Comme
déposé auprès de la Securities and Exchange Commission le 22 mai 2020

enregistrement
No. 333-

UNI
ÉTATS

TITRES
ET COMMISSION DES ÉCHANGES

Washington,
D.C. 20549

FORME
S-3

ENREGISTREMENT
DÉCLARATION

EN DESSOUS DE
LA LOI SUR LES VALEURS MOBILIÈRES DE 1933

VIRTRA,
INC.

(Exact
Nom du titulaire tel que spécifié dans sa charte)

Nevada 93-1207631

(Etat
ou autre juridiction

de
Constitution ou organisation)

(I.R.S.
Employeur

Identification
Nombre)

7970
S. Kyrene Rd.

Tempe,
AZ 85284

(480)
968-1488

(Adresse,
Y compris le code postal et le numéro de téléphone, y compris l'indicatif régional, des principaux bureaux exécutifs du titulaire)

Robert
D. Ferris

Chef
Officier exécutif

VirTra,
Inc.

7970
S. Kyrene Rd.

Tempe,
AZ 85284

(480)
968-1488

(Nom,
Adresse, y compris le code postal et numéro de téléphone, y compris l'indicatif régional, de l'agent pour le service)

Copie
à:

Laura
Anthony, Esq.

Craig
D. Linder, Esq.

Anthony
L.G., PLLC

625
Promenade N. Flagler, bureau 600

Ouest
Palm Beach, FL 33401

(561)
514-0936

Approximatif
date du début de la vente proposée au public
: De temps en temps après que cette déclaration d'enregistrement entre en vigueur.

Si
les seuls titres inscrits sur ce formulaire sont offerts dans le cadre de plans de réinvestissement des dividendes ou des intérêts, veuillez
cochez la case suivante. ()

Si
l'un des titres inscrits sur le présent formulaire doit être offert de façon retardée ou continue conformément à la règle 415 en vertu de
la Securities Act of 1933, autre que les titres offerts uniquement dans le cadre de plans de dividendes ou de réinvestissement des intérêts,
la case suivante. (X)

Si
ce formulaire est déposé pour enregistrer des titres supplémentaires pour un placement conformément à la règle 462 (b) en vertu de la Loi sur les valeurs mobilières, veuillez
cochez la case suivante et indiquez le numéro de déclaration d'enregistrement de la Securities Act de la déclaration d'enregistrement effective antérieure
pour la même offrande. ()

Si
ce formulaire est une modification post-effective déposée conformément à la règle 462 (c) en vertu de la Loi sur les valeurs mobilières, cochez la case et la liste suivantes
le numéro de déclaration d'enregistrement de la Securities Act de la déclaration d'enregistrement effective antérieure pour le même placement. ()

Si
ce formulaire est une déclaration d'enregistrement conformément à l'instruction générale I.D. ou une modification post-effective qui deviendra
à compter du dépôt auprès du Conseil conformément à la règle 462 (e) de la Loi sur les valeurs mobilières, cochez la case suivante. ()

Si
ce formulaire est une modification post-effective d'une déclaration d'enregistrement déposée conformément à l'instruction générale I.D. déposé pour vous inscrire
des titres supplémentaires ou des catégories supplémentaires de titres conformément à la règle 413 (b) en vertu de la Loi sur les valeurs mobilières, vérifiez les points suivants:
boîte. ()

Indiquer
par coche si le déclarant est un grand déposant accéléré, un déposant accéléré, un déposant non accéléré ou un plus petit
société déclarante. Voir les définitions de «grand fichier accéléré», «fichier accéléré» et «plus petit
déclarante »à la règle 12b-2 de la loi sur l'échange. (Cochez une):


Grand
filer accéléré
() Accéléré
filer
()
Non accéléré
filer
(X)
(Ne pas vérifier si une petite entreprise déclarante)
Plus petit
société déclarante
(X)
Entreprise en croissance émergente (X)

Si
une entreprise en croissance émergente, indiquez par une coche si le déclarant a choisi de ne pas utiliser la période de transition prolongée pour
se conformer aux normes comptables financières nouvelles ou révisées prévues en vertu de l'article 7 (a) (2) (B) de la Loi sur les valeurs mobilières.
()

CALCUL
DES FRAIS D'INSCRIPTION

Titre de chaque classe de

Titres à enregistrer

Montant

être

Inscrit(1)
Proposé

Maximum

Prix ​​d'offre

Par unité(1) (2)
Proposé

Maximum

Agrégat

Offre

Prix(1) (2)
Quantité de

Frais d'inscription
Offre principale
Actions ordinaires, valeur nominale 0,0001 $ par action
Actions privilégiées, valeur nominale 0,0001 $ par action
Titres de créance
Mandats
Droits
Unités
Offre principale totale $ 20 000 000 (3) $ 2 596,00 (4)
Offre secondaire
Actions ordinaires, valeur nominale 0,0001 $ par action 1 004 776 $ 2.21 (5) $ 2,220,555 (5) $ 288,23
Total offre secondaire 1 004 776 $ 2.21 (5) $ 2,220,555 (5) $ 288,23
Total des frais d'inscription (primaire et secondaire) $ 22 220 555 $ 2,884.23

(1) Une
un montant indéterminé de titres à offrir à des prix indéterminés est enregistré conformément à cet enregistrement
, dont le prix d’offre initial global ne doit pas dépasser 20 000 000 $. Si des titres de créance sont émis à un
d’émission, le prix d’émission, et non le montant principal de ces titres de créance, sera utilisé aux fins de
calculer le prix d'offre initial global de tous les titres émis.
(2) le
Le prix maximum proposé par action et le prix d’offre global par catégorie de titres seront déterminés de temps à autre par le
inscrit dans le cadre de l'émission par l'inscrit des titres inscrits en vertu de la présente déclaration d'enregistrement
et ne sont pas spécifiés quant à chaque classe de sécurité. Ces informations ne doivent pas obligatoirement être incluses conformément aux instructions générales
II.D du formulaire S-3 en vertu de la Securities Act of 1933, telle que modifiée (la «Securities Act»).
(3) Estimé
uniquement aux fins du calcul des frais d'enregistrement conformément à la règle 457 (o) de la Securities Act.
(4) Calculé
conformément à la règle 457 (o) de la Securities Act.
(5) Estimé
uniquement aux fins du calcul des frais d'enregistrement conformément à la règle 457 (c) en vertu de la Loi sur les valeurs mobilières sur la base de la moyenne
des cours élevés et bas des actions ordinaires de l’inscrit sur le marché des capitaux du Nasdaq le 21 mai 2020. le
Le prix d'offre maximal proposé par action sera déterminé de temps à autre par les actionnaires vendeurs.
nommés dans le présent document, ou les actionnaires de vente supplémentaires qui peuvent être nommés dans un ou plusieurs suppléments de prospectus,
avec et au moment de la vente par ces actionnaires vendeurs des actions ordinaires inscrites aux termes des présentes.

le
le déclarant modifie par la présente la présente déclaration d'enregistrement à la date ou aux dates nécessaires pour retarder sa date d'entrée en vigueur jusqu'au
le déclarant dépose une nouvelle modification qui précise expressément que cette déclaration d'enregistrement deviendra par la suite
en vigueur conformément à l'article 8 (a) de la Securities Act of 1933, telle que modifiée, ou jusqu'à ce que cette déclaration d'enregistrement
prend effet à la date que la Securities and Exchange Commission, agissant conformément à l'article 8 (a), peut déterminer.

le
les informations contenues dans ce prospectus ne sont pas complètes et peuvent être modifiées. Ni nous ni les actionnaires vendeurs ne pouvons vendre ces titres
jusqu'à ce que la déclaration d'enregistrement déposée auprès de la Securities and Exchange Commission soit effective. Ce prospectus n'est pas une offre
de vendre ces titres et ne sollicite pas d'offre d'achat de ces titres dans un État où l'offre ou la vente n'est pas autorisée.

Matière
jusqu'à l'achèvement, en date du 22 mai 2020

PROSPECTUS


Cliquez pour agrandir

20 000 000 $

VIRTRA,
INC.

Commun
Actions, actions privilégiées, bons de souscription, droits,

Dette
Titres et parts

et

1 004 776
Actions ordinaires pour revente par des actionnaires vendeurs

nous
peut offrir et vendre, de temps à autre en une ou plusieurs offres, les titres suivants:

actions
d'actions ordinaires, valeur nominale 0,0001 $ par action;
actions
d'actions privilégiées, valeur nominale 0,0001 $ par action;
mandats
pour acheter des actions de nos actions ordinaires, actions privilégiées et / ou titres de créance;
droits
pour acheter des actions de nos actions ordinaires, actions privilégiées, bons de souscription et / ou titres de créance;
dette
des titres composés de billets de premier rang, de billets subordonnés ou de débentures;
unités
consistant en une combinaison des titres susmentionnés; ou
tout
combinaison de ces titres.

nous
peut offrir et vendre jusqu'à 20 000 000 $ au total des titres identifiés ci-dessus de temps à autre dans une ou plusieurs offres.
Ce prospectus fournit une description générale des titres que nous pouvons offrir. Toutefois, ce prospectus ne peut être utilisé pour
offrir ou vendre nos titres sauf s'ils sont accompagnés d'un supplément de prospectus relatif aux titres offerts. Chaque fois que
nous proposons des titres dans le cadre de ce prospectus, nous fournirons les conditions spécifiques des titres offerts, y compris le
prix d'offre, dans un supplément de prospectus connexe. Ce supplément de prospectus peut compléter, mettre à jour ou modifier les informations contenues
dans ce prospectus. Dans la mesure où il existe un conflit entre les informations contenues dans le présent prospectus, d'une part, et
les informations contenues dans tout supplément de prospectus, en revanche, vous devez vous fier aux informations contenues dans le prospectus
supplément. Vous devez lire ce prospectus et tout supplément de prospectus applicable ainsi que les informations supplémentaires décrites
sous les rubriques «Où vous pouvez trouver plus d'informations» et «Informations incorporées par référence» avant
prendre votre décision d'investissement.

Celles-ci
les titres peuvent être vendus directement par nous, par l’intermédiaire de courtiers ou d’agents désignés de temps à autre, à des preneurs fermes ou par
une combinaison de ces méthodes. Voir «Plan de distribution» dans ce prospectus pour plus d'informations sur les méthodes
de vente. Nous pouvons également décrire le plan de distribution pour toute offre particulière de nos titres dans un supplément de prospectus.
Si des agents, des preneurs fermes ou des courtiers participent à la vente de titres à l'égard desquels le présent prospectus est
livrés, nous divulguerons leurs noms et la nature de nos accords avec eux dans ce supplément de prospectus. Le produit net
nous prévoyons recevoir d'une telle vente sera également incluse dans le supplément de prospectus.

Dans
En outre, certains actionnaires vendeurs à identifier dans un supplément de prospectus peuvent offrir et vendre jusqu'à 1 004 776 actions
nos actions ordinaires de temps à autre, en quantités, à des prix et selon des modalités qui seront déterminés au moment où les actions de nos actions ordinaires
stock sont offerts. Sur les actions ordinaires proposées à la revente par les actionnaires vendeurs, 806 859 sont actuellement émises
et en circulation et 197 917 peuvent être émises à l’exercice d’options sur actions détenues par les actionnaires vendeurs. Nous vous invitons à lire ceci
prospectus et le supplément de prospectus ci-joint, qui décriront attentivement les conditions spécifiques de ces titres avant
vous prenez votre décision d'investissement. Nous ne recevrons aucun produit de la vente des actions par les actionnaires vendeurs.
Dans la mesure où les options sont exercées contre de l'argent, le cas échéant, nous recevrons le prix d'exercice des options.

Nos actions ordinaires sont cotées sur le Nasdaq Capital
Marché sous le symbole "VTSI". Le cours de clôture de nos actions ordinaires le 21 mai 2020 était de 2,18 $
par action.

Comme
du 21 mai 2020, la valeur marchande globale de nos actions ordinaires en circulation détenues par des non-sociétés affiliées, ou flottant public, était de 18 350 813 $
sur la base de 7 752 530 actions ordinaires en circulation, dont 7 355 183 actions sont détenues par des sociétés non affiliées, et un prix par action
de 2,49495 $ sur la base de la moyenne de l'offre et des prix demandés de nos actions ordinaires sur le marché des capitaux du Nasdaq le 13 avril 2020
(dans les 60 jours avant la date de dépôt). Par conséquent, au 21 mai 2020, la valeur marchande globale de nos actions ordinaires détenues
par les non-affiliés était inférieur à 75 000 000 $, calculé conformément à l'instruction générale I.B.1 du formulaire S-3. Depuis le
date du présent prospectus, nous n’avons pas offert et vendu de titres conformément à l’instruction générale I.B.6 du formulaire S-3
Période de 12 mois civils se terminant le et incluant la date des présentes. Conformément à l'instruction générale I.B.6 du formulaire S-3, en aucun cas
vendrons-nous des titres dans le cadre d'une offre publique principale d'une valeur supérieure à plus du tiers de notre «flottant public»
(la valeur marchande de nos actions ordinaires détenues par nos non-affiliés) au cours d'une période de 12 mois tant que notre flottant public reste inférieur à
75 000 000 $.

Une
l'investissement dans nos titres comporte un degré de risque élevé. Voir les sections intitulées «Facteurs de risque» incluses dans
notre dernier rapport annuel sur le formulaire 10-K et dans tout rapport trimestriel subséquent sur le formulaire 10-Q, qui sont intégrés par renvoi
dans le présent prospectus, ainsi que dans tout supplément de prospectus lié à une offre spécifique que nous faisons en vertu du présent prospectus.
Vous devez lire attentivement l'intégralité de ce prospectus ainsi que tout supplément de prospectus connexe et les informations incorporées.
par référence aux deux avant de prendre votre décision d'investissement.

Ni
la Securities and Exchange Commission ni aucune commission d'État des valeurs mobilières n'a approuvé ou désapprouvé ces titres ou
déterminer si ce prospectus est véridique ou complet. Toute déclaration contraire est une infraction pénale.

Cette
le prospectus ne peut être utilisé pour vendre des titres que s'il est accompagné d'un supplément de prospectus.

le
la date de ce prospectus est, 2020

TABLE
DU CONTENU

À PROPOS
CE PROSPECTUS

Cette
le prospectus fait partie d'une déclaration d'enregistrement que nous avons déposée auprès de la Securities and Exchange Commission (la «SEC»)
en utilisant un processus d'enregistrement «en rayon». Dans le cadre de ce processus d'enregistrement préalable, nous pouvons offrir de temps à autre des titres
ayant un prix d'offre global maximal de 20 000 000 $. De plus, dans le cadre de ce processus d'enregistrement préalable, les actionnaires vendeurs
peut de temps à autre offrir et vendre jusqu'à un total de 1 004 776 actions ordinaires en une ou plusieurs offres, dont
806 859 sont actuellement émises et en circulation et 197 917 peuvent être émises à l'exercice d'options d'achat d'actions détenues par les actionnaires vendeurs.
Ce prospectus vous fournit une description générale des titres que nous et / ou les actionnaires vendeurs pouvons offrir. Chaque fois
nous et / ou les actionnaires vendeurs, le cas échéant, vendons des titres, nous préparerons et déposerons auprès de la SEC un supplément de prospectus
qui décrit les montants, prix et conditions spécifiques des titres offerts. Le supplément de prospectus peut également ajouter, mettre à jour
ou modifier les informations contenues dans le présent prospectus ou les documents qui y sont incorporés par référence. Vous devez lire attentivement
le présent prospectus et tout supplément de prospectus ainsi que les informations supplémentaires décrites ci-dessous sous «Facteurs de risque»,
«Où trouver plus d'informations» et «Informations incorporées par référence».

Cette
le prospectus ne contient pas toutes les informations fournies dans la déclaration d'enregistrement que nous avons déposée auprès de la SEC. Pour plus d'informations
à propos de nous ou de nos titres offerts par les présentes, vous devez vous référer à cette déclaration d'enregistrement, que vous pouvez obtenir auprès de la SEC
ou directement auprès de nous, comme décrit ci-dessous sous «Où trouver plus d'informations».

Vous
ne doit s'appuyer que sur les informations contenues ou incorporées par référence dans le présent prospectus ou tout supplément de prospectus. Ni
nous, les actionnaires vendeurs, les sociétés affiliées respectives ni les preneurs fermes ont autorisé quiconque à fournir des informations
que celle contenue ou incorporée par référence dans le présent prospectus ou dans tout prospectus écrit gratuit préparé par ou pour le compte
de nous ou vers lesquels nous ou les actionnaires vendeurs vous avons référé. Si quelqu'un vous fournit des informations différentes ou incohérentes,
vous ne devez pas vous y fier. Nous, les actionnaires vendeurs et / ou les sociétés affiliées respectives, selon le cas, n'assumons aucune responsabilité pour,
et ne peut fournir aucune assurance quant à la fiabilité de toute autre information que d'autres pourraient vous fournir. Ce prospectus n’est pas
une offre de vente de titres, et il ne sollicite pas une offre d'achat de titres, dans toute juridiction où l'offre ou la vente
n'est pas permis. Nous, les actionnaires vendeurs et / ou les sociétés affiliées respectives, selon le cas, ne faisons pas d'offre de ces titres
dans tout état où l'offre n'est pas autorisée. Vous ne devez pas supposer que les informations contenues ou incorporées par référence
dans le présent prospectus ou tout supplément de prospectus ou dans un tel prospectus écrit gratuit est exact à toute date autre que leur
dates respectives. Vous devez supposer que les informations figurant dans ce prospectus ou tout supplément de prospectus, ainsi que
les informations que nous avons précédemment déposées auprès de la SEC et incorporées par référence sont exactes à la date de ces documents
seulement. Notre entreprise, notre situation financière, nos résultats d'exploitation et nos perspectives peuvent avoir changé depuis ces dates.

nous
peut vendre ou les actionnaires vendeurs peuvent revendre des titres par l'entremise de preneurs fermes ou de courtiers, par l'entremise d'agents, directement aux acheteurs
ou par toute combinaison de ces méthodes. Nous et nos agents nous réservons le droit exclusif d'accepter ou de refuser en tout ou en partie
tout projet d'achat de titres. Le supplément de prospectus, que nous préparerons et déposerons auprès de la SEC chaque fois que nous et / ou
les actionnaires vendeurs proposent des titres, indiqueront les noms des preneurs fermes, agents ou autres personnes impliquées dans la vente de
titres, ainsi que tous les frais, commissions ou remises applicables avec eux. Voir «Plan de distribution».

Dans
le présent prospectus, (i) les références à «VirTra», «nous», «nous», «nos», «le déclarant»
et «notre société» désignent, collectivement, VirTra, Inc., une société du Nevada, l'émetteur des titres offerts
par les présentes et ses filiales consolidées et (ii) les références à «l'actionnaire vendeur» ou «l'actionnaire vendeur»
comprennent les donataires, les nantis, les cessionnaires ou autres successeurs d'intérêts vendant des actions ordinaires reçues de la vente
les actionnaires comme cadeau, gage, distribution de partenariat ou autre transfert après la date du présent prospectus.

nous
avoir déposé ou incorporé par renvoi des pièces à la déclaration d'enregistrement dont le présent prospectus fait partie. Vous devriez
lire attentivement les pièces pour les dispositions qui peuvent être importantes pour vous.

Efficace
Le 2 mars 2018, nous avons effectué un fractionnement des actions inversées 1 pour 2 de nos actions ordinaires émises et en circulation (
Fractionnement de stock ") Toutes les références aux actions de nos actions ordinaires dans ce prospectus se réfèrent au nombre d’actions
après avoir donné effet au Reverse Stock Split et sont présentés comme si le Reverse Stock Split avait eu lieu au début de
la première période présentée.

SPÉCIAL
NOTE CONCERNANT LES DÉCLARATIONS PROSPECTIVES

Déclarations
dans le présent prospectus et dans les documents incorporés par renvoi dans le présent prospectus contiennent des déclarations prospectives
au sens de l'article 27A du Securities Act de 1933, tel que modifié, ou du Securities Act, et de l'article 21E des Securities
Exchange Act of 1934, tel que modifié, ou Exchange Act. Toutes les déclarations contenues ici, autres que les déclarations de faits historiques,
y compris des déclarations concernant l'avancement et le calendrier de nos programmes de développement de produits; nos opportunités futures; notre affaire
stratégie, opérations futures, situation financière prévue, revenus futurs et coûts projetés; les perspectives de notre direction,
plans et objectifs; et toute autre déclaration concernant les attentes, les convictions, les objectifs, les plans ou les perspectives futurs de notre direction
constituent des déclarations prospectives. Des exemples de telles déclarations sont celles qui incluent des mots tels que «peut», «assumer (s)»,
«Prévision (s)», «position (s)», «prévision (s)», «stratégie», «volonté», «attente (s)»,
«Estimation (s)», «anticipation (s)», «croyance (s)», «projet (s)», «intention (s)»,
«Plan (s)», «budget (s)», «potentiel», «continuer» et leurs variantes. cependant,
les mots cités en exemple dans la phrase précédente ne sont pas destinés à être exhaustifs et les déclarations contenues dans le présent prospectus
concernant des questions qui ne sont pas des faits historiques peuvent également constituer des déclarations prospectives.

Parce que
ces déclarations impliquent des risques et des incertitudes, ainsi que certaines hypothèses, les résultats réels peuvent différer
celles exprimées ou sous-entendues par ces déclarations prospectives. Les facteurs susceptibles de faire varier sensiblement les résultats réels sont notamment:
mais sans s'y limiter, les risques identifiés sous «Facteurs de risque» dans notre dernier rapport annuel sur formulaire 10-K
et nos rapports trimestriels sur le formulaire 10-Q et de temps à autre dans nos autres dépôts auprès de la SEC. Les informations contenues dans ce prospectus
ou tout supplément de prospectus ne parle qu'à la date de ce document et des informations incorporées ici par référence
ne parle qu'à la date du document incorporé par référence. Sauf si la loi l'exige, nous ne nous engageons pas à
mettre à jour toute déclaration prospective, que ce soit à la suite de nouvelles informations, d'événements futurs ou autrement. Énoncés prospectifs
inclure nos plans et objectifs pour les opérations futures, y compris les plans et objectifs relatifs à nos produits et à notre avenir
performance économique. Les hypothèses relatives à ce qui précède impliquent des jugements concernant, entre autres, les
la concurrence et les conditions du marché ainsi que les décisions commerciales futures, y compris les acquisitions, les fusions, les cessions, les
les entreprises, les investissements et toutes autres transactions de développement commercial que nous pourrions conclure à l'avenir. Les délais et
l'argent nécessaire pour mener à bien le développement et la commercialisation de nos technologies ainsi que toute évolution ou changement
dans nos plans d'affaires, ou pour exécuter des options stratégiques futures sont difficiles ou impossibles à prévoir avec précision et peuvent impliquer
des facteurs indépendants de notre volonté. Bien que nous estimions que les hypothèses sous-jacentes aux déclarations prospectives contenaient
ci-dessus sont raisonnables, l'une de ces hypothèses pourrait s'avérer inexacte et, par conséquent, nous ne pouvons pas vous assurer que les résultats envisagés
dans l'un des énoncés prospectifs contenus dans le présent document sera réalisé.

Basé
sur les incertitudes importantes inhérentes aux déclarations prospectives décrites dans les présentes, l'inclusion d'une telle déclaration
ne doit pas être considéré comme une représentation de notre part ou de toute autre personne que nos objectifs ou plans seront atteints. En conséquence,
vous ne devez pas vous fier indûment à ces déclarations prospectives.

PROSPECTUS
SOMMAIRE

Cette
Le résumé du prospectus met en évidence certaines informations sur notre société et d'autres informations contenues ailleurs dans le présent prospectus.
ou dans des documents incorporés par référence. Ce résumé ne contient pas toutes les informations que vous devez prendre en compte avant
prendre une décision d'investissement. Vous devez lire attentivement l'intégralité du prospectus, tout supplément de prospectus, y compris la section
intitulé «Facteurs de risque» et les documents intégrés par renvoi dans le présent prospectus, avant de procéder à un investissement
décision.

LE
OFFRE

Cette
le prospectus fait partie d'une déclaration d'enregistrement que nous avons déposée auprès de la SEC au moyen d'un processus d'enregistrement préalable. Sous cette étagère
processus d'inscription, nous pouvons vendre toute combinaison de:

commun
Stock;
préféré
Stock;
dette
titres, en une ou plusieurs séries;
mandats
d'acheter l'un des titres énumérés ci-dessus;
droits
d'acheter l'un des titres énumérés ci-dessus; et / ou
unités
consistant en un ou plusieurs des éléments précédents.

dans
une ou plusieurs offres jusqu'à un montant total de 20 000 000 $. En outre, dans le cadre de ce processus d'enregistrement préalable, la vente
les actionnaires peuvent de temps à autre offrir et vendre jusqu'à un total de 1 004 776 actions ordinaires en une ou plusieurs offres,
dont 806 859 sont actuellement émis et en circulation et 197 917 peuvent être émis à la levée d'options d'achat d'actions détenues par la vente
actionnaires. Ce prospectus vous fournit une description générale des titres que nous et / ou les actionnaires vendeurs pouvons offrir.
Chaque fois que nous et / ou les actionnaires vendeurs, le cas échéant, vendons des titres, nous fournirons un supplément de prospectus qui contiendra
des informations spécifiques sur les termes de cette offre spécifique et inclure une discussion sur les facteurs de risque ou d'autres considérations particulières
qui s'appliquent à ces titres. Le supplément de prospectus peut également ajouter, mettre à jour ou modifier les informations contenues dans ce prospectus.
Vous devez lire à la fois le présent prospectus et tout supplément de prospectus ainsi que les informations supplémentaires décrites sous le
rubrique «Facteurs de risque» et «Où trouver plus d'informations».

LE
COMPAGNIE

Affaires
Aperçu

VirTra
est un fournisseur mondial de simulateurs de formation à l’usage de la force, de simulateurs de formation aux armes à feu et de simulateurs de conduite
marchés d'application de la loi, militaires, éducatifs et commerciaux. Les technologies, logiciels et scénarios brevetés de VirTra offrent
une formation intensive pour la désescalade, le recours à la force de jugement, le tir de précision et une formation connexe qui imite des situations réelles.
La mission de VirTra est de sauver et d'améliorer des vies dans le monde entier grâce à la réalité virtuelle et au simulateur pratiques et hautement efficaces
La technologie.

le
Le simulateur de formation aux armes à feu VirTra permet un entraînement au tir et un entraînement réaliste basé sur des scénarios quotidiens sans
la nécessité d'un champ de tir, d'un équipement de protection, de joueurs de rôle, d'agents de sécurité ou d'un site de formation basé sur des scénarios. On a
développé une norme plus élevée dans la formation par simulation, y compris des capacités telles que: multi-écran, scénarios basés sur la vidéo, unique
capacité de création de scénarios, scénarios d'entraînement supérieurs, système breveté de tir Threat-Fire ™, puissant moteur à essence
armes de recul simulées, et plus encore. Le simulateur permet également aux étudiants de recevoir des commentaires immédiats de l'instructeur sans
le potentiel de blessures de l'instructeur ou des élèves. L'instructeur est capable d'enseigner et de ré-arbitrer les critiques
problèmes, tout en mettant un stress réaliste sur les étudiants en raison du réalisme et de l'environnement de formation sûr créé par le VirTra
simulateur.

VirTra's
Driver Training Simulator est un simulateur basé sur un véhicule, complet avec des graphiques de nouvelle génération, des mouvements et une variété d'autres
traits. Le système est conçu pour fournir un environnement sûr et fiable pour un transfert de compétences efficace pour tous les conducteurs des forces de l'ordre
entraînement. De plus, la plate-forme de conduite ajoute du réalisme aux vibrations et aux mouvements tandis que le moteur de rendu basé sur la physique moderne
fournit non seulement un réalisme photo-réaliste, mais aussi des risques critiques tels que les tempêtes de poussière, la pluie et les reflets du soleil. Pilote de VirTra
Training Simulator fournit une gamme complète et réaliste d'environnements de formation qui permettent la familiarisation initiale du conducteur
et orientation vers des concepts avancés, des activités à risque élevé et des exercices de conduite défensive.

nous
sont également engagés dans l'octroi de licences de notre technologie à That’s Eatertainment Corp. («TEC»), une partie liée et un développeur
et opérateur d'un concept combiné de restauration et de divertissement axé sur une expérience de prise de vue en intérieur.

Affaires
Stratégie

nous
ont quatre principaux groupes de clients, à savoir les forces de l'ordre, l'armée, l'enseignement (comprend les collèges et les académies de police) et le civil.
Ce sont des marchés très différents et nécessitent différents programmes de vente et de marketing ainsi que du personnel. Notre objectif est d'élargir
la part de marché et l'étendue de nos ventes de simulateurs de formation à ces groupes de clients identifiés en poursuivant les étapes suivantes
stratégies de croissance:

Construire
Notre cœur de métier
. Notre objectif est d'augmenter de manière rentable notre part de marché en continuant à développer, produire et commercialiser
simulateurs les plus efficaces possibles. Grâce à une croissance disciplinée de nos activités, nous avons atteint un bilan solide en
augmenter notre fonds de roulement et limiter notre dette bancaire. Nous prévoyons d'ajouter du personnel à notre équipe de gestion expérimentée au besoin
pour répondre à l'augmentation prévue de la demande de nos produits et services à mesure que nous augmentons nos activités de marketing et de vente.
Augmenter
Marché adressable total
.
Nous prévoyons d'augmenter la taille de notre marché adressable total. Cet effort se concentrera sur
de nouvelles offres de marketing et de nouveaux produits et / ou services dans le but d'élargir le nombre de types de clients
considérez nos produits ou services de manière unique.

Élargir
Offres de produits
.
Depuis sa création en 1993, notre entreprise a une fière tradition d'innovation dans le domaine de la simulation
et la réalité virtuelle. Nous prévoyons de lancer de nouveaux produits et services révolutionnaires, ainsi que de poursuivre les améliorations progressives
aux gammes de produits existantes. Dans certains cas, nous pouvons pénétrer un nouveau segment de marché via l'introduction d'un nouveau type de produit
ou service.
Les partenaires
et acquisitions.
Nous essayons de dépenser notre temps et nos fonds judicieusement et de ne pas nous attaquer à des tâches qui peuvent être effectuées plus efficacement
avec des partenaires. Par exemple, la distribution internationale est souvent mieux réalisée par l'intermédiaire d'un distributeur ou d'un agent local. nous
sont également ouverts à la possibilité d'acquérir des entreprises supplémentaires ou d'être acquis nous-mêmes, en fonction de ce qui est attendu
être optimal pour notre avenir à long terme et nos actionnaires.

Produit
Offres

Notre
les produits de simulation comprennent les éléments suivants:

V-300 ™
Simulateur – un écran enveloppant à 300 ° avec capacité vidéo est la norme la plus élevée pour la formation par simulation

le
Le V-300 ™ est la norme la plus élevée pour la simulation de prise de décision et l'entraînement tactique aux armes à feu. Cinq écrans et 300 degrés
L'environnement d'entraînement immersif garantit que le temps passé dans le simulateur se traduit par des compétences de survie dans le monde réel. Le système se reconfigure
pour soutenir 15 couloirs de tir individuels.
UNE
La caractéristique clé du V-300 ™ montre à quelle vitesse les décisions de jugement doivent être prises et si elles ne sont pas prises immédiatement
et rapidement, cela peut entraîner la perte de vies humaines. Cette fonctionnalité, entre autres, soutient notre proposition de valeur à notre
clients que vous ne pouvez pas mettre une valeur en dollars sur être suffisamment préparé pour les surprises qui pourraient être autour de chaque coin
et la capacité de neutraliser en toute sécurité toute rencontre potentiellement mortelle.

V-180 ™
Simulateur – un écran à 180 ° avec capacité vidéo est pour les petits espaces ou les petits budgets

le
Le V-180 ™ est la norme la plus élevée pour la simulation de prise de décision et l'entraînement tactique aux armes à feu. Trois écrans et 180 degrés
L'environnement d'entraînement immersif garantit que le temps passé dans le simulateur se traduit par des compétences de survie dans le monde réel.

V-100 ™
Simulator & V-100 ™ MIL – un système de simulation basé sur un seul écran

le
Le V-100 ™ est la norme la plus élevée parmi les simulateurs d'entraînement aux armes à feu à écran unique. Le mode d'entraînement aux armes à feu prend en charge jusqu'à
4 couloirs de tir individuels à la fois. Le dispositif Threat-Fire ™ en option simule en toute sécurité les tirs de retour de l'ennemi avec un
impulsion (ou version vibration), renforçant les performances sous pression. Nous offrons un chemin de mise à niveau, donc une arme à feu V-100 ™
le simulateur d'options de formation et de force peut devenir un formateur multi-écrans avancé dans des produits améliorés que nous
offrir aux clients pour un futur achat.
le
Le V-100 ™ MIL est vendu à divers commandements militaires à travers le monde et peut prendre en charge n'importe quelle langue locale. Le système
est extrêmement compact et peut même partager l'espace avec une salle de classe standard ou s'intègre dans presque toutes les installations existantes. Si un portable
un simulateur d'armes à feu est nécessaire, ce modèle offre le simulateur à écran unique le plus compact du marché aujourd'hui – tout
organisé en un cas standard. Le V-100 ™ MIL est la norme la plus élevée parmi les simulateurs d'entraînement à un seul écran pour les armes légères.
Le mode Compétences d'engagement militaire fournit une formation de scénario réaliste tirée d'événements du monde réel.
le
V-ST PRO ™, un simulateur de tir à l'arme à feu à écran unique très réaliste et d'entraînement aux compétences avec possibilité de mise à l'échelle
à plusieurs écrans créant des environnements d'entraînement supérieurs. La flexibilité du système prend en charge une combinaison de tir de précision
et utilisation de l'entraînement à la force sur un maximum de 5 écrans à partir d'un seul poste opérateur. Le V-ST PRO ™ est également capable d'afficher
1 à 30 voies de tir de précision avec une balistique précise et réelle.

VirTra
Driving Sim est un simulateur basé sur un véhicule, complet avec des graphiques de nouvelle génération, des mouvements et une variété d'autres fonctionnalités.
Le système est conçu pour fournir un environnement sûr et fiable pour un transfert de compétences efficace pour toutes les formations de conduite des forces de l'ordre.
Virtuel
Interactive Coursework Training Academy (V-VICTA) ™ permet aux organismes chargés de l'application des lois d'enseigner, de former et de tester efficacement
and sustain departmental training requirements through nationally accredited coursework and training scenarios using our simulators.
Abonnement
Training Equipment Partnership (STEP)™ is a program that allows agencies to utilize VirTra’s simulator products,
accessories, and V-VICTA interactive coursework on a subscription basis.
V-Author™
Software allows users to create, edit, and train with content specific to agency’s objectives and environments. V-Author™
is an easy to use application capable of almost unlimited custom scenarios, skill drills, targeting exercises and firearms
course-ware proven to be highly effective for users of VirTra simulation products.
Simulated
Recoil Kits – a wide range of highly realistic and reliable simulated recoil kits/weapons.
Return
Fire Device – the patented Threat-Fire™ device which applies real-world stress on the trainees during simulation
training.
TASER©,
OC spray and low-light training devices that interact with VirTra’s simulators for training.

Récent
Développements

Pendant
March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel
strain of coronavirus (COVID-19). The pandemic has significantly impacted the economic conditions in the U.S., accelerating during
half of March and April as federal, state and local governments react to the public health crisis, creating significant uncertainties
in the U.S. economy. On March 30, 2010, the Governor for the State of Arizona issued a stay-at-home order, currently in effect
until May 15, 2020. We carefully reviewed all rules and regulations of the government orders and determined we met the requirements
of an essential business to remain open. We had the majority of our staff begin working remotely in mid-March, with only essential
personnel continue working at the manufacturing and production facilities. This situation is rapidly changing and additional impacts
to the business may arise that we are not aware of currently. While the disruption is currently expected to be temporary, there
is uncertainty around the duration. The ultimate impact of the pandemic on our results of operations, financial position, liquidity
or capital resources cannot be reasonably estimated at this time. To date, the COVID-19 restrictions have resulted in reduced
customer shipments and customer system installations. These recent developments are expected to result in lower recognized revenue
and possibly lower gross margin when they occur. To date, there have been no order cancellations only delays in when orders ship
or installations occur and all delayed orders remain in backlog. A significant adverse change in the business climate could affect
the value of our long-term investment in TEC, including our long-term notes receivable from TEC, currently there has not been
a negative impact and any future impact cannot be reasonably estimated at this time. We are no longer investing in Certificates
of Deposits as a precautionary measure to increase its liquid cash position and preserve financial flexibility considering uncertainty
in the U.S. and global markets resulting from COVID-19.

Dans
April 2020, we applied for a Paycheck Protection Program loan (the “PPP loan”) from Wells Fargo Bank (the “Lender”)
in the aggregate principal amount of $1,310,714 under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES
Act”), which was enacted March 27, 2020. We have been notified that we have received a guarantee ID from the SBA for the
PPP loan and executed a Promissory Note (the “Note”) with the Lender on May 8, 2020. The Note matures on May 8, 2022
and bears interest at a rate of 1.00% per annum, payable monthly commencing November 6, 2020, following an initial deferral period
as specified under the PPP loan. The Note may be prepaid at any time prior to maturity with no prepayment penalties. Proceeds
from the PPP loan were received on May 12, 2020, and are expected to be used to fund designated expenses, including certain payroll
costs, group health care benefits and other permitted expenses, in accordance with the PPP loan. Under the terms of the PPP loan,
up to the entire amount of principal and accrued interest may be forgiven to the extent PPP loan proceeds are used for qualifying
expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under
the PPP loan. We intend to use our entire PPP loan amount for designated qualifying expenses and to apply for forgiveness in accordance
with the terms of the PPP loan. No assurance can be given that we will obtain forgiveness of the Loan in whole or in part. Avec
respect to any portion of the PPP loan that is not forgiven, the PPP loan will be subject to customary provisions for a loan of
this type, including customary events of default relating to, among other things, payment defaults, breaches of the provisions
of the Note and cross-defaults on any other loan with the Lender or other creditors. Effective May 11, 2020, our stock repurchase
was suspended to follow the legal requirements for recipients of a PPP loan under the CARES Act.

Corporate
Information

We
are a corporation organized and existing under the laws of the State of Nevada. The original business started in 1993 as Ferris
Productions, Inc. In September 2001, Ferris Productions, Inc. merged with GameCom, Inc. to ultimately become VirTra Systems, Inc.,
a Texas corporation. Effective as of October 1, 2016 (the “Effective Date”), we completed a conversion from a Texas
corporation to a Nevada corporation pursuant to a Redomestication Plan of Conversion (the “Plan of Conversion”). Comme
part of the Plan of Conversion, we filed Articles of Incorporation in Nevada whereby we changed our name from VirTra Systems,
Inc. to VirTra, Inc. and revised our capitalization. On March 29, 2018, our shares of Common Stock began trading on the Nasdaq
Capital Market under the symbol, “VTSI.” Our principal office is located at 7970 S. Kyrene Rd., Tempe, AZ 85284 and
our phone number is (480) 968-1488. Our corporate website address is www.virtra.com. The information contained on, or accessible
through, our website is not incorporated in, and shall not be part of, this prospectus.

RISK
FACTORS

Investir
in the securities involves substantial risks. Before purchasing any of the securities, you should carefully consider and evaluate
all of the information included and incorporated by reference or deemed to be incorporated by reference in this prospectus or
the applicable prospectus supplement, including the risk factors incorporated by reference herein from our Annual Report on Form
10-K for the fiscal year ended December 31, 2019, as updated by annual, quarterly and other reports and documents we file with
the SEC after the date of this prospectus and that are incorporated by reference herein or in the applicable prospectus supplement.
The risks and uncertainties that we have described are not the only ones facing our company. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also affect us. The occurrence of any of these risks could
materially and adversely impact our business, cash flows, condition (financial or otherwise), liquidity, prospects and/or results
of operations. Please also refer to the sections below entitled “Special Note on Forward-Looking Statements” and “Where
You Can Find More Information.”

USE
OF PROCEEDS

Sauf si
otherwise indicated in a prospectus supplement, the net proceeds from the sale of the securities will be used for general corporate
purposes, including, but not limited to, working capital, acquisitions, and other business opportunities.

Dans
the case of a sale by a selling stockholder, we will not receive any of the proceeds from such sale. To the extent the options
are exercised for cash, if at all, we will receive the exercise price for the options. We are required to bear the expenses (other
than underwriting discounts) incident to an offering by our selling stockholders.

RATIO
OF EARNINGS TO FIXED CHARGES

Tout
time debt securities are offered pursuant to this prospectus, we will provide a table setting forth our ratio of earnings to fixed
charges on a historical basis in the applicable prospectus supplement, if required.

SELLING
STOCKHOLDERS

le
table below lists the selling stockholders and other information regarding the “beneficial ownership” of the shares
of common stock by each of the selling stockholders as of May 21, 2020. Beneficial ownership is determined in accordance with
the applicable rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Actions
of our common stock subject to options or warrants currently exercisable or exercisable within 60 days of May 21, 2020 are deemed
outstanding for calculating the percentage of outstanding shares of the person holding these options or warrants, but are not
deemed outstanding for calculating the percentage of any other person. Percentage of beneficial ownership is based upon 7,752,530
shares of our common stock outstanding (including shares of our unvested restricted stock) as of May 21, 2020. To our knowledge,
except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the
table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise
indicated, the address of each of the persons in this table is as follows: c/o VirTra, Inc., 7970 S. Kyrene Rd., Tempe, AZ 85284.

We
may register shares of common stock covered by this prospectus for re-offers and re-sales by the selling stockholders. We may
register these shares to permit selling stockholders to resell their shares when they deem appropriate. Selling stockholders may
resell all, a portion or none of their shares at any time and from time to time. Selling stockholders may also sell, transfer
or otherwise dispose of some or all of their shares of our common stock in transactions exempt from the registration requirements
of the Securities Act. We do not know when or in what amounts the selling stockholders may offer shares for sale under this prospectus
and any applicable prospectus supplement. We cannot estimate the number of the shares that will be held by the selling stockholders
after completion of a potential offering. For purposes of the table below, we have assumed that the selling stockholders will
have sold all of the shares covered by this prospectus upon completion of the applicable offering. We are required to bear the
expenses (other than underwriting discounts) incident to an offering by our selling stockholders.

Actions
Beneficially Owned

Prior
to Offering

Maximum
Number

de
Shares That May

Actions
Beneficially Owned

Après
Offre

Nom
of Selling Stockholders
Number Percentage Être
Offered
Number Percentage
Robert
D. Ferris (1)
447,219 5.7 % 447,219
Jeffrey
D. Brown (2)
49,193 * % 49,193
Mitchell
A. Saltz (3)
29,167 * % 29,167
Matthew
D. Burlend (4)
63,750 * % 63,750
Judy
A. Henry (5)
5,935 * % 5,935
David
L. & Nancy J. Ferris(6)
167,162 2.2 % 167,162
Anissa
Ferris (7)
125,000 1,6 % 125,000
Antonio
Ferris (8)
117,350 1.5 % 117,350

* Represents
beneficial ownership of less than one percent.
(1) le
number of shares beneficially owned by Mr. Ferris includes: 362,219 shares of our Common Stock presently outstanding and options
to purchase 85,000 shares of our Common Stock at prices ranging from $0.84 to $5.88.
(2) le
number of shares beneficially owned by Mr. Brown includes: 9,193 shares of our Common Stock presently outstanding and options
to purchase 40,000 shares of our Common Stock at prices ranging from $0.80 to $5.40.
(3) le
number of shares beneficially owned by Mr. Saltz includes: 20,000 shares of our Common Stock presently outstanding and options
to purchase 9,167 shares of our Common Stock at per share prices ranging from $3.76 to $5.38.
(4) le
number of shares beneficially owned by Mr. Burlend includes: options to purchase 63,750 shares of our Common Stock at prices
ranging from $0.84 to $5.88.
(5) le
number of shares beneficially owned by Ms. Henry includes: 5,935 shares of our Common Stock presently outstanding.
(6) le
number of shares beneficially owned by Mr. David L. Ferris and Ms. Nancy J. Ferris includes: 167,162 shares of our Common
Stock presently outstanding.
(7) le
number of shares beneficially owned by Ms. Anissa Ferris includes: 125,000 shares of our Common Stock presently outstanding.
(8) le
number of shares beneficially owned by Mr. Antonio Ferris includes: 117,350 shares of our Common Stock presently outstanding.

LA DESCRIPTION
OF SECURITIES

We
may sell from time to time, in one or more offerings:

actions
of our common stock;
actions
of our preferred stock;
debt
securities consisting of senior notes, subordinated notes or debentures;
warrants
to purchase shares of our common stock, shares of our preferred stock and/or debt securities;
droits
to purchase shares of our common stock, preferred stock, warrants and/or debt securities;
units
consisting of a combination of the foregoing securities.

Dans
addition, the selling stockholders may sell up to an aggregate of 1,004,776 shares of our common stock from time to time in one
or more offerings, of which 806,859 are presently issued and outstanding and 197,917 are issuable upon exercise of stock options
held by selling stockholders.

le
descriptions of the securities contained in this prospectus, together with any applicable prospectus supplement, summarize all
the material terms and provisions of the various types of securities that we may offer or the selling stockholders may sell. We
will describe in the applicable prospectus supplement relating to a particular offering the specific terms of the securities offered
by that prospectus supplement. We will indicate in the applicable prospectus supplement if the terms of the securities differ
from the terms we have summarized below. We will also include in the prospectus supplement information, where applicable, material
United States federal income tax considerations relating to the securities.

LA DESCRIPTION
OF CAPITAL STOCK

le
following descriptions of common and preferred stock, together with the additional information we include in any applicable prospectus
supplement, summarizes the material terms and provisions of the common stock and preferred stock that we may offer under this
prospectus but is not intended to be complete. For the full terms of our common and preferred stock, please refer to our articles
of incorporation, as amended from time to time, and our bylaws, as amended from time to time. The Nevada Revised Statutes (“NRS”)
may also affect the terms of these securities. While the terms we have summarized below will apply generally to any future common
or preferred stock that we may offer, we will describe the specific terms of any series of these securities in more detail in
the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any common or preferred stock
we offer under that prospectus supplement may differ from the terms of our outstanding capital stock that we describe below.

Comme
of May 21, 2020, our authorized capital stock consists of 62,500,000 shares of capital stock with a par value of $0.0001 per share,
consisting of 50,000,000 shares of Common Stock, par value of $0.0001 per share, 2,500,000 shares of Class A Common Stock, par
value of $0.0001 per share, 7,500,000 shares of Class B Common Stock, par value of $0.0001 per share, and 2,500,000 shares of
preferred stock, par value of $0.0001 per share, which may, at the sole discretion of the Board of Directors be issued in one
or more series (the “Preferred Stock”). As of May 21, 2020, there were 7,752,530 shares of Common Stock issued and
outstanding, held by 42 holders of record. No shares of Class A Common Stock, Class B Common Stock, or Preferred Stock were issued
or outstanding as of May 21, 2020. The authorized and unissued shares of both Common and Preferred Stock are available for issuance
without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange
on which our securities may be listed. Unless approval of our stockholders is so required, our board of directors will not seek
stockholder approval for the issuance and sale of either our common stock or preferred stock.

le
Board may from time to time authorize by resolution the issuance of any or all shares of the Common Stock, Class A Common Stock,
Class B Common Stock, and the Preferred Stock authorized in accordance with the terms and conditions set forth in the articles
of incorporation for such purposes, in such amounts, to such persons, corporations, or entities, for such consideration and in
the case of the Preferred Stock, in one or more series, all as the Board in its discretion may determine and without any vote
or other action by the stockholders, except as otherwise required by law.

Commun
Stock

Holders
of our Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote, holders of our Class
A Common Stock are entitled to 10 votes for each share on all matters submitted to a stockholder vote voting together with the
Common Stock together as a single class and Holders of our Class B Common Stock are not entitled to vote on any matter, except
that the holders of Class B Common Stock shall be entitled to vote separately as a class with respect to amendments to the Articles
of Incorporation that increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par
value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so
as to affect them adversely. Holders of Common Stock and Class A Common Stock do not have cumulative voting rights. Donc,
holders of a majority of the votes of holders of the Common Stock and Class A Common Stock voting for the election of directors
can elect all of the directors. Holders of our Common Stock and Class A Common Stock representing a one-third of the voting power
of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute
a quorum at any meeting of stockholders.

Holders
of our Common Stock, Class A Common Stock and Class B Common Stock are entitled to share in all dividends that our Board of Directors,
in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding
share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for
each class of stock, if any, having preference over the Common Stock, Class A Common Stock and Class B Common Stock. Our Common
Stock, Class A Common Stock and Class B Common Stock have no pre-emptive rights, no conversion rights and there are no redemption
provisions applicable to our capital stock.

Preferred
Stock

le
Board of Directors is authorized at any time, and from time to time, to provide the for the issuance of shares of Preferred Stock
in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the Preferred
Stock or any series thereof. For each series, the Board of directors shall determine, by resolution or resolutions adopted prior
to the issuance of any shares thereof, the designations, preferences, limitations and relative or other rights thereof. The issuance
of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further
action by stockholders and could adversely affect the rights and powers, including voting rights, of the holders of common stock.

Les options
to Purchase Common Stock

Comme
of May 21, 2020, no options to purchase shares of our common stock have been granted under the VirTra, Inc. 2017 Equity Incentive
Plan (“Plan”). The Plan was adopted on October 6, 2017. As of May 21, 2020, there are 1,259,819 shares of common stock
reserved for issuance pursuant to the Plan. As of May 21, 2020, there are outstanding options to purchase 222,917 shares of our
common stock issuable upon the exercise of non-qualified stock options granted to key employees, officers and directors at a weighted
average exercise price of $2.5547 under a stock option compensation plan approved solely by the Board of Directors since 2009
prior to the approval of the Plan.

Anti-Takeover
Effects of Various Provisions of Nevada Law and our Articles of Incorporation

Provisions
of the NRS and our Articles of Incorporation and Bylaws could make it more difficult to acquire us by means of a tender offer,
a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, would be expected
to discourage certain types of coercive takeover practices and takeover bids our board of directors may consider inadequate and
to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection
of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us will outweigh
the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals
could result in an improvement of their terms.

Effects
of authorized but unissued common stock and blank check preferred stock
. One of the effects of the existence of
authorized but unissued common stock and undesignated preferred stock may be to enable our board of directors to make more difficult
or to discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and
thereby to protect the continuity of management. If, in the due exercise of its fiduciary obligations, the board of directors
were to determine that a takeover proposal was not in our best interest, such shares could be issued by the board of directors
without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion
of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by
putting a substantial voting bloc in institutional or other hands that might undertake to support the position of the incumbent
board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

Dans
addition, our certificate of incorporation grants our board of directors broad power to establish the rights and preferences of
authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings
and assets available for distribution to holders of shares of common stock. The issuance also may adversely affect the rights
and powers, including voting rights, of those holders and may have the effect of delaying, deterring or preventing a change in
control of our company.

Prohibition
on Cumulative Voting.
Our Articles of Incorporation prohibit cumulative voting in the election of directors.

Suppression
of Directors.
Our Bylaws provide that a director may only be removed from office for cause by a vote of the majority of
shares entitled to vote at a meeting of the shareholders held for the purpose of removing a director.

Authorized
but Unissued Shares.
Our authorized but unissued shares of Common Stock and Preferred Stock are available for future issuance
without shareholder approval. The existence of authorized but unissued shares of Common Stock and Preferred Stock could render
more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Interested
Stockholder Statute.
We are subject to Nevada’s Combination with Interested Stockholders Statute (Nevada Revised
Statutes (“NRS”) Sections 78.411 through 78.444) which prohibits an “interested stockholder” from entering
into a “combination” with us, unless certain conditions are met. An “interested stockholder” is a person
who, together with affiliates and associates, beneficially owns (or within the prior two years, did beneficially own) 10% or more
of our capital stock entitled to vote. We have, however, elected in our Articles of Incorporation to not be governed by the provisions
of NRS Sections 78.411 through 78.444.

Limites
on Liability and Indemnification of Officers and Directors.
NRS limits or eliminates the personal liability of directors
to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our
Articles of Incorporation include provisions that require us to indemnify, to the fullest extent allowable under the NRS, our
directors or officers against monetary damages for actions taken as a director or officer of our company, or for serving at our
request as a director or officer or another position at another corporation or enterprise, as the case may be. Our Articles of
Incorporation also provide that we must indemnify and advance reasonable expenses to our directors and officers, subject to our
receipt of an undertaking from the indemnified party as may be required under the NRS. We are also expressly authorized to carry
directors’ and officers’ insurance to protect our company, our directors, officers and certain employees for some
liabilities.

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limitation of liability and indemnification provisions under the NRS and in our Articles of Incorporation and Bylaws may discourage
stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the
effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful,
might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any
stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary
duties. Moreover, the provisions do not alter the liability of directors under the federal securities laws.

Transfer
Agent

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transfer agent for our Common Stock is Continental Stock & Transfer & Trust Company located at 17 Battery Place, New York,
NY 10004 and its telephone number is (212) 509-4000.

LA DESCRIPTION
OF DEBT SECURITIES

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debt securities will be our direct unsecured general obligations. The debt securities will be either senior debt securities or
subordinated debt securities. The debt securities will be issued under one or more separate indentures the forms of which are
filed as exhibits to the registration statement of which this prospectus forms a part. Senior debt securities will be issued under
a senior indenture. Subordinated debt securities will be issued under a subordinated indenture. Each of the senior indenture and
the subordinated indenture is referred to as an indenture.

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applicable prospectus supplement and/or other offering materials will describe the material terms of the debt securities offered
through that prospectus supplement as well as any general terms described in this section that will not apply to those debt securities.
To the extent the applicable prospectus supplement or other offering materials relating to an offering of debt securities are
inconsistent with this prospectus, the terms of that prospectus supplement or other offering materials will supersede the information
in this prospectus.

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prospectus supplement relating to any series of debt securities that we may offer will contain the specific terms of the debt
titres. These terms may include the following:

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title and principal aggregate amount of the debt securities;
whether
the debt securities will be senior, subordinated or junior subordinated;
whether
the debt securities will be secured or unsecured;
whether
the debt securities are convertible or exchangeable into other securities;
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percentage or percentages of principal amount at which such debt securities will be issued;
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interest rate(s) or the method for determining the interest rate(s);
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dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest
will be payable;
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person to whom any interest on the debt securities will be payable;
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places where payments on the debt securities will be payable;
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maturity date;
rachat
or early repayment provisions;
authorized
denominations;
form;
montant
of discount or premium, if any, with which such debt securities will be issued;
whether
such debt securities will be issued in whole or in part in the form of one or more global securities;
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identity of the depositary for global securities;

whether
a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of
definitive securities of the series will be credited to the account of the persons entitled thereto;
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terms upon which the beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial
interests in a definitive global security or for individual definitive securities;
any
covenants applicable to the particular debt securities being issued;
any
defaults and events of default applicable to the particular debt securities being issued;
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guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination,
security and release of the guarantees), if any;
any
applicable subordination provisions for any subordinated debt securities;
any
restriction or condition on the transferability of the debt securities;
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currency, currencies, or currency units in which the purchase price for, the principal of and any premium and any interest
on, such debt securities will be payable;
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time period within which, the manner in which and the terms and conditions upon which we or the purchaser of the debt securities
can select the payment currency;
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securities exchange(s) on which the securities will be listed, if any;
whether
any underwriter(s) will act as market maker(s) for the securities;
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extent to which a secondary market for the securities is expected to develop;
our
obligations or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
provisions
relating to covenant defeasance and legal defeasance;
provisions
relating to satisfaction and discharge of the indenture;
provisions
relating to the modification of the indenture both with and without consent of holders of debt securities issued under the
indenture;
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law that will govern the indenture and debt securities; et
additional
terms not inconsistent with the provisions of the indenture.

Général

We
may sell the debt securities, including original issue discount securities, at par or at a substantial discount below their stated
principal amount. Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular
series without the consent of the holders of the debt securities of such series outstanding at the time of issuance. Any such
additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series
of securities under the applicable indenture. In addition, we will describe in the applicable prospectus supplement material U.S.
federal income tax considerations and any other special considerations for any debt securities we sell which are denominated in
a currency or currency unit other than U.S. dollars. Unless we inform you otherwise in the applicable prospectus supplement, the
debt securities will not be listed on any securities exchange.

We
expect most debt securities to be issued in fully registered form without coupons and in denominations of $1,000 and integral
multiples thereof. Subject to the limitations provided in the indenture and in the prospectus supplement, debt securities that
are issued in registered form may be transferred or exchanged at the corporate office of the trustee or the principal corporate
trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable
in connection therewith.

Si
specified in the applicable prospectus supplement, certain of our subsidiaries will guarantee the debt securities. The particular
terms of any guarantee will be described in the related prospectus supplement.

Gouvernant
Loi

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Indentures and the debt securities will be construed in accordance with and governed by the laws of the State of New York.

LA DESCRIPTION
OF WARRANTS

We
may issue warrants to purchase our debt or equity securities. Warrants may be issued independently or together with any other
securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate
warrant agreement to be entered into between us and a warrant agent. The terms of any warrants to be issued and a description
of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.

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applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being
delivered:


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title of such warrants;
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aggregate number of such warrants;
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price or prices at which such warrants will be issued;
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currency or currencies in which the price of such warrants will be payable;
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securities purchasable upon exercise of such warrants;
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price at which and the currency or currencies in which the securities purchasable upon exercise of such warrants may be purchased;
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date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
si
applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
si
applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants
issued with each such security;
si
applicable, the date on and after which such warrants and the related securities will be separately transferable;
information
with respect to book-entry procedures, if any;
si
applicable, a discussion of any material United States federal income tax considerations; et
any
other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

LA DESCRIPTION
OF RIGHTS

We
may issue rights to purchase debt securities, preferred stock, common stock or warrants. These rights may be issued independently
or together with any other security offered hereby and may or may not be transferable by the shareholder receiving the rights
in such offering. The applicable prospectus supplement may add, update or change the terms and conditions of the rights as described
in this prospectus.

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applicable prospectus supplement will describe the specific terms of any offering of rights for which this prospectus is being
delivered, including the following:


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price, if any, per right;
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exercise price payable for debt securities, preferred stock, common stock, or warrants upon the exercise of the rights;
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number of rights issued or to be issued to each shareholder;
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number and terms of debt securities, preferred stock, common stock, or warrants which may be purchased per right;
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extent to which the rights are transferable;
any
other terms of the rights, including the terms, procedures and limitations relating to the exchange and exercise of the rights;
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date on which the holder’s ability to exercise the rights shall commence, and the date on which the rights shall expire;
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extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities; et
si
applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the
offering of such rights.

Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the applicable securities purchased upon exercise of the rights. If less
than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons
other than shareholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant
to standby arrangements with one or more underwriters or other purchasers, pursuant to which the underwriters or other purchasers
may be required to purchase any securities remaining unsubscribed for after such offering, as described in the applicable prospectus
supplement.

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description in the applicable prospectus supplement of any rights that we may offer will not necessarily be complete and will
be qualified in its entirety by reference to the applicable rights certificate, which will be filed with the SEC.

LA DESCRIPTION
OF UNITS

Comme
specified in the applicable prospectus supplement, we may issue units consisting of one or more warrants, rights, debt securities,
shares of preferred stock, shares of common stock or any combination of such securities. The applicable supplement will describe:

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terms of the units and of the warrants, rights, debt securities, preferred stock and common stock comprising the units, including
whether and under what circumstances the securities comprising the units may be traded separately;

une
description of the terms of any unit agreement governing the units; et

une
description of the provisions for the payment, settlement, transfer or exchange of the units.

FORMS
OF SECURITIES

Chaque
debt security, warrant, right and unit will be represented either by a certificate issued in definitive form to a particular investor
or by one or more global securities representing the entire issuance of securities. Certificated securities in definitive form
and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security,
and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you
or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable.
Global securities name a depositary or its nominee as the owner of the debt securities, warrants or units represented by these
global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership
of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative,
as we explain more fully below.

Registered
Global Securities

We
may issue the registered debt securities, warrants, rights and units in the form of one or more fully registered global securities
that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the
name of that depositary or nominee. In those cases, one or more registered global securities will be issued in a denomination
or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented
by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered
global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees
of the depositary or any successors of the depositary or those nominees.

Si
not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered
global security will be described in the prospectus supplement relating to those securities. We anticipate that the following
provisions will apply to all depositary arrangements.

La possession
of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with
the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the
depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective
principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating
in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered
global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by
the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons
holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of
these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered
global securities.

So
long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee,
as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security
for all purposes under the applicable indenture, warrant agreement or unit agreement. Except as described below, owners of beneficial
interests in a registered global security will not be entitled to have the securities represented by the registered global security
registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and
will not be considered the owners or holders of the securities under the applicable indenture, warrant agreement, rights agreement
or unit agreement. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures
of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant
through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, warrant agreement,
rights agreement or unit agreement. We understand that under existing industry practices, if we request any action of holders
or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled
to give or take under the applicable indenture, warrant agreement, rights agreement or unit agreement, the depositary for the
registered global security would authorize the participants holding the relevant beneficial interests to give or take that action,
and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act
upon the instructions of beneficial owners holding through them.

Principal,
premium, if any, and interest payments on debt securities, and any payments to holders with respect to warrants, rights or units,
represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary
or its nominee, as the case may be, as the registered owner of the registered global security. None of VirTra, the trustees, the
warrant agents, the rights agents, the unit agents or any other agent of VirTra, agent of the trustees or agent of the warrant
agents, rights agents or unit agents will have any responsibility or liability for any aspect of the records relating to payments
made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing
any records relating to those beneficial ownership interests.

We
expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment
of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered
global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial
interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants
to owners of beneficial interests in a registered global security held through participants will be governed by standing customer
instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form
or registered in “street name,” and will be the responsibility of those participants.

Si
the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue
as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a
clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange
for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange
for a registered global security will be registered in the name or names that the depositary gives to the relevant trustee, warrant
agent, unit agent or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based
upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered
global security that had been held by the depositary.

PLAN
OF DISTRIBUTION

VirTra
and/or the selling stockholders, if applicable, may sell the securities in one or more of the following ways (or in any combination)
from time to time:

through
underwriters or dealers;
directly
to a limited number of purchasers or to a single purchaser;
through
agents;
through
a combination of any such methods; ou
through
any other methods described in a prospectus supplement.

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prospectus supplement will state the terms of the offering of the securities, including:

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name or names of any underwriters, dealers or agents;
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purchase price of such securities and the proceeds to be received by VirTra, if any;
any
underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;
any
public offering price;
any
discounts or concessions allowed or reallowed or paid to dealers; et
any
securities exchanges on which the securities may be listed.

Tout
public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Si
we and/or the selling stockholders, if applicable, use underwriters in the sale, the securities will be acquired by the underwriters
for their own account and may be resold from time to time in one or more transactions, including:

negotiated
transactions,
à
a fixed public offering price or prices, which may be changed,
à
market prices prevailing at the time of sale,
à
prices related to prevailing market prices or
à
negotiated prices.

Sauf si
otherwise stated in a prospectus supplement, the obligations of the underwriters to purchase any securities will be conditioned
on customary closing conditions and the underwriters will be obligated to purchase all of such series of securities, if any are
purchased.

We
and/or the selling stockholders, if applicable, may sell the securities through agents from time to time. The prospectus supplement
will name any agent involved in the offer or sale of the securities and any commissions we pay to them. Generally, any agent will
be acting on a best efforts basis for the period of its appointment.

We
and/or the selling stockholders, if applicable, may authorize underwriters, dealers or agents to solicit offers by certain purchasers
to purchase the securities from VirTra at the public offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to
those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for
solicitation of these contracts.

Underwriters
and agents may be entitled under agreements entered into with VirTra and/or the selling stockholders, if applicable, to indemnification
by VirTra and/or the selling stockholders, if applicable, against certain civil liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments which the underwriters or agents may be required to make. Underwriters and agents
may be customers of, engage in transactions with, or perform services for VirTra and its affiliates in the ordinary course of
business.

Chaque
series of securities will be a new issue of securities and will have no established trading market other than the common stock,
which is quoted on the Nasdaq Capital Market. Any underwriters to whom securities are sold for public offering and sale may make
a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any
time without notice. The securities, other than the common stock, may or may not be listed on a national securities exchange.

LEGAL
OPINIONS

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validity of the securities in respect of which this prospectus is being delivered will be passed on for us by Anthony L.G., PLLC,
West Palm Beach, Florida.

EXPERTS

The financial statements
incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2019 have been so
incorporated in reliance on the report of MaloneBailey, LLP, an independent registered public accounting firm, given on the authority
of said firm as experts in auditing and accounting.

LIMITATION
ON LIABILITY AND DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our
directors and officers are indemnified by our bylaws against amounts actually and necessarily incurred by them in connection with
the defense of any action, suit or proceeding in which they are a party by reason of being or having been directors or officers
of the company. Our articles of incorporation provide that none of our directors or officers shall be personally liable for damages
for breach of any fiduciary duty as a director or officer involving any act or omission of any such director or officer. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to such directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities, other than the payment by us of expenses incurred or paid by such director, officer or controlling person
in the successful defense of any action, lawsuit or proceeding, is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion of 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 Securities Act and will be governed by the final adjudication of such issue.


YOU CAN FIND MORE INFORMATION

Cette
prospectus and any subsequent prospectus supplements do not contain all of the information in the registration statement. On a
omitted from this prospectus some parts of the registration statement as permitted by the rules and regulations of the SEC. Déclarations
in this prospectus concerning any document we have filed as an exhibit to the registration statement or that we otherwise filed
with the SEC are not intended to be comprehensive and are qualified in their entirety by reference to these filings. En outre,
we file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC also maintains a website
that contains reports, proxy and information statements and other information that we file electronically with the SEC, including
nous. The SEC’s website can be found at http://www.sec.gov. In addition, we make available on or through our website copies
of these reports as soon as reasonably practicable after we electronically file or furnished them to the SEC. Our website can
be found at http://www.virtra.com. The content contained in, or that can be accessed through, our website is not a part of this
prospectus.

INFORMATION
INCORPORATED BY REFERENCE

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SEC allows us to “incorporate by reference” in this prospectus certain information we have filed and will file with
the SEC, which means that we may disclose important information in this prospectus by referring you to the document that contains
the information. The information incorporated by reference is considered to be an integral part of this prospectus, and information
that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents
listed below:

our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 23, 2020;
our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the SEC on May 12, 2020;
le
description of our common stock which is included in our Form 8-A12B filed with the SEC on March 9, 2018, including any amendment
or report filed for the purpose of updating that description; et
all
documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date
of this prospectus and before we stop offering the securities covered by this prospectus and any accompanying prospectus supplement.

Notwithstanding
the foregoing, information and documents that we elect to furnish, but not file, or have furnished, but not filed, with the SEC
in accordance with SEC rules and regulations is not incorporated into this prospectus and does not constitute a part hereof.

Vous
may access these filings on our website at www.virtra.com. The information on our website is not incorporated by reference
and is not considered part of this prospectus. Also, upon written or oral request, at no cost we will provide to each person,
including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated
by reference in the prospectus but not delivered with the prospectus. Inquiries should be directed to:

VirTra,
Inc.

7970
S. Kyrene Rd.

Tempe,
AZ 85284

(480)
968-1488


Click to enlarge

$20,000,000

VIRTRA,
INC.

Commun
Stock, Preferred Stock, Warrants, Rights

Dette
Securities and Units

et

1,004,776
Shares of Common Stock for Resale by Selling Stockholders

PROSPECTUS

,
2020

PART
II

INFORMATION
NOT REQUIRED IN PROSPECTUS

Item
14. Other Expenses of Issuance and Distribution.

Ensemble
forth below is an estimate (except in the case of the SEC registration fee) of the amount of fees and expenses to be incurred
in connection with the issuance and distribution of the offered securities registered hereby, other than underwriting discounts
and commission, if any, incurred in connection with the sale of the offered securities. All such amounts will be borne by VirTra,
Inc., a Nevada corporation (the “Company”).

AMOUNT

SEC Registration Fee

$

2,884.23

FINRA Filing Fees

(1)

Legal Fees and Expenses

(1)

Accounting Fees and Expenses

(1)

Trustees’ Fees and Expenses

(1)

Warrant Agent Fees and Expenses

(1)

Printing Expenses

(1)

Miscellaneous Expenses

(1)

Total

(1)

(1) Celles-ci
fees will be calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at
this time.

Item 15. Indemnification of Directors and Officers.

Nevada
Revised Statutes (“NRS”) 78.138(7) provides that, subject to limited statutory exceptions and unless the articles
of incorporation or an amendment thereto (in each case filed on or after October 1, 2003) provide for greater individual liability,
a director or officer is not individually liable to a corporation or its stockholders or creditors for any damages as a result
of any act or failure to act in his or her capacity as a director or officer unless it is proven that: (i) the act or failure
to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) the breach of those duties involved
intentional misconduct, fraud or a knowing violation of law.

NRS
78.7502(1) provides that a 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 the 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 the action,
suit or proceeding if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he
or she 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 the conduct was unlawful. NRS 78.7502(2) provides that a 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 the 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
amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense
or settlement of the action or suit if the person (a) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in
a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. To the extent that
a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such
action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against
expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. le
termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good
faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or
that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.
Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to
the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

NRS
78.751(1) provides that any discretionary indemnification pursuant to NRS 78.7502 (unless ordered by a court or advanced pursuant
to NRS 78.751(2)), may be made by the corporation only as authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances. The determination must be made (i) by the stockholders;
(ii) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or
proceeding; (iii) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (iv) if a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. NRS 78.751(2) provides
that the corporation’s articles of incorporation or bylaws, or an agreement made by the corporation, may provide that the
expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction
that the director or officer is not entitled to be indemnified by the corporation.

En dessous de
the NRS, the indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant
to NRS 78.751:

Est-ce que
not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either
an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification,
unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to NRS 78.751(2), may not
be made to or on behalf of any director or officer if a final adjudication establishes that the director’s or officer’s
acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of
action; et
Continue
for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.

UNE
right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw
is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject
of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of
expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination
or impairment after such action or omission has occurred.

le
Articles of Incorporation of the Company provide that to the fullest extent permitted under the NRS and other applicable law,
the Company shall indemnify directors and officers of the Company in their respective capacities as such and in any and all other
capacities in which any of them serves at the request of the Company. The Articles of Incorporation of the Company further provide
that the liability of its directors shall be limited to acts or omissions that involve intentional misconduct, knowing violation
of the law, conduct violating NRS 78.138(7), or any transaction from which the director will personally benefit. The Articles
of Incorporation state that if the NRS are amended to further eliminate or limit or authorize corporate action to further eliminate
or limit the liability of directors, the liability of directors of the Company shall be eliminated or limited to the fullest extent
permitted by the NRS.

le
By-Laws of the Company provide that the Company shall, to the fullest extent permitted by the NRS and other applicable law, indemnify,
hold harmless and defend any person who: (i) was or is a director or officer of the Company or was or is a director or officer
of a direct or indirect wholly-owned subsidiary of the Company, and (ii) was or is a party or is threatened to be made a party
to, or was or is otherwise directly involved in, 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 Company) by reason of the fact that
such person was or is a director or officer of the Company or any direct or indirect wholly-owned subsidiary, or was or is serving
at the request of the Company as a director, officer, employee, partner, member or agent of another entity, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe such person’s conduct was unlawful.

le
By-Laws further provide that the Company shall indemnify, hold harmless and defend any person who: (i) was or is a director or
officer of the Company or was or is a director or officer of a direct or indirect wholly-owned subsidiary, and (ii) was or is
a party or is threatened to be made a party to, or was or is otherwise directly involved in, any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person was
or is a director or officer of the Company or any direct or indirect wholly-owned subsidiary, or was or is serving at the request
of the Company as a director, officer, employee, partner, member or agent of another entity, and whether the basis of such action,
suit or proceeding is alleged action in an official capacity or in any other capacity, 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 such
person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the
Company. However, no indemnification shall be made in respect of any matter as to which such person shall have been adjudged to
be liable to the Company unless and only to the extent that the court determines 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.

To
the extent that a director, officer, employee or agent has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, he or she must be indemnified by the Company against expenses, including attorneys’
fees, actually and reasonably incurred by such person in connection with the defense. The By-Laws further provide that any indemnification
under the foregoing provisions must be made by the Company only upon a determination that indemnification is proper in the circumstances,
which such determination shall be made by the (i) stockholders; (ii) by a majority vote of a quorum of the Board of Directors
consisting of directors who were not parties to the act, suit or proceeding; (iii) if a majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; ou
(iv) if a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion. The By-Laws also provide that expenses shall be paid in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by the involved director or officer to repay such amount if it
shall ultimately be determined that such person is not entitled to be indemnified by the Company.

Plus loin,
the Company has entered into employment agreements with its Chief Executive Officer and Chief Operating Officer, both of whom
are directors, that require the Company to indemnify these individuals for certain expenses (including attorneys’ fees),
judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by
or in our right, on account of any services undertaken by such person on behalf of the Company or that person’s status as
an officer or a member of the Board of Directors to the maximum extent allowed under applicable Nevada law. The Company maintains
standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims
made by reason of breach of duty or other wrongful act, and (b) to the Company with respect to payments which may be made by the
Company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

Item 16. Exhibits.

le
following is a list of all exhibits filed as a part of this registration statement on Form S-3, including those incorporated herein
by reference.

Exhibit

No.

Exhibit
Description
1.1* Forme
of Underwriting Agreement
3.1 Articles of Incorporation of VirTra, Inc. filed September 22, 2016 (incorporated by reference to Exhibit 2.1 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
3.2 Certificate of Change of VirTra, Inc. filed on October 7, 2016 (incorporated by reference to Exhibit 2.2 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
3.3 Certificate of Change of VirTra, Inc. filed on February 12, 2018 (incorporated by reference to Exhibit 2.3 to the registrant’s Post-Qualification Offering Circular Amendment No. 1 to Form 1-A (File No. 024-10739) filed with the Commission on February 21, 2018).
3.4 Bylaws of VirTra, Inc. (incorporated by reference to Exhibit 2.4 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
4.1 Form of Senior Indenture
4.2* Forme
of Senior Note
4.3 Form of Subordinated Indenture
4.4* Forme
of Subordinated Note
4.5* Forme
of Warrant Agreement
4.6* Forme
of Rights Agreement
4.7* Forme
of Unit Agreement


5.1 Opinion of Anthony L.G., PLLC
10.1 Lease Agreement dated July 8, 2010 between VirTra Systems, Inc. and DMC Portfolio, LLC, as amended (incorporated by reference to Exhibit 6.1 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
10.2† Employment Agreement dated April 2, 2012 between VirTra Systems, Inc. and Robert Ferris (incorporated by reference to Exhibit 6.2 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
10.3† Employment Agreement dated April 2, 2012 between VirTra Systems, Inc. and Matt Burlend (incorporated by reference to Exhibit 6.3 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
10.4 Co-Venture Agreement dated January 16, 2015, by and between Modern Round, L.L.C. and VirTra Systems, Inc. (incorporated by reference to Exhibit 6.4 to the registrant’s Amendment No. 1 to Offering Circular on Form 1-A/A (File No. 024-10739) filed with the Commission on October 17, 2017).
10.5 First Amendment to Co-Venture Agreement dated August 16, 2017, by and between Modern Round, L.L.C. and VirTra Systems, Inc. (incorporated by reference to Exhibit 6.5 to the registrant’s Amendment No. 1 to Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on October 17, 2017).
10.6† 2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.6 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
10.7† Form of Stock Option Agreement for 2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.7 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
10.8† Form of Notice of Grant of Stock Option for 2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.8 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
23,1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Anthony L.G., PLLC (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
25.1** Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Trustee under the Senior Indenture
25.2** Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Trustee under the Subordinated Indenture

La gestion
contract, compensation plan or arrangement.
* To
be filed by amendment to this registration statement or as an exhibit to a report filed pursuant to Section 13(a), 13(c) or
15(d) of the Exchange Act.
** To
be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, and the appropriate rules
and regulations thereunder.

Item
17. Undertakings.

(une)
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 of 193, as amended (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 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 SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; et

(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;

à condition de,
toutefois, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above 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 SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) 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.

(5)
That, for the purpose of determining liability under the Securities Act to any purchaser:

(UNE)
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; et

(B)
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. À condition de, toutefois, 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.

(6)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities:

le
undersigned registrant undertakes that 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; et

(iv)
Any other communications 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 Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.

(h)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the 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, the 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 Securities Act and will
be governed by the final adjudication of such issue.

(j)
The undersigned registrant hereby undertakes 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 (the “Act”) in accordance with the rules and
regulations prescribed by the SEC under Section 305(b)(2) of the Act.

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 Tempe, Arizona on May 22, 2020.

VirTra,
Inc.
Par: /s/
Robert D. Ferris
Robert
D. Ferris,
Chief
Executive Officer and President

PUISSANCE
OF ATTORNEY

KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Robert D. Ferris, his
true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement and to sign any and all additional registration statements relating to the Registration Statement and filed pursuant
to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent or his substitute
or substitutes, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons
in their respective capacities on May 22, 2020.

Nom Titre
/s/
Robert D. Ferris
Chief
Executive Officer, President, Chairman of the Board and Director
Robert
D. Ferris
(Principal
Executive Officer)
/s/
Judy A. Henry
Chief
Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting
Judy
A. Henry
Officer)
/s/
Matthew D. Burlend
Director,
Chief Operating Officer and Vice President
Matthew
D. Burlend
/s/
Mitchell A. Saltz
Director
Mitchell
A. Saltz
/s/
Jeffrey D. Brown
Director
Jeffrey
D. Brown
/s/
James Richardson
Director
James
Richardson

EXHIBIT
INDEX

Exhibit

No.

Exhibit
Description
1.1* Forme
of Underwriting Agreement
3.1 Articles of Incorporation of VirTra, Inc. filed September 22, 2016 (incorporated by reference to Exhibit 2.1 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
3.2 Certificate of Change of VirTra, Inc. filed on October 7, 2016 (incorporated by reference to Exhibit 2.2 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
3.3 Certificate of Change of VirTra, Inc. filed on February 12, 2018 (incorporated by reference to Exhibit 2.3 to the registrant’s Post-Qualification Offering Circular Amendment No. 1 to Form 1-A (File No. 024-10739) filed with the Commission on February 21, 2018).
3.4 Bylaws of VirTra, Inc. (incorporated by reference to Exhibit 2.4 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
4.1 Form of Senior Indenture
4.2* Forme
of Senior Note
4.3 Form of Subordinated Indenture
4.4* Forme
of Subordinated Note
4.5* Forme
of Warrant Agreement


4.6* Forme
of Rights Agreement
4.7* Forme
of Unit Agreement
5.1 Opinion of Anthony L.G., PLLC
10.1 Lease Agreement dated July 8, 2010 between VirTra Systems, Inc. and DMC Portfolio, LLC, as amended (incorporated by reference to Exhibit 6.1 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
10.2† Employment Agreement dated April 2, 2012 between VirTra Systems, Inc. and Robert Ferris (incorporated by reference to Exhibit 6.2 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
10.3† Employment Agreement dated April 2, 2012 between VirTra Systems, Inc. and Matt Burlend (incorporated by reference to Exhibit 6.3 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
10.4 Co-Venture Agreement dated January 16, 2015, by and between Modern Round, L.L.C. and VirTra Systems, Inc. (incorporated by reference to Exhibit 6.4 to the registrant’s Amendment No. 1 to Offering Circular on Form 1-A/A (File No. 024-10739) filed with the Commission on October 17, 2017).
10.5 First Amendment to Co-Venture Agreement dated August 16, 2017, by and between Modern Round, L.L.C. and VirTra Systems, Inc. (incorporated by reference to Exhibit 6.5 to the registrant’s Amendment No. 1 to Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on October 17, 2017).
10.6† 2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.6 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
10.7† Form of Stock Option Agreement for 2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.7 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
10.8† Form of Notice of Grant of Stock Option for 2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.8 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
23,1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Anthony L.G., PLLC (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
25.1** Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Trustee under the Senior Indenture
25.2** Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Trustee under the Subordinated Indenture

La gestion
contract, compensation plan or arrangement.
* To
be filed by amendment to this registration statement or as an exhibit to a report filed pursuant to Section 13(a), 13(c) or
15(d) of the Exchange Act.
** To
be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, and the appropriate rules
and regulations thereunder.

EXHIBIT
4.1

VIRTRA,
INC.

as
the Company

et

as
Trustee

Senior
Indenture

Daté
as of                  , 20

TABLE
OF CONTENTS

PAGE
ARTICLE
1

DÉFINITIONS
AND INCORPORATION BY REFERENCE

5

Section
1.01. Definitions
5
Section
1.02. Other Definitions
9
Section
1.03. Incorporation by Reference of Trust Indenture Act

9

Section
1.04. Rules of Construction
9
ARTICLE
2
LE
SECURITIES
dix
Section
2.01. Form and Dating
dix
Section
2.02. Execution And Authentication
dix
Section
2.03. Amount Unlimited; Issuable in Series

11

Section
2.04. Denomination and Date of Securities; Payments of Interest
13
Section
2.05. Registrar and Paying Agent; Agents Generally
13
Section
2.06. Paying Agent to Hold Money in Trust
14
Section
2.07. Transfer and Exchange
14
Section
2.08. Replacement Securities

16

Section
2.09. Outstanding Securities
17
Section
2.10. Temporary Securities
17
Section
2.11. Cancellation
17
Section
2.12. CUSIP Numbers
18
Section
2.13. Defaulted Interest
18
Section
2.14. Series May Include Tranches
18
ARTICLE
3
REDEMPTION 18
Section
3.01. Applicability of Article

18

Section
3.02. Notice of Redemption; Partial Redemptions
18
Section
3.03. Payment Of Securities Called For Redemption
19
Section
3.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption

20

Section
3.05. Mandatory and Optional Sinking Funds
20
ARTICLE
4
COVENANTS

22

Section
4.01. Payment of Securities
22
Section
4.02. Maintenance of Office or Agency
22
Section
4.03. Securityholders’ Lists

23

Section
4.04. Certificate to Trustee
23
Section
4.05. Reports by the Company
23
Section
4.06. Additional Amounts
23
ARTICLE
5
SUCCESSOR
CORPORATION
24
Section
5.01. When Company May Merge, Etc
24
Section
5.02. Successor Substituted
24

ARTICLE
6
DEFAULT
AND REMEDIES

24

Section
6.01. Events of Default

24

Section
6.02. Acceleration
25
Section
6.03. Other Remedies
25
Section
6.04. Waiver of Past Defaults
26
Section
6.05. Control by Majority
26
Section
6.06. Limitation on Suits
26
Section
6.07. Rights of Holders to Receive Payment
26
Section
6.08. Collection Suit by Trustee

27

Section
6.09. Trustee May File Proofs of Claim
27
Section
6.10. Application of Proceeds
27
Section
6.11. Restoration of Rights and Remedies

28

Section
6.12. Undertaking for Costs
28
Section
6.13. Rights and Remedies Cumulative
28
Section
6.14. Delay or Omission not Waiver
28
ARTICLE
7
TRUSTEE

28

Section
7.01. Général

28

Section
7.02. Certain Rights of Trustee
28
Section
7.03. Individual Rights of Trustee
29
Section
7.04. Trustee’s Disclaimer
30
Section
7.05. Notice of Default
30
Section
7.06. Reports by Trustee to Holders
30
Section
7.07. Compensation and Indemnity
30
Section
7.08. Replacement of Trustee
31
Section
7.09. Acceptance of Appointment by Successor
31
Section
7.10. Successor Trustee By Merger, Etc

32

Section
7.11. Admissibilité
32
Section
7.12. Money Held in Trust
32
ARTICLE
8
SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

33

Section
8.01. Satisfaction and Discharge of Indenture
33
Section
8.02. Application by Trustee of Funds Deposited for Payment of Securities
33
Section
8.03. Repayment of Moneys Held by Paying Agent
33
Section
8.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years
33
Section
8.05. Defeasance and Discharge of Indenture
33
Section
8.06. Defeasance of Certain Obligations
34
Section
8.07. Reinstatement
35
Section
8.08. Indemnity
35
Section
8.09. Excess Funds
35
Section
8.10. Qualifying Trustee

35

ARTICLE
9
AMENDMENTS,
SUPPLEMENTS AND WAIVERS

36

Section
9.01. Without Consent of Holders
36
Section
9.02. With Consent of Holders
36
Section
9.03. Revocation and Effect of Consent
37
Section
9.04. Notation on or Exchange of Securities
37
Section
9.05. Trustee to Sign Amendments, Etc
37
Section
9.06. Conformity with Trust Indenture Act
37

ARTICLE
dix
MISCELLANEOUS 38
Section
10.01. Trust Indenture Act of 1939

38

Section
10.02. Notices
38
Section
10.03. Certificate and Opinion as to Conditions Precedent
38
Section
10.04. Statements Required in Certificate or Opinion
39
Section
10.05. Evidence of Ownership
39
Section
10.06. Rules by Trustee, Paying Agent or Registrar
39
Section
10.07. Payment Date Other Than a Business Day

40

Section
10.08. Governing Law
40
Section
10.09. No Adverse Interpretation of Other Agreements
40
Section
10.10. Successors
40
Section
10.11. Duplicate Originals
40
Section
10.12. Separability
40
Section
10.13. Table of Contents, Headings, Etc
40
Section
10.14. Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability
40
Section
10.15. Judgment Currency
40

SENIOR
INDENTURE, dated as of                      ,
20 , between VirTra, Inc., a Nevada corporation, as the Company, and                       ,
as Trustee.

RECITALS
OF THE COMPANY

WHEREAS,
the Company has duly authorized the issue from time to time of its senior debentures, notes or other evidences of indebtedness
to be issued in one or more series (the “Titres”) up to such principal amount or amounts as may from time
to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication,
delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; et

WHEREAS,
all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;

NOW,
THEREFORE:

Dans
consideration of the premises and the purchases of the Securities by the holders thereof, the Company and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities or of
any and all series thereof and of the coupons, if any, appertaining thereto as follows:

ARTICLE
1

DÉFINITIONS
AND INCORPORATION BY REFERENCE

Section
1.01. Definitions.

"Affilier"
of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control
with such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”) when used with respect to
any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract or otherwise.

"Agent"
means any Registrar, Paying Agent, transfer agent or Authenticating Agent.

"Authorized
Journal
” means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal
(Eastern Edition) and in the case of London, will, if practicable, be the Financial Times (London Edition) and published in an
official language of the country of publication customarily published at least once a day for at least five days in each calendar
week and of general circulation in The City of New York or London, as applicable. If it shall be impractical in the opinion of
the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice
in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

"Board
Résolution
” means one or more resolutions of the board of directors of the Company or any authorized committee thereof,
certified by the secretary or an assistant secretary to have been duly adopted and to be in full force and effect on the date
of certification, and delivered to the Trustee.

"Affaires
journée
” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or regulation to close in The City of New York, with respect to any Security the interest on
which is based on the offered quotations in the interbank Eurodollar market for dollar deposits in London, or with respect to
Securities denominated in a specified currency other than United States dollars, in the principal financial center of the country
of the specified currency.

"Capitale
Lease
” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be
capitalized on the balance sheet of such Person.

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

"Company"
means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article 5 of
this Indenture and thereafter means the successor.

"Corporate
Trust Office
” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular
time, be administered, which office is, at the date of this Indenture, located at Attention: .

"Devise
Agreement
” means, with respect to any Person, any foreign exchange contract, currency swap agreement or other similar
agreement or arrangement designed to protect such Person or any of its Subsidiaries against fluctuations in currency values to
or under which such Person or any of its Subsidiaries is a party or a beneficiary on the date hereof or becomes a party or a beneficiary
thereafter.

"Dette"
means, with respect to any Person at any date of determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person in respect of letters of credit or bankers’ acceptance or other similar instruments (or reimbursement
obligations with respect thereto), (iv) all obligations of such Person to pay the deferred purchase price of property or services,
except Trade Payables, (v) all obligations of such Person as lessee under Capital Leases, (vi) all Debt of others secured by a
Lien on any asset of such Person, whether or not such Debt is assumed by such Person; provided that, for purposes of determining
the amount of any Debt of the type described in this clause, if recourse with respect to such Debt is limited to such asset, the
amount of such Debt shall be limited to the lesser of the fair market value of such asset or the amount of such Debt, (vii) all
Debt of others Guaranteed by such Person to the extent such Debt is Guaranteed by such Person, (viii) all redeemable stock valued
at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends and (ix) to the extent
not otherwise included in this definition, all obligations of such Person under Currency Agreements and Interest Rate Agreements.

"Défaut"
means any event that is, or after notice or passage of time or both would be, an Event of Default.

"Depositary"
means, with respect to the Securities of any series issuable or issued in the form of one or more Registered Global Securities,
the Person designated as Depositary by the Company pursuant to Section 2.03 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary"
as used with respect to the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities
of that series.

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

"GAAP"
means generally accepted accounting principles in the U.S. as in effect as of the date hereof applied on a basis consistent with
the principles, methods, procedures and practices employed in the preparation of the Company’s audited financial statements,
including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as is approved by a significant segment of the accounting profession.

"Guarantee"
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation
of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise,
of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation
of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keepwell, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into
for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect
such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall
not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee"
used as a verb has a corresponding meaning.

"Titulaire"
ou "Securityholder” means the registered holder of any Security with respect to Registered Securities and the
bearer of any Unregistered Security or any coupon appertaining thereto, as the case may be.

"Indenture"
means this Indenture as originally executed and delivered or as it may be amended or supplemented from time to time by one or
more indentures supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture and shall
include the forms and terms of the Securities of each series established as contemplated pursuant to Sections 2.01 and 2.03.

"L'intérêt
Rate Agreement
” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement,
interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedge agreement or other similar agreement or arrangement designed to protect such Person or any of its Subsidiaries against
fluctuations in interest rates to or under which such Person or any of its Subsidiaries is a party or a beneficiary on the date
hereof or becomes a party or a beneficiary thereafter.

"Lien"
means, with respect to any property, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect
of such property. For purposes of this Indenture, the Company shall be deemed to own subject to a Lien any property which it has
acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such property.

"Officer"
means, with respect to the Company, the president, the chief executive officer, the chief financial officer or the secretary.

"Officers’
Certificate
” means a certificate signed in the name of the Company (i) by the president or chief executive officer and
(ii) by the chief financial officer or the secretary, and delivered to the Trustee. Each such certificate shall comply with Section
314 of the Trust Indenture Act, if applicable, and include (except as otherwise expressly provided in this Indenture) the statements
provided in Section 10.04, if applicable.

"Opinion
of Counsel
” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, satisfactory
to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act, if applicable, and include the statements
provided in Section 10.04, if and to the extent required thereby.

"Original
issue date
” of any Security (or portion thereof) means the earlier of (a) the date of authentication of such Security
or (b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration
of transfer, exchange or substitution.

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

"Periodic
Offre
” means an offering of Securities of a series from time to time, the specific terms of which Securities, including,
without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or its agents upon the issuance of such Securities.

"Person"
means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or instrumentality thereof.

"Principal"
of a Security means the principal amount of, and, unless the context indicates otherwise, includes any premium payable on, the
Sécurité.

"Registered
Global Security
” means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary
for such series in accordance with Section 2.02, and bearing the legend prescribed in Section 2.02.

"Registered
Sécurité
” means any Security registered on the Security Register (as defined in Section 2.05).

"Responsible
Officer
” when used with respect to the Trustee, shall mean an officer of the Trustee in the Corporate Trust Office,
having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

"Titres"
means any of the securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under
this Indenture and, unless the context indicates otherwise, shall include any coupon appertaining thereto.

"Titres
Acte
” means the Securities Act of 1933, as amended.

"Subsidiary"
means, with respect to any Person, any corporation, association or other business entity of which a majority of the capital stock
or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing
similar functions are at the time directly or indirectly owned by such Person.

"Trade
Payables
” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to
trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business
in connection with the acquisition of goods or services.

"Trustee"
means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions
of Article 7 and thereafter shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more
than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect
to Securities of that series.

"Trust
Indenture Act
” means the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), as it may
be amended from time to time.

"Unregistered
Sécurité
” means any Security other than a Registered Security.

"NOUS.
Government Obligations
” means securities that are (i) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged or (ii) obligations of an agency or instrumentality of the United States of America
the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, and
shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for
the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depository receipt.

"rendement
to Maturity
” means, as the context may require, the yield to maturity (i) on a series of Securities or (ii) if the Securities
of a series are issuable from time to time, on a Security of such series, calculated at the time of issuance of such series in
the case of clause (i) or at the time of issuance of such Security of such series in the case of clause (ii), or, if applicable,
at the most recent redetermination of interest on such series or on such Security, and calculated in accordance with the constant
interest method or such other accepted financial practice as is specified in the terms of such Security.

Section
1.02. Other Definitions. Each of the following terms is defined in the section set forth opposite such term:

Terme Section
Authenticating
Agent
2.02
En espèces
Transaction
7.03
Dollars 4.02
Event
of Default
6.01
Judgment
Devise
10.15 (une)
mandatory
sinking fund payment
3.05
optionnel
sinking fund payment
3.05
Paying
Agent
2.05
record
Date
2.04
Registrar 2.05
Obligatoire
Devise
10.15 (une)
Sécurité
S'inscrire
2.05
self-liquidating
papier
7.03
sinking
fund payment date
3.05
tranche 2.14

Section
1.03. 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. The following terms used in this Indenture
that are defined by the Trust Indenture Act have the following meanings:

"indenture
securities
” means the Securities;

"indenture
security holder
” means a Holder or a Securityholder;

"indenture
to be qualified
” means this Indenture;

"indenture
trustee
" ou "institutional trustee” means the Trustee; et

"obligor"
on the indenture securities means the Company or any other obligor on the Securities.

All
other terms used in this Indenture that are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act
to another statute or defined by a rule of the Commission and not otherwise defined herein have the meanings assigned to them
therein.

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

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

b)
words in the singular include the plural, and words in the plural include the singular;

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

(d)
all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; et

(e)
use of masculine, feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns should be construed
to include, where appropriate, the other pronouns.

ARTICLE
2

LE
SECURITIES

Section
2.01. Form and Dating. The Securities of each series shall be substantially in such form or forms (not inconsistent with
this Indenture) as shall be established by or pursuant to one or more Board Resolutions or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent
with the provisions of this Indenture, as may be required to comply with any law, or with any rules of any securities exchange
or usage, all as may be determined by the officers executing such Securities as evidenced by their execution of the Securities.
Unless otherwise so established, Unregistered Securities shall have coupons attached.

Section
2.02. Execution And Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons
appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the
Company, if any, shall be reproduced on the Securities. If an Officer whose signature is on a Security or coupon appertaining
thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless
be valid.

le
Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to
authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent.

UNE
Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent manually signs the
certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. le
signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated
under this Indenture.

À
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the
applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities
to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive
prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon,
unless and until such documents have been superseded or revoked:

(une)
any Board Resolution and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the
forms and terms of the Securities of that series were established;

b)
an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and
terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance
with such procedures as shall be referred to therein, established in compliance with this Indenture; et

(c)
an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been,
or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein,
established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have
been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and
duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would
be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject
to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally,
general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested
by the Trustee.

le
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 which
is not reasonably acceptable to the Trustee.

Notwithstanding
the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section
2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or
prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

Avec
respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company
of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof,
upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection
with the first authentication of Securities of such series.

Si
the Company shall establish pursuant to Section 2.03 that the Securities of a series or a portion thereof are to be issued in
the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver
one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate
principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in
the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be
delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall
bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities
in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor Depositary.”

Section
2.03. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

le
Securities may be issued in one or more series. There shall be established in or pursuant to Board Resolution or one or more indentures
supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.03,

(une)
the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all
other series;

b)
any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this
Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance
of the Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, or upon redemption of, other Securities of the series pursuant hereto);

(c)
the date or dates on which the principal of the Securities of the series is payable (which date or dates may be fixed or extendible);

(d)
the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any,
the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered
Securities) on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by
which such rate or rates or date or dates shall be determined;

(e)
if other than as provided in Section 4.02, the place or places where the principal of and any interest on Securities of the series
shall be payable, any Registered Securities of the series may be surrendered for exchange, notices, demands to or upon the Company
in respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;

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

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

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

(i)
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;

(j)
if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment
of the principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of
and/or interest on the Securities of the series may be determined with reference to an index based on a coin or currency other
than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;

(k)
if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which
payment of the Principal of and interest on the Securities of the series shall be payable, and the manner in which any such currencies
shall be valued against other currencies in which any other Securities shall be payable;

(l)
whether the Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such
Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without coupons) (and if so,
whether such Securities will be issued in temporary or permanent global form), or any combination of the foregoing, any restrictions
applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as
provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such
series and vice versa;

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

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

(o)
any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect
to the Securities of the series;

(p)
provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less than
all Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination
of the foregoing) the provisions of Article 8;

(q)
if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities
in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered
Securities in global form;

(r)
any other Events of Default or covenants with respect to the Securities of the series; et

(s)
any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture).

All
Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except in the case of
Registered Securities as to date and denomination, except in the case of any Periodic Offering and except as may otherwise be
provided by or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto. All
Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms
of this Indenture, if so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and any
forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance
thereof by procedures described in such Board Resolution or supplemental indenture.

Sauf si
otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities
may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased.

Section
2.04. Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable as Registered
Securities or Unregistered Securities in denominations established as contemplated by Section 2.03 or, if not so established with
respect to Securities of any series, in denominations of $1,000 and any integral multiple thereof. The Securities of each series
shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Officers of the Company
executing the same may determine, as evidenced by their execution thereof.

Sauf si
otherwise specified with respect to a series of Securities, each Security shall be dated the date of its authentication. The Securities
of each series shall bear interest, if any, from the date, and such interest and shall be payable on the dates, established as
contemplated by Section 2.03.

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person in whose name any Registered Security of any series is registered at the close of business on any record date applicable
to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if
any, payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to
the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment
of the interest due on such interest payment date for such series, in which case the provisions of Section 2.13 shall apply. le
term “record date” as used with respect to any interest payment date (except a date for payment of defaulted
interest) for the Securities of any series shall mean the date specified as such in the terms of the Registered Securities of
such series established as contemplated by Section 2.03, or, if no such date is so established, the fifteenth day next preceding
such interest payment date, whether or not such record date is a Business Day.

Section
2.05. Registrar and Paying Agent; Agents Generally. The Company shall maintain an office or agency where Securities may
be presented for registration, registration of transfer or for exchange (the “Registrar”) and an office or
agency where Securities may be presented for payment (the “Paying Agent”), which shall be in the Borough of
Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Registered Securities and of
their registration, transfer and exchange (the “Security Register”). The Company may have one or more additional
Paying Agents or transfer agents with respect to any series.

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Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement
the provisions of this Indenture and the Trust Indenture Act that relate to such Agent. The Company shall give prompt written
notice to the Trustee of the name and address of any Agent and any change in the name or address of an Agent. If the Company fails
to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Company may remove any Agent upon written notice to
such Agent and the Trustee; à condition de that no such removal shall become effective until (i) the acceptance of an appointment
by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor
Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment
of a successor Agent in accordance with clause (i) of this proviso. The Company or any affiliate of the Company may act as Paying
Agent or Registrar; à condition de that neither the Company nor an affiliate of the Company shall act as Paying Agent in connection
with the defeasance of the Securities or the discharge of this Indenture under Article 8.

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Company initially appoints the Trustee as Registrar, Paying Agent and Authenticating Agent. If, at any time, the Trustee is not
the Registrar, the Registrar shall make available to the Trustee ten days prior to each interest payment date and at such other
times as the Trustee may reasonably request the names and addresses of the Holders as they appear in the Security Register.

Section
2.06. Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. New York City time on each due date or, in the case
of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the due date, of any Principal or interest
on any Securities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such
Principal or interest. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying
Agent shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent
for the payment of Principal of and interest on such Securities and shall promptly notify the Trustee of any default by the Company
in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request
to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed.
Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any
affiliate of the Company acts as Paying Agent, it will, on or before each due date of any Principal of or interest on any Securities,
segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal
or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this
Indenture, and will promptly notify the Trustee in writing of its action or failure to act as required by this Section.

Section
2.07. Transfer and Exchange. Unregistered Securities (except for any temporary global Unregistered Securities) and coupons
(except for coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery.

À
the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set
forth below) may be exchanged for a Registered Security or Registered Securities of such series and tenor having authorized denominations
and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Company
that shall be maintained for such purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of
the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except
as otherwise established pursuant to Section 2.03, at the option of the Holder thereof, Unregistered Securities of any series
may be exchanged for Registered Securities of such series and tenor having authorized denominations and an equal aggregate principal
amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for
such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have coupons attached, all unmatured
coupons and all matured coupons in default thereto appertaining, and upon payment, if the Company shall so require, of the charges
hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate
and original issue date are issued in more than one authorized denomination, except as otherwise established pursuant to Section
2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such series and tenor having authorized denominations
and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company
that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have
coupons attached, all unmatured coupons and all matured coupons in default thereto appertaining, and upon payment, if the Company
shall so require, of the charges hereinafter provided. Registered Securities of any series may not be exchanged for Unregistered
Securities of such series. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

Upon
surrender for registration of transfer of any Registered Security of a series at the agency of the Company that shall be maintained
for that purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter
provided, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of like tenor and
aggregate principal amount.

All
Registered Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed
by, the holder or his attorney duly authorized in writing.

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Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.

Notwithstanding
any other provision of this Section 2.07, unless and until it is exchanged in whole or in part for Securities in definitive registered
form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as
a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary.

Si
at any time the Depositary for any Registered Global Securities of any series notifies the Company that it is unwilling or unable
to continue as Depositary for such Registered Global Securities or if at any time the Depositary for such Registered Global Securities
shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law
with respect to such Registered Global Securities. If a successor Depositary eligible under applicable law for such Registered
Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and
delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver Registered Securities of
such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such
Registered Global Securities, in exchange for such Registered Global Securities.

le
Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that any Registered
Global Securities of any series shall no longer be maintained in global form. In such event the Company will execute, and the
Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive Registered Securities of
such series and tenor, will authenticate and deliver, Registered Securities of such series and tenor in any authorized denominations,
in an aggregate principal amount equal to the principal amount of such Registered Global Securities, in exchange for such Registered
Global Securities.

Tout
time the Registered Securities of any series are not in the form of Registered Global Securities pursuant to the preceding two
paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certificated Registered Securities without the
legend required by Section 2.02 and the Trustee agrees to hold such Registered Securities in safekeeping until authenticated and
delivered pursuant to the terms of this Indenture.

Si
established by the Company pursuant to Section 2.03 with respect to any Registered Global Security, the Depositary for such Registered
Global Security may surrender such Registered Global Security in exchange in whole or in part for Registered Securities of the
same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon,
the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

(une)
to the Person specified by such Depositary new Registered Securities of the same series and tenor, of any authorized denominations
as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest
in the Registered Global Security; et

b)
to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount
of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered
pursuant to clause (a) above.

Registered
Securities issued in exchange for a Registered Global Security pursuant to this Section 2.07 shall be registered in such names
and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee
or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

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

Notwithstanding
anything herein or in the forms or terms of any Securities to the contrary, none of the Company, the Trustee or any agent of the
Company or the Trustee shall be required to exchange any Unregistered Security for a Registered Security if such exchange would
result in adverse Federal income tax consequences to the Company (such as, for example, the inability of the Company to deduct
from its income, as computed for Federal income tax purposes, the interest payable on the Unregistered Securities) under then
applicable United States Federal income tax laws. The Trustee and any such agent shall be entitled to rely on an Officers’
Certificate or an Opinion of Counsel in determining such result.

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Registrar shall not be required (i) to issue, authenticate, register the transfer of or exchange Securities of any series for
a period of 15 days before a selection of such Securities to be redeemed or (ii) to register the transfer of or exchange any Security
selected for redemption in whole or in part.

Section
2.08. Replacement Securities. If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered
to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver, in exchange for such mutilated Security
or in exchange for the Security to which a mutilated coupon appertains, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining
to such mutilated Security or to the Security to which such mutilated coupon appertains.

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

Dans
case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, pay such Security or coupon (without surrender thereof except in the
case of a mutilated Security or coupon) if the applicant for such payment shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them and any agent of any of them harmless, and in the case of destruction,
loss or theft, evidence satisfactory to the Company and the Trustee and any agent of them of the destruction, loss or theft of
such Security and the ownership thereof; provided, however, that the Principal of and any interest on Unregistered Securities
shall, except as otherwise provided in Section 4.02, be payable only at an office or agency located outside the United States.

Upon
the issuance of any new Security under this Section, the Company may require 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.

Chaque
new Security of any series, with its coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security or in exchange for any mutilated Security, or in exchange for a Security to which a mutilated, destroyed, lost or stolen
coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at any
time enforceable by anyone, and any such new Security and coupons, if any, shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder.

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

Section
2.09. Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the
Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding
and those that have been defeased pursuant to Section 8.05.

Si
a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive
proof satisfactory to them that the replaced Security is held by a holder in due course.

Si
the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or
date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date,
then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue.

UNE
Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however,
that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the
Company shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible
Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged
by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such
affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement
and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such
affiliate.

Section
2.10. Temporary Securities. Until definitive Securities of any series are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Securities of such series. Temporary Securities of any series shall be substantially
in the form of definitive Securities of such series but may have insertions, substitutions, omissions and other variations determined
to be appropriate by the Officers executing the temporary Securities, as evidenced by their execution of such temporary Securities.
If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities of any series, the temporary Securities of such series shall
be exchangeable for definitive Securities of such series and tenor upon surrender of such temporary Securities at the office or
agency of the Company designated for such purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of such series and tenor and authorized denominations. Jusqu'à
so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series.

Section
2.11. Cancellation. The Company at any time may deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation
any Securities previously authenticated hereunder which the Company has not issued and sold. The Registrar, any transfer agent
and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee
shall cancel and dispose of in accordance with its customary procedures all Securities surrendered for transfer, exchange, payment
or cancellation and shall deliver a certificate of disposition to the Company. The Company may not issue new Securities to replace
Securities it has paid in full or delivered to the Trustee for cancellation.

Section
2.12. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” and “CINS” numbers (if
then generally in use), and the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in notices of redemption
or exchange as a convenience to Holders and no representation shall be made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or exchange.

Section
2.13. Defaulted Interest. If the Company defaults in a payment of interest on the Registered Securities, it shall pay,
or shall deposit with the Paying Agent money in immediately available funds sufficient to pay, the defaulted interest plus (to
the extent lawful) any interest payable on the defaulted interest (as may be specified in the terms thereof, established pursuant
to Section 2.03) to the Persons who are Holders on a subsequent special record date, which shall mean the 15th day next preceding
the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least 15 days
before such special record date, the Company shall mail to each Holder of such Registered Securities and to the Trustee a notice
that states the special record date, the payment date and the amount of defaulted interest to be paid.

Section
2.14. Series May Include Tranches. A series of Securities may include one or more tranches (each a “tranche”)
of Securities, including Securities issued in a Periodic Offering. The Securities of different tranches may have one or more different
terms, including authentication dates and public offering prices, but all the Securities within each such tranche shall have identical
terms, including authentication date and public offering price. Notwithstanding any other provision of this Indenture, with respect
to Sections 2.02 (other than the fourth, sixth and seventh paragraphs thereof) through 2.04, 2.07, 2.08, 2.10, 3.01 through 3.05,
4.02, 6.01 through 6.14, 8.01 through 8.07, 9.02 and Section 10.07, if any series of Securities includes more than one tranche,
all provisions of such sections applicable to any series of Securities shall be deemed equally applicable to each tranche of any
series of Securities in the same manner as though originally designated a series unless otherwise provided with respect to such
series or tranche pursuant to Section 2.03. In particular, and without limiting the scope of the next preceding sentence, any
of the provisions of such sections which provide for or permit action to be taken with respect to a series of Securities shall
also be deemed to provide for and permit such action to be taken instead only with respect to Securities of one or more tranches
within that series (and such provisions shall be deemed satisfied thereby), even if no comparable action is taken with respect
to Securities in the remaining tranches of that series.

ARTICLE
3

REDEMPTION

Section
3.01. Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series which
are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 2.03 for Securities of such series.

Section
3.02. Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series
to be redeemed as a whole or in part at the option of the Company shall be given by mailing notice of such redemption by first
class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders
of Registered Securities of such series at their last addresses as they shall appear upon the registry books. Notice of redemption
to the Holders of Unregistered Securities of any series to be redeemed as a whole or in part who have filed their names and addresses
with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such redemption,
by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, to such
Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Company, the Trustee
shall make such information available to the Company for such purpose). Notice of redemption to all other Holders of Unregistered
Securities of any series to be redeemed as a whole or in part shall be published in an Authorized Newspaper in The City of New
York or with respect to any Security the interest on which is based on the offered quotations in the interbank Eurodollar market
for dollar deposits in an Authorized Newspaper in London, in each case, once in each of three successive calendar weeks, the first
publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. Any notice which is mailed
or published in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives
the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of
such series.

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notice of redemption to each such Holder shall specify the principal amount of each Security of such series held by such Holder
to be redeemed, the CUSIP numbers of the Securities to be redeemed, the date fixed for redemption, the redemption price, or if
not then ascertainable, the manner of calculation thereof, the place or places of payment, that payment will be made upon presentation
and surrender of such Securities and, in the case of Securities with coupons attached thereto, of all coupons appertaining thereto
maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both,
if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that
on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of
a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities
of such series and tenor in principal amount equal to the unredeemed portion thereof will be issued.

le
notice of redemption of Securities of any series to be redeemed at the option of the Company shall be given by the Company or,
at the Company’s request, by the Trustee in the name and at the expense of the Company.

Sur
or before 10:00 a.m. New York City time on the redemption date or, in the case of Unregistered Securities, on or before 10:00
a.m. New York City time on the Business Day prior to the redemption date specified in the notice of redemption given as provided
in this Section, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as
its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount of money sufficient to redeem
on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together
with accrued interest to the date fixed for redemption. If all of the outstanding Securities of a series are to be redeemed, the
Company will deliver to the Trustee at least 10 days prior to the last date on which notice of redemption may be given to Holders
pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an Officers’
Certificate stating that all such Securities are to be redeemed. If less than all the outstanding Securities of a series are to
be redeemed, the Company will deliver to the Trustee at least 15 days prior to the last date on which notice of redemption may
be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the
Trustee) an Officers’ Certificate stating the aggregate principal amount of such Securities to be redeemed. In the case
of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities or elsewhere in this Indenture, the Company shall deliver to the Trustee, prior to the giving
of any notice of redemption to Holders pursuant to this Section, an Officers’ Certificate evidencing compliance with such
restriction or condition.

Si
less than all the Securities of a series are to be redeemed, the Trustee shall select, pro rata, by lot or in such manner as it
shall deem appropriate and fair, Securities of such series to be redeemed in whole or in part. Securities may be redeemed in part
in principal amounts equal to authorized denominations for Securities of such series. The Trustee shall promptly notify the Company
in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected
for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be
redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

Section
3.03. Payment Of Securities Called For Redemption. If notice of redemption has been given as above provided, the Securities
or portions of Securities 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 on and after such date
(unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to
such date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and the unmatured
coupons, if any, appertaining thereto shall be void and, except as provided in Sections 7.12 and 8.02, such Securities shall cease
from and after the date fixed for redemption to be entitled to any benefit under this Indenture, and the Holders thereof shall
have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the
date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, together
with all coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Securities with coupons attached thereto, to the Holders of the coupons for such interest upon
surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.04 and 2.13 hereof.

Si
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid
or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case
of an Original Issue Discount Security) borne by such Security.

Si
any Security with coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant coupons maturing
after the date fixed for redemption, the surrender of such missing coupon or coupons may be waived by the Company and the Trustee,
if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

Upon
presentation of any Security of any series redeemed in part only, the Company shall execute and the Trustee shall authenticate
and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of such series
and tenor (with any unmatured coupons attached), of authorized denominations, in principal amount equal to the unredeemed portion
of the Security so presented.

Section
3.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from
eligibility for selection for redemption if they are identified by registration and certificate number in a written statement
signed by an authorized officer of the Company and delivered to the Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Company
or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company.

Section
3.05. Mandatory and Optional Sinking Funds. 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 the Securities of any series is herein referred to as an “optionnel
sinking fund payment
". The date on which a sinking fund payment is to be made is herein referred to as the “sinking
fund payment date
".

Dans
lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company
may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through
a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited)
theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation
pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to
this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the
option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered
or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities.

Sur
or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable
to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such
series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so
credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred
(which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right
to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking
fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such
series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11
to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’
Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make
all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment
date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified
in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election
of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that
the Company will make no optional sinking fund payment with respect to such series as provided in this Section.

Si
the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment
date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the
Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued
interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company
makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee
shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal
amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company)
inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall
be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in
an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified
in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the
Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner
provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part
at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities
of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be
applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of
the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption
of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose,
to the payment of the Principal of, and interest on, the Securities of such series at maturity.

Sur
or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m.
New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or
shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed
on the next following sinking fund payment date.

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Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption
of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such
Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the
Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of
all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on
or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the
next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

ARTICLE
4

COVENANTS

Section
4.01. Payment of Securities. The Company shall pay the Principal of and interest on the Securities on the dates and in
the manner provided in the Securities and this Indenture. The interest on Securities with coupons attached (together with any
additional amounts payable pursuant to the terms of such Securities) shall be payable only upon presentation and surrender of
the several coupons for such interest installments as are evidenced thereby as they severally mature. The interest on any temporary
Unregistered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be paid,
as to the installments of interest evidenced by coupons attached thereto, if any, only upon presentation and surrender thereof,
and, as to the other installments of interest, if any, only upon presentation of such Unregistered Securities for notation thereon
of the payment of such interest. The interest on Registered Securities (together with any additional amounts payable pursuant
to the terms of such Securities) shall be payable only to the Holders thereof (subject to Section 2.04) and at the option of the
Company may be paid by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses
as they appear on the Security Register of the Company.

Notwithstanding
any provisions of this Indenture and the Securities of any series to the contrary, if the Company and a Holder of any Registered
Security so agree, payments of interest on, and any portion of the Principal of, such Holder’s Registered Security (other
than interest payable at maturity or on any redemption or repayment date or the final payment of Principal on such Security) shall
be made by the Paying Agent, upon receipt from the Company of immediately available funds by 11:00 a.m., New York City time (or
such other time as may be agreed to between the Company and the Paying Agent), directly to the Holder of such Security (by Federal
funds wire transfer or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment
date requesting that such payment will be so made and designating the bank account to which such payments shall be so made and
in the case of payments of Principal, surrenders the same to the Trustee in exchange for a Security or Securities aggregating
the same principal amount as the unredeemed principal amount of the Securities surrendered. The Trustee shall be entitled to rely
on the last instruction delivered by the Holder pursuant to this Section 4.01 unless a new instruction is delivered 15 days prior
to a payment date. The Company will indemnify and hold each of the Trustee and any Paying Agent harmless against any loss, liability
or expense (including attorneys’ fees) resulting from any act or omission to act on the part of the Company or any such
Holder in connection with any such agreement or from making any payment in accordance with any such agreement.

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Company shall pay interest on overdue Principal, and interest on overdue installments of interest, to the extent lawful, at the
rate per annum specified in the Securities.

Section
4.02. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York an office
or agency where Securities may be surrendered for registration of transfer or exchange or for presentation for payment and where
notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby initially
designates the Corporate Trust Office of the Trustee, located in the Borough of Manhattan, The City of New York, as such office
or agency of the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 10.02.

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Company will maintain one or more agencies in a city or cities located outside the United States (including any city in which
such an agency is required to be maintained under the rules of any stock exchange on which the Securities of any series are listed)
where the Unregistered Securities, if any, of each series and coupons, if any, appertaining thereto may be presented for payment.
No payment on any Unregistered Security or coupon will be made upon presentation of such Unregistered Security or coupon at an
agency of the Company within the United States nor will any payment be made by transfer to an account in, or by mail to an address
in, the United States unless, pursuant to applicable United States laws and regulations then in effect, such payment can be made
without adverse tax consequences to the Company. Notwithstanding the foregoing, if full payment in United States Dollars (“Dollars”)
at each agency maintained by the Company outside the United States for payment on such Unregistered Securities or coupons appertaining
thereto is illegal or effectively precluded by exchange controls or other similar restrictions, payments in Dollars of Unregistered
Securities of any series and coupons appertaining thereto which are payable in Dollars may be made at an agency of the Company
maintained in the Borough of Manhattan, The City of New York.

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

Section
4.03. Securityholders’ Lists. The Company will furnish or cause to be furnished to the Trustee a list in such form
as the Trustee may reasonably require of the names and addresses of the holders of the Securities pursuant to Section 312 of the
Trust Indenture Act (a) semi-annually not more than 15 days after each record date for the payment of semi-annual interest on
the Securities, as hereinabove specified, as of such record date, and (b) at such other times as the Trustee may request in writing,
within thirty days after receipt by the Company of any such request as of a date not more than 15 days prior to the time such
information is furnished.

Section
4.04. Certificate to Trustee. The Company will furnish to the Trustee annually, on or before a date not more than four
months after the end of its fiscal year (which, on the date hereof, is a calendar year), a brief certificate (which need not contain
the statements required by Section 10.04) from its principal executive, financial or accounting officer as to his or her knowledge
of the compliance of the Company with all conditions and covenants under this Indenture (such compliance to be determined without
regard to any period of grace or requirement of notice provided under this Indenture) which certificate shall comply with the
requirements of the Trust Indenture Act.

Section
4.05. Reports by the Company. The Company covenants to file with the Trustee, within 15 days after the Company is required
to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports which
the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act.

Section
4.06. Additional Amounts. If the Securities of a series provide for the payment of additional amounts, at least 10 days
prior to the first interest payment date with respect to that series of Securities and at least 10 days prior to each date of
payment of Principal of or interest on the Securities of that series if there has been a change with respect to the matters set
forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal paying agent,
if other than the Trustee, an Officers’ Certificate instructing the Trustee and such paying agent whether such payment of
Principal of or interest on the Securities of that series shall be made to Holders of the Securities of that series without withholding
or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of that series.
If any such withholding or deduction shall be required, then such Officers’ Certificate shall specify by country the amount,
if any, required to be withheld or deducted on such payments to such Holders and shall certify the fact that additional amounts
will be payable and the amounts so payable to each Holder, and the Company shall pay to the Trustee or such paying agent the additional
amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any paying agent for, and to hold
them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising
out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished
pursuant to this Section.

Whenever
in this Indenture there is mentioned, in any context, the payment of the Principal of or interest or any other amounts on, or
in respect of, any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts
provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts
are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts
(if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions
hereof where such express mention is not made.

ARTICLE
5

SUCCESSOR
CORPORATION

Section
5.01. When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer,
lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions)
to, any Person unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed
by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed,
transferred or leased shall be a corporation organized and validly existing under the laws of the United States of America or
any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of
the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and
(y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance,
transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided
for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the
legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms,
subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such
transaction, no Default shall have occurred and be continuing.

Section
5.02. Successor Substituted. Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition
of all or substantially all of the property and assets of the Company in accordance with Section 5.01 of this Indenture, the successor
Person formed by such consolidation or into which the Company is merged or to which such sale, conveyance, transfer, lease or
other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named as the Company herein and thereafter the predecessor
Person, except in the case of a lease, shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE
6

DEFAULT
AND REMEDIES

Section
6.01. Events of Default. Une "Event of Default” shall occur with respect to the Securities of any series
si:

(une)
the Company defaults in the payment of the Principal of any Security of such series when the same becomes due and payable at maturity,
upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise;

b)
the Company defaults in the payment of interest on any Security of such series when the same becomes due and payable, and such
default continues for a period of 30 days;

(c)
the Company defaults in the performance of or breaches any other covenant or agreement of the Company in this Indenture with respect
to any Security of such series or in the Securities of such series and such default or breach continues for a period of 30 consecutive
days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate
principal amount of the Securities of all series affected thereby specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder;

(d)
a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property or
ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days;

(e)
the Company (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment
of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company
or for all or substantially all of the property and assets of the Company or (iii) effects any general assignment for the benefit
of creditors; ou

(F)
any other Event of Default established pursuant to Section 2.03 with respect to the Securities of such series occurs.

Section
6.02. Acceleration. (a) If an Event of Default other than as described in clauses (d) or (e) of Section 6.01 with respect
to the Securities of any series then outstanding occurs and is continuing, then, and in each and every such case, except for any
series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Securities of any such series then outstanding hereunder (each such series
treated as a separate class) by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare
the entire principal (or, if the Securities of any such series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series established pursuant to Section 2.03) of all Securities of such series,
and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become
immediately due and payable.

b)
If an Event of Default described in clause (d) or (e) of Section 6.01 occurs and is continuing, then the principal amount (or,
if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof
established pursuant to Section 2.03) of all the Securities then outstanding and interest accrued thereon, if any, shall be and
become immediately due and payable, without any notice or other action by any Holder or the Trustee, to the full extent permitted
by applicable law.

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foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are
Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof established pursuant
to Section 2.03) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared or
become 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 Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments
of interest upon all the Securities of each such series (or of all the Securities, as the case may be) and the principal of any
and all Securities of each such series (or of all the Securities, as the case may be) which shall have become due otherwise than
by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable
law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of each such series to the date of such payment or deposit) and such amount
as shall be sufficient to cover all amounts owing the Trustee under Section 7.07, and if any and all Events of Default under the
Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been
cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal
amount of all the then outstanding Securities of all such series that have been accelerated (voting as a single class), by written
notice to the Company and to the Trustee, may waive all defaults with respect to all such series (or with respect to all the Securities,
as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

Pour
all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated
and declared or become due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration
has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes
hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment
of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest,
if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Section
6.03. Other Remedies. If a payment default or an Event of Default with respect to the Securities of any series occurs and
is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at
law or in equity to collect the payment of Principal of and interest on the Securities of such series or to enforce the performance
of any provision of the Securities of such series or this Indenture.

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Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.

Section
6.04. Waiver of Past Defaults. Subject to Sections 6.02, 6.07 and 9.02, the Holders of at least a majority in principal
amount (or, if the Securities are Original Issue Discount Securities, such portion of the principal as is then accelerable under
Section 6.02) of the outstanding Securities of all series affected (voting as a single class), by notice to the Trustee, may waive
an existing Default or Event of Default with respect to the Securities of such series and its consequences, except a Default in
the payment of Principal of or interest on any Security as specified in clauses (a) or (b) of Section 6.01 or in respect of a
covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding
Security affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default with respect to the Securities
of such series arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Section
6.05. Control by Majority. Subject to Sections 7.01 and 7.02(e), the Holders of at least a majority in aggregate principal
amount (or, if any Securities are Original Issue Discount Securities, such portion of the principal as is then accelerable under
Section 6.02) of the outstanding Securities of all series affected (voting as a single class) may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
with respect to the Securities of such series by this Indenture; provided, that the Trustee may refuse to follow any direction
that conflicts with law or this Indenture, that may involve the Trustee in personal liability or that the Trustee determines in
good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction; and provided further,
that the Trustee may take any other action it deems proper that is not inconsistent with any directions received from Holders
of Securities pursuant to this Section 6.05.

Section
6.06. Limitation on Suits. No Holder of any Security of any series may institute any proceeding, judicial or otherwise,
with respect to this Indenture or the Securities of such series, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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

(c)
such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities
or expenses to be incurred in compliance with such request;

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

(e)
during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Securities of all such affected
series have not given the Trustee a direction that is inconsistent with such written request.

UNE
Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other
Holder.

Section
6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of Principal of or interest, if any, on such Holder’s Security on or after the respective
due dates expressed on such Security, or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

Section
6.08. Collection Suit by Trustee. If an Event of Default with respect to the Securities of any series in payment of Principal
or interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own
name and as trustee of an express trust against the Company for the whole amount (or such portion thereof as specified in the
terms established pursuant to Section 2.03 of Original Issue Discount Securities) of Principal of, and accrued interest remaining
unpaid on, together with interest on overdue Principal of, and, to the extent that payment of such interest is lawful, interest
on overdue installments of interest on, the Securities of such series, in each case at the rate or Yield to Maturity (in the case
of Original Issue Discount Securities) specified in such Securities, and such further amount as shall be sufficient to cover all
amounts owing the Trustee under Section 7.07.

Section
6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due the Trustee under Section
7.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), its
creditors or its property and shall be entitled and empowered to collect and receive any moneys, securities or other property
payable or deliverable upon conversion or exchange of the Securities or upon any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it under Section 7.07. Nothing herein
contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan
of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section
6.10. Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of the Securities
of any series 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 interest, upon presentation of the several Securities and coupons appertaining to such
Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series
and tenor in reduced principal amounts in exchange for the presented Securities of such series and tenor if only partially paid,
or upon surrender thereof if fully paid:

FIRST:
To the payment of all amounts due the Trustee under Section 7.07 applicable to the Securities of such series in respect of which
moneys have been collected;

SECOND:
In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and
be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity of
the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the
overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination
or preference;

THIRD:
In case the principal of the Securities of such series in respect of which moneys have been collected shall have become and shall
be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for Principal
and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee)
upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full
the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest or Yield
to Maturity, without preference or priority of Principal over interest or Yield to Maturity, or of interest or Yield to Maturity
over Principal, or of any installment of interest over any other installment of interest, or of any Security of such series over
any other Security of such series, ratably to the aggregate of such Principal and accrued and unpaid interest or Yield to Maturity;
et

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

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

Section
6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, in either case in respect to the Securities of any series,
a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit,
and the court may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant (other than
the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.12 does not apply to a suit by a Holder pursuant to Section 6.07, a suit instituted by the Trustee or a suit by
Holders of more than 10% in principal amount of the outstanding Securities of such series.

Section
6.13. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section
6.14. Delay or Omission not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

ARTICLE
7

TRUSTEE

Section
7.01. General. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and as set
forth herein. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. 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 Article 7.

Section
7.02. Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):

(une)
the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, Officers’
Certificate, Opinion of Counsel (or both), statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been
signed or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit;

b)
before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel, which
shall conform to Section 10.04 and shall cover such other matters as the Trustee may reasonably request. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. Subject to Sections
7.01 and 7.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any
action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof;

(c)
the Trustee may act through its attorneys and agents not regularly in its employ and shall not be responsible for the misconduct
or negligence of any agent or attorney appointed with due care;

(d)
any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’
Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced
to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

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

(F)
the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance
with Section 6.05 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;

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

(h)
prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee
shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, Officers’
Certificate, Opinion of Counsel, Board Resolution, statement, instrument, opinion, report, notice, request, consent, order, approval,
appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders
of not less than a majority in aggregate principal amount of the Securities of all series affected then outstanding; à condition de
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 expenses or liabilities as a condition
to proceeding.

Section
7.03. Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee
of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the
Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and
311. For purposes of Trust Indenture Act Section 311(b)(4) and (6), the following terms shall mean:

(une)
"cash transaction” means any transaction in which full payment for goods or securities sold is made within
seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and
payable upon demand; et

b)
"self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn,
negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage
or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the
goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship
with the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

Section
7.04. Trustee’s Disclaimer. The recitals contained herein and in the Securities (except the Trustee’s certificate
of authentication) shall be taken as statements of the Company and not of the Trustee and the Trustee assumes no responsibility
for the correctness of the same. Neither the Trustee nor any of its agents (a) makes any representation as to the validity or
adequacy of this Indenture or the Securities and (b) shall be accountable for the Company’s use or application of the proceeds
from the Securities.

Section
7.05. Notice of Default. If any Default with respect to the Securities of any series occurs and is continuing and if such
Default is known to the actual knowledge of a Responsible Officer with the Corporate Trust Department of the Trustee, the Trustee
shall give to each Holder of Securities of such series notice of such Default within 90 days after it occurs (a) if any Unregistered
Securities of such series are then outstanding, to the Holders thereof, by publication at least once in an Authorized Newspaper
in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London and (b) to all Holders
of Securities of such series in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, unless such
Default shall have been cured or waived before the mailing or publication of such notice; provided, however, that, except in the
case of a Default in the payment of the Principal of or interest on any Security, the Trustee shall be protected in withholding
such notice if the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

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

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

Section
7.07. Compensation and Indemnity. The Company shall pay to the Trustee such compensation as shall be agreed upon in writing
from time to time for its services. The compensation of the Trustee shall not be limited by any law on compensation of a Trustee
of an express trust. The Company shall reimburse the Trustee and any predecessor Trustee upon request for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by the Trustee or such predecessor Trustee. Such expenses shall include
the reasonable compensation and expenses of the Trustee’s or such predecessor Trustee’s agents, counsel and other
persons not regularly in their employ.

le
Company shall indemnify the Trustee and any predecessor Trustee for, and hold them harmless against, any loss or liability or
expense incurred by them without negligence or bad faith on their part arising out of or in connection with the acceptance or
administration of this Indenture and the Securities or the issuance of the Securities or of series thereof or the trusts hereunder
and the performance of duties under this Indenture and the Securities, including the costs and expenses of defending themselves
against or investigating any claim or liability and of complying with any process served upon them or any of their officers in
connection with the exercise or performance of any of their powers or duties under this Indenture and the Securities.

To
secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on
all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to
pay Principal of, and interest on particular Securities.

le
obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay
or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture
under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or
coupons, and the Securities are hereby subordinated to such senior claim. Without prejudice to any other rights available to the
Trustee under applicable law, if the Trustee renders services and incurs expenses following an Event of Default under Section
6.01(d) or Section 6.01(e) hereof, the parties hereto and the holders by their acceptance of the Securities hereby agree that
such expenses are intended to constitute expenses of administration under any bankruptcy law.

Section
7.08. Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any
series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only
upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

le
Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing.
The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with
respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect
thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series
if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent;
(iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of
acting.

Si
the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office
of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee
with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount
of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor
Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written
acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect thereto.

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

Notwithstanding
replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Section
7.09. Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges and subject to the lien provided for in Section 7.07, 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.

Dans
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

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

Non
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be eligible
under this Article and qualified under Section 310(b) of the Trust Indenture Act.

Section
7.10. Successor Trustee By Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving
or transferee corporation or national banking association without any further act shall be the successor Trustee with the same
effect as if the successor Trustee had been named as the Trustee herein.

Section
7.11. Admissibilité. This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Section
310(a). The Trustee shall have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published
annual report of condition.

Section
7.12. Money Held in Trust. The Trustee shall not be liable for interest on any money received by it except as the Trustee
may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law and except for money held in trust under Article 8 of this Indenture.

ARTICLE
8

SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section
8.01. Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the
Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which
have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall
have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series
theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered
to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one
year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds
the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section
8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without
consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity
or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the
case may be, and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the
Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities
of such series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s
right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights
of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not
upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations
and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company
accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute
proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that
the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them
shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which
the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection
with this Indenture or the Securities of such series.

Section
8.02. Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 8.04, all moneys (including
U.S. Government Obligations and the proceeds thereof) deposited with the Trustee pursuant to Section 8.01, Section 8.05 or Section
8.06 shall be held in trust and applied by it to the payment, either directly or through any paying agent to the Holders of the
particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee,
of all sums due and to become due thereon for Principal and interest; but such money need not be segregated from other funds except
to the extent required by law.

Section
8.03. Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with
respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect
to such series of Securities shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.

Section
8.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the
Trustee or any paying agent for the payment of the Principal of or interest on any Security of any series and not applied but
remaining unclaimed for two years after the date upon which such Principal or interest shall have become due and payable, shall,
upon the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned
or unclaimed property law, be repaid to the Company by the Trustee for such series or such paying agent, and the Holder of the
Security of such series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed
property laws, thereafter look only to the Company for any payment which such Holder may be entitled to collect, and all liability
of the Trustee or any paying agent with respect to such moneys shall thereupon cease.

Section
8.05. Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any
and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof
has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series
(and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights
of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently
mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of
the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied:

(i)
with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another
qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government
Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide
not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount,
or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of
such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable
by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series
on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such
series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the
Indenture with respect to the Securities of such series;

(ii)
the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such
series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of
its option under this Section 8.05 and will be subject to federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel
must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law
or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal
Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the
creation of the defeasance trust does not violate the Investment Company Act of 1940, as amended, and after the passage of 123
days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section
15 of the New York Debtor and Creditor Law;

(iii)
immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice
or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or
during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation
of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which the Company is
bound;

(iv)
if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance
and discharge;

(v)
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance and discharge under this Section have been complied with; et

(vi)
if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund
payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made.

Section
8.06. Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth
in, and this Indenture will no longer be in effect with respect to, any covenant established pursuant to Section 2.03(r) and clause
(c) (with respect to any covenants established pursuant to Section 2.03(r)) and clause (f) of Section 6.01 shall be deemed not
to be an Event of Default, if

(une)
with reference to this Section 8.06, the Company has deposited or caused to be irrevocably deposited with the Trustee (or another
qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of the Securities of such series and the Indenture with respect to the Securities
of such series, (i) money in an amount or (ii) U.S. Government Obligations which through the payment of interest and principal
in respect thereof in accordance with their terms will provide not later than one day before the due dates thereof or earlier
redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred
to in subclause (x) or (y) of this clause (a) money in an amount, or (iii) a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,
to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local
taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each
installment of interest on the outstanding Securities on the due date thereof or earlier redemption (irrevocably provided for
under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous
payments applicable to the Securities of such series and the Indenture with respect to the Securities of such series on the day
on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and
the Indenture with respect to the Securities of such series;

b)
the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that Holders of Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under
this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as
would have been the case if such deposit and defeasance had not occurred and (ii) an Opinion of Counsel to the effect that the
creation of the defeasance trust does not violate the Investment Company Act of 1940, as amended, and after the passage of 123
days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section
15 of the New York Debtor and Creditor Law;

(c)
immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice
or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or
during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation
of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which the Company is
bound;

(d)
if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance
and discharge; et

(e)
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under this Section have been complied with.

Section
8.07. Reinstatement. If the Trustee or paying agent is unable to apply any monies or U.S. Government Obligations in accordance
with Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article until such time as the Trustee
or paying agent is permitted to apply all such monies or U.S. Government Obligations in accordance with Article 8; à condition de,
toutefois, that if the Company has made any payment of Principal of or interest on any Securities because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from
the monies or U.S. Government Obligations held by the Trustee or paying agent.

Section
8.08. Indemnity. The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for purposes
of this Section 8.08 and Section 8.02, the “Trustee”) against any tax, fee or other charge, imposed on or assessed
against the U.S. Government Obligations deposited pursuant to Section 8.01, 8.05 or 8.06 or the principal or 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 Securities
and any coupons appertaining thereto.

Section
8.09. Excess Funds. Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon request of the Company, any money or U.S. Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 8.01, 8.05 or 8.06 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof
which would then be required to be deposited to effect a discharge or defeasance, as applicable, in accordance with this Article
8.

Section
8.10. Qualifying Trustee. Any trustee appointed pursuant to Section 8.05 or 8.06 for the purpose of holding money or U.S.
Government Obligations deposited pursuant to such Sections shall be appointed under an agreement in form acceptable to the Trustee
and shall provide to the Trustee a certificate, upon which certificate the Trustee shall be entitled to conclusively rely, that
all conditions precedent provided for herein to the related defeasance have been complied with. In no event shall the Trustee
be liable for any acts or omissions of said trustee.

ARTICLE
9

AMENDMENTS,
SUPPLEMENTS AND WAIVERS

Section
9.01. Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities
of any series without notice to or the consent of any Holder:

(une)
to cure any ambiguity, defect or inconsistency in this Indenture; provided that such amendments or supplements shall not materially
and adversely affect the interests of the Holders;

b)
to comply with Article 5;

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

(d)
to evidence and provide for the acceptance of appointment hereunder with respect to the Securities of any or all series by a successor
Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.09;

(e)
to establish the form or forms or terms of Securities of any series or of the coupons appertaining to such Securities as permitted
by Section 2.03;

(F)
to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose; et

(g)
to make any change that does not materially and adversely affect the rights of any Holder.

Section
9.02. With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and
the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in
principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate
class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such
series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision
of this Indenture or the Securities of such series.

Notwithstanding
the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a
waiver pursuant to Section 6.04, may not:

(une)
change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s
Security;

b)
reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount);

(c)
reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the
Indenture with respect to the Securities of the relevant series; et

(d)
reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required
for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and
their consequences provided for in this Indenture.

UNE
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities
of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series or of the coupons appertaining to such Securities.

Il
shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

Après
an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby
a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon
request. 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 or waiver.

Section
9.03. Revocation and Effect of Consent. Until an amendment or waiver becomes effective, a consent to it by a Holder is
a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same
debt as the Security of the consenting Holder, even if notation of the consent is not made on any Security. However, any such
Holder or subsequent Holder may revoke the consent as to its Security or portion of its Security. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An
amendment, supplement or waiver shall become effective with respect to any Securities affected thereby on receipt by the Trustee
of written consents from the requisite Holders of outstanding Securities affected thereby.

le
Company may, but shall not be obligated to, fix a record date (which may be not less than five nor more than 60 days prior to
the solicitation of consents) for the purpose of determining the Holders of the Securities of any series affected entitled to
consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the immediately preceding paragraph,
those Persons who were such Holders at such record date (or their duly designated proxies) and only those Persons shall be entitled
to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue
to be such Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record
date.

Après
an amendment, supplement or waiver becomes effective with respect to the Securities of any series affected thereby, it shall bind
every Holder of such Securities unless it is of the type described in any of clauses (a) through (d) of Section 9.02. In case
of an amendment or waiver of the type described in clauses (a) through (d) of Section 9.02, the amendment or waiver shall bind
each such Holder who has consented to it and every subsequent Holder of a Security that evidences the same indebtedness as the
Security of the consenting Holder.

Section
9.04. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of any Security, the
Trustee may require the Holder thereof to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security
about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Security of such
series thereafter authenticated. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security
shall issue and the Trustee shall authenticate a new Security of the same series and tenor that reflects the changed terms.

Section
9.05. Trustee to Sign Amendments, Etc. The Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article
9 is authorized or permitted by this Indenture, stating that all requisite consents have been obtained or that no consents are
required and stating that such supplemental indenture constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to customary exceptions. The Trustee may, but shall not be obligated
to, execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.

Section
9.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article 9 shall conform
to the requirements of the Trust Indenture Act as then in effect.

ARTICLE
dix

MISCELLANEOUS

Section
10.01. Trust Indenture Act of 1939. This Indenture shall incorporate and be governed by the provisions of the Trust Indenture
Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.

Section
10.02. Notices. Any notice or communication shall be sufficiently given if written and (a) if delivered in person when
received or (b) if mailed by first class mail 5 days after mailing, or (c) as between the Company and the Trustee if sent by facsimile
transmission, when transmission is confirmed, in each case addressed as follows:

si
to the Company:

VirTra,
Inc.
7970
S. Kyrene Rd.
Tempe,
AZ 85284
Telecopy:
(480) 968-1488
Attention:
Chief Executive Officer

si
to the Trustee:

(Name
of Trustee)
(Adresse)
Telecopy:
Attention:

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

Tout
notice or communication shall be sufficiently given to Holders of any Unregistered Securities, by publication at least once in
an Authorized Newspaper in The City of New York, or with respect to any Security the interest on which is based on the offered
quotations in the interbank Eurodollar market for dollar deposits at least once in an Authorized Newspaper in London, and by mailing
to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act at such addresses as were so furnished to the Trustee and to Holders of Registered Securities by mailing to such Holders at
their addresses as they shall appear on the Security Register. Notice mailed shall be sufficiently given if so mailed within the
time prescribed. Copies of any such communication or notice to a Holder shall also be mailed to the Trustee and each Agent at
the same time.

Failure
to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.
Except as otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided in this Section
10.02, it is duly given, whether or not the addressee receives it.


this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.

Dans
case it shall be impracticable to give notice as herein contemplated, then such notification as shall be made with the approval
of the Trustee shall constitute a sufficient notification for every purpose hereunder.

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

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

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

Section
10.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificate required by Section 4.04) shall include:

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

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

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

(d)
a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided,
toutefois
, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates
of public officials.

Section
10.05. Evidence of Ownership. The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the
Holder of any Unregistered Security and the Holder of any coupon as the absolute owner of such Unregistered Security or coupon
(whether or not such Unregistered Security or coupon shall be overdue) for the purpose of receiving payment thereof or on account
thereof and for all other purposes, and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be
affected by any notice to the contrary. The fact of the holding by any Holder of an Unregistered Security, and the identifying
number of such Security and the date of his holding the same, may be proved by the production of such Security or by a certificate
executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if
such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated and shall state that
on the date thereof a Security bearing a specified identifying number was deposited with or exhibited to such trust company, bank,
banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect
of one or more Unregistered Securities specified therein. The holding by the person named in any such certificate of any Unregistered
Securities specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at
the time of any determination of such holding (1) another certificate bearing a later date issued in respect of the same Securities
shall be produced or (2) the Security specified in such certificate shall be produced by some other Person, or (3) the Security
specified in such certificate shall have ceased to be outstanding. Subject to Article 7, the fact and date of the execution of
any such instrument and the amount and numbers of Securities held by the Person so executing such instrument may also be proven
in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in any other manner which the
Trustee may deem sufficient.

le
Company, the Trustee and any agent of the Company or the Trustee may deem and treat the person in whose name any Registered Security
shall be registered upon the Security Register for such series as the absolute owner of such Registered Security (whether or not
such Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose
of receiving payment of or on account of the Principal of and, subject to the provisions of this Indenture, interest on such Registered
Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or the Trustee shall
be affected by any notice to the contrary.

Section
10.06. Rules by Trustee, Paying Agent or Registrar. The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Paying Agent or Registrar may make reasonable rules for its functions.

Section
10.07. Payment Date Other Than a Business Day. Except as otherwise provided with respect to a series of Securities, if
any date for payment of Principal or interest on any Security shall not be a Business Day at any place of payment, then payment
of Principal of or interest on such Security, as the case may be, need not be made on such date, but may be made on the next succeeding
Business Day at any place of payment with the same force and effect as if made on such date and no interest shall accrue in respect
of such payment for the period from and after such date.

Section
10.08. Governing Law. The laws of the State of New York shall govern this Indenture and the Securities.

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

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

Section
10.11. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement.

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

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

Section
10.14. Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability. No recourse under
or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security
or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator,
as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor,
either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the
consideration for the issue of the Securities and the coupons appertaining thereto.

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

SIGNATURES

DANS
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.

VIRTRA,
INC., as the Company
Par:
Nom:
Titre:

,
as the Trustee

Par:
Nom:
Titre:

EXHIBIT
4.3

VIRTRA,
INC.

as
the Company

et

as
Trustee

Subordinated
Indenture

Daté
as of                , 20

TABLE
OF CONTENTS

PAGE
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01. Definitions 5
Section 1.02. Autre
Definitions
9
Section 1.03. Incorporation
by Reference of Trust Indenture Act
9
Section 1.04. Règles
of Construction
9
ARTICLE 2
THE SECURITIES
Section 2.01. Forme
and Dating
dix
Section 2.02. Execution
And Authentication
dix
Section 2.03. Amount
Unlimited; Issuable in Series
11
Section 2.04. Dénomination
and Date of Securities; Payments of Interest
13
Section 2.05. Registrar
and Paying Agent; Agents Generally
14
Section 2.06. Paying
Agent to Hold Money in Trust
14
Section 2.07. Transfer
and Exchange
14
Section 2.08. Replacement
Titres
16
Section 2.09. Outstanding
Titres
17
Section 2.10. Temporaire
Titres
17
Section 2.11. Cancellation 18
Section 2.12. CUSIP
Numbers
18
Section 2.13. Defaulted
L'intérêt
18
Section 2.14. Séries
May Include Tranches
18
ARTICLE 3
REDEMPTION
Section 3.01. Applicability
of Article
18
Section 3.02. Remarquer
of Redemption; Partial Redemptions
19
Section 3.03. Paiement
Of Securities Called For Redemption
20
Section 3.04. Exclusion
of Certain Securities from Eligibility for Selection for Redemption
20
Section 3.05. Obligatoire
and Optional Sinking Funds
20
ARTICLE 4
COVENANTS
Section 4.01. Paiement
of Securities
22
Section 4.02. Entretien
of Office or Agency
22
Section 4.03. Securityholders’
Listes
23
Section 4.04. Certificate
to Trustee
23
Section 4.05. Rapports
by the Company
23
Section 4.06. Additional
Amounts
23
ARTICLE 5
SUCCESSOR CORPORATION
Section 5.01. When
Company May Merge, Etc
24

Section 5.02. Successor
Substituted
24
ARTICLE 6
DEFAULT AND
REMEDIES
Section 6.01. Événements
of Default
24
Section 6.02. Acceleration 25
Section 6.03. Autre
Remedies
26
Section 6.04. Waiver
of Past Defaults
26
Section 6.05. Control
by Majority
26
Section 6.06. Limitation
on Suits
26
Section 6.07. Droits
of Holders to Receive Payment
27
Section 6.08. Collection
Suit by Trustee
27
Section 6.09. Trustee
May File Proofs of Claim
27
Section 6.10. Application
of Proceeds
27
Section 6.11. Restoration
of Rights and Remedies
28
Section 6.12. Undertaking
for Costs
28
Section 6.13. Droits
and Remedies Cumulative
28
Section 6.14. Delay
or Omission not Waiver
ARTICLE 7
TRUSTEE
Section 7.01. Général 28
Section 7.02. Certain
Rights of Trustee
29
Section 7.03. Individual
Rights of Trustee
30
Section 7.04. Trustee’s
Disclaimer
30
Section 7.05. Remarquer
of Default
30
Section 7.06. Rapports
by Trustee to Holders
30
Section 7.07. Compensation
and Indemnity
30
Section 7.08. Replacement
of Trustee
31
Section 7.09. Acceptance
of Appointment by Successor
31
Section 7.10. Successor
Trustee By Merger, Etc
32
Section 7.11. Admissibilité 32
Section 7.12. Argent
Held in Trust
32
ARTICLE 8
SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
Section 8.01. Satisfaction
and Discharge of Indenture
33
Section 8.02. Application
by Trustee of Funds Deposited for Payment of Securities
33
Section 8.03. Repayment
of Moneys Held by Paying Agent
33
Section 8.04. Return
of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years
33
Section 8.05. Defeasance
and Discharge of Indenture
34
Section 8.06. Defeasance
of Certain Obligations
35
Section 8.07. Reinstatement 35
Section 8.08. Indemnity 36
Section 8.09. Excess
Funds
36
Section 8.10. Qualifying
Trustee
36
ARTICLE 9
AMENDMENTS,
SUPPLEMENTS AND WAIVERS
Section 9.01. Without
Consent of Holders
36
Section 9.02. Avec
Consent of Holders
36
Section 9.03. Revocation
and Effect of Consent
37

Section 9.04. Notation
on or Exchange of Securities
3
Section 9.05. Trustee
to Sign Amendments, Etc
38
Section 9.06. Conformity
with Trust Indenture Act
38
ARTICLE 10
MISCELLANEOUS
Section 10.01. Trust
Indenture Act of 1939
38
Section 10.02. Notices 38
Section 10.03. Certificate
and Opinion as to Conditions Precedent
39
Section 10.04. Déclarations
Required in Certificate or Opinion
39
Section 10.05. Evidence
of Ownership
39
Section 10.06. Règles
by Trustee, Paying Agent or Registrar
40
Section 10.07. Paiement
Date Other Than a Business Day
40
Section 10.08. Gouvernant
Loi
40
Section 10.09. Non
Adverse Interpretation of Other Agreements
40
Section 10.10. Successors 40
Section 10.11. Duplicate
Originals
40
Section 10.12. Separability 40
Section 10.13. Table
of Contents, Headings, Etc
40
Section 10.14. Incorporators,
Stockholders, Officers and Directors of Company Exempt from Individual Liability
40
Section 10.15. Judgment
Devise
41
ARTICLE 11
SUBORDINATION
OF SECURITIES
Section 11.01. Agreement
to Subordinate
41
Section 11.02. Paiements
to Securityholders
41
Section 11.03. Subrogation
of Securities
42
Section 11.04. Authorization
by Securityholders
43
Section 11.05. Remarquer
to Trustee
43
Section 11.06. Trustee’s
Relation to Senior Indebtedness
43
Section 11.07. Non
Impairment of Subordination
43

SUBORDINATED
INDENTURE, dated as of            , 20   , between VirTra, Inc., a Nevada corporation, as the Company, and           , as Trustee.

RECITALS
OF THE COMPANY

WHEREAS,
the Company has duly authorized the issue from time to time of its subordinated debentures, notes or other evidences of indebtedness
to be issued in one or more series (the “Titres”) up to such principal amount or amounts as may from time
to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication,
delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; et

WHEREAS,
all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;

NOW,
THEREFORE:

Dans
consideration of the premises and the purchases of the Securities by the holders thereof, the Company and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities or of
any and all series thereof and of the coupons, if any, appertaining thereto as follows:

ARTICLE
1

DEFINITIONS
AND
jeNCORPORATION BY REFERENCE

Section
1.01. Definitions.

"Affilier"
of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control
with such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”) when used with respect to
any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract or otherwise.

"Agent"
means any Registrar, Paying Agent, transfer agent or Authenticating Agent.

"Authorized
Journal
” means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal
(Eastern Edition) and in the case of London, will, if practicable, be the Financial Times (London Edition) and published in an
official language of the country of publication customarily published at least once a day for at least five days in each calendar
week and of general circulation in The City of New York or London, as applicable. If it shall be impractical in the opinion of
the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice
in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

"Board
Résolution
” means one or more resolutions of the board of directors of the Company or any authorized committee thereof,
certified by the secretary or an assistant secretary to have been duly adopted and to be in full force and effect on the date
of certification, and delivered to the Trustee.

"Affaires
journée
” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or regulation to close in The City of New York, with respect to any Security the interest on
which is based on the offered quotations in the interbank Eurodollar market for dollar deposits in London, or with respect to
Securities denominated in a specified currency other than United States dollars, in the principal financial center of the country
of the specified currency.

"Capitale
Lease
” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be
capitalized on the balance sheet of such Person.

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

"Company"
means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article 5 of
this Indenture and thereafter means the successor.

"Corporate
Trust Office
” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular
time, be administered, which office is, at the date of this Indenture, located                at              Attention:        .

"Devise
Agreement
” means, with respect to any Person, any foreign exchange contract, currency swap agreement or other similar
agreement or arrangement designed to protect such Person or any of its Subsidiaries against fluctuations in currency values to
or under which such Person or any of its Subsidiaries is a party or a beneficiary on the date hereof or becomes a party or a beneficiary
thereafter.

"Dette"
means, with respect to any Person at any date of determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person in respect of letters of credit or bankers’ acceptance or other similar instruments (or reimbursement
obligations with respect thereto), (iv) all obligations of such Person to pay the deferred purchase price of property or services,
except Trade Payables, (v) all obligations of such Person as lessee under Capital Leases, (vi) all Debt of others secured by a
Lien on any asset of such Person, whether or not such Debt is assumed by such Person; provided that, for purposes of determining
the amount of any Debt of the type described in this clause, if recourse with respect to such Debt is limited to such asset, the
amount of such Debt shall be limited to the lesser of the fair market value of such asset or the amount of such Debt, (vii) all
Debt of others Guaranteed by such Person to the extent such Debt is Guaranteed by such Person, (viii) all redeemable stock valued
at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends and (ix) to the extent
not otherwise included in this definition, all obligations of such Person under Currency Agreements and Interest Rate Agreements.

"Défaut"
means any event that is, or after notice or passage of time or both would be, an Event of Default.

"Depositary"
means, with respect to the Securities of any series issuable or issued in the form of one or more Registered Global Securities,
the Person designated as Depositary by the Company pursuant to Section 2.03 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary"
as used with respect to the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities
of that series.

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

“GAAP"
means generally accepted accounting principles in the U.S. as in effect as of the date hereof applied on a basis consistent with
the principles, methods, procedures and practices employed in the preparation of the Company’s audited financial statements,
including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as is approved by a significant segment of the accounting profession.

“Guarantee"
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation
of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise,
of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation
of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keepwell, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into
for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect
such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall
not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee"
used as a verb has a corresponding meaning.

“Holder"
ou "Securityholder” means the registered holder of any Security with respect to Registered Securities and the
bearer of any Unregistered Security or any coupon appertaining thereto, as the case may be.

"Indenture"
means this Indenture as originally executed and delivered or as it may be amended or supplemented from time to time by one or
more indentures supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture and shall
include the forms and terms of the Securities of each series established as contemplated pursuant to Sections 2.01 and 2.03.

"L'intérêt
Rate Agreement
” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement,
interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedge agreement or other similar agreement or arrangement designed to protect such Person or any of its Subsidiaries against
fluctuations in interest rates to or under which such Person or any of its Subsidiaries is a party or a beneficiary on the date
hereof or becomes a party or a beneficiary thereafter.

"Lien"
means, with respect to any property, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect
of such property. For purposes of this Indenture, the Company shall be deemed to own subject to a Lien any property which it has
acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such property.

"Officer"
means, with respect to the Company, the president, the chief executive officer the chief financial officer or the secretary.

"Officers’
Certificate
” means a certificate signed in the name of the Company (i) by the president or chief executive officer and
(ii) by the chief financial officer or the secretary, and delivered to the Trustee. Each such certificate shall comply with Section
314 of the Trust Indenture Act, if applicable, and include (except as otherwise expressly provided in this Indenture) the statements
provided in Section 10.04, if applicable.

"Opinion
of Counsel
” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, satisfactory
to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act, if applicable, and include the statements
provided in Section 10.04, if and to the extent required thereby.

"Original
issue date
” of any Security (or portion thereof) means the earlier of (a) the date of authentication of such Security
or (b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration
of transfer, exchange or substitution.

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

"Periodic
Offre
” means an offering of Securities of a series from time to time, the specific terms of which Securities, including,
without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or its agents upon the issuance of such Securities.

"Person"
means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or instrumentality thereof.

"Principal"
of a Security means the principal amount of, and, unless the context indicates otherwise, includes any premium payable on, the
Sécurité.

"Registered
Global Security
” means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary
for such series in accordance with Section 2.02, and bearing the legend prescribed in Section 2.02.

“Registered
Security”
means any Security registered on the Security Register (as defined in Section 2.05).

"Responsible
Officer
” when used with respect to the Trustee, shall mean an officer of the Trustee in the Corporate Trust Office,
having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

"Titres"
means any of the securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under
this Indenture and, unless the context indicates otherwise, shall include any coupon appertaining thereto.

"Titres
Acte
” means the Securities Act of 1933, as amended.

"Senior
Indebtedness
” means the principal of (and premium, if any) and interest on all Debt of the Company whether created,
incurred or assumed before, on or after the date of this Indenture; provided that such Senior Indebtedness shall not include (i)
Debt of the Company that, when incurred and without respect to any election under Section 1111(b) of Title 11, U.S. Code, was
without recourse and (ii) any other Debt of the Company which by the terms of the instrument creating or evidencing the same are
specifically designated as not being senior in right of payment to the Securities; provided that Senior Indebtedness does not
include any obligation to the Company or any Subsidiary.

"Subsidiary"
means, with respect to any Person, any corporation, association or other business entity of which a majority of the capital stock
or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing
similar functions are at the time directly or indirectly owned by such Person.

"Trade
Payables
” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to
trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business
in connection with the acquisition of goods or services.

"Trustee"
means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions
of Article 7 and thereafter shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more
than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect
to Securities of that series.

"Trust
Indenture Act
” means the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), as it may
be amended from time to time.

"Unregistered
Sécurité
” means any Security other than a Registered Security.

"NOUS.
Government Obligations
” means securities that are (i) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged or (ii) obligations of an agency or instrumentality of the United States of America
the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, and
shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for
the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depository receipt.

"rendement
to Maturity
” means, as the context may require, the yield to maturity (i) on a series of Securities or (ii) if the Securities
of a series are issuable from time to time, on a Security of such series, calculated at the time of issuance of such series in
the case of clause (i) or at the time of issuance of such Security of such series in the case of clause (ii), or, if applicable,
at the most recent redetermination of interest on such series or on such Security, and calculated in accordance with the constant
interest method or such other accepted financial practice as is specified in the terms of such Security.

Section
1.02. Other Definitions. Each of the following terms is defined in the section set forth opposite such term:

Terme Section
Authenticating Agent 2.02
Cash Transaction 7.03
Dollars 4.02
Event of Default 6.01
Judgment Currency 10.15 (une)
mandatory sinking fund payment 3.05
optional sinking fund payment 3.05
Paying Agent 2.05
record date 2.04
Registrar 2.05
Required Currency 10.15 (une)
Security Register 2.05
self-liquidating paper 7.03
sinking fund payment date 3.05
tranche 2.14

Section
1.03. 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. The following terms used in this Indenture
that are defined by the Trust Indenture Act have the following meanings:

"indenture
securities
” means the Securities;

"indenture
security holder
” means a Holder or a Securityholder;

"indenture
to be qualified
” means this Indenture;

"indenture
trustee
" ou "institutional trustee” means the Trustee; et

"obligor"
on the indenture securities means the Company or any other obligor on the Securities.

All
other terms used in this Indenture that are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act
to another statute or defined by a rule of the Commission and not otherwise defined herein have the meanings assigned to them
therein.

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

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

b)
words in the singular include the plural, and words in the plural include the singular;

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

(d)
all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; et

(e)
use of masculine, feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns should be construed
to include, where appropriate, the other pronouns.

ARTICLE
2

LE
SECURITIES

Section
2.01. Form and Dating. The Securities of each series shall be substantially in such form or forms (not inconsistent with
this Indenture) as shall be established by or pursuant to one or more Board Resolutions or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent
with the provisions of this Indenture, as may be required to comply with any law, or with any rules of any securities exchange
or usage, all as may be determined by the officers executing such Securities as evidenced by their execution of the Securities.
Unless otherwise so established, Unregistered Securities shall have coupons attached.

Section
2.02. Execution And Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons
appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the
Company, if any, shall be reproduced on the Securities. If an Officer whose signature is on a Security or coupon appertaining
thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless
be valid.

le
Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to
authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent.

UNE
Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent manually signs the
certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. le
signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated
under this Indenture.

À
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the
applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities
to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive
prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon,
unless and until such documents have been superseded or revoked:

(une)
any Board Resolution and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the
forms and terms of the Securities of that series were established;

b)
an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and
terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance
with such procedures as shall be referred to therein, established in compliance with this Indenture; et

(c)
an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been,
or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein,
established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have
been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and
duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would
be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject
to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally,
general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested
by the Trustee.

le
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 which
is not reasonably acceptable to the Trustee.

Notwithstanding
the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section
2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or
prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

Avec
respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company
of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof,
upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection
with the first authentication of Securities of such series.

Si
the Company shall establish pursuant to Section 2.03 that the Securities of a series or a portion thereof are to be issued in
the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver
one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate
principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in
the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be
delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall
bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities
in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor Depositary.”

Section
2.03. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

le
Securities may be issued in one or more series and shall be subordinated to the Senior Indebtedness pursuant to the provisions
of Article 11 hereof. There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto,
prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.03,

(une)
the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all
other series;

b)
any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this
Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance
of the Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, or upon redemption of, other Securities of the series pursuant hereto);

(c)
the date or dates on which the principal of the Securities of the series is payable (which date or dates may be fixed or extendible);

(d)
the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any,
the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered
Securities) on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by
which such rate or rates or date or dates shall be determined;

(e)
if other than as provided in Section 4.02, the place or places where the principal of and any interest on Securities of the series
shall be payable, any Registered Securities of the series may be surrendered for exchange, notices, demands to or upon the Company
in respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;

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

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

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

(i)
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;

(j)
if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment
of the principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of
and/or interest on the Securities of the series may be determined with reference to an index based on a coin or currency other
than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;

(k)
if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which
payment of the Principal of and interest on the Securities of the series shall be payable, and the manner in which any such currencies
shall be valued against other currencies in which any other Securities shall be payable;

(l)
whether the Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such
Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without coupons) (and if so,
whether such Securities will be issued in temporary or permanent global form), or any combination of the foregoing, any restrictions
applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as
provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such
series and vice versa;

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

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

(o)
any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect
to the Securities of the series;

(p)
provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less than
all Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination
of the foregoing) the provisions of Article 8;

(q)
if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities
in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered
Securities in global form;

(r)
any other Events of Default or covenants with respect to the Securities of the series; et

(s)
any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture).

All
Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except in the case of
Registered Securities as to date and denomination, except in the case of any Periodic Offering and except as may otherwise be
provided by or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto. All
Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms
of this Indenture, if so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and any
forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance
thereof by procedures described in such Board Resolution or supplemental indenture.

Sauf si
otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities
may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased.

Section
2.04. Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable as Registered
Securities or Unregistered Securities in denominations established as contemplated by Section 2.03 or, if not so established with
respect to Securities of any series, in denominations of $1,000 and any integral multiple thereof. The Securities of each series
shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Officers of the Company
executing the same may determine, as evidenced by their execution thereof.

Sauf si
otherwise specified with respect to a series of Securities, each Security shall be dated the date of its authentication. The Securities
of each series shall bear interest, if any, from the date, and such interest and shall be payable on the dates, established as
contemplated by Section 2.03.

le
person in whose name any Registered Security of any series is registered at the close of business on any record date applicable
to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if
any, payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to
the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment
of the interest due on such interest payment date for such series, in which case the provisions of Section 2.13 shall apply. le
term “record date” as used with respect to any interest payment date (except a date for payment of defaulted
interest) for the Securities of any series shall mean the date specified as such in the terms of the Registered Securities of
such series established as contemplated by Section 2.03, or, if no such date is so established, the fifteenth day next preceding
such interest payment date, whether or not such record date is a Business Day.

Section
2.05. Registrar and Paying Agent; Agents Generally. The Company shall maintain an office or agency where Securities may
be presented for registration, registration of transfer or for exchange (the “Registrar”) and an office or
agency where Securities may be presented for payment (the “Paying Agent”), which shall be in the Borough of
Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Registered Securities and of
their registration, transfer and exchange (the “Security Register”). The Company may have one or more additional
Paying Agents or transfer agents with respect to any series.

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Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement
the provisions of this Indenture and the Trust Indenture Act that relate to such Agent. The Company shall give prompt written
notice to the Trustee of the name and address of any Agent and any change in the name or address of an Agent. If the Company fails
to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Company may remove any Agent upon written notice to
such Agent and the Trustee; à condition de that no such removal shall become effective until (i) the acceptance of an appointment
by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor
Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment
of a successor Agent in accordance with clause (i) of this proviso. The Company or any affiliate of the Company may act as Paying
Agent or Registrar; à condition de that neither the Company nor an affiliate of the Company shall act as Paying Agent in connection
with the defeasance of the Securities or the discharge of this Indenture under Article 8.

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Company initially appoints the Trustee as Registrar, Paying Agent and Authenticating Agent. If, at any time, the Trustee is not
the Registrar, the Registrar shall make available to the Trustee ten days prior to each interest payment date and at such other
times as the Trustee may reasonably request the names and addresses of the Holders as they appear in the Security Register.

Section
2.06. Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. New York City time on each due date or, in the case
of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the due date, of any Principal or interest
on any Securities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such
Principal or interest. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying
Agent shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent
for the payment of Principal of and interest on such Securities and shall promptly notify the Trustee of any default by the Company
in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request
to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed.
Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any
affiliate of the Company acts as Paying Agent, it will, on or before each due date of any Principal of or interest on any Securities,
segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal
or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this
Indenture, and will promptly notify the Trustee in writing of its action or failure to act as required by this Section.

Section
2.07. Transfer and Exchange. Unregistered Securities (except for any temporary global Unregistered Securities) and coupons
(except for coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery.

À
the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set
forth below) may be exchanged for a Registered Security or Registered Securities of such series and tenor having authorized denominations
and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Company
that shall be maintained for such purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of
the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except
as otherwise established pursuant to Section 2.03, at the option of the Holder thereof, Unregistered Securities of any series
may be exchanged for Registered Securities of such series and tenor having authorized denominations and an equal aggregate principal
amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for
such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have coupons attached, all unmatured
coupons and all matured coupons in default thereto appertaining, and upon payment, if the Company shall so require, of the charges
hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate
and original issue date are issued in more than one authorized denomination, except as otherwise established pursuant to Section
2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such series and tenor having authorized denominations
and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company
that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have
coupons attached, all unmatured coupons and all matured coupons in default thereto appertaining, and upon payment, if the Company
shall so require, of the charges hereinafter provided. Registered Securities of any series may not be exchanged for Unregistered
Securities of such series. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

Upon
surrender for registration of transfer of any Registered Security of a series at the agency of the Company that shall be maintained
for that purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter
provided, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of like tenor and
aggregate principal amount.

All
Registered Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed
by, the holder or his attorney duly authorized in writing.

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Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.

Notwithstanding
any other provision of this Section 2.07, unless and until it is exchanged in whole or in part for Securities in definitive registered
form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as
a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary.

Si
at any time the Depositary for any Registered Global Securities of any series notifies the Company that it is unwilling or unable
to continue as Depositary for such Registered Global Securities or if at any time the Depositary for such Registered Global Securities
shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law
with respect to such Registered Global Securities. If a successor Depositary eligible under applicable law for such Registered
Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and
delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver Registered Securities of
such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such
Registered Global Securities, in exchange for such Registered Global Securities.

le
Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that any Registered
Global Securities of any series shall no longer be maintained in global form. In such event the Company will execute, and the
Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive Registered Securities of
such series and tenor, will authenticate and deliver, Registered Securities of such series and tenor in any authorized denominations,
in an aggregate principal amount equal to the principal amount of such Registered Global Securities, in exchange for such Registered
Global Securities.

Tout
time the Registered Securities of any series are not in the form of Registered Global Securities pursuant to the preceding two
paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certificated Registered Securities without the
legend required by Section 2.02 and the Trustee agrees to hold such Registered Securities in safekeeping until authenticated and
delivered pursuant to the terms of this Indenture.

Si
established by the Company pursuant to Section 2.03 with respect to any Registered Global Security, the Depositary for such Registered
Global Security may surrender such Registered Global Security in exchange in whole or in part for Registered Securities of the
same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon,
the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

(une)
to the Person specified by such Depositary new Registered Securities of the same series and tenor, of any authorized denominations
as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest
in the Registered Global Security; et

b)
to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount
of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered
pursuant to clause (a) above.

Registered
Securities issued in exchange for a Registered Global Security pursuant to this Section 2.07 shall be registered in such names
and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee
or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

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

Notwithstanding
anything herein or in the forms or terms of any Securities to the contrary, none of the Company, the Trustee or any agent of the
Company or the Trustee shall be required to exchange any Unregistered Security for a Registered Security if such exchange would
result in adverse Federal income tax consequences to the Company (such as, for example, the inability of the Company to deduct
from its income, as computed for Federal income tax purposes, the interest payable on the Unregistered Securities) under then
applicable United States Federal income tax laws. The Trustee and any such agent shall be entitled to rely on an Officers’
Certificate or an Opinion of Counsel in determining such result.

le
Registrar shall not be required (i) to issue, authenticate, register the transfer of or exchange Securities of any series for
a period of 15 days before a selection of such Securities to be redeemed or (ii) to register the transfer of or exchange any Security
selected for redemption in whole or in part.

Section
2.08. Replacement Securities. If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered
to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver, in exchange for such mutilated Security
or in exchange for the Security to which a mutilated coupon appertains, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining
to such mutilated Security or to the Security to which such mutilated coupon appertains.

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

Dans
case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, pay such Security or coupon (without surrender thereof except in the
case of a mutilated Security or coupon) if the applicant for such payment shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them and any agent of any of them harmless, and in the case of destruction,
loss or theft, evidence satisfactory to the Company and the Trustee and any agent of them of the destruction, loss or theft of
such Security and the ownership thereof; provided, however, that the Principal of and any interest on Unregistered Securities
shall, except as otherwise provided in Section 4.02, be payable only at an office or agency located outside the United States.

Upon
the issuance of any new Security under this Section, the Company may require 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.

Chaque
new Security of any series, with its coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security or in exchange for any mutilated Security, or in exchange for a Security to which a mutilated, destroyed, lost or stolen
coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at any
time enforceable by anyone, and any such new Security and coupons, if any, shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder.

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

Section
2.09. Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the
Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding
and those that have been defeased pursuant to Section 8.05.

Si
a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive
proof satisfactory to them that the replaced Security is held by a holder in due course.

Si
the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or
date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date,
then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue.

UNE
Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however,
that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the
Company shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible
Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged
by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such
affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement
and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such
affiliate.

Section
2.10. Temporary Securities. Until definitive Securities of any series are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Securities of such series. Temporary Securities of any series shall be substantially
in the form of definitive Securities of such series but may have insertions, substitutions, omissions and other variations determined
to be appropriate by the Officers executing the temporary Securities, as evidenced by their execution of such temporary Securities.
If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities of any series, the temporary Securities of such series shall
be exchangeable for definitive Securities of such series and tenor upon surrender of such temporary Securities at the office or
agency of the Company designated for such purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of such series and tenor and authorized denominations. Jusqu'à
so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series.

Section
2.11. Cancellation. The Company at any time may deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation
any Securities previously authenticated hereunder which the Company has not issued and sold. The Registrar, any transfer agent
and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee
shall cancel and dispose of in accordance with its customary procedures all Securities surrendered for transfer, exchange, payment
or cancellation and shall deliver a certificate of disposition to the Company. The Company may not issue new Securities to replace
Securities it has paid in full or delivered to the Trustee for cancellation.

Section
2.12. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” and “CINS” numbers (if
then generally in use), and the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in notices of redemption
or exchange as a convenience to Holders and no representation shall be made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or exchange.

Section
2.13. Defaulted Interest. If the Company defaults in a payment of interest on the Registered Securities, it shall pay,
or shall deposit with the Paying Agent money in immediately available funds sufficient to pay, the defaulted interest plus (to
the extent lawful) any interest payable on the defaulted interest (as may be specified in the terms thereof, established pursuant
to Section 2.03) to the Persons who are Holders on a subsequent special record date, which shall mean the 15th day next preceding
the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least 15 days
before such special record date, the Company shall mail to each Holder of such Registered Securities and to the Trustee a notice
that states the special record date, the payment date and the amount of defaulted interest to be paid.

Section
2.14. Series May Include Tranches. A series of Securities may include one or more tranches (each a “tranche”)
of Securities, including Securities issued in a Periodic Offering. The Securities of different tranches may have one or more different
terms, including authentication dates and public offering prices, but all the Securities within each such tranche shall have identical
terms, including authentication date and public offering price. Notwithstanding any other provision of this Indenture, with respect
to Sections 2.02 (other than the fourth, sixth and seventh paragraphs thereof) through 2.04, 2.07, 2.08, 2.10, 3.01 through 3.05,
4.02, 6.01 through 6.14, 8.01 through 8.07, 9.02 and Section 10.07, if any series of Securities includes more than one tranche,
all provisions of such sections applicable to any series of Securities shall be deemed equally applicable to each tranche of any
series of Securities in the same manner as though originally designated a series unless otherwise provided with respect to such
series or tranche pursuant to Section 2.03. In particular, and without limiting the scope of the next preceding sentence, any
of the provisions of such sections which provide for or permit action to be taken with respect to a series of Securities shall
also be deemed to provide for and permit such action to be taken instead only with respect to Securities of one or more tranches
within that series (and such provisions shall be deemed satisfied thereby), even if no comparable action is taken with respect
to Securities in the remaining tranches of that series.

ARTICLE
3

REDEMPTION

Section
3.01. Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series which
are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 2.03 for Securities of such series.

Section
3.02. Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series
to be redeemed as a whole or in part at the option of the Company shall be given by mailing notice of such redemption by first
class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders
of Registered Securities of such series at their last addresses as they shall appear upon the registry books. Notice of redemption
to the Holders of Unregistered Securities of any series to be redeemed as a whole or in part who have filed their names and addresses
with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such redemption,
by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, to such
Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Company, the Trustee
shall make such information available to the Company for such purpose). Notice of redemption to all other Holders of Unregistered
Securities of any series to be redeemed as a whole or in part shall be published in an Authorized Newspaper in The City of New
York or with respect to any Security the interest on which is based on the offered quotations in the interbank Eurodollar market
for dollar deposits in an Authorized Newspaper in London, in each case, once in each of three successive calendar weeks, the first
publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. Any notice which is mailed
or published in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives
the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of
such series.

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notice of redemption to each such Holder shall specify the principal amount of each Security of such series held by such Holder
to be redeemed, the CUSIP numbers of the Securities to be redeemed, the date fixed for redemption, the redemption price, or if
not then ascertainable, the manner of calculation thereof, the place or places of payment, that payment will be made upon presentation
and surrender of such Securities and, in the case of Securities with coupons attached thereto, of all coupons appertaining thereto
maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both,
if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that
on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of
a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities
of such series and tenor in principal amount equal to the unredeemed portion thereof will be issued.

le
notice of redemption of Securities of any series to be redeemed at the option of the Company shall be given by the Company or,
at the Company’s request, by the Trustee in the name and at the expense of the Company.

Sur
or before 10:00 a.m. New York City time on the redemption date or, in the case of Unregistered Securities, on or before 10:00
a.m. New York City time on the Business Day prior to the redemption date specified in the notice of redemption given as provided
in this Section, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as
its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount of money sufficient to redeem
on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together
with accrued interest to the date fixed for redemption. If all of the outstanding Securities of a series are to be redeemed, the
Company will deliver to the Trustee at least 10 days prior to the last date on which notice of redemption may be given to Holders
pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an Officers’
Certificate stating that all such Securities are to be redeemed. If less than all the outstanding Securities of a series are to
be redeemed, the Company will deliver to the Trustee at least 15 days prior to the last date on which notice of redemption may
be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the
Trustee) an Officers’ Certificate stating the aggregate principal amount of such Securities to be redeemed. In the case
of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities or elsewhere in this Indenture, the Company shall deliver to the Trustee, prior to the giving
of any notice of redemption to Holders pursuant to this Section, an Officers’ Certificate evidencing compliance with such
restriction or condition.

Si
less than all the Securities of a series are to be redeemed, the Trustee shall select, pro rata, by lot or in such manner as it
shall deem appropriate and fair, Securities of such series to be redeemed in whole or in part. Securities may be redeemed in part
in principal amounts equal to authorized denominations for Securities of such series. The Trustee shall promptly notify the Company
in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected
for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be
redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

Section
3.03. Payment Of Securities Called For Redemption. If notice of redemption has been given as above provided, the Securities
or portions of Securities 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 on and after such date
(unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to
such date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and the unmatured
coupons, if any, appertaining thereto shall be void and, except as provided in Sections 7.12 and 8.02, such Securities shall cease
from and after the date fixed for redemption to be entitled to any benefit under this Indenture, and the Holders thereof shall
have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the
date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, together
with all coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Securities with coupons attached thereto, to the Holders of the coupons for such interest upon
surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.04 and 2.13 hereof.

Si
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid
or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case
of an Original Issue Discount Security) borne by such Security.

Si
any Security with coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant coupons maturing
after the date fixed for redemption, the surrender of such missing coupon or coupons may be waived by the Company and the Trustee,
if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

Upon
presentation of any Security of any series redeemed in part only, the Company shall execute and the Trustee shall authenticate
and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of such series
and tenor (with any unmatured coupons attached), of authorized denominations, in principal amount equal to the unredeemed portion
of the Security so presented.

Section
3.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from
eligibility for selection for redemption if they are identified by registration and certificate number in a written statement
signed by an authorized officer of the Company and delivered to the Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Company
or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company.

Section
3.05. Mandatory and Optional Sinking Funds. 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 the Securities of any series is herein referred to as an “optionnel
sinking fund payment
". The date on which a sinking fund payment is to be made is herein referred to as the “sinking
fund payment date
".

Dans
lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company
may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through
a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited)
theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation
pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to
this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the
option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered
or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities.

Sur
or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable
to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such
series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so
credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred
(which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right
to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking
fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such
series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11
to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’
Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make
all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment
date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified
in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election
of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that
the Company will make no optional sinking fund payment with respect to such series as provided in this Section.

Si
the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment
date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the
Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued
interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company
makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee
shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal
amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company)
inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall
be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in
an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified
in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the
Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner
provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part
at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities
of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be
applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of
the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption
of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose,
to the payment of the Principal of, and interest on, the Securities of such series at maturity.

Sur
or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m.
New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or
shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed
on the next following sinking fund payment date.

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Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption
of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such
Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the
Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of
all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on
or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the
next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

ARTICLE
4

COVENANTS

Section
4.01. Payment of Securities. The Company shall pay the Principal of and interest on the Securities on the dates and in
the manner provided in the Securities and this Indenture. The interest on Securities with coupons attached (together with any
additional amounts payable pursuant to the terms of such Securities) shall be payable only upon presentation and surrender of
the several coupons for such interest installments as are evidenced thereby as they severally mature. The interest on any temporary
Unregistered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be paid,
as to the installments of interest evidenced by coupons attached thereto, if any, only upon presentation and surrender thereof,
and, as to the other installments of interest, if any, only upon presentation of such Unregistered Securities for notation thereon
of the payment of such interest. The interest on Registered Securities (together with any additional amounts payable pursuant
to the terms of such Securities) shall be payable only to the Holders thereof (subject to Section 2.04) and at the option of the
Company may be paid by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses
as they appear on the Security Register of the Company.

Notwithstanding
any provisions of this Indenture and the Securities of any series to the contrary, if the Company and a Holder of any Registered
Security so agree, payments of interest on, and any portion of the Principal of, such Holder’s Registered Security (other
than interest payable at maturity or on any redemption or repayment date or the final payment of Principal on such Security) shall
be made by the Paying Agent, upon receipt from the Company of immediately available funds by 11:00 a.m., New York City time (or
such other time as may be agreed to between the Company and the Paying Agent), directly to the Holder of such Security (by Federal
funds wire transfer or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment
date requesting that such payment will be so made and designating the bank account to which such payments shall be so made and
in the case of payments of Principal, surrenders the same to the Trustee in exchange for a Security or Securities aggregating
the same principal amount as the unredeemed principal amount of the Securities surrendered. The Trustee shall be entitled to rely
on the last instruction delivered by the Holder pursuant to this Section 4.01 unless a new instruction is delivered 15 days prior
to a payment date. The Company will indemnify and hold each of the Trustee and any Paying Agent harmless against any loss, liability
or expense (including attorneys’ fees) resulting from any act or omission to act on the part of the Company or any such
Holder in connection with any such agreement or from making any payment in accordance with any such agreement.

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Company shall pay interest on overdue Principal, and interest on overdue installments of interest, to the extent lawful, at the
rate per annum specified in the Securities.

Section
4.02. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York an office
or agency where Securities may be surrendered for registration of transfer or exchange or for presentation for payment and where
notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby initially
designates the Corporate Trust Office of the Trustee, located in the Borough of Manhattan, The City of New York, as such office
or agency of the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 10.02.

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Company will maintain one or more agencies in a city or cities located outside the United States (including any city in which
such an agency is required to be maintained under the rules of any stock exchange on which the Securities of any series are listed)
where the Unregistered Securities, if any, of each series and coupons, if any, appertaining thereto may be presented for payment.
No payment on any Unregistered Security or coupon will be made upon presentation of such Unregistered Security or coupon at an
agency of the Company within the United States nor will any payment be made by transfer to an account in, or by mail to an address
in, the United States unless, pursuant to applicable United States laws and regulations then in effect, such payment can be made
without adverse tax consequences to the Company. Notwithstanding the foregoing, if full payment in United States Dollars (“Dollars”)
at each agency maintained by the Company outside the United States for payment on such Unregistered Securities or coupons appertaining
thereto is illegal or effectively precluded by exchange controls or other similar restrictions, payments in Dollars of Unregistered
Securities of any series and coupons appertaining thereto which are payable in Dollars may be made at an agency of the Company
maintained in the Borough of Manhattan, The City of New York.

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

Section
4.03. Securityholders’ Lists. The Company will furnish or cause to be furnished to the Trustee a list in such form
as the Trustee may reasonably require of the names and addresses of the holders of the Securities pursuant to Section 312 of the
Trust Indenture Act (a) semi-annually not more than 15 days after each record date for the payment of semi-annual interest on
the Securities, as hereinabove specified, as of such record date, and (b) at such other times as the Trustee may request in writing,
within thirty days after receipt by the Company of any such request as of a date not more than 15 days prior to the time such
information is furnished.

Section
4.04. Certificate to Trustee. The Company will furnish to the Trustee annually, on or before a date not more than four
months after the end of its fiscal year (which, on the date hereof, is a calendar year), a brief certificate (which need not contain
the statements required by Section 10.04) from its principal executive, financial or accounting officer as to his or her knowledge
of the compliance of the Company with all conditions and covenants under this Indenture (such compliance to be determined without
regard to any period of grace or requirement of notice provided under this Indenture) which certificate shall comply with the
requirements of the Trust Indenture Act.

Section
4.05. Reports by the Company. The Company covenants to file with the Trustee, within 15 days after the Company is required
to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports which
the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act.

Section
4.06. Additional Amounts. If the Securities of a series provide for the payment of additional amounts, at least 10 days
prior to the first interest payment date with respect to that series of Securities and at least 10 days prior to each date of
payment of Principal of or interest on the Securities of that series if there has been a change with respect to the matters set
forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal paying agent,
if other than the Trustee, an Officers’ Certificate instructing the Trustee and such paying agent whether such payment of
Principal of or interest on the Securities of that series shall be made to Holders of the Securities of that series without withholding
or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of that series.
If any such withholding or deduction shall be required, then such Officers’ Certificate shall specify by country the amount,
if any, required to be withheld or deducted on such payments to such Holders and shall certify the fact that additional amounts
will be payable and the amounts so payable to each Holder, and the Company shall pay to the Trustee or such paying agent the additional
amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any paying agent for, and to hold
them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising
out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished
pursuant to this Section.

Whenever
in this Indenture there is mentioned, in any context, the payment of the Principal of or interest or any other amounts on, or
in respect of, any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts
provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts
are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts
(if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions
hereof where such express mention is not made.

ARTICLE
5

SUCCESSOR
CORPORATION

Section
5.01. When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer,
lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions)
to, any Person unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed
by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed,
transferred or leased shall be a corporation organized and validly existing under the laws of the United States of America or
any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of
the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and
(y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance,
transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided
for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the
legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms,
subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such
transaction, no Default shall have occurred and be continuing.

Section
5.02. Successor Substituted. Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition
of all or substantially all of the property and assets of the Company in accordance with Section 5.01 of this Indenture, the successor
Person formed by such consolidation or into which the Company is merged or to which such sale, conveyance, transfer, lease or
other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named as the Company herein and thereafter the predecessor
Person, except in the case of a lease, shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE
6

DEFAULT
AND REMEDIES

Section
6.01. Events of Default. Une "Event of Default” shall occur with respect to the Securities of any series
si:

(une)
the Company defaults in the payment of the Principal of any Security of such series when the same becomes due and payable at maturity,
upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise;

b)
the Company defaults in the payment of interest on any Security of such series when the same becomes due and payable, and such
default continues for a period of 30 days;

(c)
the Company defaults in the performance of or breaches any other covenant or agreement of the Company in this Indenture with respect
to any Security of such series or in the Securities of such series and such default or breach continues for a period of 30 consecutive
days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate
principal amount of the Securities of all series affected thereby specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder;

(d)
a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property or
ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days;

(e)
the Company (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment
of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company
or for all or substantially all of the property and assets of the Company or (iii) effects any general assignment for the benefit
of creditors; ou

(F)
any other Event of Default established pursuant to Section 2.03 with respect to the Securities of such series occurs.

Section
6.02. Acceleration. (a) If an Event of Default other than as described in clauses (d) or (e) of Section 6.01 with respect
to the Securities of any series then outstanding occurs and is continuing, then, and in each and every such case, except for any
series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Securities of any such series then outstanding hereunder (each such series
treated as a separate class) by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare
the entire principal (or, if the Securities of any such series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series established pursuant to Section 2.03) of all Securities of such series,
and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become
immediately due and payable.

b)
If an Event of Default described in clause (d) or (e) of Section 6.01 occurs and is continuing, then the principal amount (or,
if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof
established pursuant to Section 2.03) of all the Securities then outstanding and interest accrued thereon, if any, shall be and
become immediately due and payable, without any notice or other action by any Holder or the Trustee, to the full extent permitted
by applicable law.

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foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are
Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof established pursuant
to Section 2.03) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared or
become 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 Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments
of interest upon all the Securities of each such series (or of all the Securities, as the case may be) and the principal of any
and all Securities of each such series (or of all the Securities, as the case may be) which shall have become due otherwise than
by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable
law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of each such series to the date of such payment or deposit) and such amount
as shall be sufficient to cover all amounts owing the Trustee under Section 7.07, and if any and all Events of Default under the
Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been
cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal
amount of all the then outstanding Securities of all such series that have been accelerated (voting as a single class), by written
notice to the Company and to the Trustee, may waive all defaults with respect to all such series (or with respect to all the Securities,
as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

Pour
all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated
and declared or become due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration
has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes
hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment
of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest,
if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Section
6.03. Other Remedies. If a payment default or an Event of Default with respect to the Securities of any series occurs and
is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at
law or in equity to collect the payment of Principal of and interest on the Securities of such series or to enforce the performance
of any provision of the Securities of such series or this Indenture.

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Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.

Section
6.04. Waiver of Past Defaults. Subject to Sections 6.02, 6.07 and 9.02, the Holders of at least a majority in principal
amount (or, if the Securities are Original Issue Discount Securities, such portion of the principal as is then accelerable under
Section 6.02) of the outstanding Securities of all series affected (voting as a single class), by notice to the Trustee, may waive
an existing Default or Event of Default with respect to the Securities of such series and its consequences, except a Default in
the payment of Principal of or interest on any Security as specified in clauses (a) or (b) of Section 6.01 or in respect of a
covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding
Security affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default with respect to the Securities
of such series arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Section
6.05. Control by Majority. Subject to Sections 7.01 and 7.02(e), the Holders of at least a majority in aggregate principal
amount (or, if any Securities are Original Issue Discount Securities, such portion of the principal as is then accelerable under
Section 6.02) of the outstanding Securities of all series affected (voting as a single class) may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee
with respect to the Securities of such series by this Indenture; provided, that the Trustee may refuse to follow any direction
that conflicts with law or this Indenture, that may involve the Trustee in personal liability or that the Trustee determines in
good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction; and provided further,
that the Trustee may take any other action it deems proper that is not inconsistent with any directions received from Holders
of Securities pursuant to this Section 6.05.

Section
6.06. Limitation on Suits. No Holder of any Security of any series may institute any proceeding, judicial or otherwise,
with respect to this Indenture or the Securities of such series, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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

(c)
such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities
or expenses to be incurred in compliance with such request;

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

(e)
during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Securities of all such affected
series have not given the Trustee a direction that is inconsistent with such written request.

UNE
Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other
Holder.

Section
6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of Principal of or interest, if any, on such Holder’s Security on or after the respective
due dates expressed on such Security, or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

Section
6.08. Collection Suit by Trustee. If an Event of Default with respect to the Securities of any series in payment of Principal
or interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own
name and as trustee of an express trust against the Company for the whole amount (or such portion thereof as specified in the
terms established pursuant to Section 2.03 of Original Issue Discount Securities) of Principal of, and accrued interest remaining
unpaid on, together with interest on overdue Principal of, and, to the extent that payment of such interest is lawful, interest
on overdue installments of interest on, the Securities of such series, in each case at the rate or Yield to Maturity (in the case
of Original Issue Discount Securities) specified in such Securities, and such further amount as shall be sufficient to cover all
amounts owing the Trustee under Section 7.07.

Section
6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due the Trustee under Section
7.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), its
creditors or its property and shall be entitled and empowered to collect and receive any moneys, securities or other property
payable or deliverable upon conversion or exchange of the Securities or upon any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it under Section 7.07. Nothing herein
contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan
of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section
6.10. Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of the Securities
of any series 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 interest, upon presentation of the several Securities and coupons appertaining to such
Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series
and tenor in reduced principal amounts in exchange for the presented Securities of such series and tenor if only partially paid,
or upon surrender thereof if fully paid:

FIRST:
To the payment of all amounts due the Trustee under Section 7.07 applicable to the Securities of such series in respect of which
moneys have been collected;

SECOND:
Subject to Article 11, in case the principal of the Securities of such series in respect of which moneys have been collected shall
not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the order
of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the
Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case
of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled
thereto, without discrimination or preference;

THIRD:
Subject to Article 11, in case the principal of the Securities of such series in respect of which moneys have been collected shall
have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities
of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has
been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall
be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such
Principal and interest or Yield to Maturity, without preference or priority of Principal over interest or Yield to Maturity, or
of interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or
of any Security of such series over any other Security of such series, ratably to the aggregate of such Principal and accrued
and unpaid interest or Yield to Maturity; et

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

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

Section
6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, in either case in respect to the Securities of any series,
a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit,
and the court may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant (other than
the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.12 does not apply to a suit by a Holder pursuant to Section 6.07, a suit instituted by the Trustee or a suit by
Holders of more than 10% in principal amount of the outstanding Securities of such series.

Section
6.13. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section
6.14. Delay or Omission not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

ARTICLE
7

TRUSTEE

Section
7.01. General. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and as set
forth herein. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. 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 Article 7.

Section
7.02. Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):

(une)
the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, Officers’
Certificate, Opinion of Counsel (or both), statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been
signed or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit;

b)
before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel, which
shall conform to Section 10.04 and shall cover such other matters as the Trustee may reasonably request. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. Subject to Sections
7.01 and 7.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any
action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof;

(c)
the Trustee may act through its attorneys and agents not regularly in its employ and shall not be responsible for the misconduct
or negligence of any agent or attorney appointed with due care;

(d)
any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’
Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced
to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

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

(F)
the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance
with Section 6.05 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;

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

(h)
prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee
shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, Officers’
Certificate, Opinion of Counsel, Board Resolution, statement, instrument, opinion, report, notice, request, consent, order, approval,
appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders
of not less than a majority in aggregate principal amount of the Securities of all series affected then outstanding; à condition de
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 expenses or liabilities as a condition
to proceeding.

Section
7.03. Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee
of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the
Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and
311. For purposes of Trust Indenture Act Section 311(b)(4) and (6), the following terms shall mean:

(une)
"cash transaction” means any transaction in which full payment for goods or securities sold is made within
seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and
payable upon demand; et

b)
"self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn,
negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage
or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the
goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship
with the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

Section
7.04. Trustee’s Disclaimer. The recitals contained herein and in the Securities (except the Trustee’s certificate
of authentication) shall be taken as statements of the Company and not of the Trustee and the Trustee assumes no responsibility
for the correctness of the same. Neither the Trustee nor any of its agents (a) makes any representation as to the validity or
adequacy of this Indenture or the Securities and (b) shall be accountable for the Company’s use or application of the proceeds
from the Securities.

Section
7.05. Notice of Default. If any Default with respect to the Securities of any series occurs and is continuing and if such
Default is known to the actual knowledge of a Responsible Officer with the Corporate Trust Department of the Trustee, the Trustee
shall give to each Holder of Securities of such series notice of such Default within 90 days after it occurs (a) if any Unregistered
Securities of such series are then outstanding, to the Holders thereof, by publication at least once in an Authorized Newspaper
in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London and (b) to all Holders
of Securities of such series in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, unless such
Default shall have been cured or waived before the mailing or publication of such notice; provided, however, that, except in the
case of a Default in the payment of the Principal of or interest on any Security, the Trustee shall be protected in withholding
such notice if the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

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

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

Section
7.07. Compensation and Indemnity. The Company shall pay to the Trustee such compensation as shall be agreed upon in writing
from time to time for its services. The compensation of the Trustee shall not be limited by any law on compensation of a Trustee
of an express trust. The Company shall reimburse the Trustee and any predecessor Trustee upon request for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by the Trustee or such predecessor Trustee. Such expenses shall include
the reasonable compensation and expenses of the Trustee’s or such predecessor Trustee’s agents, counsel and other
persons not regularly in their employ.

le
Company shall indemnify the Trustee and any predecessor Trustee for, and hold them harmless against, any loss or liability or
expense incurred by them without negligence or bad faith on their part arising out of or in connection with the acceptance or
administration of this Indenture and the Securities or the issuance of the Securities or of series thereof or the trusts hereunder
and the performance of duties under this Indenture and the Securities, including the costs and expenses of defending themselves
against or investigating any claim or liability and of complying with any process served upon them or any of their officers in
connection with the exercise or performance of any of their powers or duties under this Indenture and the Securities.

To
secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on
all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to
pay Principal of, and interest on particular Securities.

le
obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay
or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture
under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or
coupons, and the Securities are hereby subordinated to such senior claim. Without prejudice to any other rights available to the
Trustee under applicable law, if the Trustee renders services and incurs expenses following an Event of Default under Section
6.01(d) or Section 6.01(e) hereof, the parties hereto and the holders by their acceptance of the Securities hereby agree that
such expenses are intended to constitute expenses of administration under any bankruptcy law.

Section
7.08. Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any
series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only
upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

le
Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing.
The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with
respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect
thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series
if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent;
(iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of
acting.

Si
the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office
of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee
with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount
of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor
Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written
acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect thereto.

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

Notwithstanding
replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Section
7.09. Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges and subject to the lien provided for in Section 7.07, 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.

Dans
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

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

Non
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be eligible
under this Article and qualified under Section 310(b) of the Trust Indenture Act.

Section
7.10. Successor Trustee By Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving
or transferee corporation or national banking association without any further act shall be the successor Trustee with the same
effect as if the successor Trustee had been named as the Trustee herein.

Section
7.11. Eligibility. This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Section
310(a). The Trustee shall have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published
annual report of condition.

Section
7.12. Money Held in Trust. The Trustee shall not be liable for interest on any money received by it except as the Trustee
may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law and except for money held in trust under Article 8 of this Indenture.

ARTICLE
8

SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section
8.01. Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the
Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which
have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall
have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series
theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered
to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one
year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds
the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section
8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without
consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity
or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the
case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article
11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of
such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i)
rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption,
if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments
of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining
rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee
hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate
and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction
of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive
amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable
mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Section
8.02. Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 8.04, all moneys (including
U.S. Government Obligations and the proceeds thereof) deposited with the Trustee pursuant to Section 8.01, Section 8.05 or Section
8.06 shall be held in trust and applied by it to the payment, either directly or through any paying agent to the Holders of the
particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee,
of all sums due and to become due thereon for Principal and interest; but such money need not be segregated from other funds except
to the extent required by law. Funds and U.S. Government Obligations held in trust under Section 8.01, 8.05 or 8.06 shall not
be subject to the claims of the holders of Senior Indebtedness under Article 11.

Section
8.03. Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with
respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect
to such series of Securities shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.

Section
8.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the
Trustee or any paying agent for the payment of the Principal of or interest on any Security of any series and not applied but
remaining unclaimed for two years after the date upon which such Principal or interest shall have become due and payable, shall,
upon the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned
or unclaimed property law, be repaid to the Company by the Trustee for such series or such paying agent, and the Holder of the
Security of such series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed
property laws, thereafter look only to the Company for any payment which such Holder may be entitled to collect, and all liability
of the Trustee or any paying agent with respect to such moneys shall thereupon cease.

Section
8.05. Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any
and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof
has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series
(and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights
of registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently
mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of
the Trustee hereunder and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied:

(i)
with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another
qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government
Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide
not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount,
or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of
such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable
by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series
on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such
series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the
Indenture with respect to the Securities of such series;

(ii)
the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such
series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of
its option under this Section 8.05 and will be subject to federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel
must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law
or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal
Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the
creation of the defeasance trust does not violate the Investment Company Act of 1940, as amended, and after the passage of 123
days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section
15 of the New York Debtor and Creditor Law;

(iii)
immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice
or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or
during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation
of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which the Company is
bound;

(iv)
if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance
and discharge;

(v)
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance and discharge under this Section have been complied with; et

(vi)
if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund
payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made.

Section
8.06. Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth
in, and this Indenture will no longer be in effect with respect to, any covenant established pursuant to Section 2.03(r) and clause
(c) (with respect to any covenants established pursuant to Section 2.03(r)) and clause (f) of Section 6.01 shall be deemed not
to be an Event of Default, if

(une)
with reference to this Section 8.06, the Company has deposited or caused to be irrevocably deposited with the Trustee (or another
qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of the Securities of such series and the Indenture with respect to the Securities
of such series, (i) money in an amount or (ii) U.S. Government Obligations which through the payment of interest and principal
in respect thereof in accordance with their terms will provide not later than one day before the due dates thereof or earlier
redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred
to in subclause (x) or (y) of this clause (a) money in an amount, or (iii) a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,
to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local
taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each
installment of interest on the outstanding Securities on the due date thereof or earlier redemption (irrevocably provided for
under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous
payments applicable to the Securities of such series and the Indenture with respect to the Securities of such series on the day
on which such payments are due and payable in accordance with the terms of the Indenture and of Securities of such series and
the Indenture with respect to the Securities of such series;

b)
the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that Holders of Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under
this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as
would have been the case if such deposit and defeasance had not occurred and (ii) an Opinion of Counsel to the effect that the
creation of the defeasance trust does not violate the Investment Company Act of 1940, as amended, and after the passage of 123
days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section
15 of the New York Debtor and Creditor Law;

(c)
immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice
or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or
during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation
of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which the Company is
bound;

(d)
if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance
and discharge; et

(e)
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under this Section have been complied with.

Section
8.07. Reinstatement. If the Trustee or paying agent is unable to apply any monies or U.S. Government Obligations in accordance
with Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article until such time as the Trustee
or paying agent is permitted to apply all such monies or U.S. Government Obligations in accordance with Article 8; provided,
toutefois
, that if the Company has made any payment of Principal of or interest on any Securities because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from
the monies or U.S. Government Obligations held by the Trustee or paying agent.

Section
8.08. Indemnity. The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for purposes
of this Section 8.08 and Section 8.02, the “Trustee”) against any tax, fee or other charge, imposed on or assessed
against the U.S. Government Obligations deposited pursuant to Section 8.01, 8.05 or 8.06 or the principal or 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 Securities
and any coupons appertaining thereto.

Section
8.09. Excess Funds. Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon request of the Company, any money or U.S. Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 8.01, 8.05 or 8.06 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof
which would then be required to be deposited to effect a discharge or defeasance, as applicable, in accordance with this Article
8.

Section
8.10. Qualifying Trustee. Any trustee appointed pursuant to Section 8.05 or 8.06 for the purpose of holding money or U.S.
Government Obligations deposited pursuant to such Sections shall be appointed under an agreement in form acceptable to the Trustee
and shall provide to the Trustee a certificate, upon which certificate the Trustee shall be entitled to conclusively rely, that
all conditions precedent provided for herein to the related defeasance have been complied with. In no event shall the Trustee
be liable for any acts or omissions of said trustee.

ARTICLE
9

AMENDMENTS,
SUPPLEMENTS AND WAIVERS

Section
9.01. Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities
of any series without notice to or the consent of any Holder:

(une)
to cure any ambiguity, defect or inconsistency in this Indenture; à condition de that such amendments or supplements shall not
materially and adversely affect the interests of the Holders;

b)
to comply with Article 5;

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

(d)
to evidence and provide for the acceptance of appointment hereunder with respect to the Securities of any or all series by a successor
Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.09;

(e)
to establish the form or forms or terms of Securities of any series or of the coupons appertaining to such Securities as permitted
by Section 2.03;

(F)
to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose; et

(g)
to make any change that does not materially and adversely affect the rights of any Holder.

Section
9.02. With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and
the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in
principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate
class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such
series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision
of this Indenture or the Securities of such series.

Notwithstanding
the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a
waiver pursuant to Section 6.04, may not:

(une)
change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s
Security;

b)
reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount);

(c)
reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the
Indenture with respect to the Securities of the relevant series; et

(d)
reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required
for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and
their consequences provided for in this Indenture.

UNE
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities
of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series or of the coupons appertaining to such Securities.

Il
shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

Après
an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby
a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon
request. 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 or waiver.

Section
9.03. Revocation and Effect of Consent. Until an amendment or waiver becomes effective, a consent to it by a Holder is
a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same
debt as the Security of the consenting Holder, even if notation of the consent is not made on any Security. However, any such
Holder or subsequent Holder may revoke the consent as to its Security or portion of its Security. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An
amendment, supplement or waiver shall become effective with respect to any Securities affected thereby on receipt by the Trustee
of written consents from the requisite Holders of outstanding Securities affected thereby.

le
Company may, but shall not be obligated to, fix a record date (which may be not less than five nor more than 60 days prior to
the solicitation of consents) for the purpose of determining the Holders of the Securities of any series affected entitled to
consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the immediately preceding paragraph,
those Persons who were such Holders at such record date (or their duly designated proxies) and only those Persons shall be entitled
to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue
to be such Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record
date.

Après
an amendment, supplement or waiver becomes effective with respect to the Securities of any series affected thereby, it shall bind
every Holder of such Securities unless it is of the type described in any of clauses (a) through (d) of Section 9.02. In case
of an amendment or waiver of the type described in clauses (a) through (d) of Section 9.02, the amendment or waiver shall bind
each such Holder who has consented to it and every subsequent Holder of a Security that evidences the same indebtedness as the
Security of the consenting Holder.

Section
9.04. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of any Security, the
Trustee may require the Holder thereof to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security
about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Security of such
series thereafter authenticated. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security
shall issue and the Trustee shall authenticate a new Security of the same series and tenor that reflects the changed terms.

Section
9.05. Trustee to Sign Amendments, Etc. The Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article
9 is authorized or permitted by this Indenture, stating that all requisite consents have been obtained or that no consents are
required and stating that such supplemental indenture constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to customary exceptions. The Trustee may, but shall not be obligated
to, execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.

Section
9.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article 9 shall conform
to the requirements of the Trust Indenture Act as then in effect.

ARTICLE
dix

MISCELLANEOUS

Section
10.01. Trust Indenture Act of 1939. This Indenture shall incorporate and be governed by the provisions of the Trust Indenture
Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.

Section
10.02. Notices. Any notice or communication shall be sufficiently given if written and (a) if delivered in person when
received or (b) if mailed by first class mail 5 days after mailing, or (c) as between the Company and the Trustee if sent by facsimile
transmission, when transmission is confirmed, in each case addressed as follows:

si
to the Company:

VirTra,
Inc.

7970
S. Kyrene Rd.

Tempe,
AZ 85284

Telecopy:
(480) 968-1488

Attention:
Chief Executive Officer

si
to the Trustee:

(Name
of Trustee)

(Adresse)

Telecopy:

Attention:

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

Tout
notice or communication shall be sufficiently given to Holders of any Unregistered Securities, by publication at least once in
an Authorized Newspaper in The City of New York, or with respect to any Security the interest on which is based on the offered
quotations in the interbank Eurodollar market for dollar deposits at least once in an Authorized Newspaper in London, and by mailing
to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act at such addresses as were so furnished to the Trustee and to Holders of Registered Securities by mailing to such Holders at
their addresses as they shall appear on the Security Register. Notice mailed shall be sufficiently given if so mailed within the
time prescribed. Copies of any such communication or notice to a Holder shall also be mailed to the Trustee and each Agent at
the same time.

Failure
to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.
Except as otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided in this Section
10.02, it is duly given, whether or not the addressee receives it.


this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.

Dans
case it shall be impracticable to give notice as herein contemplated, then such notification as shall be made with the approval
of the Trustee shall constitute a sufficient notification for every purpose hereunder.

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

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

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

Section
10.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificate required by Section 4.04) shall include:

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

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

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

(d)
a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided,
toutefois
, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates
of public officials.

Section
10.05. Evidence of Ownership. The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the
Holder of any Unregistered Security and the Holder of any coupon as the absolute owner of such Unregistered Security or coupon
(whether or not such Unregistered Security or coupon shall be overdue) for the purpose of receiving payment thereof or on account
thereof and for all other purposes, and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be
affected by any notice to the contrary. The fact of the holding by any Holder of an Unregistered Security, and the identifying
number of such Security and the date of his holding the same, may be proved by the production of such Security or by a certificate
executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if
such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated and shall state that
on the date thereof a Security bearing a specified identifying number was deposited with or exhibited to such trust company, bank,
banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect
of one or more Unregistered Securities specified therein. The holding by the person named in any such certificate of any Unregistered
Securities specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at
the time of any determination of such holding (1) another certificate bearing a later date issued in respect of the same Securities
shall be produced or (2) the Security specified in such certificate shall be produced by some other Person, or (3) the Security
specified in such certificate shall have ceased to be outstanding. Subject to Article 7, the fact and date of the execution of
any such instrument and the amount and numbers of Securities held by the Person so executing such instrument may also be proven
in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in any other manner which the
Trustee may deem sufficient.

le
Company, the Trustee and any agent of the Company or the Trustee may deem and treat the person in whose name any Registered Security
shall be registered upon the Security Register for such series as the absolute owner of such Registered Security (whether or not
such Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose
of receiving payment of or on account of the Principal of and, subject to the provisions of this Indenture, interest on such Registered
Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or the Trustee shall
be affected by any notice to the contrary.

Section
10.06. Rules by Trustee, Paying Agent or Registrar. The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Paying Agent or Registrar may make reasonable rules for its functions.

Section
10.07. Payment Date Other Than a Business Day. Except as otherwise provided with respect to a series of Securities, if
any date for payment of Principal or interest on any Security shall not be a Business Day at any place of payment, then payment
of Principal of or interest on such Security, as the case may be, need not be made on such date, but may be made on the next succeeding
Business Day at any place of payment with the same force and effect as if made on such date and no interest shall accrue in respect
of such payment for the period from and after such date.

Section
10.08. Governing Law. The laws of the State of New York shall govern this Indenture and the Securities.

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

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

Section
10.11. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement.

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

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

Section
10.14. Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability. No recourse under
or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security
or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator,
as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor,
either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the
consideration for the issue of the Securities and the coupons appertaining thereto.

Section
10.15. Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law,
that (a) if for the purpose of obtaining judgment in any court it i