOLDERS’
LISTS AND REPORTS BY

 

THE
COMPANY AND THE TRUSTEE

 

SECTION 5.1 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS.

 

The Company will furnish or cause to be
furnished to the Trustee (a) on each regular record date (as defined in Section 2.3) a list, in such form as the Trustee may reasonably
require, of the names and addresses of the holders of each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to furnish such list at any time that the list shall not differ in any respect
from the most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in writing
within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished; provided, however, that, in either case, no such list need be furnished for any
series for which the Trustee shall be the Security Registrar.

 

SECTION 5.2 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS.

 

(a) 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 the
Securityholders of each series of Securities and shall otherwise comply with Section 312(a) of the Trust Indenture Act. If the
Trustee is not the Security Registrar, the Company shall furnish to the Trustee at least ten (10) days before each interest payment
date with respect to any series of Securities 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 the Securityholders of such series of
Securities, which list may be conclusively relied upon by the Trustee.

 

(b) Securityholders
of any series may communicate pursuant to Section 312(b) of the Trust Indenture Act 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.

 

(c) The Company, the
Trustee, the Security Registrar and any other Person shall have the protection of Section 312(c) of the Trust Indenture Act.

 

SECTION 5.3 REPORTS BY THE COMPANY.

 

(a) So long as any
Security is Outstanding, the Company shall furnish a copy to the Trustee, within 15 days after the Company files the same with
the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company files with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to
deliver to the Trustee any materials for which the Company has sought and received confidential treatment by the Commission; and
provided further, so long as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysis
and Retrieval System (EDGAR), such filings shall be deemed to have been furnished to the Trustee for purposes of this Section 5.3
without any further action required by the Company. The Trustee shall have no obligation whatsoever to determine whether or not
such filings have been made.

 

 

(b) Delivery of such
reports, information and documents to the Trustee shall be 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 the covenants contained in this Indenture (as to which the Trustee is entitled
to conclusively rely upon an Officer’s Certificate).

 

SECTION 5.4 REPORTS BY THE TRUSTEE.

 

(a) The Trustee shall
transmit to the Securityholders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant
to the Trust Indenture Act at the time and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall, within 60 days after each May 15 following the date of this Indenture, deliver to holders a brief
report, dated as of such May 15, which complies with the provisions of such Section 313(a).

 

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

 

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

 

ARTICLE
VI

 

REMEDIES
OF THE TRUSTEE AND SECURITYHOLDERS

 

ON
EVENT OF DEFAULT

 

SECTION 6.1 EVENTS OF DEFAULT.

 

(a) Whenever used herein
with respect to Securities of a particular series, unless otherwise specified in a Board Resolution or in an indenture supplemental
hereto, “Event of Default” means any one or more of the following events that has occurred and is continuing:

 

(1) the Company
defaults in the payment of any installment of interest upon any of the Securities of that series, as and when the same shall become
due and payable, and such default continues for a period of 30 days; provided, however, that a valid extension of an interest payment
period by the Company in accordance with the terms of any Board Resolution or indenture supplemental hereto shall not constitute
a default in the payment of interest for this purpose;

 

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

 

(3) the Company
defaults in the performance or breach of its covenants or agreements with respect to that series contained in this Indenture or
otherwise established with respect to that series of Securities pursuant to Section 2.1 hereof (other than a covenant or agreement
that has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series)
for a period of 90 consecutive days after the date on which written notice of such failure, requiring the same to be remedied and
stating that such notice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee,
by registered or certified mail, or to the Company and the Trustee by the holders of at least 25% in principal amount of the Securities
of that series at the time Outstanding;

 

(4) the Company
pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of an order
for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially
all of its property or (iv) makes a general assignment for the benefit of its creditors;

 

(5) a court
of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company for all or substantially all of its property or (iii) orders the liquidation of
the Company, and the order or decree remains unstayed and in effect for 60 consecutive days; or

 

(6) certain
other specified events, as may be provided for in a Board Resolution or in a supplemental indenture.

 

 

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

 

(c) At any time after
the principal of (and premium, if any, on) and accrued and unpaid interest on the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, the holders of a majority in aggregate principal amount of the Securities of that series then Outstanding
hereunder, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i)
the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) any and all Securities of that series that shall have become due
otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Securities of that
series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.6, and (ii) any and all Events
of Default under this Indenture with respect to such series, other than the nonpayment of principal of (and premium, if any, on)
and accrued and unpaid interest on Securities of that series that shall not have become due by their terms, shall have been remedied
or waived as provided in Section 6.6.

 

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

 

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

 

SECTION 6.2 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

 

(a) The Company covenants
that (i) in case it shall default in the payment of any installment of interest on any of the Securities of a series, and such
default shall have continued for a period of 30 days, or (ii) in case it shall default in the payment of the principal of (or premium,
if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities
of a series or upon redemption or upon declaration or otherwise, or in any payment required by any sinking or analogous fund established
with respect to that series as and when the same shall have become due and payable, then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have
been become due and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be,
with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable
under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and,
in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable
to the Trustee under Section 7.6.

 

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

 

(c) In case of any
receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any
action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such
proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and
of the holders of Securities of such series allowed for the entire amount due and payable by the Company under this Indenture at
the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after
such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute
the same after the deduction of the amount payable to the Trustee under Section 7.6; and any receiver, assignee or trustee in bankruptcy
or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to the Trustee,
and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the
Trustee any amount due it under Section 7.6.

 

 

(d) All rights of action
and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section
7.6, be for the ratable benefit of the holders of the Securities of such series.

 

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

 

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

 

SECTION 6.3 APPLICATION OF MONEYS COLLECTED.

 

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

 

FIRST: To the payment
of reasonable costs and expenses of collection and of all amounts payable to the Trustee under Section 7.6;

 

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

 

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

 

The Trustee may fix a record date and payment
date for any payment to holders pursuant to this Section 6.3. At least 15 days before such record date, the Company shall mail
to each holder and the Trustee a notice that states the record date, the payment date and the amount to be paid.

 

SECTION 6.4 LIMITATION ON SUITS.

 

No holder of any Security of any series
shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event of Default and of
the continuance thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore provided;
(ii) the holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (iii)
such holder or holders shall have offered to the Trustee such indemnity reasonably satisfactory to it against the costs, losses,
expenses and liabilities to be incurred therein or thereby; (iv) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall have failed to institute any such action, suit or proceeding and (v) during such 60 day period, the
holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction inconsistent with
the request.

 

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

 

 

SECTION 6.5 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

 

(a) Except as otherwise
provided in Section 2.7, all powers and remedies given by this Article VI to the Trustee or to the Securityholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the
holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture or otherwise established with respect to such Securities.

 

(b) No delay or omission
of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Event of Default occurring
and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.4, every power and remedy given by this Article VI or by law
to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee
or by the Securityholders.

 

SECTION 6.6 CONTROL BY SECURITYHOLDERS.

 

The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.4, shall have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to such series; provided, however, that such direction shall not be in
conflict with any rule of law or with this Indenture. Subject to the provisions of Section 7.1, the Trustee shall have the right
to decline to follow any such direction if the Trustee in good faith shall, by a Trust Officer or officers of the Trustee, determine
that the proceeding so directed, subject to the Trustee’s duties under the Trust Indenture Act, would involve the Trustee
in personal liability or might be unduly prejudicial to the Securityholders not involved in the proceeding. The holders of a majority
in aggregate principal amount of the Securities of any series at the time Outstanding affected thereby, determined in accordance
with Section 8.4, may on behalf of the holders of all of the Securities of such series waive any past default in the performance
of any of the covenants contained herein or established pursuant to Section 2.1 with respect to such series and its consequences,
except a default in the payment of the principal of, or premium, if any, or interest on, any of the Securities of that series as
and when the same shall become due by the terms of such Securities otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with the
Trustee (in accordance with Section 6.1(c)), which requires the consent of each holder affected by such waiver. Upon any such waiver,
the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

 

SECTION 6.7 UNDERTAKING TO PAY COSTS.

 

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

 

ARTICLE
VII

 

CONCERNING
THE TRUSTEE

 

SECTION 7.1 CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.

 

(a) The Trustee, prior
to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default
with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities
of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall
be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred
(that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs. Except during the continuance of an Event of Default with
respect to the Securities of a series, in the absence of bad faith on its part, the Trustee may with respect to the Securities
of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
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 (but need
not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

 

 

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

 

(i) this
subsection (b) shall not be construed to limit the effect of subsection (a) of this Section;

 

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

 

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

 

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

 

(c) Whether or not
therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

 

SECTION 7.2 CERTAIN RIGHTS OF TRUSTEE.

 

Except as otherwise provided in Section
7.1:

 

(a) The Trustee may
conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, security or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or parties;

 

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

 

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

 

(d) The Trustee shall
be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction
of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the
Trustee security or indemnity reasonably satisfactory to it against the costs, losses, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Securities (that has not been cured or waived), to exercise with respect to Securities
of that series such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs;

 

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

 

 

(f) The Trustee shall
not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security, or other papers or documents, unless requested in writing
so to do by the holders of not less than a majority in principal amount of the Outstanding Securities of the particular series
affected thereby (determined as provided in Section 8.4), and, if so requested, except as otherwise prohibited by applicable law
or as would reasonably be expected to violate or result in the loss or impairment of any attorney-client or work product privilege,
the Trustee shall be entitled to examine the books, records, and premises of the Company, personally or by agent, or attorney,
and it shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; provided, however,
that the Company shall not be required to provide access or furnish information in the event of any litigation involving this Indenture
or the Securities except pursuant to applicable rules of discovery; and provided, further, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding. The reasonable
expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon
demand;

 

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

 

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

 

(i) The Trustee shall
not be deemed to have notice of any Default or Event of Default unless a Trust Officer has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and
such notice references the Securities and this Indenture;

 

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

 

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

 

(l) The Trustee shall
not be liable for the acts or omissions of any other agent of the Company, and may assume performance by any such agent of its
duties, absent written notice or actual knowledge to the contrary; and

 

(m) The permissive
right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.

 

SECTION 7.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES.

 

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

 

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

 

(c) The Trustee shall
not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such Securities, or
for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture or established
pursuant to Section 2.1, or for the use or application of any moneys received by any Paying Agent other than the Trustee.

 

SECTION 7.4 MAY HOLD SECURITIES AND OTHERWISE DEAL WITH THE COMPANY.

 

Subject to the Trust Indenture Act, the
Trustee, the Security Registrar, any Paying Agent or any other agent of the Company, in its individual or any other capacity, may
buy, own, hold, sell and become the pledgee of any of the Securities or any other evidences of indebtedness or other securities,
whether heretofore or hereafter created or issued, of the Company or any Subsidiary or Affiliate of the Company with the same rights
it would have if it were not Trustee, Security Registrar, Paying Agent or such other agent; and the Trustee may engage or be interested
in any financial or other transaction with the Company or any Subsidiary or Affiliate of the Company, including, without limitation,
secured and unsecured loans to the Company or any Subsidiary or Affiliate of the Company; and may maintain any and all other general
banking and business relations with the Company and any Subsidiary or Affiliate of the Company with like effect and in the same
manner and to the same extent as if the Trustee were not a party to this Indenture; and no implied covenant shall be read into
this Indenture against the Trustee in respect of any such matters.

 

SECTION 7.5 MONEYS HELD IN TRUST.

 

Subject to the provisions of Sections 11.2,
12.5, 12.6 and 12.7, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder except such as it may agree with the Company to
pay thereon.

 

 

SECTION 7.6 COMPENSATION AND REIMBURSEMENT.

 

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

 

(b) To secure the Company’s
payment obligations in this Section 7.6, 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 that held in trust to pay principal of and interest on particular Securities of such series.

 

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

 

The provisions of this Section 7.6 shall
survive the resignation or removal of the Trustee and the termination or satisfaction of this Indenture.

 

SECTION 7.7 RELIANCE ON OFFICER’S CERTIFICATE.

 

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

 

SECTION 7.8 DISQUALIFICATION; CONFLICTING INTERESTS.

 

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

 

SECTION 7.9 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

 

There shall at all times be a Trustee with
respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws
of the U.S. or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted to act
as trustee by the Commission, authorized under such laws to exercise corporate trust powers, having (or, in the case of a subsidiary
of a bank holding company, its bank holding company parent shall have) a combined capital and surplus of at least one hundred million
U.S. dollars ($100,000,000), and subject to supervision or examination by federal, state, territorial, or District of Columbia
authority.

 

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

 

 

SECTION 7.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

 

(a) The Trustee or
any successor hereafter appointed may at any time resign with respect to the Securities of one or more series by giving written
notice thereof to the Company and by transmitting notice of resignation by mail, first class postage prepaid (or, in the case of
Securities held in book-entry form, by electronic transmission), to the Securityholders of such series, as their names and addresses
appear upon the Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate, executed by order of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation, the
resigning Trustee may at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor
trustee with respect to Securities of such series, or the holders of at least 10% in the aggregate principal amount of Outstanding
Securities may petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.

 

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

 

(i) the Trustee
shall fail to comply with the provisions of Section 7.8 after written request therefor by the Company or by any Securityholder
who has been a bona fide holder of a Security or Securities for at least six months; or

 

(ii) the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.9 and shall fail to resign after written request
therefor by the Company or by any such Securityholder; or

 

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

 

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

 

(c) The holders of
a majority in aggregate principal amount of the Securities of any series at the time Outstanding may, upon 30 days’ notice,
remove the Trustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee
for such series with the consent of the Company.

 

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

 

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

 

SECTION 7.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

 

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

 

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

 

 

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

 

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

 

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

 

SECTION 7.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

 

Any corporation into which the Trustee
may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business
of the Trustee (including the administration of the trust created by this Indenture), shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of Section 7.8 and eligible under the provisions of Section
7.9, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver
the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

 

SECTION 7.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

 

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

 

SECTION 7.14 NOTICE OF DEFAULT.

 

If any Default or any Event of Default
occurs and is continuing and if the Trustee has notice of such Default or Event of Default, the Trustee shall mail to each Securityholder
in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act notice of the Default or Event of Default
within 90 days after it occurs (or, the Trustee does not have notice of such Default or Event of Default until after that time,
15 days after the Trustee has notice of such Default or Event of Default), unless such Default or Event of Default has been cured;
provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on
any Security, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines
that the withholding of such notice is in the interest of the Securityholders.

 

SECTION 7.15 LIMITATION OF LIABILITY

 

The Trustee is entering into this Indenture
and the other documents contemplated hereby and related hereto to which it is a party solely in its capacity as trustee under the
Indenture and not in its individual capacity (except as expressly stated herein) and in no case shall the Trustee (or any Person
acting as successor trustee under this Indenture) be personally liable for or on account of any of the statements, representations,
warranties, covenants or obligations stated to be those of the Company hereunder or thereunder, all such liability, if any, being
expressly waived by the parties hereto and any person claiming by, through or under such party.

 

 

ARTICLE
VIII

 

CONCERNING
THE SECURITYHOLDERS

 

SECTION 8.1 EVIDENCE OF ACTION BY SECURITYHOLDERS.

 

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

 

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

 

SECTION 8.2 PROOF OF EXECUTION BY SECURITYHOLDERS.

 

Subject to the provisions of Section 7.1,
proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his agent or proxy and
proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:

 

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

 

(b) The ownership of
Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar thereof.

 

The Trustee may require such additional
proof of any matter referred to in this Section as it shall deem necessary.

 

SECTION 8.3 WHO MAY BE DEEMED OWNERS.

 

Prior to the due presentment for registration
of transfer of any Security, the Company, the Trustee, any Paying Agent and any Security Registrar may deem and treat the Person
in whose name such Security shall be registered upon the books of the Security Registrar as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other
than the Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject
to Section 2.3) interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any Paying Agent
nor any Security Registrar shall be affected by any notice to the contrary.

 

SECTION 8.4 CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED.

 

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

 

 

SECTION 8.5 ACTIONS BINDING ON FUTURE SECURITYHOLDERS.

 

At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.1, of the taking of any action by the holders of the majority or percentage
in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be included in the Securities the holders of which have
consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.2,
revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued
in exchange therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard
thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount
of the Securities of a particular series specified in this Indenture in connection with such action shall be conclusively binding
upon the Company, the Trustee and the holders of all the Securities of that series.

 

ARTICLE
IX

 

SUPPLEMENTAL
INDENTURES

 

SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS.

 

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

 

(a) to cure any ambiguity,
defect, omission or inconsistency herein or in the Securities of any series (with such ambiguity, defect, omission or inconsistency
being evidenced by an Officer’s Certificate);

 

(b) to comply with
Article X, including to evidence the succession of another Person to the Company and the assumption by any such successor of the
covenants of the Company herein and in the Securities contained or to provide for the assumption of a guarantor’s obligations
to holders of the Securities in the case of a merger or consolidation or sale of all or substantially all of the guarantor’s
assets;

 

(c) to provide for
uncertificated Securities in addition to or in place of certificated Securities; provided that the uncertificated Securities
are issued in registered form for purposes of Section 163(f) of the Code;

 

(d) to add to the covenants
of the Company or any guarantor for the benefit of the holders of the Securities of any series or to surrender any right or power
conferred upon the Company or any guarantor;

 

(e) to provide for
the issuance of additional Securities of any series in accordance with the terms of this Indenture;

 

(f) to evidence and
provide for the acceptance of appointment hereunder by a successor trustee;

 

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

 

(h) to provide security
for the Securities of any series or to provide for any guarantee of the Securities of any series or to confirm or evidence the
release, termination or discharge of any guarantee of or lien securing the Securities of any series when such release, termination
or discharge is permitted by this Indenture;

 

(i) to make any change
that would provide any additional rights or benefits to the holders of the Securities of any series or that does not adversely
affect the legal rights under this Indenture of any holder;

 

(j) to make any amendment
to the provision of this Indenture relating to the transfer and legending of the Securities of any series; provided, however, that
(1) compliance with this Indenture as so amended would not result in Securities of such series being transferred in violation of
the Securities Act or any other applicable securities law and (2) such amendment does not materially and adversely affect the rights
of holders to transfer Securities of such series; or

 

(k) to conform the
text of this Indenture, any guarantee of the Securities of any series or the notes to any provision of the “Description of
Debt Securities and Guarantees” included in the prospectus forming a part of the registration statement filed by the Company
with the Commission on Form S-3 on August 4, 2016 or any subsequent description of Securities contained in any prospectus supplement,
to the extent that such provision in that “Description of Debt Securities and Guarantees” or any subsequent description
of Securities contained in any prospectus supplement was intended by the Company to be a verbatim recitation of a provision of
this Indenture, any guarantee of the Securities of any series or the Securities, as applicable (with such intention being evidenced
by an Officer’s Certificate).

 

 

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

 

Any supplemental indenture authorized by
the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.2.

 

SECTION 9.2 SUPPLEMENTAL INDENTURES WITH THE CONSENT OF SECURITYHOLDERS.

 

With the consent (evidenced as provided
in Section 8.1) of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected
by such supplemental indenture or indentures at the time Outstanding (including consents obtained in connection with a tender offer
or exchange offer for the Securities), the Company, when authorized by a Board Resolution, and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto (which shall comply with the provisions of the Trust
Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating (or waiving
any past default or compliance with) any of the provisions of this Indenture or of any supplemental indenture or of modifying in
any manner not covered by Section 9.1 the rights of the holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the holders of each Security then Outstanding and affected
thereby,

 

(a) reduce the percentage
or aggregate principal amount of Securities, the holders of which are required to consent to any modification, amendment, supplement
or waiver;

 

(b) reduce the principal
amount of, or premium, if any, or rate of interest on, such Securities;

 

(c) extend the fixed
maturity of such Securities;

 

(d) extend the time
for payment of interest on such Securities;

 

(e) reduce the redemption
or repurchase price of such Securities or change the time at which the Securities may or must be redeemed or repurchased;

 

(f) change the currency
of payment of principal of, or premium, if any, or interest on, such Securities;

 

(g) waive a default
in the payment of principal of, premium, if any, or interest on such Securities (except as provided in Section 6.1(c));

 

(h) voluntarily release
a guarantor of such Securities other than in accordance with this Indenture;

 

(i) reduce the percentage
or aggregate principal amount of Outstanding Securities the consent of whose holders is necessary for waiver of compliance with
certain provisions of this Indenture or for waiver of certain defaults; or

 

(j) impair the right
to institute suit for the enforcement of any payment on or after the stated maturity (or, in the case of a redemption, on or after
the redemption date) of such Securities.

 

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

 

SECTION 9.3 EFFECT OF SUPPLEMENTAL INDENTURES.

 

Upon the execution of any supplemental
indenture pursuant to the provisions of this Article IX or of Section 10.1, this Indenture shall, with respect to such series,
be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities of the series affected thereby
shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions
of this Indenture for any and all purposes.

 

SECTION 9.4 SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.

 

Securities of any series affected by a
supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions
of this Article IX or of Section 10.1, may bear a notation in form approved by the Company, provided such form meets the requirements
of any securities exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture.
If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors,
to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated
by the Trustee and delivered in exchange for the Securities of that series then Outstanding.

 

 

SECTION 9.5 EXECUTION OF SUPPLEMENTAL INDENTURES.

 

Upon the request of the Company, accompanied
by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in
the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture. The Trustee shall receive, in addition to the documents required by Section 14.7(a), an
Officer’s Certificate and an Opinion of Counsel stating that and as conclusive evidence that any supplemental indenture executed
pursuant to this Article IX is authorized or permitted by, and conforms to, the terms of this Article IX, constitutes the legal,
valid and binding obligation of the Company, enforceable against it in accordance with its terms (subject to customary exceptions)
and that it is proper for the Trustee under the provisions of this Article IX to join in the execution thereof.

 

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

 

ARTICLE
X

 

SUCCESSOR
ENTITY

 

SECTION 10.1 COMPANY MAY CONSOLIDATE, ETC.

 

Except as provided pursuant to Section
2.1 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental
to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any
other Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor
or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property
of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether
or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however,
the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor
of such transaction), sale, conveyance, transfer or other disposition, (a) the due and punctual payment of the principal of (premium,
if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor,
and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each
series or established with respect to such series pursuant to Section 2.1 to be kept or performed by the Company shall be expressly
assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) executed
and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by
the entity which shall have acquired such property and (b) in the event that the Securities of any series then Outstanding are
convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental
indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon
conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common
stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had
such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

 

SECTION 10.2 SUCCESSOR ENTITY SUBSTITUTED.

 

(a) In case of any
such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor entity by
supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee of the obligations set forth
under Section 10.1 on all of the Securities of all series Outstanding, such successor entity shall succeed to and be substituted
for the Company with the same effect as if it had been named as the Company herein, and thereupon the predecessor corporation shall
be relieved of all obligations and covenants under this Indenture and the Securities.

 

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

 

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

 

 

SECTION 10.3 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

 

The Trustee, subject to the provisions
of Section 7.1, shall receive an Officer’s Certificate and an Opinion of Counsel stating that and as conclusive evidence
that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the
provisions of this Article X.

 

ARTICLE
XI

 

SATISFACTION
AND DISCHARGE

 

SECTION 11.1 SATISFACTION AND DISCHARGE OF INDENTURE.

 

This Indenture shall upon Company Request
cease to be of further effect with respect to any series of Securities (except as to any surviving rights of registration of transfer
or exchange of Securities of such series herein expressly provided for or in the form of Security for such series and any right
to receive additional amounts), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

 

(a) either

 

(i) all Securities
of such series theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 2.7 and (ii) Securities for whose payment cash, Governmental Obligations
or a combination thereof has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Sections 12.5 and 12.6) have been delivered to the Trustee
for cancellation; or

 

(ii) all
such Securities of such series not theretofore delivered to the Trustee for cancellation, or

 

(A) have become due and
payable by reason of the mailing of a notice of redemption or otherwise, or

 

(B) will become due and
payable within one year,

 

and the Company, in the case of (A) or
(B) above, has deposited or caused to be deposited with the Trustee as trust funds in trust specifically pledged as security for,
and dedicated solely to, the benefit of the Securityholders of the Securities of that series, cash in U.S. dollars, Governmental
Obligations or a combination thereof in such amount as will be sufficient, without consideration of any reinvestment of interest,
to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Securities which have become
due and payable), or to the Stated Maturity or the Redemption Date, as the case may be;

 

(b) in respect of clause
(a)(ii), no Event of Default has occurred and is continuing on the date of deposit (other than an Event of Default resulting from
the borrowing of funds to be applied to such deposit and any similar deposit relating to other indebtedness and, in each case,
the granting of certain liens to secure such borrowing);

 

(c) the Company or
any guarantor has paid or caused to be paid all other sums payable hereunder by the Company with respect to such series; and

 

(d) the Company has
delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money towards the payment of the
notes at maturity or on the redemption date, as the case may be.

 

Notwithstanding the satisfaction and discharge
of this Indenture with respect to such series, the obligations of the Company to the Trustee with respect to such series under
this Section 11.1 and Sections 7.6 and 7.10, the obligations of the Company to any Authenticating Agent under Section 2.10, and,
if cash, Governmental Obligations or a combination thereof shall have been deposited with the Trustee pursuant to subclause (ii)
of clause (a) of this Section, the obligations of the Trustee under Section 11.2, shall survive.

 

SECTION 11.2 APPLICATION OF TRUST MONEY.

 

Subject to the provisions of Section 12.6,
all cash and Governmental Obligations deposited with the Trustee pursuant to Section 11.1 shall be held in trust and applied by
the Trustee, in accordance with the provisions of the series of Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company or any of its Subsidiaries acting as Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of all sums due and to become due thereon in respect of the principal of (and premium, if any)
and interest, if any, on the Securities for which payment of such cash and Governmental Obligations has been deposited with the
Trustee.

 

 

If the Trustee or Paying Agent is unable
to apply any cash or Governmental Obligations in accordance with this Article XI 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,
then the obligations of the Company under this Indenture and the Securities of such series shall be revived and reinstated as though
no deposit had occurred pursuant to this Article XI until such time as the Trustee or Paying Agent is permitted to apply all such
cash and Governmental Obligations in accordance with this Article XI; provided, however, that, if the Company has made any payment
of principal, premium, if any, interest on or principal of 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 cash and Governmental
Obligations held by the Trustee or Paying Agent.

 

ARTICLE
XII

 

LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

 

SECTION 12.1 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

 

The Company may at any time, at the option
of its Board of Directors evidenced by a Board Resolution set forth in an Officer’s Certificate, elect to have either Section
12.2 or 12.3 hereof be applied to all outstanding Securities of a series upon compliance with the conditions set forth below in
this Article XII.

 

SECTION 12.2 LEGAL DEFEASANCE AND DISCHARGE.

 

Upon the Company’s exercise under
Section 12.1 hereof of the option applicable to this Section 12.2 with respect to a series of Securities, the Company will, subject
to the satisfaction of the conditions set forth in Section 12.4 hereof, be deemed to have been discharged from its obligations
with respect to all outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter,
Legal Defeasance”). For this purpose, Legal Defeasance means that the Company will be deemed to have paid and
discharged the entire Indebtedness represented by the Outstanding Securities of such series, which will thereafter be deemed to
be Outstanding only for the purposes of Section 12.5 hereof and the Articles and other Sections of this Indenture referred to in
clauses (1) and (2) below, and to have satisfied all their other obligations under such Securities and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the
following provisions which will survive until otherwise terminated or discharged hereunder:

 

(1) the rights of holders
of Outstanding Securities of such series to receive payments in respect of the principal of, premium on, if any, or interest on
such Securities when such payments are due from the trust referred to in Section 12.4 hereof;

 

(2) the Issuers’
obligations with respect to such Securities under Article 2 and Section 4.2 hereof;

 

(3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith; and

 

(4) this Article XII.

 

Subject to compliance with this Article
XII, the Company may exercise its option under this Section 12.2 with respect to a series of Securities, notwithstanding the prior
exercise of its option under Section 12.3 hereof with respect to such series of Securities.

 

SECTION 12.3 COVENANT DEFEASANCE.

 

Upon the Company’s exercise under
Section 12.1 hereof of the option applicable to this Section 12.3 with respect to a series of Securities, the Company will, subject
to the satisfaction of the conditions set forth in Section 12.4 hereof, be released from its obligations under Section 5.3 and
Article X and any additional covenants specified in any Board Resolution or indenture supplemental hereto with respect to the Outstanding
Securities of such series on and after the date the conditions set forth in Section 12.4 hereof are satisfied (hereinafter, “Covenant
Defeasance
”), and the Securities of such series will thereafter be deemed not Outstanding for the purposes of any direction,
waiver, consent or declaration or act of holders (and the consequences of any thereof) in connection with such covenants, but will
continue to be deemed Outstanding for all other purposes hereunder (it being understood that such Securities will not be deemed
Outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in Section 5.3 or Article X and any additional covenants specified in any Board Resolution or indenture supplemental
hereto, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or Article or by reason
of any reference in any such Section or Article to any other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.1 hereof with respect to Outstanding Securities of such series,
but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.

 

 

SECTION 12.4 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

 

In order to exercise either Legal Defeasance
or Covenant Defeasance under either Section 12.2 or 12.3 hereof with respect to the Outstanding Securities of a particular series:

 

(1) the Company must
irrevocably deposit with the Trustee, in trust, for the benefit of the Securityholders of the Securities of that series, cash in
U.S. dollars, Governmental Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium on, if
any, and interest on, the Outstanding Securities of such series on the stated date for payment thereof or on the applicable redemption
date, as the case may be, and the Company must specify whether the Securities of such series are being defeased to such stated
date for payment or to a particular redemption date;

 

(2) in the case of
an election under Section 12.2 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that:

 

(A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling; or

 

(B) since the date of
this Indenture, there has been a change in the applicable federal income tax law,

 

in either case to the effect that, and
based thereon such Opinion of Counsel shall confirm that, the holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such Legal 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 Legal Defeasance had not
occurred;

 

(3) in the case of
an election under Section 12.3 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming 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;

 

(4) no Default or Event
of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit (other
than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent
deposit relating to other Indebtedness), and the granting of liens to secure such borrowings);

 

(5) such Legal Defeasance
or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument
(other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which
the Company is a party or by which the Company is bound; and

 

(6) the Company must
deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating
to the Legal Defeasance or the Covenant Defeasance have been complied with.

 

SECTION 12.5 DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

 

Subject to Section 12.6 hereof, all cash
and Governmental Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 12.4 hereof in respect
of the Outstanding Securities of a particular series 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 (including the Company
acting as 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, premium, if any, and interest, but such money need not be segregated from other funds except to the extent
required by law.

 

The Company will pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the cash or Governmental Obligations deposited pursuant
to Section 12.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the holders of the Outstanding Securities of the applicable series.

 

Notwithstanding anything in this Article
XII to the contrary, the Trustee shall deliver or pay to the Company from time to time upon Company Request any cash or Governmental
Obligations held by it as provided in Section 12.4 hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under
Section 12.4(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

 

 

SECTION 12.6 REPAYMENT TO COMPANY.

 

Any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium on, if any, or interest on
any Security and remaining unclaimed for two years after such principal, premium, if any, or interest, has become due and payable
shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be paid
to the Company on its request or (if then held by the Company) will be discharged from such trust; and the holder of such Security
will thereafter, as an unsecured general creditor, be permitted to look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may give written notice to the holder of such Security, at such holder’s address as it appears upon the Security Register,
that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of
such notification, any unclaimed balance of such money then remaining will, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property law, be repaid to the Company.

 

SECTION 12.7 REINSTATEMENT.

 

If the Trustee or Paying Agent is unable
to apply any cash or Governmental Obligations in accordance with Section 12.2 or 12.3 hereof, as the case may be, by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Company’s obligations under this Indenture and the Securities of the particular series shall be revived and reinstated
as though no deposit had occurred pursuant to Section 12.2 or 12.3 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such cash or Governmental Obligations in accordance with Section 12.2 or 12.3 hereof, as the case may be; provided,
however
, that, if the Company makes any payment of principal of, premium on, if any, or interest on, any Security of the particular
series following 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 cash or Governmental Obligations held by the Trustee or Paying Agent.

 

ARTICLE
XIII

 

IMMUNITY
OF INCORPORATORS, STOCKHOLDERS,

 

OFFICERS
AND DIRECTORS

 

SECTION 13.1 NO RECOURSE.

 

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

 

ARTICLE
XIV
MISCELLANEOUS PROVISIONS

 

SECTION 14.1 EFFECT ON SUCCESSORS AND ASSIGNS.

 

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

 

SECTION 14.2 ACTIONS BY SUCCESSOR.

 

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

 

SECTION 14.3 SURRENDER OF COMPANY POWERS.

 

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

 

 

 

Except as otherwise expressly provided
herein, any notice, request or demand that by any provision of this Indenture is required or permitted to be given, made or served
by the Trustee or by the holders of Securities or by any other Person pursuant to this Indenture to or on the Company may be given
or served by being deposited in first class mail, postage prepaid, addressed, as follows: Immunic, Inc., 1200 Avenue of the Americas,
Suite 200, New York, NY 10036, Attention: Secretary. Any notice, election, request or demand by the Company or any Securityholder
or by any other Person pursuant to this Indenture to or upon the Trustee shall be deemed to have been sufficiently given or made,
for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee.

 

SECTION 14.5 GOVERNING LAW/WAIVER OF JURY TRIAL.

 

This Indenture and each Security shall
be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance
with the laws of said State, except to the extent that the Trust Indenture Act is applicable. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

 

SECTION 14.6 TREATMENT OF SECURITIES AS DEBT.

 

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

 

SECTION 14.7 COMPLIANCE CERTIFICATES AND OPINIONS.

 

(a) Upon any application
or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish
to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions
precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

 

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

 

SECTION 14.8 PAYMENTS ON BUSINESS DAYS.

 

Except as provided pursuant to Section
2.1 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental
to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal (and premium, if any) may be made on the next succeeding
Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date.

 

SECTION 14.9 CONFLICT WITH TRUST INDENTURE ACT.

 

If and to the extent that any provision
of this Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act, such Trust Indenture Act provision
shall control.

 

SECTION 14.10 COUNTERPARTS.

 

This Indenture may be executed in any number
of counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same
instrument.

 

SECTION 14.11 SEVERABILITY.

 

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

 

 

SECTION 14.12 COMPLIANCE CERTIFICATES.

 

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

 

SECTION 14.13 USA PATRIOT ACT

 

The parties hereto acknowledge that, in
accordance with Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended,
modified or supplemented from time to time, the “USA Patriot Act”), the Trustee, like all financial institutions,
is required to obtain, verify, and record information that identifies each Person or legal entity that opens an account. The parties
to this Indenture agree that they will provide the Trustee with such information as the Trustee may request in order for the Trustee
to satisfy the requirements of the USA Patriot Act.

 

SECTION 14.14 CONSENT TO JURISDICTION AND SERVICE

 

To the fullest extent permitted by applicable
law, each party hereby irrevocably submits to the non-exclusive jurisdiction of any Federal or State court located in the Borough
of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this
Indenture or any Securities and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any
such court. Each party irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying
of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each party agrees that final judgment in
any such suit, action or proceeding brought in such a court shall be conclusive and binding upon such party, and may be enforced
in any courts to the jurisdiction of which such party is subject by a suit upon such judgment, provided, that service of process
is effected upon such party in the manner specified herein or as otherwise permitted by law.

 

SECTION 14.15 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 efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

 

[Signature page follows]

 

  

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

 

  IMMUNIC, INC.
   
  By:  
    Name:
    Title:
   
    , as Trustee
   
  By:  
    Name:
    Title:

 

33

 

 

Dentons
US LLP

1221 Avenue
of the Americas

New York,
NY 10020-1089

United States

   
 

大成 Salans FMC SNR Denton McKenna Long

dentons.com

 

November 13, 2020

 

Immunic, Inc.

 

1200 Avenue of the Americas, Suite 200
New York, NY 10036

 

Re: Immunic, Inc. Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Immunic, Inc., a Delaware corporation
(the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-3 (the “Registration
Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933,
as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance
and sale from time to time by the Company of up to an aggregate initial offering amount of $250,000,000 of the following securities
(each a “Company Security” and collectively, or in any combination, the “Company Securities”):

 

(i) shares of the Company’s common stock, par value $0.0001
per share (the “Common Stock”);

 

(ii) one or more classes or series of shares of the Company’s
preferred stock, par value $0.0001 per share (the “Preferred Stock”);

 

(iii) one or more series of debt securities, which may be senior
or subordinated debt or senior or subordinated convertible debt (the “Debt Securities”);

 

(iv) warrants representing the rights to purchase shares of
Common Stock, Preferred Stock, or Debt Securities (the “Warrants”); and

 

(v) units comprised of one or more of the Company Securities
in one or more series and in any combination (the “Units”).

 

This opinion letter is being furnished to the Company in accordance
with the requirements of Item 601(b)(5) of Regulation S-K.

 

The Company Securities may be issued and sold by the Company
from time to time on a delayed or continuous basis pursuant to applicable provisions of Rule 415 under the Securities Act, in amounts,
at prices and on terms to be determined in light of market conditions at the time of sale, and as set forth in the Registration
Statement, any amendment thereto, the prospectus contained therein (the “Base Prospectus”) and any supplements to the
Prospectus (each, together with the Base Prospectus, a “Prospectus”). This opinion letter is limited to the laws, including
the rules and regulations, in effect on the date hereof. We are basing this opinion on our understanding that, prior to issuing
any Company Securities in connection with the Registration Statement, the Company will advise us in writing of the terms thereof
and other information material thereto, will afford us an opportunity to review the operative documents pursuant to which such
Company Securities are to be issued or sold (including the Registration Statement, the Prospectus and the applicable supplement
to the Prospectus, as then in effect) and will file such supplement or amendment to this opinion letter (if any) as we may reasonably
consider necessary or appropriate with respect to such Company Securities. However, we undertake no responsibility to monitor the
Company’s future compliance with applicable laws, rules or regulations of the Commission or other governmental body.

 

In connection with rendering this opinion, we have examined
originals, certified copies or copies otherwise identified as being true copies of the following:

 

(a) the Registration Statement;

 

(b) the Certificate of Incorporation of the Company, as amended
to date (the “Certificate of Incorporation”);

 

(c) the Bylaws of the Company, as amended to date (the “Bylaws”);

 

(d) corporate proceedings of the Company relating to its proposed
issuance of the Company Securities; and

 

(e) such other instruments and documents as we have deemed relevant
or necessary in connection with our opinions set forth herein.

 

Unless otherwise provided in any Prospectus relating to a particular
series of Debt Securities, the Debt Securities will be issued pursuant to an indenture (the “Indenture”) between the
Company and a trustee to be named in the applicable supplement to the Prospectus (the “Trustee”). Any Debt Securities
may be convertible into shares of Common Stock or other Company Securities. The Company Securities are to be sold pursuant to a
purchase, underwriting or similar agreement in substantially the form to be filed under a Current Report on Form 8-K. The Warrants
will be issued under one or more warrant agreements (each, a “Warrant Agreement”). The Units will be issued under one
or more unit purchase agreements (each a “Unit Purchase Agreement”).

 

 

 

Dentons
US LLP

1221 Avenue
of the Americas

New York,
NY 10020-1089

United States

   
 

大成 Salans FMC SNR Denton McKenna Long

dentons.com

 

In making the aforesaid examinations, we have assumed the genuineness
and authenticity of all documents examined by us and all signatures therein and the conformity to originals of all copies of all
documents examined by us. We have also assumed that the corporate records furnished to us by the Company include all corporate
proceedings taken by it to date.

 

Based on and subject to the assumptions, qualifications and
limitations set forth herein, we are of the opinion that:

 

(1) With respect to shares of Common Stock, when all necessary
corporate action of the Company has been taken to approve an issuance of shares of Common Stock, and certificates representing
the shares of Common Stock have been duly executed, countersigned, registered and delivered (or non-certificated shares of Common
Stock shall have been properly issued), either (i) in accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board of Directors of the Company (the “Board of Directors”), upon payment of the consideration
therefor (which consideration shall not be less than the par value of the Common Stock) provided for in such definitive purchase,
underwriting or similar agreement, as applicable, or (ii) upon conversion, exchange or exercise of any other Company Security in
accordance with the terms of such Company Security or the instrument governing such Company Security providing for the conversion,
exchange or exercise as approved by the Board of Directors, for the consideration therefor set forth in the applicable agreement
and approved by the Board of Directors, which consideration shall not be less than the par value of the Common Stock, such shares
of Common Stock, including the shares of Common Stock that form a part of any Units, will be validly issued, fully paid and non-assessable.

 

(2) With respect to shares of any series of Preferred Stock,
when all necessary corporate action of the Company has been taken to approve an issuance of shares of Preferred Stock and the terms
of the shares of such series, including the adoption of a certificate of designation or amendment to the Certificate of Incorporation
fixing and determining the terms of such Preferred Stock conforming to the Delaware General Corporation Law, the filing of a certificate
or amendment, as applicable, with the Secretary of State of the State of Delaware, the payment in full of any filing fees attendant
thereto, and the due reservation of any Common Stock and Preferred Stock for issuance, and certificates representing the shares
of the series of Preferred Stock have been duly executed, countersigned, registered and delivered, either (i) in accordance with
the applicable definitive purchase, underwriting or similar agreement approved by the Board of Directors, upon payment of the consideration
therefor (which consideration shall not be less than the par value of the Preferred Stock) provided for in such definitive purchase,
underwriting or similar agreement, as applicable, or (ii) upon conversion, exchange or exercise of any other Company Security in
accordance with the terms of such Company Security or the instrument governing such Company Security providing for the conversion,
exchange or exercise as approved by the Board of Directors, for the consideration approved by the Board of Directors, which consideration
shall not be less than the par value of the Preferred Stock, the shares of such series of Preferred Stock, including the shares
of Preferred Stock that form a part of any Units, will be validly issued, fully paid and non-assessable.

 

(3) With respect to any series of Debt Securities, when (i)
the Indenture and the applicable supplement, if any, to the Indenture have been duly authorized and validly executed and delivered
by the Company and any Trustee named in the Prospectus relating to such series, (ii) the Indenture, as then and theretofore amended
or supplemented, has been duly qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), (iii) the Company
has taken all necessary corporate action to authorize and approve the issuance and terms of such series of Debt Securities, (iv)
the terms of such Debt Securities and of their issuance and sale have been duly established in conformity with the applicable Indenture,
and (v) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of
the Indenture and the applicable supplement, the Debt Securities of such series, including the Debt Securities that form a part
of any Units, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with
their terms.

 

(4) With respect to Warrants to be issued under a Warrant Agreement,
when all necessary corporate action of the Company has been taken to approve the issuance and terms of such Warrants, the terms
of the offering thereof and related matters, the Warrant Agreement has been duly executed and delivered by the Company, and such
Warrants have been duly executed, issued and delivered in accordance with the terms of the Warrant Agreement and the applicable
definitive purchase, underwriting or similar agreement approved by the Board of Directors, upon payment (or delivery) of the consideration
therefor provided for therein, such Warrants, including the Warrants that form a part of any Units, will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms.

 

 

 

Dentons
US LLP

1221 Avenue
of the Americas

New York,
NY 10020-1089

United States

   
 

大成 Salans FMC SNR Denton McKenna Long

dentons.com

 

(5) With respect to the Units, when all necessary corporate
action of the Company has been taken to approve and establish the terms of the Units and to authorize and approve the issuance
of the Company Securities comprising the Units, the terms of the offering and related matters, the Unit Purchase Agreement has
been duly authorized, validly executed and delivered by the parties thereto, and the Units and/or the Company Securities comprising
the Units have been duly executed and delivered in accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board of Directors of the Company, upon payment of the consideration provided therefor in the definitive
purchase, underwriting or similar agreement as applicable and approved by the Board of Directors, which consideration shall not
be less than the aggregate par value of any Common Stock and/or Preferred Stock included in the Units, the Units will constitute
valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

Our opinions are subject to the effect of federal and state
bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other laws relating to or affecting
the rights of secured or unsecured creditors generally (or affecting the rights of only creditors of specific types of debtors),
with respect to which we express no opinion.

 

Our opinions are subject to the effect of general principles
of equity, whether applied by a court of law or equity, including, without limitation, concepts of materiality, good faith and
fair dealing and upon the availability of injunctive relief or other equitable remedies, and the application of principles of equity
(regardless of whether enforcement is considered in proceedings at law or in equity).

 

We express no opinion as to the laws of any jurisdiction other
than (i) the corporate laws of the State of Delaware (including the Delaware General Corporation Law and applicable provisions
of the Delaware constitution, but excluding local laws), (ii) with respect to opinion paragraphs 3 through 6, the laws of the State
of New York, and (iii) the federal laws of the United States of America.

 

We hereby consent to the use of our opinion as herein set forth
as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus
forming a part of the Registration Statement. We do not, by giving such consent, admit that we are within the category of persons
whose consent is required under Section 7 of the Securites Act.

 

  Very truly yours,
   
  /s/ Dentons US LLP
   
  Dentons US LLP

 

 

Exhibit
23.1

 

CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the
Registration Statement on Form S-3 of Immunic, Inc. of our report dated March 16, 2020, relating to the consolidated financial
statements and the effectiveness of internal control over financial reporting, which includes an explanatory paragraph relating
to the Company’s ability to continue as a going concern, which appears in the annual report on Form 10-K for the year ended December
31, 2019, and to the reference to our Firm under the caption “Experts.”

 

/s/ Baker Tilly US, LLP

 

Minneapolis, Minnesota
November 13, 2020

 

 

 

 

 

 

 

 

 

Baker Tilly US, LLP, trading as Baker Tilly,
is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities.

 

 



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