Form 8-K

8-K — Paramount Skydance Corp

Accession: 0001104659-26-113913

Filed: 2026-10-06

Period: 2026-10-05

CIK: 0002041610

SIC: 4833 (TELEVISION BROADCASTING STATIONS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2626659d7_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2626659d7_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2626659d7_ex3-2.htm)

EX-4.1 — EXHIBIT 4.1 (tm2626659d7_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2626659d7_ex4-2.htm)

EX-4.4 — EXHIBIT 4.4 (tm2626659d7_ex4-4.htm)

EX-4.6 — EXHIBIT 4.6 (tm2626659d7_ex4-6.htm)

EX-4.8 — EXHIBIT 4.8 (tm2626659d7_ex4-8.htm)

EX-10.1 — EXHIBIT 10.1 (tm2626659d7_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2626659d7_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2626659d7_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2626659d7_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (tm2626659d7_ex10-5.htm)

EX-10.6 — EXHIBIT 10.6 (tm2626659d7_ex10-6.htm)

EX-10.7 — EXHIBIT 10.7 (tm2626659d7_ex10-7.htm)

EX-10.8 — EXHIBIT 10.8 (tm2626659d7_ex10-8.htm)

EX-10.10 — EXHIBIT 10.10 (tm2626659d7_ex10-10.htm)

EX-10.11 — EXHIBIT 10.11 (tm2626659d7_ex10-11.htm)

EX-99.1 — EXHIBIT 99.1 (tm2626659d7_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2626659d7_ex99-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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0002041610

Paramount Skydance Corp

0002041610

2026-10-05

iso4217:USD

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xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 5, 2026

Skydance Corporation

(Exact name of registrant as specified in its

charter)

Delaware

001-42791

99-3917985

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1515 Broadway

New York, New York

10036

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (212) 258-6000

Paramount Skydance Corporation

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class B Common Stock, $0.001 par value

SKYD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Explanatory

Note

On October 6, 2026 (the “Closing

Date”), Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Skydance Corporation (f/k/a Paramount Skydance

Corporation), a Delaware corporation (“SKYD” or the “Company”), and Prince Sub Inc., a Delaware corporation and

wholly owned subsidiary of the Company (“Merger Sub”), completed the transactions contemplated by the previously disclosed

Agreement and Plan of Merger, dated as of February 27, 2026, by and among WBD, the Company and Merger Sub (the “Merger Agreement”),

pursuant to which, at the effective time of the Merger (as defined below) (the “Effective Time”), Merger Sub merged with and

into WBD, with WBD surviving as a wholly owned subsidiary of the Company (the “Merger”).

In connection with the closing

of the Merger (the “Closing”), the Company issued shares of its Class B Common Stock, par value $0.001 per share (the “Class

B Common Stock”), to certain investors who provided equity financing for the Merger (the “PIPE Transaction”). Additionally,

in connection with the Closing, on October 6, 2026, the Company transferred the listing of the Class B Common Stock from The Nasdaq Stock

Market LLC to the New York Stock Exchange and changed the ticker symbol for the Class B Common Stock from “PSKY” to “SKYD”.

Item 1.01 Entry into a Material Definitive Agreement.

The

information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein.

First Lien Senior Secured Notes and Second Lien Senior Secured

Notes

On October 5, 2026, the

Company issued (a) an aggregate of $41.4 billion in senior secured notes denominated in U.S. dollars, consisting of (1) $30.0

billion of first lien senior secured notes consisting of (i) $3.5 billion aggregate principal amount of 6.300% Senior Secured First

Lien Notes due 2028 (the “2028 First Lien Notes”), (ii) $3.5 billion aggregate principal amount of 6.550% Senior Secured

First Lien Notes due 2029 (the “2029 First Lien Notes”), (iii) $6.5 billion aggregate principal amount of 7.050% Senior

Secured First Lien Notes due 2031 (the “2031 First Lien Notes”), (iv) $5.25 billion aggregate principal amount of 7.550%

Senior Secured First Lien Notes due 2033 (the “2033 First Lien Notes”), (v) $5.25 billion aggregate principal amount of

7.900% Senior Secured First Lien Notes due 2036 (the “2036 First Lien Notes”), (vi) $1.25 billion aggregate principal

amount of 8.650% Senior Secured First Lien Notes due 2046 (the “2046 First Lien Notes”), (vii) $3.5 billion aggregate

principal amount of 8.750% Senior Secured First Lien Notes due 2056 (the “2056 First Lien Notes”), (viii) $1.25 billion

aggregate principal amount of 8.900% Senior Secured First Lien Notes due 2066 (the “2066 First Lien Notes” and, together

with the 2028 First Lien Notes, the 2029 First Lien Notes, the 2031 First Lien Notes, the 2033 First Lien Notes, the 2036 First Lien

Notes, the 2046 First Lien Notes and the 2056 First Lien Notes, the “First Lien Senior Secured Notes”), and (2) $11.4

billion of second lien senior secured notes consisting of (i) $6 billion aggregate principal amount of 8.250% Senior Secured Second

Lien Notes due 2031 (the “2031 Second Lien Dollar Notes”), (ii) $4 billion aggregate principal amount of 8.875% Senior

Secured Second Lien Notes due 2034 (the “2034 Second Lien Notes”), and (iii) $1.4 billion aggregate principal amount of

9.125% Senior Secured Second Lien Notes due 2036 (the “2036 Second Lien Notes” and, together with the 2031 Second Lien

Dollar Notes and the 2034 Second Lien Notes, the “Second Lien Dollar Senior Secured Notes”) and (b) €885 million

aggregate principal amount of 7.000% Senior Secured Second Lien Notes due 2031 (the “2031 Second Lien Euro Senior Secured

Notes” and, together with the Second Lien Dollar Senior Secured Notes, the “Second Lien Senior Secured Notes”; the

Second Lien Senior Secured Notes, together with the First Lien Senior Secured Notes, the “Notes”). The First Lien Senior

Secured Notes were issued pursuant to a first supplemental indenture (the “First Supplemental Indenture”), dated as of

October 5, 2026, by and between Paramount Skydance Corporation and Deutsche Bank Trust Company Americas, as Trustee and Collateral

Agent, to the indenture (the “Base Indenture”) dated October 5, 2026, by and between Paramount Skydance Corporation and

Deutsche Bank Trust Company Americas, as Trustee. The Second Lien Dollar Senior Secured Notes were issued pursuant to a second

supplemental indenture (the “Second Supplemental Indenture”) dated as of October 5, 2026, by and between Paramount

Skydance Corporation and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent, to the Base Indenture. The 2031

Second Lien Euro Senior Secured Notes were issued pursuant to a third supplemental indenture (the “Third Supplemental

Indenture”) dated as of October 5, 2026, by and among Paramount Skydance Corporation, Deutsche Bank Trust Company Americas, as

Trustee and Collateral Agent, and Deutsche Bank AG, London Branch, as Euro Notes Authentication Agent, Euro Notes Transfer Agent and

Euro Notes Paying Agent, to the Base Indenture. On October 6, 2026, Deutsche Bank Trust Company Americas, as Trustee and Collateral

Agent, and the guarantors party thereto, including certain subsidiaries of the Company, entered into a fourth supplemental indenture

(the “Fourth Supplemental Indenture”, and together with each of the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture,

each a “Supplemental Indenture”), by and among Deutsche Bank Trust Company Americas, as Trustee and

Collateral Agent, and the guarantors party thereto, to the Base Indenture pursuant to which a number of subsidiaries of the Company

(the “Initial Guarantors”) became guarantors under each series of Notes.

The Notes pay interest semi-annually

in arrears. The Notes were offered in private placements exempt from registration under the Securities Act of 1933, as amended (the “Securities

Act”).

The Company used the net proceeds

from the offering of the Notes and borrowings under the Credit Facilities (as defined below), together with cash on hand and the net proceeds

of the PIPE Transaction, to finance the Merger, to repay certain existing debt and to pay fees, costs and expenses related thereto.

Optional Redemption Provisions and Change of Control Repurchase

Right

First Lien Senior Secured Notes

Prior to the applicable Par

Call Date set forth below, upon not less than 10 nor more than 60 days’ notice to each holder of the applicable series of First

Lien Senior Secured Notes to be redeemed, each series of First Lien Senior Secured Notes will be redeemable at the Company’s option,

in whole or in part, at any time or from time to time, at a “make-whole” premium, plus accrued and unpaid interest, if any,

to, but not including, the applicable redemption date. The applicable Par Call Date is September 5, 2028 for the 2028 First Lien Notes,

September 5, 2029 for the 2029 First Lien Notes, September 15, 2031 for the 2031 First Lien Notes, August 15, 2033 for the 2033 First

Lien Notes, July 15, 2036 for the 2036 First Lien Notes, April 15, 2046 for the 2046 First Lien Notes, April 15, 2056 for the 2056 First

Lien Notes, and April 15, 2066 for the 2066 First Lien Notes. On or after the applicable Par Call Date, the Company may redeem the First

Lien Senior Secured Notes of the applicable series, at its option, in whole or in part, upon not less than 10 nor more than 60 days’

notice, at a redemption price equal to 100% of the principal amount of the First Lien Senior Secured Notes redeemed, plus accrued and

unpaid interest, if any, to, but not including, the applicable redemption date.

Second Lien Senior Secured Notes

Prior to (i) October 15, 2028,

in the case of the 2031 Second Lien Dollar Notes and the 2031 Second Lien Euro Senior Secured Notes, (ii) October 15, 2029, in the case

of the 2034 Second Lien Notes, and (iii) October 15, 2031, in the case of the 2036 Second Lien Notes, upon not less than 10 nor more than

60 days’ notice, the Second Lien Senior Secured Notes of the applicable series will be redeemable at the Company’s option,

in whole at any time or in part from time to time at a “make-whole” premium, plus accrued and unpaid interest, if any, to,

but not including, the applicable redemption date.

Beginning October 15, 2028,

in the case of the 2031 Second Lien Dollar Notes and the 2031 Second Lien Euro Senior Secured Notes, October 15, 2029, in the case of

the 2034 Second Lien Notes, and October 15, 2031, in the case of the 2036 Second Lien Notes, the Company may redeem the Second Lien Senior

Secured Notes of the applicable series, at its option, in whole at any time or in part from time to time. The redemption price will include

a call premium that varies depending on the year of redemption, together with accrued and unpaid interest, if any, to, but not including,

the applicable redemption date. The call premium ranges from 4.125% to 0% for the 2031 Second Lien Dollar Notes, from 3.500% to 0% for

the 2031 Second Lien Euro Senior Secured Notes, from 4.438% to 0% for the 2034 Second Lien Notes, and from 4.563% to 0% for the 2036 Second

Lien Notes.

In addition, at any time prior

to (i) October 15, 2028, in the case of the 2031 Second Lien Dollar Notes and the 2031 Second Lien Euro Senior Secured Notes, and (ii)

October 15, 2029, in the case of the 2034 Second Lien Notes and the 2036 Second Lien Notes, the Company may redeem up to 40% of the aggregate

principal amount of the applicable series of Second Lien Senior Secured Notes. Any such redemption will be made with an aggregate amount

not exceeding the net cash proceeds of one or more equity offerings, in accordance with the applicable indenture. The redemption price

will be equal to 108.250% of the principal amount of the 2031 Second Lien Dollar Notes, 107.000% of the principal amount of the 2031 Second

Lien Euro Senior Secured Notes, 108.875% of the principal amount of the 2034 Second Lien Notes and 109.125% of the principal amount of

the 2036 Second Lien Notes, in each case together with accrued and unpaid interest, if any, to, but not including, the applicable redemption

date.

Also, prior to the applicable

date specified in the foregoing paragraph, the Company may redeem during each calendar year, beginning with the calendar year in which

the applicable issue date occurs, up to 10% of the aggregate principal amount of each series of Second Lien Senior Secured Notes initially

issued on such issue date, plus the aggregate principal amount of any additional notes of that series. Unused amounts in any calendar

year may be carried over to later calendar years. The redemption price will be equal to 103% of the aggregate principal amount of the

Second Lien Senior Secured Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption

date.

Change of Control Offer and Payoff Transactions

Subject to certain exceptions,

the holders of the Notes of a series will have the right to require the Company to repurchase their Notes upon the occurrence of a Change

of Control Triggering Event, as defined in the relevant Supplemental Indenture, at an offer price equal to 101% of the aggregate principal

amount of the Notes of such series, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

If at any time holders of

not less than 90.0% of the principal amount of the outstanding Notes of a series accept a tender offer, exchange offer or other offer

to repurchase such Notes, the Company or a third party will have the right to redeem all of the Notes of such series then outstanding

at (i) in the case of a tender offer or other offer to repurchase, a purchase price equal to the price offered to each other holder in

such offer, and (ii) in the case of an exchange offer, the same consideration provided in such exchange offer, plus, in each case, to

the extent not included in the offer price, accrued and unpaid interest, if any, to, but not including, the date of redemption.

Ranking

First Lien Senior Secured Notes

The First Lien Senior Secured

Notes are the Company’s senior secured obligations and are secured by first-priority liens on substantially all personal property

of the Company and the Guarantors (as defined below) (the “Collateral”), subject to permitted liens and certain exceptions.

The First Lien Senior Secured Notes will be guaranteed on a senior secured basis by each of the Company’s existing and future wholly

owned domestic subsidiaries that is a borrower under or guarantees obligations under the Credit Facilities, including the Initial Guarantors

(collectively, the “Guarantors”), subject to certain exceptions.

Second Lien Senior Secured Notes

The Second Lien Senior Secured

Notes are the Company’s senior secured obligations and are secured by second-priority liens on the Collateral, subject to permitted

liens and certain exceptions. The Second Lien Senior Secured Notes will be guaranteed on a senior secured basis by the Guarantors.

Restrictive Covenants

The First Supplemental Indenture,

the Second Supplemental Indenture and the Third Supplemental Indenture contain covenants

that limit the Company’s (and its subsidiaries’) ability to, among other things: (i) create liens on assets, (ii) sell assets

and (iii) engage in mergers or consolidations or sales of all or substantially all of its assets.

Investment Grade Event

Upon the occurrence of an

Investment Grade Event (as defined in the applicable Supplemental Indenture) with respect to a series of Notes, subject to certain conditions

(including the concurrent release of liens and guarantees securing other secured debt and the Company having no greater than $250,000,000

of term B loans outstanding at such time), the liens on the Collateral securing such series of Notes will be released and the note guarantees

with respect to such series will be released. In addition, certain covenants set forth in the applicable Supplemental Indenture relating

to asset sales and future subsidiary guarantors will cease to apply to such series of Notes. These releases and covenant suspensions are

permanent and will not be reinstated upon any subsequent downgrade or withdrawal of the applicable investment grade ratings.

First Lien Senior Secured Notes Registration Rights Agreement

In connection with the issuance

of the First Lien Senior Secured Notes, the Company entered into a Registration Rights Agreement (the “First Lien Senior Secured

Notes Registration Rights Agreement”), dated October 5, 2026, by and among the Company and BofA Securities, Inc., Citigroup Global

Markets Inc., and Apollo Global Securities, LLC, as representatives of the initial purchasers, with respect to the First Lien Senior Secured

Notes. On October 6, 2026, the Initial Guarantors joined the First Lien Senior Secured Notes Registration Rights Agreement by executing

a joinder agreement.

Pursuant to the First Lien

Senior Secured Notes Registration Rights Agreement, the Company and the Initial Guarantors have agreed to use commercially reasonable

efforts to (i) file a registration statement on an appropriate form with respect to a registered offer to exchange each series of the

First Lien Senior Secured Notes for new notes with terms substantially identical in all material respects to such series of the First

Lien Senior Secured Notes (such new notes, the “Exchange Notes”) (except that the Exchange Notes will not contain terms with

respect to transfer restrictions or additional interest) and cause the registration statement to be declared effective under the Securities

Act within 730 days of October 5, 2026, or (ii) in certain circumstances, file a shelf registration statement with respect to resales

of the First Lien Senior Secured Notes. The Second Lien Senior Secured Notes do not have any registration rights.

Amendment to Pro Rata Credit Agreement and New Term B-1 Loan

Facility

On October 6, 2026, the Company

entered into an amendment (“Credit Agreement Amendment No. 1”) to the Credit Agreement, dated as of April 7, 2026 (the “Existing

Credit Agreement” and, as amended by Credit Agreement Amendment No. 1, the “Credit Agreement”), among the Company, the

lenders party thereto, and Citibank, N.A., as administrative agent and collateral agent, which was previously described in the Company’s

Current Report on Form 8-K filed April 9, 2026. The various facilities provided under the Credit Agreement, including the Term B-1 Loan

Facility (as defined below), as well as the term A loan facilities (the “Term A Loan Facilities” and the loans funded thereunder,

the “Term A Loans”) and the revolving credit facility (the “Revolving Credit Facility”), each of which was previously

described in the Company’s Current Report on Form 8-K filed April 9, 2026, are collectively referred to herein as the “Credit

Facilities.”

Credit Agreement Amendment

No. 1 amended the Existing Credit Agreement to, among other things, (a) provide for a senior secured incremental tranche of term “B”

loans consisting of: (i) $8.5 billion of seven-year U.S. dollar-denominated term B loans (the “Dollar Term B-1 Loans”) and

(ii) €850 million of seven-year Euro term B loans (the “Euro Term B-1 Loans” and, together with the Dollar Term B-1 Loans,

collectively, the “Term B-1 Loans”; the facility under which the Term B-1 Loans are made, the “Term B-1 Loan Facility”)

and (b) make certain other changes to the Existing Credit Agreement. The Term B-1 Loans will mature and be payable in full on the seventh

anniversary of the Closing Date.

On the Closing Date, the Company

borrowed the full amount of the Term B-1 Loans and the Term A Loans, and the proceeds thereof were used to finance the Merger, repay certain

existing debt and pay fees, costs and expenses related thereto. In addition, the commitments under the Revolving Credit Facility became

available for borrowing on the Closing Date. No amounts were drawn under the Revolving Credit Facility on the Closing Date.

In connection with the execution

of Credit Agreement Amendment No. 1 and funding of the Term B-1 Loans, as well as the receipt of net cash proceeds from the offering of

the Notes, the amount of the $49.00 billion bridge commitments (the “Bridge Commitments”) obtained by the Company pursuant

to a Commitment Letter, dated as of December 8, 2025 by and among the Company, BofA Securities, Inc., Bank of America, N.A., Citigroup

Global Markets Inc., Apollo Global Funding, LLC and Apollo Capital Management, L.P., as amended, restated, amended and restated, supplemented

or otherwise modified from time to time prior to the Closing Date (the “Bridge Commitment Letter”), for financing of the Merger

has been reduced to $0.00 and the Bridge Commitment Letter has been fully terminated as of the Closing Date.

The Term B-1 Loans are guaranteed

by the Guarantors (which are the same guarantors as under the Company’s other Credit Facilities) and secured by a senior lien on

the Collateral on a pari passu basis with the other Credit Facilities and the First Lien Senior Secured Notes.

The Dollar Term B-1 Loans

bear interest, at the Company’s option, at a rate per annum equal to either the Alternate Base Rate (as defined in the Credit Agreement)

or Term SOFR Rate (as defined in the Credit Agreement) plus a margin based on the Company’s Consolidated Total Net Leverage Ratio

(as defined in the Credit Agreement) that ranges between 2.75% and 2.50% for Term SOFR Rate loans and 1.75% and 1.50% for Alternate Base

Rate loans. The Euro Term B-1 Loans bear interest at a rate per annum equal to the EURIBOR Rate (as defined in the Credit Agreement) plus

a margin based on the Company’s Consolidated Total Net Leverage Ratio that ranges between 2.75% and 2.50%. The Term SOFR Rate and

the EURIBOR Rate are each subject to a floor of 0.00%.

The Dollar Term B-1 Loans

amortize at 1.00% of the initial principal amount per annum in quarterly installments (commencing with the thirteenth fiscal quarter ending

after the Closing Date), with the remaining balance payable at maturity. No regular amortization is required with respect to the Euro

Term B-1 Loans. The Term B-1 Loans may be voluntarily prepaid at any time without premium or penalty, other than customary breakage costs

and, in certain circumstances, a repricing premium.

Except as amended by Credit

Agreement Amendment No. 1, all other material provisions of the Existing Credit Agreement remain materially unchanged, including customary

representations and warranties, events of default and affirmative and negative covenants, as well as financial covenants based on consolidated

total net leverage ratio and first lien net leverage ratio of the Company that are only applicable to the Term A Loan Facilities and the

Revolving Credit Facility, as previously described in the Company’s Current Report on Form 8-K filed April 9, 2026.

Amended and Restated Registration Rights

Agreement

In connection with the

Closing, on October 6, 2026, the Company, Harbor Lights Entertainment, Inc., certain entities affiliated with The Lawrence J.

Ellison Revocable Trust, u/a/d 1/22/88, as amended (the “Trust”), RedBird Capital Partners Fund IV (Master), L.P.

(“RedBird”) and other investors to the PIPE Transaction (the “PIPE Investors”) entered into the amended

and restated registration rights agreement, dated October 6, 2026 (the “A&R Registration Rights Agreement”), which

amends and restates in its entirety that certain registration rights agreement, dated August 7, 2025 (the “Initial

Registration Rights Agreement”), by and among the Company and the parties thereto. The A&R Registration Rights Agreement

provides for certain demand and piggyback registration rights that were previously set forth in the Initial Registration Rights

Agreement and also provides additional demand, piggyback and resale shelf registration rights to the PIPE Investors with respect to

any shares of Class B Common Stock purchased by such PIPE Investors in the PIPE Transaction. Any such securities will cease to be

registrable securities pursuant to the A&R Registration Rights Agreement with respect to any holder when such holder (i) is able

to dispose of all of its registrable securities pursuant to Rule 144 under the Securities Act, without volume limitation or other

restrictions on transfer thereunder and without the requirement for the Company to be in compliance with Rule 144(c)(1) under the

Securities Act and (ii) solely for the parties that hold demand and piggyback registration rights, such party holds, together with

its affiliates, less than 1% of the common stock of the Company then outstanding.

Pursuant to the A&R Registration

Rights Agreement, certain parties to the A&R Registration Rights Agreement have customary demand rights that, pursuant to a demand

by such party after the date that is 180 days following the Closing, would require the Company to file registration statements registering

their respective registrable securities, including in connection with underwritten offerings, subject to certain limitations described

in the A&R Registration Rights Agreement. The Company agreed to bear all registration expenses, other than customary underwriting

commissions or fees, regardless of whether a registration statement is filed or becomes effective.

The A&R Registration Rights

Agreement requires that the Company use reasonable best efforts to file a registration statement or prospectus supplement registering

for resale any registrable securities beneficially owned by the parties to the A&R Registration Rights Agreement by the 71st calendar

day following the date which is four business days after the date of the Closing, and thereafter to use reasonable best efforts to keep

such registration statement effective. The A&R Registration Rights Agreement also includes customary piggyback rights, subject to

certain priority provisions, and customary indemnity, exculpation and contribution obligations by the Company and the other parties to

the A&R Registration Rights Agreement.

Lock-Up Agreement

In connection with the Closing and the entry into the A&R Registration Rights Agreement, PIPE Investors delivered a lock-up agreement (the “Lock-Up

Agreement”) agreeing not to engage in certain transfers of the shares of Class B Common Stock that were purchased in the PIPE Transaction

for a period of 180 days following the Closing, subject to certain exemptions therein (including for certain transfers to affiliates or

dispositions to equityholders, as well as pledging transactions), unless the Company, in its sole discretion, otherwise waives the terms

of such Lock-Up Agreement with respect to a party thereto.

General

The foregoing descriptions

do not purport to be complete and are subject to, and qualified in their entirety by, the full text of each of the Base Indenture, the

First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture,

the First Lien Senior Secured Notes Registration Rights Agreement, Credit Agreement Amendment No. 1, the Existing Credit Agreement, the

A&R Registration Rights Agreement and the Form of Lock-Up Agreement, as applicable, each filed with or incorporated by reference

into this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement.

The information provided in

the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein.

On the Closing Date, in

connection with the consummation of the Merger, the Company repaid all loans and terminated all credit commitments outstanding under

that certain Amended and Restated Credit Agreement, dated as of January 23, 2020, by and among the Company, Paramount Global, a

Delaware corporation, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and

JPMorgan Chase Bank, N.A., as administrative agent, as amended, restated, amended and restated, supplemented or otherwise modified

from time to time prior to the Closing Date.

The information provided in

Item 1.01 with respect to the Bridge Commitment Letter and the Bridge Commitments is incorporated into this Item 1.02 by reference insofar

as it relates to the termination of a material definitive agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided in

the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein.

Effect on Capital Stock of the Merger

At the Effective Time,

each share of Series A common stock, par value $0.01 per share of WBD (the “WBD Common Stock”) issued and

outstanding immediately prior to the Effective Time (other than shares of WBD Common Stock canceled for no consideration in

accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger

Agreement) was automatically cancelled and converted into the right to receive an amount in cash equal to $31.00 plus the Ticking

Consideration, without interest (the “Merger Consideration”). The “Ticking Consideration” is an amount in

cash equal to $0.00277778 multiplied by the number of calendar days elapsed after September 30, 2026 to and including the Closing

Date. The aggregate Ticking Consideration payable with respect to shares of WBD Common Stock issued and outstanding immediately

prior to the Effective Time (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger

Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) was an amount in cash

equal to $41,886,975.78.

Treatment of Equity Awards in the Merger

At the Effective Time, each

option to purchase shares of WBD Common Stock granted under any WBD stock plan (a “WBD Option”) outstanding immediately prior

to the Effective Time that (x) by its terms vested as of the Effective Time or (y) was held by a former employee or service provider of

WBD ( a “Vested WBD Option”) was canceled and converted into the right to receive an amount in cash, without interest,

equal to the product obtained by multiplying (i) the excess of the Merger Consideration over the per-share exercise price for such Vested

WBD Option by (ii) the total number of shares of WBD Common Stock subject to such Vested WBD Option immediately prior to the Effective

Time.

At the Effective Time, each

WBD Option outstanding and unexercised immediately prior to the Effective Time and that was not a Vested WBD Option (an “Unvested

WBD Option”) with an exercise price per share of WBD Common Stock less than the Merger Consideration was assumed by the Company

and automatically converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by

multiplying (i) the excess of the Merger Consideration over the per-share exercise price for such Unvested WBD Option, by (ii) the total

number of shares of WBD Common Stock subject to such Unvested WBD Option immediately prior to the Effective Time (the “Unvested

WBD Option Consideration”), with such Unvested WBD Option Consideration remaining subject to the same terms and conditions (including

any applicable terms relating to accelerated vesting upon qualifying terminations of employment and timing and form of payment) that applied

to the corresponding Unvested WBD Option immediately prior to the Effective Time (except for terms rendered inoperative by reason of the

transactions contemplated by the Merger Agreement or for other administrative or ministerial changes as in the reasonable and good faith

determination of the Company were appropriate to conform the administration of the Unvested WBD Option Consideration amounts and were

not adverse to the holders of such Unvested WBD Options) with respect to receipt of the Unvested WBD Option Consideration.

At the Effective Time, each

WBD Option with an exercise price per share of WBD Common Stock that was equal to or greater than the Merger Consideration was canceled

without any cash payment or other consideration being made in respect thereof.

At the Effective Time, each

award of restricted stock units corresponding to shares of WBD Common Stock granted pursuant to any WBD stock plan, including performance

restricted stock units (a “WBD RSU”), outstanding immediately prior to the Effective Time that vested in accordance with its

terms as of the Effective Time or that was held by a non-employee member of the board of directors of WBD ( a “Vested WBD RSU”),

was canceled and converted into the right to receive the Merger Consideration with respect to each share of WBD Common Stock underlying

such Vested WBD RSU, with the number of shares of WBD Common Stock subject to such Vested WBD RSU granted with performance-based vesting

conditions determined based on the attainment of the applicable performance measures at the actual level of performance by the board of

directors of WBD or a committee thereof in the ordinary course of business and consistent with past practice.

At the Effective Time, each

WBD RSU outstanding immediately prior to the Effective Time and that was not a Vested WBD RSU (an “Unvested WBD RSU”) was

assumed by the Company and automatically converted into the contingent right to receive an amount in cash, without interest, equal to

the product of (i) the Merger Consideration, multiplied by (ii) the total number of shares of WBD Common Stock subject to such Unvested

WBD RSU immediately prior to the Effective Time (the “Unvested WBD RSU Consideration”), with such Unvested WBD RSU Consideration

remaining subject to the same terms and conditions (including any applicable terms relating to accelerated vesting upon qualifying terminations

of employment and timing and form of payment) that applied to the corresponding Unvested WBD RSU immediately prior to the Effective Time

(except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement or for other administrative

or ministerial changes as in the reasonable and good faith determination of the Company were appropriate to conform the administration

of the Unvested WBD RSU Consideration amounts and were not adverse to the holders of such Unvested WBD RSUs) with respect to receipt of

the Unvested WBD RSU Consideration.

At the Effective Time, the

total number of shares of WBD Common Stock subject to each Unvested WBD RSU with performance-based vesting conditions was determined by

assuming (i) in respect of such Unvested WBD RSUs for which the applicable performance period completed prior to the Effective Time, actual

performance, and (ii) in respect of such Unvested WBD RSUs for which the applicable performance period was not completed prior to the

Effective Time, achievement at the greater of (x) target performance and (y) actual performance extrapolated through the end of the applicable

performance period based on actual performance through the Closing Date, determined by the board of directors of WBD or a committee thereof

in good faith and consistent with past practice.

At the Effective Time, each

deferred stock unit of WBD (a “WBD DSU”) outstanding immediately prior to the Effective Time was assumed by the Company and

automatically converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (i)

the Merger Consideration by (ii) the number of shares of WBD Common Stock subject to such WBD DSU immediately prior to the Effective Time

(the “WBD DSU Consideration”), with such WBD DSU Consideration remaining subject to the same terms and conditions that applied

to the corresponding WBD DSU immediately prior to the Effective Time (including with respect to timing and form of payment).

At the Effective Time,

each notional investment unit with respect to shares of WBD Common Stock (a “WBD Notional Unit”) subject to WBD’s

Non-Employee Directors Deferral Plan or WBD’s Supplemental Retirement Plan (a “WBD DC Plan”) that was outstanding

immediately prior to the Effective Time was assumed by the Company and automatically converted into a notional unit with respect to

a number of shares of Class B Common Stock (a “SKYD Notional Unit”) equal to the product obtained by multiplying (i) the

Equity Award Exchange Ratio (as defined below) by (ii) the number of shares of WBD Common Stock subject to such WBD Notional Unit

immediately prior to the Effective Time, with each such SKYD Notional Unit remaining subject to the same terms and conditions that

applied to the corresponding WBD Notional Unit immediately prior to the Effective Time (including with respect to timing and form of

payment), as set forth in the applicable WBD DC Plan. The “Equity Award Exchange Ratio” was determined by dividing (i)

the Merger Consideration by (ii) the per share volume-weighted average trading price of the Class B Common Stock for the fifteen

consecutive trading days ending on (and including) the trading day that was three trading days prior to the Closing Date.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in

Item 1.01 with respect to the Notes, the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third

Supplemental Indenture, the Fourth Supplemental Indenture and the Credit Facilities is incorporated into this Item 2.03 by reference insofar

as it relates to the creation of a direct financial obligation.

Item 3.02 Unregistered Sales of Equity Securities.

The

information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein.

As previously disclosed in

the Company’s Current Report on Form 8-K filed on April 7, 2026, the rights to subscribe for shares of Class B Common Stock under

the subscription agreements entered into on February 27, 2026, between the Company and each of the Trust and RedBird, respectively, were

assigned to a syndicate of investors that included certain entities affiliated with the Trust and RedBird as well as certain PIPE Investors.

Pursuant to the terms of such assignments, the PIPE Investors subscribed on October 6, 2026, substantially

concurrently with the Closing, for 3,917,657,246

shares of Class B Common Stock at a purchase price of $12.00 per share. The shares of Class B Common Stock were not required to be registered

under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

The information provided

in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

President Appointment

On October 5, 2026, the

board of directors of the Company (the “Board”) appointed Andrew Brandon-Gordon as the Company’s President, effective as of the Closing. Mr. Brandon-Gordon will continue

to serve as a member of the Board. Prior to the Closing, Mr. Brandon-Gordon served as the Company’s Chief Strategy Officer and Chief

Operating Officer. Mr. Brandon-Gordon, age 62, also currently serves on the board of directors of

Harbor Lights Entertainment, Inc. From 2020 until joining the Company, Mr. Brandon-Gordon served as a Partner of RedBird Capital Partners

Management LLC, where he led the firm’s Technology, Media & Telecom investment vertical and its capital markets activities.  Mr.

Brandon-Gordon previously served as the Global Chairman of Investment Banking Services, Head of the West Region, Global Head of Media

and Telecommunications for the Technology, Media and Telecom Group and Co-Head of the One Goldman Sachs Family Office of Goldman Sachs

where he was employed from 1986 to 2020, and as a Partner of Goldman Sachs from 1998 until his retirement in 2020.

Assumption of WBD Stock Plans

Pursuant to the Merger Agreement,

at the Effective Time, the Company assumed the following equity incentive plans (collectively, the “WBD Stock Plans”): (i)

the Amended and Restated Warner Bros. Discovery, Inc. Stock Incentive Plan, (ii) the Warner Bros. Discovery, Inc. 2013 Incentive Plan

(as amended) and (iii) the Warner Bros. Discovery, Inc. 2005 Non-Employee Director Incentive Plan (as amended). As of the Effective

Time, all references to WBD or its predecessors or to WBD Common Stock in the WBD Stock Plans were deemed to be automatically amended

to be references to the Company and the Class B Common Stock, respectively, except where the context clearly dictates otherwise.

The WBD Stock Plans were terminated as of the Closing, except with respect to terms remaining applicable to the Unvested WBD Option Consideration,

Unvested WBD RSU Consideration and WBD DSU Consideration.

Amendment to the 2025 Plan

Effective as of the

Closing, the Board adopted the First Amendment (the “Plan Amendment”) to the Paramount Skydance Corporation 2025

Incentive Award Plan (the “2025 Plan”). The Plan Amendment changes the name of the 2025 Plan to the Skydance Corporation

2025 Incentive Award Plan and provides that shares which remained available for issuance under the Amended and Restated Warner Bros.

Discovery, Inc. Stock Incentive Plan immediately prior to the Closing (as adjusted by the Equity Award Exchange Ratio) may be used

for awards under the 2025 Plan and will not reduce the shares authorized for grant under the 2025 Plan, to the extent that awards

using such shares (i) are permitted without stockholder approval under applicable stock exchange rules, (ii) are made only

to legacy WBD service providers or individuals who become service providers to the Company following the Closing Date, and

(iii) are only granted under the 2025 Plan during the period commencing on the Closing Date and ending on June 3, 2034.

The

foregoing description of the Plan Amendment is qualified in its entirety by the full text of the Plan Amendment, which is filed herewith

as Exhibit 10.1 and is incorporated herein by reference.

Employment

Letter Amendments

On the Closing Date, the Company entered into amendments (each, an “Amendment”) to the employment letter agreements (each,

an “Employment Agreement”) with each of David Ellison, its Chief Executive Officer, Ynon Kreiz, its Co-Chief Executive Officer,

Mr. Brandon-Gordon, its President (formerly its Chief Strategy Officer and Chief Operating Officer), Dennis Cinelli, its Chief Financial

Officer, and Makan Delrahim, its Chief Legal Officer (each, an “Executive”).

The Amendments extended the employment terms for

Messrs. Ellison, Brandon-Gordon, Cinelli and Delrahim under their respective Employment Agreements through August 7, 2031, August 7, 2031,

January 15, 2032, and October 6, 2031, respectively. Pursuant to the Amendments, (i) the annual base salaries for Messrs. Ellison, Brandon-Gordon,

Cinelli and Delrahim increased to $5,000,000, $4,000,000, $3,400,000 and $4,000,000, respectively, on the Closing Date; (ii) target annual

bonuses increased to $5,000,000 (for Mr. Ellison) and $2,600,000 (for Messrs. Brandon-Gordon, Cinelli and Delrahim), effective as of the

Closing Date; and (iii) commencing with calendar year 2027, Messrs. Ellison, Brandon-Gordon, Cinelli and Delrahim will be eligible to

receive annual equity award(s) (“Annual Awards”) with an aggregate grant date value of $5,000,000, $1,400,000, $1,250,000

and $4,400,000, respectively (increasing for Annual Awards made in calendar year 2031 to $20,000,000, $13,400,000, $12,500,000 and $13,400,000,

respectively). In connection with the entrance into the Amendments, Messrs. Ellison, Brandon-Gordon, Cinelli and Delrahim were granted

awards of restricted stock units covering 104,167, 29,167, 26,042 and 91,667 shares of Class B Common Stock, respectively, under the 2025

Plan.

The Amendments also provide that if the applicable Executive’s employment is terminated by the Company without “cause”

or by the applicable Executive for “good reason” (each as defined in the respective Employment Agreement), he will be entitled

to accelerated vesting of a number of shares of Class B Common Stock subject to his then-outstanding Company equity awards that would

have otherwise vested through the 24 month anniversary of the date of termination (had his employment not terminated), subject to his

execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants. In addition, if the

applicable Executive’s employment is terminated due to the Executive’s death or “disability” (as defined in the

respective Employment Agreement), the Executive will be entitled to receive any earned, unpaid annual bonus for the fiscal year ending

immediately prior to the fiscal year in which the termination occurs. Mr. Brandon-Gordon’s Amendment also provides that in the event

of his “qualifying retirement” (as defined in the Amendment), he will be entitled to full accelerated vesting of his then-outstanding

Company equity awards, subject to his execution and non-revocation of a release of claims and continued compliance with applicable restrictive

covenants and the conditions of a qualifying retirement under the Amendment.

The foregoing description of the Amendments is qualified in

its entirety by the full text of the Amendments, which are filed herewith as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 and are incorporated

by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

October 5, 2026, and effective as of October 6, 2026, following the Closing, the Company

filed an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with

the Secretary of State of the State of Delaware, which reflects the Company’s change in name from “Paramount Skydance

Corporation” to “Skydance Corporation”, removes certain consent and designation rights and makes certain other administrative

changes (the “Charter Amendments”). The Charter Amendments contained in the Amended and Restated Certificate of Incorporation were

approved by the Board and holders of 100% of the shares of the Company’s Class A Common Stock, representing 100.0% of the voting

power of the Company’s outstanding capital stock, acting by written consent. The Amended and

Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated

by reference herein.

On October 5,

2026, and effective as of October 6, 2026, following the Closing, the Board adopted the Amended and Restated Bylaws of the Company (the

“Amended and Restated Bylaws”), which reflect the Charter Amendments. The Amended and Restated Bylaws are attached hereto

as Exhibit 3.2 and are incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

The

information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

Item 7.01 Regulation FD Disclosure

The

information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein.

On October 6, 2026, the Company

issued a press release announcing the completion of the transactions contemplated by the Merger Agreement, including the Merger. A copy

of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

The information contained

in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated

by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such

filing.

Item 9.01 Financial Statements and Exhibits.

The

information provided in the Explanatory Note and Item 2.03 of this Current Report on Form 8-K is incorporated by reference

herein.

(a) Financial statements of businesses or funds acquired.

The audited consolidated financial

statements and notes thereto contained in WBD’s Annual Report on Form 10-K for the year ended December 31, 2025 were previously

incorporated by reference to the Company’s Current Report on Form 8-K, filed on July 31, 2026, pursuant to Item 9.01(a) of Form

8-K.

The interim unaudited condensed

consolidated financial statements of WBD as of June 30, 2026 and for the three and six months ended June 30, 2026 and June 30, 2025, and

the notes related thereto were filed by WBD with the U.S. Securities and Exchange Commission on August 6, 2026, and are incorporated

by reference herein as Exhibit 99.3 hereto.

(b) Pro forma financial information.

The unaudited pro forma condensed

combined financial information for the Company, after giving effect to the Merger, certain other transactions and the adjustments described

therein, is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

None.

(d) Exhibits.

Exhibit

Number

Description

2.1

Agreement and Plan of Merger, dated February 27, 2026, by and among Warner Bros. Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Paramount Skydance Corporation filed March 2, 2026) (File No. 001-42791).

3.1

Amended and Restated Certificate of Incorporation of Skydance Corporation, effective as of October 6, 2026.

3.2

Amended and Restated Bylaws of Skydance Corporation, effective as of October 6, 2026.

4.1

Indenture dated as of October 5, 2026, by and between Paramount Skydance Corporation and Deutsche Bank Trust Company Americas.

4.2

Supplemental Indenture dated as of October 5, 2026, by and between Paramount Skydance Corporation and Deutsche Bank Trust Company Americas relating to the First Lien Senior Secured Notes.

4.3

Forms of First Lien Senior Secured Notes (each included in Exhibit A to Exhibit 4.2).

4.4

Supplemental Indenture dated as of October 5, 2026, by and between Paramount Skydance Corporation and Deutsche Bank Trust Company Americas relating to the Second Lien Dollar Senior Secured Notes.

4.5

Forms of Second Lien Dollar Senior Secured Notes (each included in Exhibit A to Exhibit 4.4).

4.6

Supplemental Indenture dated as of October 5, 2026, by and among Paramount Skydance Corporation, Deutsche Bank Trust Company Americas and Deutsche Bank AG, London Branch relating to the 2031 Second Lien Euro Senior Secured Notes.

4.7

Form of 2031 Second Lien Euro Senior Secured Note (included as Exhibit A to Exhibit 4.6).

4.8

Supplemental Indenture dated as of October 6, 2026, by and among Deutsche Bank Trust Company Americas and the guarantors party thereto relating to the guarantees of the First Lien Senior Secured Notes and the Second Lien Senior Secured Notes.

10.1#

First Amendment to the Paramount Skydance Corporation 2025 Incentive Award Plan.

10.2#

Amendment, dated as of October 6, 2026, to Employment Agreement, effective as of August 7, 2025, by and among Paramount Skydance Corporation,

Skydance Productions, LLC and David Ellison.

10.3#

Amendment, dated as of October 6, 2026, to Employment Agreement, effective as of October 5, 2026, by and among Paramount Skydance Corporation,

Paramount Global and Ynon Kreiz.

10.4#

Amendment, dated as of October 6, 2026, to Employment Agreement, effective as of August 7, 2025, by and among Paramount Skydance Corporation,

Paramount Global and Andrew Brandon-Gordon.

10.5#

Amendment, dated as of October 6, 2026, to Employment Agreement, effective as of January 15, 2026, by and among Paramount Skydance Corporation,

Paramount Global and Dennis Cinelli.

10.6#

Amendment, dated as of October 6, 2026, to Employment Agreement, dated as of October 6, 2025, by and among Paramount Skydance Corporation,

Paramount Global and Makan Delrahim.

10.7

Registration Rights Agreement, dated October 5, 2026, by and among Paramount Skydance Corporation and BofA Securities, Inc., Citigroup Global Markets Inc., and Apollo Global Securities, LLC, as representatives of the initial purchasers, relating to the First Lien Senior Secured Notes.

10.8+

Amendment No. 1 to the Credit Agreement, dated October 6, 2026, by and among Paramount Skydance Corporation, the lenders party thereto and Citibank, N.A., as Administrative Agent.

10.9+

Credit Agreement, dated as of April 7, 2026, by and among Paramount Skydance Corporation, the lenders from time to time party thereto and Citibank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Paramount Skydance Corporation filed April 9, 2026).

10.10+

Amended and Restated Registration Rights Agreement, dated as of October 6, 2026, by and among the Company, the investors party to the Initial Registration Rights Agreement, the Trust, certain affiliates of RedBird and the other parties thereto.

10.11

Form of Lock-Up Agreement.

99.1

Press Release, dated October 6, 2026.

99.2

Unaudited pro forma condensed combined financial statements of Skydance Corporation (f/k/a Paramount Skydance Corporation) as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025.

99.3

Interim unaudited condensed consolidated financial statements of Warner Bros. Discovery, Inc. as of June 30, 2026 and for the three and

six months ended June 30, 2026 and June 30, 2025, and the notes related thereto (incorporated by reference to Part I, Item 1 of the Warner

Bros. Discovery, Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (SEC File No. 001-34177)).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

+               Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental

copies of any of the omitted schedules upon request by the SEC.

#               Indicates a management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SKYDANCE CORPORATION

By:

/s/ Stephanie Kyoko McKinnon

Name:

Stephanie Kyoko McKinnon

Title:

General Counsel and Secretary

Date: October 6, 2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2626659d7_ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

PARAMOUNT SKYDANCE CORPORATION

Paramount Skydance Corporation., a corporation

organized and existing under and by virtue of the Delaware General Corporation Law (the “Corporation”), certifies as

follows:

1.             The

name of the Corporation is Paramount Skydance Corporation. The Corporation’s original Certificate of Incorporation was filed with

the Secretary of State of the State of Delaware on June 3, 2024 under the name New Pluto Global, Inc. and amended and restated

with the Secretary of State of the State of Delaware August 7, 2025.

2.             This

Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with Section 242 and 245 of the

Delaware General Corporation Law by the Directors and Stockholders of the Corporation.

3.             This

Amended and Restated Certificate of Incorporation shall be effective as of 9:00 a.m., Eastern time, on October 6, 2026.

4.             The

Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

Article I

Name

The name of this Corporation is Skydance Corporation.

Article II

Registered Office and Agent for Service

The registered office of the Corporation in the

State of Delaware is located at 251 Little Falls Drive, City of Wilmington, County of New Castle 19808. The name and address of the Corporation’s

registered agent for service of process in Delaware is:

Corporation Service Company

251 Little Falls Drive

Wilmington, Delaware 19808 County of New Castle

Article III

Corporate Purposes

The purpose of the Corporation is to engage in

any lawful act or activity for which corporations may be organized under the DGCL.

Article IV

Capital Stock

(1)            Shares,

Classes and Series Authorized. The total number of shares of all classes of capital stock which the Corporation shall have authority

to issue is 7,155,000,000 shares. The classes and the aggregate number of shares of stock of each class which the Corporation shall have

authority to issue are as follows:

(a)            55,000,000

shares of Class A Common Stock, $0.001 par value (“Class A Common Stock”).

(b)            7,000,000,000

shares of Class B Common Stock, $0.001 par value (“Class B Common Stock”).

shares of Preferred Stock, $0.001 par value (“Preferred Stock”).

(2)             Powers

and Rights of the Class A Common Stock and the Class B Common Stock. Except as otherwise expressly provided in this Amended

and Restated Certificate, all issued and outstanding shares of Class A Common Stock and Class B Common Stock shall be identical

and shall entitle the holders thereof to the same rights and powers.

(a)            Voting

Rights and Powers. Except as otherwise provided in this Amended and Restated Certificate or required by law, with respect to all matters

upon which stockholders are entitled to vote, the holders of the outstanding shares of Class A Common Stock shall vote together with

the holders of any other outstanding shares of capital stock of the Corporation entitled to vote, without regard to class, and every holder

of outstanding shares of Class A Common Stock shall be entitled to cast thereon one (1) vote in person or by proxy for each

share of Class A Common Stock standing in the holder’s name. The holders of shares of Class A Common Stock shall have

the relevant class voting rights and powers set forth in Section (2) of this Article IV. Except as otherwise required by

law, the holders of outstanding shares of Class B Common Stock shall not be entitled to any votes upon any questions presented to

stockholders of the Corporation, including, but not limited to, whether to increase or decrease the number of authorized shares of Class B

Common Stock.

(b)            Dividends.

Subject to the rights and preferences of any Preferred Stock set forth in any resolution or resolutions providing for the issuance of

such stock as set forth in Section (3) of this Article IV, the holders of Class A Common Stock and Class B Common

Stock shall be entitled to receive ratably such dividends, other than Share Distributions (as hereinafter defined), as may from time to

time be declared by the Board out of funds legally available therefor. The Board may, at its discretion, declare a dividend of any securities

of the Corporation or of any other corporation, limited liability company, partnership, joint venture, trust or other legal entity (a

“Share Distribution”) to the holders of shares of Class A Common Stock and Class B Common Stock (i) on

the basis of a ratable distribution of identical securities to holders of shares of Class A Common Stock and Class B Common

Stock or (ii) on the basis of a distribution of one class or series of securities to holders of shares of Class A Common Stock

and another class or series of securities to holders of Class B Common Stock, provided that the securities so distributed (and, if

the distribution consists of convertible or exchangeable securities, the securities into which such convertible or exchangeable securities

are convertible or for which they are exchangeable) do not differ in any respect other than (x) differences in their rights (other

than voting rights and powers) consistent in all material respects with differences between Class A Common Stock and Class B

Common Stock and (y) differences in their relative voting rights and powers, with holders of shares of Class A Common Stock

receiving the class or series of such securities having the higher relative voting rights or powers (without regard to whether such voting

rights or powers differ to a greater or lesser extent than the corresponding differences in the voting rights or powers of Class A

Common Stock and Class B Common Stock provided in Section (2)(a) of this Article IV). Notwithstanding the foregoing,

the Board may declare and pay a dividend (whether in cash, shares of stock of the Corporation or other property, including a Share Distribution)

to the holders of Class B Common Stock, and shall not be required to declare and pay a corresponding dividend to the holders of Class A

Common Stock, with the prior written consent or approval of the holders of all of the outstanding shares of Class A Common Stock.

of Assets Upon Liquidation. In the event the Corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily,

after there shall have been paid or set aside for the holders of all shares of the Preferred Stock then outstanding the full preferential

amounts to which they are entitled under this Article IV or the resolutions, as the case may be, authorizing the issuance of such

Preferred Stock, the net assets of the Corporation remaining thereafter shall be divided ratably among the holders of Class A Common

Stock and Class B Common Stock.

(3)            Conversion.

(a)            Optional

Conversion of Class A Common Stock. At any time, each holder of shares of Class A Common Stock may at such holder’s

option, convert any or all of such shares into 1.5 (the “Exchange Ratio”) shares of Class B Common

Stock by delivering written notice to the Corporation (an “Optional Class A Conversion Event”) (i) stating

that such holder desires to convert such shares into a number of shares of Class B Common Stock (it being understood that such number

of shares of Class B Common Stock shall be equal to the product of (x) the number of shares of Class A Common Stock subject

to the Optional Class A Conversion Event multiplied by (y) the Exchange Ratio, rounded to the nearest whole share), and

(ii) requesting that the Corporation issue all of such Class B Common Stock to the persons named therein, setting forth the

number of shares of Class B Common Stock to be issued to each such person (and, in the case of a request for registration in a name

other than that of such holder, providing proper evidence of succession, assignation or authority to transfer), accompanied by payment

of documentary, stamp or similar issue or transfer taxes, if any. The Corporation shall, as soon as practicable, issue and deliver to

such holder, or to the nominee or nominees of such holder, either (at such holder’s election) (1) a certificate or certificates

representing the number of shares of Class B Common Stock to which such holder shall be entitled upon such conversion (if shares

of Class B Common Stock are certificated) or (2) evidence that such shares of Class B Common Stock have been registered

in such holder’s name in book-entry form (if such shares of Class B Common Stock will be held in uncertificated form). Such

conversion shall be deemed effective immediately prior to the close of business on the date of such surrender of the shares of Class A

Common Stock to be converted following or contemporaneously with the provisions of written notices of such conversion election as required

by this Section (3)(a) of Article IV, the shares of Class B Common Stock issuable upon such conversion shall be deemed

to be outstanding as of such time, and the Person or Persons entitled to receive the shares of Class B Common Stock issuable upon

such conversion shall be deemed to be the record holder or holders of such shares of Class B Common Stock as of such time.

(b)           Reservation

of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class B

Common Stock, solely for the purpose of effecting the conversion of the shares of Class A Common Stock, as applicable, such number

of shares of Class B Common Stock as shall from time to time be sufficient to effect the conversion of all then-outstanding shares

of Class A Common Stock into shares of Class B Common Stock; and if at any time the number of authorized but unissued shares

of Class B Common Stock will not be sufficient to effect the conversion of all then-outstanding shares of Class A Common Stock,

the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued

shares of Class B Common Stock to such number of shares as will be sufficient for such purpose.

Adjustments. The Exchange Ratio, as well as the total number of shares of Common Stock deemed to be held by a Specified Stockholder

as of immediately following the consummation of the Transactions for purposes of the definition of Original Ownership Percentage, shall

be equitably adjusted to proportionally reflect any subdivision, reorganization, reclassification, recapitalization, stock split, reverse

stock split, combination, exchange of shares or other like change with respect to the Class A Common Stock or the Class B Common

Stock.

(4)           Powers

and Rights of the Preferred Stock. The Preferred Stock may be issued from time to time in one or more series, with such distinctive

serial designations as may be stated or expressed in the resolution or resolutions providing for the issuance of such stock adopted from

time to time by the Board; and in such resolution or resolutions providing for the issuance of shares of each particular series, the

Board is also expressly authorized to fix: the right to vote, if any, provided that the Corporation shall not issue any Preferred

Stock, or Preferred Stock that is convertible into or exchangeable for securities, that, in the aggregate with all other outstanding

shares of Preferred Stock, have the ability to elect a number of Directors constituting a majority of the Board unless the issuance of

such Preferred Stock shall have been approved by the holders of a majority of the outstanding shares of Class A Common Stock, voting

separately as a class; the consideration for which the shares of such series are to be issued; the number of shares constituting such

series, which number may be increased (except as otherwise fixed by the Board) or decreased (but not below the number of shares thereof

then outstanding) from time to time by action of the Board; the rate of dividends upon shares of such series and the times at which such

dividends shall be payable and the preference, if any, which such dividends shall have relative to dividends on shares of any other class

or classes or any other series of stock of the Corporation; whether such dividends shall be cumulative or non-cumulative, and, if cumulative,

the date or dates from which dividends on shares of such series shall be cumulative; the rights, if any, which the holders of shares

of such series shall have in the event of any voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets,

dissolution or winding up of the affairs of the Corporation; the rights, if any, which the holders of shares of such series shall have

to convert such shares into or exchange such shares for shares of any other class or classes or any other series of stock of the Corporation

or for any debt securities of the Corporation and the terms and conditions, including, without limitation, price and rate of exchange,

of such conversion or exchange; whether shares of such series shall be subject to redemption, and the redemption price or prices and

other terms of redemption, if any, for shares of such series including, without limitation, a redemption price or prices payable in shares

of Class A Common Stock or Class B Common Stock; the terms and amounts of any sinking fund for the purchase or redemption of

shares of such series; and any and all other powers, preferences and relative, participating, optional or other special rights and qualifications,

limitations or restrictions thereof pertaining to shares of such series permitted by law.

(5)            Issuance

of Class A Common Stock, Class B Common Stock and Preferred Stock. The Board may from time to time authorize by resolution

the issuance of any or all shares of Class A Common Stock, Class B Common Stock and Preferred Stock herein authorized in accordance

with the terms and conditions set forth in this Amended and Restated Certificate 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 any of the stockholders of the Corporation, except as otherwise

required by law.

Article V

Directors

(1)            General

Power of the Board of Directors. Except as provided herein, the property and business of the Corporation shall be controlled and

managed by or under the direction of its Board. In furtherance, and not in limitation, of the powers conferred by the laws of the State

of Delaware, the Board is expressly authorized (but subject to any approval rights set forth herein):

(a)            To

adopt, amend, alter, change or repeal the Bylaws; provided that no Bylaws hereafter adopted shall invalidate any prior act of the

Directors that would have been valid if such Bylaws had not been adopted;

(b)            To

determine the rights, powers, duties, rules and procedures that affect the power of the Board to manage and direct the property,

business and affairs of the Corporation, including, without limitation, the power to designate and empower committees of the Board, to

elect, appoint and empower the officers and other agents of the Corporation, and to determine the time and place of, and the notice requirements

for, Board meetings, as well as the manner of taking Board action; and

exercise all such powers and do all such acts as may be exercised by the Corporation, subject to the provisions of the laws of the State

of Delaware, this Amended and Restated Certificate, and the Bylaws.

(2)            Specified

Reserved Matters. In addition to any other approval of the stockholders of the Corporation or the Board required by this Amended

and Restated Certificate, the Bylaws or applicable law, until the first date on which none of the Specified Stockholders have an Original

Ownership Percentage of twenty percent (20%) or more, the prior approval (by vote or written consent) of the Specified Reserved Matter

Designees shall be required for the Corporation to, either directly or indirectly by merger, consolidation, division, operation of law,

or otherwise, take any of the following actions:

(a)            implement

any amendments to this Amended and Restated Certificate that would adversely affect the rights (economic or otherwise) of a Specified

Stockholder hereunder in a manner that is disproportionate as compared to the effect on the other Specified Stockholders or other holders

of Class A Common Stock or Class B Common Stock, as applicable (disregarding, for this purpose, any tax impact specific to any

individual holder of Common Stock); provided that any amendment to this Section (2), Section (8) or Section (9) of

Article V that is adverse to a Specified Stockholder shall be deemed to adversely affect the rights of such Specified Stockholder

in a manner that is disproportionate as compared to the effect on the other Specified Stockholders or other holders of Class A Common

Stock or Class B Common Stock, as applicable; or

(b)            other

than in accordance with this Amended and Restated Certificate or the Bylaws, (i) purchase, redeem, acquire or repurchase any shares

of Common Stock or other equity interests of the Corporation (other than a pro rata purchase or offer made to all holders of the applicable

equity interests or pursuant to a customary employee stock purchase plan or similar stock purchase plan, employment or service agreement,

restrictive covenant agreement, or employee equity plan) or (ii) declare or pay any Share Distribution (other than distributions

or dividends made pro rata to all holders of the applicable securities and other than any dividends or distributions between the Corporation

and any of its wholly owned subsidiaries).

(3)            Number

of Directors. Unless and except to the extent that the Bylaws shall so require, the election of the Directors need not be by written

ballot. Subject to the rights of the holders of any series of Preferred Stock to elect Directors, the number of Directors which shall

constitute the whole Board shall be fixed exclusively by one or more resolutions adopted from time to time by the Board; provided,

that such precise number shall be consistent with the terms of Section (4) of this Article V. Subject to the rights

of the holders of any series of Preferred Stock to elect Directors, a Director shall be elected to hold office until the next annual

meeting of stockholders of the Corporation or until his or her successor is duly elected and qualified, subject, however, to prior death,

resignation, incapacitation or removal in accordance with the provisions of this Amended and Restated Certificate.

(4)            Nomination

Rights. Subject to Section (5) of this Article V, the Corporation shall take all Necessary Action to cause the slate

of nominees recommended by the Corporation for election as Directors to be consistent with the following clauses (a) through (f):

(a)            Ellison.

(i)             For

so long as Ellison has an Original Ownership Percentage of at least fifty percent (50%), Ellison shall be entitled to nominate for election

to the Board five (5) individuals. Ellison shall have the right to designate each individual it nominates for election to the Board

pursuant to this clause (i) as either an “Ellison Designee” or a “Low-Vote Designee.” If Ellison fails

to make such designation for any such nominee, such nominee shall be deemed to be a Low-Vote Designee.

(ii)           For

so long as Ellison has an Original Ownership Percentage of at least twenty-five percent (25%) but less than fifty percent (50%), Ellison

shall be entitled to nominate for election to the Board three (3) Low-Vote Designees.

(iii)           For

so long as Ellison has an Ownership Percentage of at least five percent (5%) but an Original Ownership Percentage less than twenty five

percent (25%), Ellison shall be entitled to nominate for election to the Board two (2) Low-Vote Designees.

(b)           RedBird.

RedBird shall maintain the right to nominate for election to the Board one (1) RedBird Designee for so long as it has either (x) an

Ownership Percentage of at least five percent (5%) or (y) in respect of directly or indirectly owned Class A Common Stock,

an Original Ownership Percentage of not less than one hundred percent (100%).

The Corporation shall cause the nomination of the person who, as of the date of nomination, is then-serving as President of the Corporation

(provided, however, that if, as of the date of such nomination, the person then-serving as President is not expected to

be in office as the President as of the date of the relevant meeting, the Corporation shall not be required to nominate such person and

may instead nominate such person, if any, who is expected to be serving as President (or interim President) as of the date of such meeting)

if such person is not also the Chief Executive Officer of the Corporation as of the date of nomination (and is not expected to be in office

as the Chief Executive Officer as of the date of the relevant meeting).

(d)           Chief

Executive Officer. In the event that David Ellison no longer serves as Chief Executive Officer of the Corporation, the Corporation

shall cause the nomination of the person who, as of the date of nomination, is then-serving as Chief Executive Officer of the Corporation

(provided, however, that if, as of the date of such nomination, the person then-serving as Chief Executive Officer is not

expected to be in office as the Chief Executive Officer as of the date of the relevant meeting, the Corporation shall not be required

to nominate such person and may instead nominate such person, if any, who is expected to be serving as Chief Executive Officer (or interim

Chief Executive Officer) as of the date of such meeting).

(e)           Independent

Directors. The Corporation shall cause the nomination of up to three (3) Independent Directors upon the recommendation of the

Corporation’s nominating and corporate governance committee following customary public company practices to the extent necessary

to satisfy the Listing Standards and the Securities and Exchange Commission independent audit committee requirements for listed issuers,

subject to any available exceptions. For the avoidance of doubt, this Section shall not preclude the nomination of additional Independent

Directors as the Board may determine from time to time.

(f)            Assignment

of Nomination Right. RedBird’s right to nominate one (1) individual for election to the Board, along with the right

to remove, replace or otherwise designate any director of the Board, is personal to RedBird and may not be assigned or delegated to any

Person (by contract or otherwise).

For purposes of this Article V, “Necessary

Action” shall mean all actions (to the extent such actions are not prohibited by applicable law and are within the Corporation’s

control, and in the case of any action that requires a vote or other action on the part of the Board to the extent such action is consistent

with fiduciary duties that the Corporation’s Directors may have in such capacity) necessary to cause such result, including (v) calling

meetings of stockholders or soliciting written consents of stockholders (as permitted by this Amended and Restated Certificate), (w) assisting

in preparing or furnishing forms of ballots, proxies, consents or similar instruments, if applicable, in each case, with respect to shares

of Common Stock, and facilitating the collection or processing of such ballots, proxies, consents or instruments, (x) executing agreements

and instruments, (y) making, or causing to be made, with any government, governmental department or agency, or political subdivision

thereof, all filings, registrations, or similar actions that are required to achieve such result, and (z) nominating or appointing,

or taking steps to cause the nomination or appointment of, certain persons (including to fill vacancies) and providing the highest level

of support for the election or appointment of such persons to the Board or any committee thereof, including in connection with the annual

or special meeting of stockholders of the Corporation.

(5)            Specified

Stockholder Nominees. If the nominating and corporate governance committee of the Corporation (or a similar committee serving the

nominating function) determines in good faith that a Specified Stockholder Designee (including any replacement designated pursuant to

Section (9) of this Article V) (a) is not qualified to serve on the Board consistent with such committee’s

duly adopted policies and procedures applicable to all directors or (b) does not satisfy the applicable Listing Standards regarding

service as a director, the applicable Specified Stockholder shall have the right to designate a different Specified Stockholder Designee.

(6)           Executive

Chair. Notwithstanding anything herein to the contrary, until the first date on which Ellison is no longer entitled to nominate for

election to the Board any Ellison Designee or Low-Vote Designee pursuant to Section (4) of this Article V, Ellison shall

have the right to designate the Chair, who shall initially be David Ellison. David Ellison shall serve an initial term as Chair until

the earliest of (a) two (2) years following the Effective Date and (b) his death, resignation, or incapacitation. Any

vacancy in the Chair shall be filled by Ellison.

(7)            Board

Actions. Voting. Except as otherwise required by this Amended and Restated Certificate, the Bylaws, applicable law or the Listing

Standards, any action of the Board or any committees thereof shall require approval by the affirmative vote of Directors holding a majority

of the voting power of the Directors (or a majority of the voting power of the Directors on such committee, as applicable) at a meeting

at which a quorum is present. Each Director (except for the Ellison Designees, but including any Low-Vote Designee) shall be entitled

to one (1) vote; provided, that, for so long as Ellison holds an Original Ownership Percentage of at least fifty percent

(50%), each Ellison Designee (which shall not include any Low-Vote Designee) shall each have a number of votes on any matter presented

to the Board or any committee thereof equal to one more than the total number of Directors of the whole Board or committee thereof, as

applicable. For the avoidance of doubt, if Ellison ceases to have an Original Ownership Percentage of at least fifty percent (50%), then

each Ellison Designee shall be entitled to one (1) vote on any matter presented to the Board or any committee thereof.

(8)            Removal

of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect Directors and the remainder of this

Section (8) of Article V, the Board or any individual Director may be removed from office at any time, with or without

cause, by the affirmative vote of the holders of capital stock representing a majority of the voting power of all of the then-outstanding

shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class. Notwithstanding the foregoing

or anything to the contrary set forth in this Amended and Restated Certificate or the Bylaws, (a) each Specified Stockholder shall

have the exclusive right to remove at any time with or without cause its respective Specified Stockholder Designees from the Board, (b) the

shares of Common Stock held by the applicable Specified Stockholder shall be the only shares entitled to vote on the removal without

cause of any of its respective Specified Stockholder Designees, and the shares of Common Stock owned by any other stockholders as of

the record date for determining stockholders entitled to vote thereon shall have no voting rights on such matter, and (c) the Corporation

shall take all Necessary Action to facilitate the removal of any Specified Stockholder Designee from the Board at the request of the

Specified Stockholder that nominated such Specified Stockholder Designee.

(9)            Vacancies

and Newly Created Directorships. Subject to the rights of the holders of any series of Preferred Stock to elect Directors and the

remainder of this Section (9) of Article V, any newly created directorship that results from an increase in the number

of Directors or any vacancy on the Board that results from the death, disability, resignation, disqualification, or removal of any Director

or from any other cause shall be filled solely by the affirmative vote of the Directors holding a majority of the voting power of the

Board, even if less than a quorum. Any Director so chosen shall hold office until the next election of Directors and until his or her

successor shall be duly elected and qualified or until such Director’s earlier death, disqualification, resignation, or removal.

Notwithstanding the foregoing, the applicable Specified Stockholder shall have the exclusive right to fill any vacancy with a Specified

Stockholder Designee in the event that such vacancy is created at any time by the death, removal, disqualification or resignation of

any Director designated by such Specified Stockholder pursuant to this Amended and Restated Certificate, and the vacancy so created may

be filled solely by the Specified Stockholder, and may not be filled by the Board or any other person. The Corporation shall take all

Necessary Action to facilitate the appointment of such replacement Specified Stockholder Designee designated by the applicable Specified

Stockholder as promptly as practicable after such designation. For the avoidance of doubt, no Specified Stockholder shall have the right

to designate a replacement director to fill any vacancy, and the Corporation shall not be required to take any action to cause any such

vacancy to be filled, to the extent the election or appointment of such Specified Stockholder Designee to the Board would result in a

number of Specified Stockholder Designees nominated by such Specified Stockholder and then serving on the Board in excess of the number

of Specified Stockholder Designees that such Specified Stockholder is then entitled to nominate for membership on the Board pursuant

to this Article V.

Article VI

Meeting of Stockholders

(1)            Action

by Consent. Subject to any approvals that may be required under Section (2) of Article V, any action required or permitted

to be taken by the stockholders of the Corporation may be effected by the written consent of the holders of outstanding capital stock

of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting

at which all shares entitled to vote thereon were present and voted.

(2)            Special

Meetings of Stockholders. Subject to any special rights of the holders of any series of Preferred Stock, this Amended and Restated

Certificate, the Bylaws, and the requirements of applicable law, special meetings of stockholders of the Corporation may be called only

by or at the direction of (i) the Board, (ii) the Chair, (iii) the Chief Executive Officer or (iv) any holder of

twenty-five percent (25%) or more of the total voting power of the outstanding shares of capital stock of the Corporation. Any business

transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice

of meeting.

Article VII

Indemnification of Directors and Officers

(1)            Right

to Indemnification. The Corporation shall indemnify any person who was or is involved in or is threatened to be involved in any threatened,

pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that

such Person is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director,

officer (including, without limitation, a trustee), employee or agent of another corporation, limited liability company, partnership,

joint venture, trust or other enterprise (such Person, an “Indemnitee”), to the fullest extent authorized by the DGCL,

as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires,

only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the

Corporation to provide prior to such amendment), against judgments, fines, amounts paid in settlement and expenses (including, without

limitation, attorneys’ fees), actually and reasonably incurred by such person in connection with such action, suit or proceeding.

Notwithstanding the foregoing, except as provided in Section (8) of this Article VII with respect to proceedings to enforce

rights to indemnification and advancement of expenses, the Corporation shall indemnify an Indemnitee in connection with a proceeding

(or part thereof) initiated by the Indemnitee, if and only if the Board authorized the bringing of the action, suit or proceeding (or

part thereof) in advance of the commencement of the proceeding.

(2)            Successful

Defense. To the extent that an indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding

referred to in Section (1) of this Article VII, or in defense of any claim, issue or matter therein, such indemnitee shall

be indemnified against expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred by the indemnitee

in connection therewith.

(3)            Advance

Payment of Expenses. Expenses (including attorneys’ fees) incurred by a present or former Director or officer of the Corporation

in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance

of the final disposition of such action, suit or proceeding; provided, however, that, to the extent required by the DGCL,

as the same exists or may hereafter be amended, a present Director or officer of the Corporation shall be required to submit to the Corporation,

prior to the payment of such expenses, an undertaking (an “undertaking”) by or on behalf of such Director or officer

to repay such amount if it shall ultimately be determined in a final, non-appealable judicial decision that such Director or officer

is not entitled to be indemnified by the Corporation for such expenses as authorized in this Article VII; provided, further,

that a former Director or officer of the Corporation shall be required to submit to the Corporation, prior to the payment of such expenses,

an undertaking to the extent an undertaking would be required of a present Director or officer of the Corporation pursuant to this Section (3) of

Article VII.

(4)            Not

Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VII

shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled

under any statute, bylaw, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in such person’s

official capacity and as to action in another capacity while holding such office. Without limiting the foregoing, the Corporation is

authorized to enter into an agreement with any Director or officer of the Corporation providing indemnification for such person against

expenses, including, without limitation, attorneys’ fees, judgments, fines and amounts paid in settlement that result from any

threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, including, without

limitation, any action, suit or proceeding by or in the right of the Corporation, that arises by reason of the fact that such person

is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of

another corporation, limited liability company, partnership, joint venture, trust or other enterprise, to the fullest extent allowed

by law, except that no such agreement shall provide for indemnification for any actions that constitute fraud, actual dishonesty or willful

misconduct.

(5)            Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Corporation, or

is or was serving at the request of the Corporation as a director or officer of another corporation, limited liability company, partnership,

joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity,

or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against

such liability under the provisions of this Article VII.

(6)            Jointly

Indemnifiable Claims. Given that certain claims may be jointly indemnifiable (“Jointly Indemnifiable Claims”)

by the Corporation, its Controlled Entities (as defined below) or Indemnitee-Related Entities (as defined below) in respect of the service

of Indemnitee as a Director and/or officer of the Corporation and/or a director, officer, employee, consultant, fiduciary or agent of

other corporations, limited liability companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled

by the Corporation (the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in

any such capacity, the Corporation acknowledges and agrees that the Corporation shall, and to the extent applicable shall cause the Controlled

Entities to, be fully and primarily responsible for the payment to the Indemnitee in respect of indemnification or advancement of expenses

in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as applicable) the terms of (a) the

DGCL, (b) this Amended and Restated Certificate or the Bylaws, (c) any other agreement between the Corporation or any Controlled

Entity and the Indemnitee pursuant to which the Indemnitee is indemnified, (d) the laws of the jurisdiction of incorporation or

organization of any Controlled Entity and/or (e) the certificate of incorporation, certificate of organization, bylaws, partnership

agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents

of any Controlled Entity ((a) through (e) collectively, the “Indemnification Sources”), irrespective of

any right of recovery the Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall the Corporation or any

Controlled Entity be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement

or recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee

or the obligations of the Corporation or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related

Entities shall make any payment to the Indemnitee in respect of indemnification or advancement of expenses with respect to any Jointly

Indemnifiable Claim, (i) the Corporation shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the

Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such Indemnitee-Related

Entity, (ii) to the extent not previously and fully reimbursed by the Corporation and/or any Controlled Entity pursuant to clause (i),

the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all

of the rights of recovery of the Indemnitee against the Corporation and/or any Controlled Entity or under any insurance policy, as applicable,

and (iii) the Indemnitee and the Corporation and, as applicable, any Controlled Entity shall execute all papers reasonably required

and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary

to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Corporation and the Indemnitee agree

that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section (6) of Article VII.

(7)            Certain

Definitions. For the purposes of this Article VII, (a) any Director, officer or employee of the Corporation who shall serve

or has served as a director or officer of any other corporation, limited liability company, partnership, joint venture, trust or other

enterprise of which the Corporation, directly or indirectly, is or was a stockholder or creditor, or in which the Corporation is or was

in any way interested, or (b) any current or former director or officer of any subsidiary corporation, limited liability company,

partnership, joint venture, trust or other enterprise wholly owned by the Corporation, shall be deemed to be serving as such director

or officer at the request of the Corporation, unless the Board shall determine otherwise. In all other instances where any person shall

serve or has served as a director or officer of another corporation, limited liability company, partnership, joint venture, trust or

other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is

not otherwise established that such person is or was serving as such director or officer at the request of the Corporation, the Board

may determine whether such service is or was at the request of the Corporation, and it shall not be necessary to show any actual or prior

request for such service. For purposes of this Article VII, references to a corporation include all constituent corporations absorbed

in a consolidation or merger (including any constituent of a constituent) as well as the resulting or surviving corporation so that any

person who is or was a director or officer of such a constituent corporation, or is or was serving at the request of such constituent

corporation as a director or officer of another corporation, limited liability company, partnership, joint venture, trust or other enterprise,

shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation

as such person would if such person had served the resulting or surviving corporation in the same capacity. For purposes of this Article VII,

references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any

excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation”

shall include any service as a Director or officer of the Corporation which imposes duties on, or involves services by, such Director

or officer with respect to an employee benefit plan, its participants, or beneficiaries, and a person who acted in good faith and in

a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall

be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VII.

“Indemnitee-Related Entities” means any company, corporation, limited liability company, partnership, joint venture,

trust, employee benefit plan or other enterprise (other than the Corporation, any Controlled Entity or the insurer under and pursuant

to an insurance policy of the Corporation or any Controlled Entity) from whom an Indemnitee may be entitled to indemnification or advancement

of expenses with respect to which, in whole or in part, the Corporation or any Controlled Entity may also have an indemnification or

advancement obligation.

(8)            Proceedings

to Enforce Rights to Indemnification.

(a)            If

a claim under Section (1) of this Article VII is not paid in full by the Corporation within sixty (60) days after a written

claim has been received by the Corporation, or a claim under Section (3) of this Article VII is not paid in full by the

Corporation within thirty (30) days after a written claim has been received by the Corporation, the indemnitee may at any time thereafter

bring suit against the Corporation to recover the unpaid amount of the claim.

Any such written claim under Section (1) of

this Article VII shall include such documentation and information as is reasonably available to the indemnitee and reasonably necessary

to determine whether and to what extent the indemnitee is entitled to indemnification. Any written claim under Sections (1), (2) and

(3) of this Article VII shall include reasonable documentation of the expenses incurred by the indemnitee.

(b)            If

successful in whole or in part in any suit brought pursuant to Section (8)(a) of this Article VII, or in a suit brought

by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled

to be paid and indemnified for the expense of prosecuting or defending such suit.

(i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee

to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover

an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final

adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of

the Corporation (including its Directors who are not parties to such action, a committee of such Directors, independent legal counsel

or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper

in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination

by the Corporation (including its Directors who are not parties to such action, a committee of such Directors, independent legal counsel

or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee

has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In

any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation

to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled

to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

(9)            Preservation

of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless

otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director or officer of the Corporation,

or has ceased to serve at the request of the Corporation as a director or officer of another corporation, limited liability company,

partnership, joint venture, trust or other enterprise, and shall inure to the benefit of the heirs, executors and administrators of such

a person. Any repeal or modification of this Article VII by the stockholders of the Corporation entitled to vote thereon shall not

adversely affect any right or protection of a Director or officer of the Corporation, or any person serving at the request of the Corporation

as a director or officer of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, existing

at the time of such repeal or modification.

Article VIII

Director and Officer Liability to the Corporation

(1)            Limitation

on Director and Officer Liability. A Director’s or an officer’s personal liability to the Corporation and its stockholders

for breach of fiduciary duty as a Director or officer, as applicable, shall be limited to the fullest extent permitted by Delaware law.

In particular, no Director or officer of the Corporation shall be liable to the Corporation or any of its stockholders for monetary damages

for breach of fiduciary duty as a director or officer, except for liability (a) for any breach of the Director’s or officer’s

duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional

misconduct or a knowing violation of law, (c) for any transaction from which the Director or officer derived an improper personal

benefit, (d) in the case of a Director, under Section 174 of the DGCL, as the same exists or hereafter may be amended, or (e) in

the case of an officer, in any action by or in the right of the Corporation. For purposes of this Article VIII, “officer”

shall have the meaning ascribed to it in Section 102(b)(7) of the DGCL.

(2)            Repeal

or Modification. Any repeal or modification of the foregoing Section (1) of this Article VIII by the stockholders

of the Corporation entitled to vote thereon shall not adversely affect any right or protection of a Director or an officer of the Corporation

existing at the time of such repeal or modification.

(3)            Amendment.

If the DGCL is amended to authorize corporate action further eliminating or limiting the liability of directors or officers, then a Director

or officer of the Corporation shall be free of liability to the fullest extent permitted by the DGCL, as so amended.

Article IX

Reservation of Right to Amend Certificate of Incorporation

(1)           Reservation

of Right to Amend. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and

Restated Certificate in the manner now or hereafter prescribed by law, and all the provisions of this Amended and Restated Certificate

and all rights and powers conferred in this Amended and Restated Certificate on stockholders, Directors and officers are subject to this

reserved power.

(2)            Construction.

Each reference in this Amended and Restated Certificate to “the Amended and Restated Certificate,” “hereunder,”

“hereof,” or words of like import and each reference to the Amended and Restated Certificate set forth in any amendment to

the Amended and Restated Certificate shall mean and be a reference to the Amended and Restated Certificate, as supplemented and amended

through such amendment to the Amended and Restated Certificate.

Article X

Stock Ownership

and the Federal Communications Laws

(1)            Restrictions

on Stock Ownership or Transfer. As contemplated by this Article X, the Corporation may restrict the ownership, or proposed ownership,

of shares of capital stock of the Corporation by any person if such ownership or proposed ownership (a) is or could be inconsistent

with, or in violation of, any provision of the Federal Communications Laws (as hereinafter defined), (b) limits or impairs or could

limit or impair any business activities or proposed business activities of the Corporation under the Federal Communications Laws or (c) subjects

or could subject the Corporation to any regulation under the Federal Communications Laws to which the Corporation would not be subject

but for such ownership or proposed ownership (clauses (a), (b) and (c) collectively, “FCC Regulatory Limitations”).

For purposes of this Article X, the term “Federal Communications Laws” shall mean any law of the United States

now or hereafter in effect (and any regulation thereunder), including, without limitation, the Communications Act of 1934, as amended

(the “Communications Act”), and regulations thereunder, pertaining to the ownership and/or operation or regulating

the business activities of (x) any television or radio station, daily newspaper, cable television system or other medium of mass

communications or (y) any provider of programming content to any such medium.

(2)            Requests

for Information. If the Corporation believes that the ownership or proposed ownership of shares of capital stock of the Corporation

by any person may result in an FCC Regulatory Limitation, such person shall furnish promptly to the Corporation such information (including,

without limitation, information with respect to citizenship, other ownership interests and affiliations) as the Corporation shall request.

(3)            Denial

of Rights, Refusal to Transfer. If (a) any person from whom information is requested pursuant to Section (2) of this

Article X should not provide all the information requested by the Corporation, or (b) the Corporation shall conclude that a

stockholder’s ownership or proposed ownership of, or that a stockholder’s exercise of any rights of ownership with respect

to, shares of capital stock of the Corporation results or could result in an FCC Regulatory Limitation, then, in the case of either clause (a) or

clause (b), the Corporation may (i) refuse to permit the transfer of shares of capital stock of the Corporation to such proposed

stockholder, (ii) suspend those rights of stock ownership the exercise of which causes or could cause such FCC Regulatory Limitation,

(iii) require the conversion of any or all shares of Class A Common Stock held by such stockholder into an equal number of

shares of Class B Common Stock, (iv) redeem such shares of capital stock of the Corporation held by such stockholder in accordance

with the terms and conditions set forth in this Section (3) of Article X, and/or (v) exercise any and all appropriate

remedies, at law or in equity, in any court of competent jurisdiction, against any such stockholder or proposed transferee, with a view

towards obtaining such information or preventing or curing any situation which causes or could cause an FCC Regulatory Limitation; provided,

that, if the ownership or proposed ownership or the exercise of any rights of ownership by any stockholder or proposed transferee results

or could result in an FCC Regulatory Limitation as a result of the aggregation of ownership or proposed ownership of capital stock of

the Corporation by two or more stockholders and/or proposed transferee, between any such stockholders and transferee, the Corporation

shall enforce its rights in clauses (i) through (v) above against, first, any such proposed transferee and, second, against

each stockholder in the order in which each stockholder acquired ownership of such capital stock, beginning with the stockholder that

most recently acquired ownership. Any such refusal of transfer or suspension of rights pursuant to clauses (i) and (ii), respectively,

of the immediately preceding sentence shall remain in effect until the requested information has been received and the Corporation has

determined that such transfer, or the exercise of such suspended rights, as the case may be, will not result in an FCC Regulatory Limitation.

The terms and conditions of redemption pursuant to clause (iv) of this Section (3) of Article X shall be as

follows:

(i)            the

redemption price of any shares to be redeemed pursuant to this Section (3) of Article X shall be equal to the Fair Market

Value (as hereinafter defined) of such shares;

(ii)            the

redemption price of such shares may be paid in cash, Redemption Securities (as hereinafter defined) or any combination thereof;

(iii)          if

less than all such shares are to be redeemed, the shares to be redeemed shall be selected in such manner as shall be determined by the

Board, which may include selection first of the most recently purchased shares thereof, selection by lot or selection in any other manner

determined by the Board;

(iv)          at

least fifteen (15) days’ written notice of the Redemption Date (as hereinafter defined) shall be given to the record holders of

the shares selected to be redeemed (unless waived in writing by any such holder); provided that the Redemption Date may be the

date on which written notice shall be given to record holders if the cash or Redemption Securities necessary to effect the redemption

shall have been deposited in trust for the benefit of such record holders and subject to immediate withdrawal by them upon surrender of

the stock certificates for their shares to be redeemed;

(v)           from

and after the Redemption Date, any and all rights of whatever nature in respect of the shares selected for redemption (including, without

limitation, any rights to vote or participate in dividends declared on stock of the same class or series as such shares), shall cease

and terminate and the holders of such shares shall thenceforth be entitled only to receive the cash or Redemption Securities payable upon

redemption; and

(vi)          such

other terms and conditions as the Board shall determine.

For purposes of this Section (3) of Article X:

(A)          “Fair

Market Value” shall mean, with respect to a share of the Corporation’s capital stock of any class or series, the volume

weighted average sales price for such a share on the New York Stock Exchange or, if such stock is not listed on such exchange, on the

principal U.S. registered securities exchange on which such stock is listed, during the thirty (30) most recent days on which shares of

stock of such class or series shall have been traded preceding the day on which notice of redemption shall be given pursuant to this Section (3) of

Article X; provided, however, that if shares of stock of such class or series are not traded on any securities exchange,

“Fair Market Value” shall be determined by the Board in good faith; and provided, further, that “Fair

Market Value” as to any stockholder who purchased stock within 120 days of a Redemption Date need not (unless otherwise determined

by the Board) exceed the purchase price paid.

(B)            “Redemption

Date” shall mean the date fixed by the Board for the redemption of any shares of stock of the Corporation pursuant to this Section (3) of

Article X.

Securities” shall mean any debt or equity securities of the Corporation, any subsidiary of the Corporation or any other corporation

or other entity, or any combination thereof, having such terms and conditions as shall be approved by the Board and which, together with

any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the

Board (which may be a firm which provides other investment banking, brokerage or other services to the Corporation), has a value, at the

time notice of redemption is given pursuant to this Section (3) of Article X, at least equal to the Fair Market Value of

the shares to be redeemed pursuant to this Section (3) of Article X (assuming, in the case of Redemption Securities to

be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).

(4)            Legends.

The Corporation shall instruct the Corporation’s transfer agent that the shares of capital stock of the Corporation are subject

to the restrictions set forth in this Article X and such restrictions shall be noted conspicuously on the certificate or certificates

representing such capital stock or, in the case of uncertificated securities, contained in the notice or notices sent as required by

applicable law.

(5)            Certain

Definitions. For purposes of this Article X, the word “person” shall include not only natural persons but partnerships

(limited or general), associations, corporations, limited liability companies, joint ventures and other legal entities, and the word

“regulation” shall include not only regulations but rules, published policies and published controlling interpretations by

an administrative agency or body empowered to administer a statutory provision of the Federal Communications Laws.

Article XI

Compromise and Reorganization

Whenever a compromise or arrangement is proposed

between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them,

any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any

creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions

of Section 291 of Title 8 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed

for this Corporation under the provisions of Section 279 of Title 8 of the DGCL order a meeting of the creditors or class of

creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner

as the said court directs. If a majority in number representing three-fourths (3/4ths) in value of the creditors or class of creditors,

and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agrees to any compromise or arrangement and

to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the

said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or

class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this

Corporation.

Article XII

Miscellaneous

(1)            DGCL

Section 203 and Business Combinations. The Corporation hereby expressly elects not to be governed by Section 203 of the

DGCL.

(2)            Corporate

Opportunities.

(a)            Subject

to the applicable parties’ rights and obligations under any other contractual arrangement, in recognition and anticipation that

(i) certain directors, principals, officers, employees, members and/or other representatives of Ellison, RedBird, and any Equity

Investor (as defined in the Transaction Agreement) and their respective Affiliates (collectively, the “Applicable Parties”)

may serve as Directors, officers or agents of the Corporation, (ii) the Applicable Parties may now engage and may continue to engage

in any transaction or matter that may be an investment, corporate, business or other opportunity or offer a prospective economic or competitive

advantage in which the Corporation or any of its controlled Affiliates (as defined below), directly or indirectly, could have an interest

or expectancy (a “Competitive Opportunity”) or may otherwise (1) compete with the Corporation or its controlled

Affiliates, directly or indirectly, (2) do business or otherwise transact with any potential or actual customer, supplier or other

business relation of the Corporation or any of its controlled Affiliates and (3) employ or otherwise engage any officer, employee

or other service provider of the Corporation or any of its controlled Affiliates and (iii) members of the Board who are not officers

or employees of the Corporation or their respective Affiliates may desire to participate, invest or otherwise engage in certain Competitive

Opportunities, the provisions of this Article XII are set forth to regulate and define the conduct of certain affairs of the Corporation

with respect to certain classes or categories of opportunities as they may involve any of the Applicable Parties and their respective

Affiliates and the powers, rights, duties and liabilities of the Corporation and its Directors, officers and stockholders in connection

therewith.

(b)           Subject

to the applicable parties’ rights and obligations under any other contractual arrangement, each of the Applicable Parties and any

past or present directors, principals, officers, employees, members, equityholders, and/or other representatives of the Applicable Parties

that may serve as Directors, officers, employees or agents of the Corporation, and each of their Affiliates (such Persons being referred

to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to

the fullest extent permitted by law, not have any duty whatsoever to refrain from directly or indirectly (i) participating or otherwise

engaging in any Competitive Opportunity, (ii) otherwise competing with the Corporation or any of its controlled Affiliates, (iii) otherwise

doing business or transacting with any potential or actual customer, supplier or other business relation of the Corporation or any of

its controlled Affiliates or (iv) otherwise employing or engaging any officer, employee or other service provider of the Corporation

or any of its controlled Affiliates and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation

or its stockholders or to any controlled Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that

such Identified Person engages in any such activities. Subject to the applicable parties’ rights and obligations under any other

contractual arrangement, to the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right

to be offered an opportunity to participate in, any Competitive Opportunity or other corporate, business or other opportunity that may

be a Competitive Opportunity for an Identified Person and the Corporation or any of its controlled Affiliates. Subject to the applicable

parties’ rights and obligations under any other contractual arrangement, in the event that any Identified Person acquires knowledge

of a Competitive Opportunity or other corporate, business or other opportunity that may be a Competitive Opportunity for itself, herself

or himself, or for its, her or his Affiliates, and for the Corporation or any of its controlled Affiliates, such Identified Person shall,

to the fullest extent permitted by law, have no duty to communicate, present or otherwise provide such opportunity to the Corporation

or any of its controlled Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders

or to any controlled Affiliate of the Corporation or any other Person for breach of any fiduciary duty as a stockholder, Director or officer

of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such Competitive Opportunity for itself,

herself or himself, or offers or directs such Competitive Opportunity to another Person.

Corporation does not renounce its interest in any Competitive Opportunity offered to any Director nominated or designated by the Applicable

Parties if such opportunity is expressly offered to such Person solely in his or her capacity as a Director, and the provisions of Section (2)(b) of

this Article XII shall not apply to any such Competitive Opportunity.

(d)           In

addition to and notwithstanding the foregoing provisions of this Article XII, a business or other opportunity shall not be deemed

to be a potential Competitive Opportunity for the Corporation if it is an opportunity that (i) the Corporation (together with its

controlled Affiliates) is neither financially nor legally able, nor contractually permitted to undertake, (ii) from its nature, is

not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the

Corporation has no interest or reasonable expectancy.

(e)            To

the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation

shall be deemed to have notice of and to have consented to the provisions of this Article XII.

(f)            Any

amendment, repeal, or modification of this Article XII, or the adoption of any provision of the Amended and Restated Certificate

inconsistent with this Article XII, shall not adversely affect any right or protection of a Director with respect to any act or omission

occurring prior to such amendment, repeal, modification, or adoption.

(3)           Forum

for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, (x) the Court

of Chancery of the State of Delaware (the “Court of Chancery”) (or, in the event that the Court of Chancery does not

have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to

the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf

of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer, employee, agent

or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising

pursuant to any provision of the DGCL, this Amended and Restated Certificate or the Bylaws or as to which the DGCL confers jurisdiction

on the Court of Chancery of the State of Delaware or (d) any action asserting a claim governed by the internal affairs doctrine,

in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein;

and (y) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting

a cause of action arising under the Securities Act. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring

or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions

of this Section (3) of Article XII. Notwithstanding the foregoing, this Section (3) of Article XII shall

not apply to claims seeking to enforce any liability or duty created by the Exchange Act, or any other claim for which the U.S. federal

courts have exclusive jurisdiction.

(4)           Severability.

If any provision or provisions of this Amended and Restated Certificate shall be held to be invalid, illegal or unenforceable as applied

to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance

and of the remaining provisions of this Amended and Restated Certificate (including, without limitation, each portion of any paragraph

of this Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself

held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent

possible, the provisions of this Amended and Restated Certificate (including, without limitation, each such portion of any paragraph

of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so

as to permit the Corporation to protect its Directors, officers, employees and agents from personal liability in respect of their good

faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

Article XIII

Definitions

“Affiliate” means, in relation

to a Person, any other Person directly or indirectly controlling, controlled by or under common control with such person, where “control”

means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership

of voting securities, contract or otherwise; provided, that (a) neither the Corporation nor any of its subsidiaries

will be deemed an Affiliate of any stockholder of the Corporation or any of such stockholders’ Affiliates, (b) no stockholder

of the Corporation will be deemed an Affiliate of any other stockholder of the Corporation, in each case, solely by reason of any investment

in the Corporation and (c) Affiliates shall not include any portfolio companies of a Person.

“Amended and Restated Certificate”

means this Amended and Restated Certificate of Incorporation of the Corporation, as may be further amended and restated from time to time.

“Board” means the Board of Directors

of the Corporation.

“Bylaws” means the Amended and

Restated Bylaws of the Corporation, as may be further amended and restated from time to time.

“Chair” means the chairperson

of the Board.

“Common Stock” means the Class A

Common Stock and the Class B Common Stock.

“DGCL” means the General Corporation

Law of the State of Delaware.

“Directors” mean the directors

of the Board.

“Effective Date” means August 7,

2025.

“Ellison” means, collectively,

(i) The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended, Pinnacle Media Ventures, LLC, Pinnacle Media Ventures II,

LLC, Pinnacle Media Ventures III, LLC, Hikouki, LLC, Aozora, LLC and Furaito, LLC; (ii) Larry Ellison; (iii) David Ellison;

(iv) any Permitted Entity of a Person identified in clause (i), (ii) or (iii); (v) any Family Member of Larry Ellison

or David Ellison and (vi) any Affiliate of the foregoing, in each case, that hold shares of Common Stock; provided, for purposes

of this Amended and Restated Certificate, that any right, obligation or action that may be exercised or taken at the election of Ellison

may be taken at the election of such Persons acting by a majority of shares held by such Persons or any Persons designated by any of them.

“Ellison Designee” means an individual

nominated for election to the Board by Ellison and designated as an “Ellison Designee” pursuant to Section (4)(a)(i) of

Article V.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended.

“Family Member” shall mean, with

respect to any natural person, the spouse, domestic partner or spousal equivalent, parents, grandparents, lineal descendants, siblings,

and lineal descendants of siblings of such natural person. Lineal descendants shall include adopted persons, but only so long as they

are adopted while a minor. Family Member shall further include any of such natural person’s family members as defined in Rule 701

of the Securities Act.

“Independent Directors” means

the members of the Board designated as independent directors in accordance with the Listing Standards.

“Listing Standards” means (a) the

requirements of any national stock exchange under which the Corporation’s equity securities are listed for trading that are generally

applicable to companies with common equity securities listed thereon or (b) if the Corporation’s equity securities are not

listed for trading on a national stock exchange, the requirements of the New York Stock Exchange generally applicable to companies with

equity securities listed thereon.

“Low-Vote Designee” means an individual

nominated for election to the Board by Ellison (a) designated as a “Low-Vote Designee” by Ellison or who Ellison has

not designated as either an “Ellison Designee” or a “Low-Vote Designee,” in each case, pursuant to Section (4)(a)(i) of

Article V or (b) pursuant to Sections (4)(a)(ii)-(iii) of Article V.

“NAI” means National Amusements, Inc.

“NAI Organizational Documents”

means, collectively, the organizational documents of NAI and the NAI Shareholders’ Agreement.

“NAI Shareholders’ Agreement”

means that certain shareholders’ agreement, dated as of the Effective Date, by and among NAI and its shareholders.

“Original Ownership Percentage”

means, in respect of any Specified Stockholder, the percentage determined by the quotient of (a) the number of shares of Common Stock

held by such Specified Stockholder and its Permitted Transferees as of the time of determination divided by (b) the total

number of shares of Common Stock held by such Specified Stockholder as of immediately following the consummation of the Transactions.

“Ownership Percentage” means,

in respect of any Specified Stockholder of the Corporation, the percentage determined by the quotient of (a) the number of shares

of Common Stock held by such Specified Stockholder divided by (b) the total number of shares of Common Stock issued and outstanding,

in each case, at the time of such determination.

“Permitted Entity” means, with

respect to a Specified Stockholder, Larry Ellison or David Ellison: (a) a Permitted Trust solely for the benefit of (i) such

Person, (ii) one or more Family Members of such Person, and/or (iii) any other Permitted Entity of such Person; (b) any

Affiliate of, or general partnership, limited partnership, limited liability company, corporation, or other entity that (i) directly

or indirectly controls, is controlled by, or is under common control with such Person, and/or (ii) is directly or indirectly exclusively

owned by one or more Family Members of such Person; (c) a revocable living trust, which revocable living trust is itself both a Permitted

Trust and a Specified Stockholder, (i) during the lifetime of the natural person grantor of such trust, or (ii) following the

death of the natural person grantor of such trust, solely to the extent that such shares are held in such trust pending distribution to

the beneficiaries designated in such trust; and (d) the personal representative of the estate of such Person upon the death of such

Person solely to the extent the executor is acting in the capacity as a personal representative of such estate.

“Permitted Transferee” means (a) a

Family Member of a Specified Stockholder, (b) a Permitted Entity of a Specified Stockholder, (c) in the case of Ellison, any

Equity Investor and (d) in the case of any Specified Stockholder that is not Ellison, Ellison.

“Permitted Trust” shall mean a

bona fide trust where each trustee is (a) a Specified Stockholder, Larry Ellison or David Ellison, (b) a Family Member of a

Specified Stockholder, Larry Ellison or David Ellison, or (c) a professional in the business of providing trustee services, including

private professional fiduciaries, trust companies, and bank trust departments.

“Person” means an individual,

a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated

organization, or other form of business organization, whether or not regarded as a legal entity under applicable law, or any governmental

authority or any department, agency, or political subdivision thereof.

“RedBird” means, collectively,

(i) RB Tentpole Holdings LP (so long as RB Tentpole Holdings LP is managed or controlled by Affiliates of RedBird Capital Partners

Management LLC) and (ii) any Affiliates of RedBird Capital Partners Management LLC (including any investment vehicle managed

and controlled by RedBird Capital Partners Management LLC), in each case, that hold shares of Common Stock at the time of determination;

provided, for purposes of this Amended and Restated Certificate, that any right, obligation or action that may be exercised or

taken at the election of RedBird may be taken at the election of such Persons acting by a majority of shares held by such Persons or any

Persons designated by any of them.

“RedBird Designee” means an individual

nominated for election to the Board by RedBird pursuant to this Amended and Restated Certificate.

“Securities Act” means the Securities

Act of 1933, as amended.

“Specified Stockholder Designee”

means an individual nominated for election to the Board by a Specified Stockholder pursuant to this Amended and Restated Certificate.

“Specified Reserved Matter Designees”

means: (a) if (and only if) Ellison has an Original Ownership Percentage of at least twenty percent (20%) and an Ownership Percentage

of at least five percent (5%), a majority of the Ellison Designees (if any) and Low-Vote Designees; and (b) if (and only if) RedBird

has an Original Ownership Percentage of at least twenty percent (20%) and an Ownership Percentage of at least five percent (5%), one (1) RedBird

Designee.

“Specified Stockholders” means,

collectively, Ellison and RedBird.

“Transaction Agreement” means

that certain Transaction Agreement, dated as of July 7, 2024, by and among Skydance Media, LLC, Paramount Global, the Corporation,

Pluto Merger Sub, Inc., Pluto Merger Sub II, Inc., Sparrow Merger Sub, LLC, and each of the Upstream Blocker Holders (as defined

therein).

“Transactions” means collectively,

the transactions contemplated by the Transaction Agreement, the Neptune Stock Purchase Agreement and the Subscription Agreements (each

as defined in the Transaction Agreement).

“Transfer” of a share of Class A

Common Stock shall mean any direct or indirect sale, exchange, redemption, assignment, distribution, encumbrance, hypothecation, gift,

pledge, retirement, transfer, conveyance, or other disposition or alienation in any way (whether or not for value and whether voluntarily,

involuntarily, or by operation of law), including, without limitation: (a) assignments and distributions resulting from death, incompetency,

bankruptcy, liquidation, and dissolution; (b) a transfer to a broker or other nominee (regardless of whether there is a corresponding

change in beneficial ownership); and (c) the transfer of, or entering into a binding agreement with respect to the transfer of, Voting

Control.

“Voting Agreements” means those

certain Voting Agreements, dated as of August 7, 2025, by and between the Corporation and each of the Specified Stockholders.

“Voting Control” means, with respect

to a share of Class A Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy,

voting agreement, or otherwise.

Article XIV

Interpretations

For purposes of this Amended and Restated Certificate,

whenever the context requires: the singular number shall include the plural, and vice versa; and one gender shall include all other genders.

As used in this Amended and Restated Certificate, the words “include” and “including,” and variations thereof,

shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”.

References to any Person shall be deemed to include its successors and permitted assigns. The bold-faced headings in this Amended and

Restated Certificate are for convenience of reference only. The terms “Dollars” and “$” mean U.S. dollars. Any

reference herein to “as of the date hereof,” “as of the date of this Amended and Restated Certificate.” The word

“or” will not be exclusive. The words “hereof”, “hereto”, “hereby”, “herein”

and “hereunder” and words of similar import when used in this Amended and Restated Certificate shall refer to this Amended

and Restated Certificate as a whole and not to any particular provision of this Amended and Restated Certificate. The word “extent”

in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean

simply “if”. References to “days” shall mean “calendar days” unless expressly stated otherwise.

IN WITNESS WHEREOF, this Amended and Restated Certificate

of Incorporation has been executed this 5th day of October, 2026.

By:

/s/ Stephanie Kyoko McKinnon

Name:

Stephanie Kyoko McKinnon

Title:

General Counsel and Secretary

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2626659d7_ex3-2.htm · Sequence: 3

Exhibit 3.2

Amended and Restated Bylaws of

Skydance Corporation

(a Delaware corporation)

Table of Contents

Page

Article I CORPORATE OFFICES

1.1

Registered Office

1.2

Other Offices

Article II MEETINGS OF STOCKHOLDERS

2.1

Place of Meetings

2.2

Annual Meeting

2.3

Special Meeting

2.4

Advance Notice Procedures for Business Brought before a Meeting

2.5

Advance Notice Procedures for Nominations of Directors

2.6

Notice of Stockholders’ Meetings

2.7

Manner of Giving Notice; Affidavit of Notice

2.8

Quorum

2.9

Adjourned Meeting; Notice

2.10

Conduct of Business

2.11

Voting

2.12

Record Date for Stockholder Meetings and Other Purposes

2.13

Proxies

2.14

List of Stockholders Entitled to Vote

2.15

Inspectors of Election

2.16

Delivery to the Corporation

Article III DIRECTORS

3.1

Powers

3.2

Number of Directors

3.3

Election, Qualification and Term of Office of Directors

3.4

Resignation and Vacancies

3.5

Place of Meetings; Meetings by Telephone

3.6

Regular Meetings

3.7

Special Meetings; Notice

3.8

Quorum

3.9

Organization

3.10

Action by Written Consent without a Meeting

3.11

Fees and Compensation of Directors

Article IV COMMITTEES

4.1

Committees of Directors

4.2

Committee Minutes

4.3

Meetings and Actions of Committees

4.4

Quorum

Article V OFFICERS

5.1

Officers

5.2

Appointment of Officers

5.3

Subordinate Officers

5.4

Removal and Resignation of Officers

5.5

Vacancies in Offices

5.6

Representation of Shares of Other Corporations

5.7

Authority and Duties of Officers

5.8

Compensation

Article VI RECORDS

Article VII GENERAL MATTERS

7.1

Execution of Corporate Contracts and Instruments

7.2

Stock Certificates

7.3

Special Designation of Certificates

7.4

Lost Certificates

7.5

Shares Without Certificates

7.6

Construction; Definitions

7.7

Dividends

7.8

Fiscal Year

7.9

Seal

7.10

Transfer of Stock

7.11

Stock Transfer Agreements

7.12

Registered Stockholders

7.13

Waiver of Notice

Article VIII NOTICE

8.1

Delivery of Notice; Notice by Electronic Transmission

Article IX INDEMNIFICATION OF EMPLOYEES

9.1

Right to Indemnification

9.2

Successful Defense

9.3

Advance Payment of Expenses

9.4

Not Exclusive

9.5

Insurance

9.6

Certain Definitions

9.7

Proceedings to Enforce Rights to Indemnification

9.8

Preservation of Rights

Article X AMENDMENTS

Article XI DEFINITIONS

Amended and Restated Bylaws

Skydance Corporation

Article I

CORPORATE OFFICES

1.1           Registered

Office.

The address of the registered office of Skydance

Corporation (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall

be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or restated from time to time

(the “Certificate of Incorporation”).

1.2           Other

Offices.

The Corporation may have additional offices at

any place or places, within or outside the State of Delaware, as the board of directors of the Corporation (the “Board”)

may from time to time establish or as the business of the Corporation may require.

Article II

MEETINGS OF STOCKHOLDERS

2.1           Place

of Meetings.

Meetings of stockholders shall be held at such

place, if any, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that

a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized

by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence

of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.

2.2           Annual

Meeting.

The Board shall designate the date and time of

the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought before the meeting in

accordance with Section 2.4 may be transacted. The Corporation may postpone, reschedule or cancel any annual meeting of stockholders

previously scheduled by the Board.

2.3           Special

Meeting.

Special meetings of the stockholders may be called

only by such Persons and only in such manner as set forth in the Certificate of Incorporation. The Corporation may postpone, reschedule

or cancel any special meeting of stockholders previously scheduled by the Board. No business may be transacted at any special meeting

of stockholders other than the business specified in the notice of such meeting.

2.4           Advance

Notice Procedures for Business Brought before a Meeting.

(i)            At

an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To

be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction

of the Board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the Board or the chairperson of

the meeting, or (c) otherwise properly brought before the meeting by a stockholder present in person who (A)(1) was a stockholder

of the Corporation both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (2) is

entitled to vote at the meeting and (3) has complied with this Section 2.4 or (B) properly made such proposal in accordance

with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended

and inclusive of such rules and regulations, the “Exchange Act”), which proposal has been included in the proxy

statement for the annual meeting. The foregoing clause (c) shall be the exclusive means for a stockholder to propose business to

be brought before an annual meeting of the stockholders. The only matters that may be brought before a special meeting are the matters

specified in the Corporation’s notice of meeting given by or at the direction of the Person calling the meeting pursuant to the

Certificate of Incorporation and Section 2.3 of these bylaws. For purposes of this Section 2.4 and Section 2.5 of these

bylaws, as applicable, “present in person” shall mean that the stockholder proposing that the business be brought before the

annual or special meeting of the Corporation, or, if the proposing stockholder is not an individual, a qualified representative of such

proposing stockholder, appear at such annual meeting, and a “qualified representative” of such proposing stockholder shall

be (A) any person who is authorized in writing by such stockholder to act for such stockholder as proxy at the meeting of stockholders

and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission,

at the meeting of stockholders or (B), if such proposing stockholder is (x) a general or limited partnership, any general partner

or Person who functions as a general partner of the general or limited partnership or who controls the general or limited partnership,

(y) a corporation or a limited liability company, any officer or Person who functions as an officer of the corporation or limited

liability company or any officer, director, general partner or Person who functions as an officer, director or general partner of any

entity ultimately in control of the corporation or limited liability company or (z) a trust, any trustee of such trust. This Section 2.4

shall apply to any business that may be brought before an annual or special meeting of stockholders other than nominations for election

to the Board at an annual meeting, which shall be governed by Section 2.5 of these bylaws. Stockholders seeking to nominate persons

for election to the Board must comply with Section 2.5 of these bylaws, and this Section 2.4 shall not be applicable to nominations

for election to the Board except as expressly provided in Section 2.5 of these bylaws.

(ii)            Without

qualification, for business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.4(iii)(c), (a) the

stockholder must provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation, (b) the

stockholder must provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4 and

(c) the proposed business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice must

be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more

than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided,

however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such

anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received not earlier than the hundred twentieth

(120th) day prior to such annual meeting and not later than (i) the ninetieth (90th) day prior to such annual meeting or, (ii) if

later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made (such notice

within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting

or the announcement thereof commence a new time period or extend a time period for the giving of Timely Notice as described above.

(iii)           To

be in proper form for purposes of this Section 2.4, a stockholder’s notice to the Secretary shall set forth:

(a)            As

to each Proposing Person (as defined below), (A) the name, address, signature and the date of signature of such Proposing Person

(including, if applicable, the name and address that appear on the Corporation’s books and records); and (B) the number of

shares of each class or series of stock of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within

the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events

be deemed to beneficially own any shares of any class or series of stock of the Corporation as to which such Proposing Person has a right

to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (A) and (B) are

referred to as “Stockholder Information”);

(b)           As

to each Proposing Person, (A) the full notional amount of any securities that, directly or indirectly, underlie any “derivative

security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent

position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”)

and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of

stock of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term

“derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative

security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or

instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination

of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such

security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further,

that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person

that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed

to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proposing Person as a

hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing

Person’s business as a derivatives dealer, (B) any rights to dividends on the shares of any class or series of stock of the

Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation,

(C) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving

the Corporation or any of its officers or directors, or any Affiliate of the Corporation, (D) any other material relationship between

such Proposing Person, on the one hand, and the Corporation or any Affiliate of the Corporation, on the other hand, (E) any direct

or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any Affiliate of

the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (F) any

proportionate interest in shares of the Corporation or a Synthetic Equity Position held, directly or indirectly, by a general or limited

partnership, limited liability company or similar entity in which any such Proposing Person (1) is a general partner or, directly

or indirectly, beneficially owns an interest in a general partner of such general or limited partnership or (2) is the manager, managing

member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or

similar entity, (G) any other information relating to such Proposing Person that would be required to be disclosed in

a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person

in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures

to be made pursuant to the foregoing clauses (A) through (G) are referred to as “Disclosable Interests”);

provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course

business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result

of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner and (H) a

representation whether any Proposing Person intends or is part of a group which intends to deliver a proxy statement and/or form of proxy

to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or

otherwise to solicit proxies or votes from stockholders in support of such proposal; and

to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the business

desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest

in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed

for consideration), (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or

among any of the Proposing Persons or (y) between or among any Proposing Person and any other Person or entity (including their names)

in connection with the proposal of such business by such stockholder and (D) any other information relating to such item of business

that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies

in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided,

however, that the disclosures required by this Section 2.4(iii) shall not include any disclosures with respect to any

broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder

directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner.

(iv)          For

purposes of this Section 2.4, the term “Proposing Person” shall mean (a) the stockholder providing

the notice of business proposed to be brought before an annual meeting, (b) the beneficial owner or beneficial owners, if different,

on whose behalf the notice of the business proposed to be brought before the annual meeting is made, (c) any participant (as defined

in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation or (d) any

associate (within the meaning of Rule 12b-2 under the Exchange Act for the purposes of these bylaws) of such stockholder, beneficial

owner or any other participant.

(v)           A

Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if

necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true

and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting

or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary

at the principal executive offices of the Corporation not later than five (5) business days after the record date for notice of the

meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business

days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first

practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required

to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(vi)          Notwithstanding

anything in these bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the

meeting in accordance with this Section 2.4. The presiding officer of the meeting shall, if the facts warrant, determine that the

business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he

or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(vii)         In

addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each

Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this

Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy

statement pursuant to Rule 14a-8 under the Exchange Act.

(viii)        For

purposes of these bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news

service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14

or 15(d) of the Exchange Act.

2.5           Advance

Notice Procedures for Nominations of Directors.

(i)             Subject

in all respects to the provisions of the Certificate of Incorporation, nominations of any person for election to the Board at an annual

meeting may be made at such meeting only (a) by or at the direction of the Board, including by any committee or persons authorized

to do so by the Board or these bylaws, or (b) by a stockholder present in person (as defined in Section 2.4(i) of these bylaws)

who (1) was a beneficial owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.5

and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with this Section 2.5 as to

such notice and nomination. The foregoing clause (b) shall be the exclusive means for a stockholder to make any nomination of a person

or persons for election to the Board at any annual meeting of stockholders other than in accordance with the provisions of the Certificate

of Incorporation.

(ii)           Without

qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting, the stockholder

must (a) provide Timely Notice (as defined in Section 2.4(ii) of these bylaws) thereof in writing and in proper form to

the Secretary of the Corporation, (b) provide the information, agreements and questionnaires with respect to such stockholder and

its candidate for nomination as required by this Section 2.5, and (c) provide any updates or supplements to such notice at the

times and in the forms required by this Section 2.5.

(iii)           In

no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period or extend a

time period for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election

at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder

may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected

at such annual meeting.

(iv)          To

be in proper form for purposes of this Section 2.5, a stockholder’s notice to the Secretary shall set forth:

(a)           As

to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iii)(a) of these bylaws)

except that for purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing

Person” in all places it appears in Section 2.4(iii)(a);

(b)           As

to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b) of these bylaws, except that for purposes

of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in

all places it appears in Section 2.4(iii)(b) and the disclosure with respect to the business to be brought before the meeting

in Section 2.4(iii)(c) shall be made with respect to nomination of each person for election as a director at the meeting) and

a representation whether any Nominating Person intends or is part of a group which intends to deliver a proxy statement and/or form of

proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee and/or

otherwise to solicit proxies or votes from stockholders in support of such nomination; and

to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such

candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 if such

candidate for nomination were a Nominating Person, (B) all information relating to such candidate for nomination that is required

to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of

directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written

consent to being named in the Corporation’s proxy statement as a nominee and to serving as a director if elected), (C) a description

of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand,

and each candidate for nomination or his or her respective associates or any other participants in such solicitation, on the other hand,

including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such

Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or

executive officer of such registrant, and (D) a completed and signed questionnaire, representation and agreement as provided in Section 2.5(x).

(v)           For

purposes of this Section 2.5, the term “Nominating Person” shall mean (a) the stockholder providing

the notice of the nomination proposed to be made at the meeting, (b) the beneficial owner or beneficial owners, if different, on

whose behalf the notice of the nomination proposed to be made at the meeting is made, (c) any other participant (as defined in paragraphs

(a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) in such solicitation and (d) any associate (within the meaning

of Rule 12b-2 under the Exchange Act for the purposes of these bylaws) of such stockholder or beneficial owner or any other participant

in such solicitation.

(vi)           The

Board may request that any Nominating Person furnish such additional information as may be reasonably required by the Board. Such Nominating

Person shall provide such additional information within ten (10) days after it has been requested by the Board.

(vii)         A

stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary,

so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct

as of the record date for notice of the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment

or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal

executive offices of the Corporation not later than five (5) business days after the record date for notice of the meeting (in the

case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to

the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable

date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be

made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(viii)        Notwithstanding

anything in Section 2.5(ii) to the contrary, in the event that the number of directors to be elected to the Board at the annual

meeting is increased effective after the time period for which nominations would otherwise be due under Section 2.5(ii) and

there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days

prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.5

shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary

at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on

which such public announcement is first made by the Corporation.

(ix)           Nominations

of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to

the Corporation’s notice of meeting (1) by or at the direction of the Board or (2) provided that the Board has determined

that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the

notice provided for in this Section 2.5 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting

and upon such election and who complies with the notice procedures set forth in this Section 2.5. The number of nominees a stockholder

may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the

number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed

the number of directors to be elected at such special meeting. In the event the Corporation calls a special meeting of stockholders for

the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate

a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting,

if the stockholder’s notice required by Section 2.5(ii) shall be delivered to the Secretary at the principal executive

offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting

and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day

following the day on which the Corporation first makes a public announcement of the date of the special meeting at which directors are

to be elected. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period

(or extend any time period) for the giving of a stockholder’s notice as described above.

(x)            To

be eligible to be a candidate for election as a director of the Corporation at an annual meeting, a candidate must be nominated in the

manner prescribed in this Section 2.5 (or otherwise in accordance with the Certificate of Incorporation) and the candidate for nomination,

whether nominated by the Board or by a stockholder of record, must have previously delivered (in the case of a nomination by a stockholder

pursuant to Section 2.5(i)(b), in accordance with the time period prescribed in this Section 2.5 for delivery of the stockholder

notice of nomination), to the Secretary at the principal executive offices of the Corporation, (a) a completed written questionnaire

(in the form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence of such candidate

for nomination and (b) a written representation and agreement (in the form provided by the Corporation to all nominees) that such

candidate for nomination (A) is not, and will not become a party to, any agreement, arrangement or understanding with any Person

or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director of

the Corporation that has not been disclosed therein and (B) if elected as a director of the Corporation, will comply with all applicable

corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation

applicable to all directors and in effect during such person’s term in office as a director (and, if requested by any candidate

for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then

in effect).

(xi)           The

Board may also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably be requested

by the Board in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon in order for

the Board to determine the eligibility of such candidate for nomination to be an independent director of the Corporation in accordance

with the Corporation’s corporate governance guidelines if such person purports to be an independent director.

(xii)          In

addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Proposing

Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

(xiii)         No

candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating Person

seeking to place such candidate’s name in nomination has complied with this Section 2.5, as applicable. The presiding officer

at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with this Section 2.5,

and if he or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be

disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees,

only the ballots cast for the nominee in question) shall be void and of no force or effect.

(xiv)        Notwithstanding

anything in these bylaws to the contrary (but subject to Section 2.5(xv) of these bylaws which shall control with respect to

matters regarding nominations under the Certificate of Incorporation), no candidate for nomination shall be eligible to be seated as a

director of the Corporation unless nominated and elected in accordance with this Section 2.5.

(xv)         Notwithstanding

anything to the contrary contained in these bylaws, for as long as any stockholder has a right to designate or nominate a director pursuant

to the Certificate of Incorporation, the procedure for any such nomination shall be governed by the Certificate of Incorporation and such

party shall not be subject to the notice procedures and information requirements with respect to such stockholder set forth in these bylaws

for the nomination of any person to serve as a director at any annual meeting or special meeting of stockholders.

2.6           Notice

of Stockholders’ Meetings.

Unless otherwise provided by law, the Certificate

of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in accordance with Section 2.7 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder

entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication,

if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a

special meeting, the purpose or purposes for which the meeting is called.

2.7           Manner

of Giving Notice; Affidavit of Notice.

Notice of any meeting of stockholders shall be

deemed given:

(i)             if

mailed, when deposited in the U.S. mail, postage prepaid, directed to the stockholder at his or her address as it appears on the Corporation’s

records;

(ii)            if

delivered by courier service, the earlier of when the notice is received or left at the stockholder’s address; or

(iii)           if

electronically transmitted as provided in the DGCL.

An affidavit of the secretary or an assistant secretary

of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given by mail, courier service

or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

2.8           Quorum.

Unless otherwise provided by law, the Certificate

of Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote

at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for

the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at any meeting of

the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting power of the stockholders entitled

to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn

the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented.

2.9           Adjourned

Meeting; Notice.

When a meeting is adjourned to another time or

place, if any, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications,

if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced

at the meeting at which the adjournment is taken. At any adjourned meeting, the Corporation may transact any business which might have

been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall

be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination

of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders

entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to

vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so

fixed for notice of such adjourned meeting. At the adjourned meeting of stockholders, the Corporation may transact any business which

might have been transacted at the original meeting of stockholders.

2.10          Conduct

of Business.

The date and time of the opening and the closing

of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding

over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as

it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairperson

of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting,

to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for

the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson

of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting;

(ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance

at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such

other persons as the chairperson of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for

the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent

determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with

the rules of parliamentary procedure.

2.11          Voting.

Each stockholder shall be entitled to a number

of votes based on the number of and type of shares of capital stock held by such stockholder as provided in the Certificate of Incorporation.

Except as otherwise provided by the Certificate

of Incorporation, at all duly called or convened meetings of stockholders at which a quorum is present, for the election of directors,

a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise provided by the Certificate of Incorporation,

these bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any

regulation applicable to the Corporation or its securities, each other matter presented to the stockholders at a duly called or convened

meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority of the votes cast (excluding

abstentions and broker non-votes) on such matter.

2.12          Record

Date for Stockholder Meetings and Other Purposes.

In order that the Corporation may determine the

stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date,

which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record

date shall not be, unless otherwise required by law, more than sixty (60) days nor less than ten (10) days before the date of such

meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such

meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall

be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled

to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice

is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination

of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;

provided, however, that the Board may fix a new record date for the adjourned meeting, and in such case shall also fix as

the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination

of stockholders entitled to vote in accordance herewith at the adjourned meeting.

In order that the Corporation may determine the

stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled

to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful action,

the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted,

and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining

stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

2.13         Proxies.

Each stockholder entitled to vote at a meeting

of stockholders may authorize another Person or Persons to act for such stockholder by proxy authorized by an instrument in writing or

by a transmission permitted by law, including Rule 14a-19 promulgated under the Exchange Act, as amended, filed in accordance with

the procedure established for the meeting, but, no such proxy shall be voted or acted upon after three (3) years from its date,

unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed

by the provisions of Section 212 of the DGCL. A proxy may be in the form of an electronic transmission which sets forth or is submitted

with information from which it can be determined that the electronic transmission was authorized by the stockholder.

2.14         List

of Stockholders Entitled to Vote.

The Corporation shall prepare, at least ten (10) days

before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however,

that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the

meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical

order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation

shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open

to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the

meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is

provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive

office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable

steps to ensure that such information is available only to stockholders of the Corporation. Such list shall presumptively determine the

identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided

by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required

by this Section 2.14 or to vote in person or by proxy at any meeting of stockholders. Any stockholder directly or indirectly soliciting

proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.

2.15         Inspectors

of Election.

Before any meeting of stockholders, the Corporation

shall appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report thereof. The

Corporation may designate one or more Persons as alternate inspectors to replace any inspector who fails to act. If any Person appointed

as inspector or any alternate fails to appear or fails or refuses to act, then the chairperson of the meeting shall appoint a Person

to fill that vacancy. Such inspectors shall:

(i)             determine

the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity of any

proxies and ballots;

(ii)            count

all votes or ballots;

(iii)           count

and tabulate all votes;

(iv)          determine

and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and

(v)           certify

its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots.

Each inspector, before entering upon the discharge

of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection with strict impartiality and according

to the best of such inspector’s ability. Any report or certificate made by the inspectors of election is prima facie evidence of

the facts stated therein. The inspectors of election may appoint such Persons to assist them in performing their duties as they determine.

2.16         Delivery

to the Corporation.

Whenever Sections 2.4 and 2.5 of this Article II

require one or more persons (including a record or beneficial owner of stock of the Corporation) to deliver a document or information

to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation

or other document or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission)

and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail,

return receipt requested and the Corporation shall not be required to accept delivery of any document not in such written form or so

delivered. For the avoidance of doubt, with respect to any notice from any stockholder of record or beneficial owner of the Corporation’s

capital stock pursuant to Sections 2.4 and 2.5 of this Article II, to the fullest extent permitted by law, the Corporation expressly

opts out of Section 116 of the DGCL.

Article III

DIRECTORS

3.1           Powers.

Except as otherwise provided by the Certificate

of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

3.2           Number

of Directors.

The total number of directors constituting the

Board shall be determined by the Board in accordance with the Certificate of Incorporation.

3.3           Election,

Qualification and Term of Office of Directors.

The procedures for election of directors, as well

as the terms and qualifications of directors, shall be as set forth in the Certificate of Incorporation.

3.4           Resignation

and Vacancies.

Any director may resign at any time upon notice

given in writing or by electronic transmission to the Corporation. The resignation shall take effect at the time specified therein or

upon the happening of an event specified therein, and if no time or event is specified, at the time of its receipt. Except as otherwise

provided for in the Certificate of Incorporation, when one or more directors so resigns and the resignation is effective at a future

date or upon the happening of an event to occur on a future date, the vote of the directors holding a majority of the voting power of

the directors present at any meeting at which a quorum is present shall have power to fill such vacancy or vacancies, the vote thereon

to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided

in this Section 3.4 in the filling of other vacancies.

Except as otherwise provided for in the Certificate

of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be

filled by the vote of the directors holding a majority of the voting power of the directors present at any meeting at which a quorum

is present.

3.5           Place

of Meetings; Meetings by Telephone.

The Board may hold meetings, both regular and special,

either within or outside the State of Delaware.

Unless otherwise restricted by the Certificate

of Incorporation or these bylaws, members of the Board, or any committee of the Board or subcommittee of the Board, in each case, designated

by the Board, may participate in a meeting of the Board, or any committee of the Board or subcommittee of the Board, by means of conference

telephone or other means of remote communication so long as all persons participating in the meeting can hear each other, and such participation

in a meeting pursuant to this bylaw shall constitute presence in person at the meeting.

3.6           Regular

Meetings.

Regular meetings of the Board may be held without

notice at such time and at such place as shall from time to time be determined by the Board or the chairperson of the Board (the “Chair”).

3.7           Special

Meetings; Notice.

Special meetings of the Board, for any purpose

or purposes may be called at any time by the Chair, the Chief Executive Officer, or the directors holding a majority of the voting power

of the Board.

Notice of the time and place of special meetings

shall be:

(i)             delivered

personally by hand, by courier or by telephone;

(ii)            sent

by United States first-class mail, postage prepaid;

(iii)           sent

by facsimile or electronic mail; or

(iv)           sent

by other means of electronic transmission, directed to each director at that director’s address, telephone number, or electronic

mail address, or other address for electronic transmission, as the case may be, as shown on the Corporation’s records.

If the notice is (i) delivered personally

by hand, by courier or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic

transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice

is sent by U.S. mail, it shall be deposited in the U.S. mail at least four (4) days before the time of the holding of the meeting.

The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office)

nor the purpose of the meeting.

3.8           Quorum.

Except as otherwise provided in the Certificate

of Incorporation, at all meetings of the Board, each of (i) the number of directors holding a majority of the voting power of the

entire Board and (ii) a majority of the total number of directors constituting the Board shall constitute a quorum for the transaction

of business; provided that if two (2) consecutive meetings of the Board called in accordance with these bylaws fail to achieve a

quorum, then a third meeting may be called in accordance with these bylaws and at such meeting (x) the number of directors holding

a majority of the voting power of the entire Board and (y) one-third of the total number of directors constituting the Board shall

constitute a quorum for the transaction of business. The vote of the directors holding a majority of the voting power of directors present

at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute

or the Certificate of Incorporation. If a quorum is not present at any meeting of the Board, then the directors holding a majority of

the voting power of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at

the meeting, until a quorum is present.

3.9           Organization.

Meetings of the Board shall be presided over by

the Chair, or in the absence of the Chair, by a presiding person chosen at the meeting.

3.10          Action

by Written Consent without a Meeting.

Unless otherwise restricted by the Certificate

of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee of the

Board or subcommittee of the Board, may be taken without a meeting if all members of the Board, or committee or subcommittee, as the

case may be, consent thereto in writing or by electronic transmission. After such an action is taken by written consent without a meeting,

the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board, committee or subcommittee in

the same paper or electronic form as the minutes are maintained.

3.11          Fees

and Compensation of Directors.

Unless otherwise restricted by the Certificate

of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses,

of directors for services to the Corporation in any capacity.

Article IV

COMMITTEES

4.1           Committees

of Directors.

The Board may designate one (1) or more committees

of the Board, including, but not limited to an audit committee (the “Audit Committee”), a governance and nominating

committee (the “Governance and Nominating Committee”) and a compensation committee (the “Compensation Committee”)

and each committee of the Board shall consist of one (1) or more of the directors of the Corporation. The Board may designate one

(1) or more directors or members of the Board as alternate members of any committee of the Board, who may replace any absent or

disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members

thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously

appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee,

to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of

the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed

to all papers that may require it; but no such committee or subcommittee shall have the power or authority to (i) approve or adopt,

or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL

to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.

4.2           Committee

Minutes.

Each committee shall keep regular minutes of its

meetings and report the same to the Board when required.

4.3           Meetings

and Actions of Committees.

Meetings and actions of committees shall be governed

by, and held and taken in accordance with, the provisions of:

(i)             Section 3.5

(place of meetings and meetings by telephone);

(ii)            Section 3.6

(regular meetings);

(iii)           Section 3.7

(special meetings and notice);

(iv)          Section 3.10

(action without a meeting); and

(v)           Section 7.13

(waiver of notice), with such changes in the context of those bylaws as are necessary to substitute the committee and its respective

members for the Board and its members. However:

(a)           the

time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(b)           special

meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and

Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee

pursuant to this Section 4.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or

applicable law.

4.4           Quorum.

Except as otherwise provided in the Certificate

of Incorporation, at all meetings of any committee of the Board, each of (i) the number of the directors then serving on such committee

and holding a majority of the voting power of such committee and (ii) a majority of the directors then serving on such committee

shall constitute a quorum for the transaction of business; provided that if two (2) consecutive meetings of any committee of the

Board called in accordance with these bylaws fail to achieve a quorum, then a third meeting may be called in accordance with these bylaws

and at such meeting (x) the number of directors then serving on such committee holding a majority of the voting power of such committee

and (y) one-third of the directors then serving on such committee shall constitute a quorum for the transaction of business. The

vote of the directors holding a majority of the voting power of directors present at any committee meeting at which a quorum is present

shall be the act of such committee, except as may be otherwise specifically provided by statute or the Certificate of Incorporation.

If a quorum is not present at any meeting of a committee of the Board, then the directors holding a majority of the voting power of the

directors present thereat may adjourn the committee meeting from time to time, without notice other than announcement at the committee

meeting, until a quorum is present.

Article V

OFFICERS

5.1           Officers.

The officers of the Corporation shall include

a Chief Executive Officer, a President and a Secretary. The Corporation may also have, at the discretion of the Board, the Chair, the

Vice Chair, a Chief Financial Officer, a Treasurer, one (1) or more Vice Presidents, one (1) or more Assistant Vice Presidents,

one (1) or more Assistant Treasurers, one (1) or more Assistant Secretaries, and any such other officers as may be appointed

in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. No officer need be a stockholder

or director of the Corporation.

5.2           Appointment

of Officers.

The Board or a duly authorized committee or subcommittee

thereof shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of

Section 5.3 of these bylaws.

5.3           Subordinate

Officers.

The Board or a duly authorized committee or subcommittee

thereof may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint,

such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for

such period, have such authority, and perform such duties as are provided in these bylaws, as the Board or a duly authorized committee

or subcommittee thereof may from time to time determine, or as determined by the officer upon whom such power of appointment has been

conferred by the Board or a duly authorized committee or subcommittee thereof.

5.4           Removal

and Resignation of Officers.

Subject to the Certificate of Incorporation and

the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the

vote of the directors holding a majority of the voting power of the directors present at any meeting at which a quorum is present or

a duly authorized committee or subcommittee thereof or, except in the case of an officer chosen by the Board or a duly authorized committee

or subcommittee thereof, by any officer upon whom such power of removal may be conferred by the Board or a duly authorized committee

or subcommittee thereof.

Any officer may resign at any time by giving notice

to the Corporation in writing or by electronic transmission. Any resignation shall take effect at the date of the receipt of that notice

or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation

shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any

contract to which the officer is a party.

5.5           Vacancies

in Offices.

Any vacancy occurring in any office of the Corporation

shall be filled by the Board or a duly authorized committee or subcommittee thereof or as provided in Section 5.2.

5.6           Representation

of Shares of Other Corporations.

The Chief Executive Officer, the President, any

Vice President, the Treasurer, the Secretary or Assistant Secretary of this Corporation, or any other Person authorized by the Board,

the Chief Executive Officer, the President or a Vice President, is authorized to vote, represent and exercise on behalf of this Corporation

all rights incident to any and all shares or securities of any other corporation or entity standing in the name of this Corporation.

The authority granted herein may be exercised either by such Person directly or by any other Person authorized to do so by proxy or power

of attorney duly executed by such Person having the authority.

5.7           Authority

and Duties of Officers.

All officers of the Corporation shall respectively

have such authority and perform such duties in the management of the business of the Corporation as may be provided herein or designated

from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control

of the Board.

5.8           Compensation.

The compensation of the officers of the Corporation

for their services as such shall be fixed from time to time by or at the direction of the Board. An officer of the Corporation shall

not be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.

Article VI

RECORDS

A stock ledger consisting of one or more records

in which the names of all of the Corporation’s stockholders of record, the address and number of shares registered in the name of

each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with Section 224 of

the DGCL shall be administered by or on behalf of the Corporation. Any records administered by or on behalf of the Corporation in the

regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be

in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more distributed

electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a

reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders

specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of

the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Delaware Uniform Commercial Code.

Article VII

GENERAL MATTERS

7.1           Execution

of Corporate Contracts and Instruments.

The Board, except as otherwise provided in these

bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of

and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by

the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation

by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

7.2           Stock

Certificates.

The shares of the Corporation shall be uncertificated,

provided that the Board by resolution may provide that some or all of the shares of any class or series of stock of the Corporation shall

be represented by certificates. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate

of Incorporation and applicable law. Every holder of stock represented by a certificate shall be entitled to have a certificate signed

by, or in the name of the Corporation by, any two officers authorized to sign stock certificates representing the number of shares registered

in certificate form. The Chief Executive Officer, Chair, or Vice Chair, the President, Vice President, the Treasurer, any Assistant Treasurer,

the Secretary or any Assistant Secretary of the Corporation shall be specifically authorized to sign stock certificates. Any or all of

the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile

signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued,

it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of

issue.

7.3           Special

Designation of Certificates.

If the Corporation is authorized to issue more

than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating,

optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such

preferences and/or rights shall be set forth in full or summarized on the face or on the back of the certificate that the Corporation

shall issue to represent such class or series of stock (or, in the case of uncertificated shares, set forth in a notice provided pursuant

to Section 151 of the DGCL); provided, however, that except as otherwise provided in Section 202 of the

DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall

issue to represent such class or series of stock (or, in the case of any uncertificated shares, included in the aforementioned notice)

a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences,

and the relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations,

or restrictions of such preferences and/or rights.

7.4           Lost

Certificates.

Except as provided in this Section 7.4, no

new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation

and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate

theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen

or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against

any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of

such new certificate or uncertificated shares.

7.5           Shares

Without Certificates.

The Corporation shall adopt a system of issuance,

recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the

use of such system by the Corporation is permitted in accordance with applicable law.

7.6           Construction;

Definitions.

Unless the context requires otherwise, the general

provisions, rules of construction and definitions in the DGCL shall govern the construction of these bylaws. In connection herewith,

to the extent there are conflicts among these bylaws or the Certificate of Incorporation, priority shall first be given to the Certificate

of Incorporation, second to these bylaws, in each case except as otherwise required by the DGCL. Without limiting the generality of this

provision, the singular number includes the plural and the plural number includes the singular.

7.7           Dividends.

The Board, subject to any restrictions contained

in either (a) the DGCL or (b) the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital

stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

The Board may set apart out of any of the funds

of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes

shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

7.8           Fiscal

Year.

The fiscal year of the Corporation shall be fixed

by resolution of the Board and may be changed by the Board.

7.9           Seal.

The Corporation may adopt a corporate seal, which

shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof

to be impressed or affixed or in any other manner reproduced.

7.10         Transfer

of Stock.

Shares of the Corporation shall be transferable

in the manner prescribed by law and in these bylaws subject to any transfer restrictions contained in the Certificate of Incorporation.

Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such

holder’s attorney duly authorized in writing, upon surrender to the Corporation, of the certificate or certificates representing

such shares endorsed by the appropriate Person or Persons (or by delivery of duly executed instructions with respect to uncertificated

shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation

may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation

for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the Persons

from and to whom it was transferred.

7.11         Stock

Transfer Agreements.

The Corporation shall have power to enter into

and perform any agreement with any number of stockholders of any one or more classes or series of stock of the Corporation to restrict

the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited

by the DGCL.

7.12         Registered

Stockholders.

The Corporation:

(i)            shall

be entitled to recognize the exclusive right of a Person registered on its books as the owner of shares to receive dividends and to vote

as such owner; and

(ii)            shall

not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another Person, whether

or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

7.13         Waiver

of Notice.

Whenever notice is required to be given under

any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed by the Person entitled to notice,

or a waiver by electronic transmission by the Person entitled to notice, whether before or after the time of the event for which notice

is to be given, shall be deemed equivalent to notice. Attendance of a Person at a meeting shall constitute a waiver of notice of such

meeting, except when the Person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction

of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of,

any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission

unless so required by the Certificate of Incorporation or these bylaws.

Article VIII

NOTICE

8.1           Delivery

of Notice; Notice by Electronic Transmission.

Without limiting the manner by which notice otherwise

may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provisions of the DGCL, the Certificate

of Incorporation, or these bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission

directed to the stockholder’s electronic mail address, as applicable) as it appears on the records of the Corporation and shall

be given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (2) if delivered by courier service,

the earlier of when the notice is received or left at such stockholder’s address or (3) if given by electronic mail, when

directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic

transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent legend that

the communication is an important notice regarding the Corporation.

Without limiting the manner by which notice otherwise

may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate

of Incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom

the notice is given. Any such consent shall be revocable by the stockholder by written notice or electronic transmission to the Corporation.

Notwithstanding the provisions of this paragraph, the Corporation may give a notice by electronic mail in accordance with the first paragraph

of this Section 8.1 without obtaining the consent required by this paragraph.

Any notice given pursuant to the preceding paragraph

shall be deemed given:

(i)             if

by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii)            if

by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such

posting and (B) the giving of such separate notice; and

(iii)           if

by any other form of electronic transmission, when directed to the stockholder.

Notwithstanding the foregoing, a notice may not

be given by an electronic transmission from and after the time that (1) the Corporation is unable to deliver by such electronic transmission

two (2) consecutive notices given by the Corporation and (2) such inability becomes known to the Secretary or an Assistant Secretary

of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the

inadvertent failure to discover such inability shall not invalidate any meeting or other action.

An affidavit of the Secretary or an Assistant Secretary

or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie

evidence of the facts stated therein.

Article IX

INDEMNIFICATION OF EMPLOYEES

9.1           Right

to Indemnification.

The Corporation shall indemnify any present or

former employee of the Corporation who was or is involved in or is threatened to be involved in any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was

an employee of the Corporation, or is or was serving at the request of the Corporation as an employee of another corporation, limited

liability company, partnership, joint venture, trust or other enterprise (such person, an “indemnitee”), to the fullest

extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable

law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than

such law permitted the Corporation to provide prior to such amendment), against judgments, fines, amounts paid in settlement and expenses

(including, without limitation, attorneys’ fees), actually and reasonably incurred by him or her in connection with such action,

suit or proceeding. Notwithstanding the foregoing, except as provided in Section 9.7 of this Article IX with respect to proceedings

to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify an indemnitee in connection with a

proceeding (or part thereof) initiated by the indemnitee, if and only if the Board authorized the bringing of the action, suit or proceeding

(or part thereof) in advance of the commencement of the proceeding.

9.2           Successful

Defense.

To the extent that an indemnitee has been successful

on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 9.1 of this Article IX, or in

defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including, without limitation, attorneys’

fees) actually and reasonably incurred by him or her in connection therewith.

9.3           Advance

Payment of Expenses.

Expenses (including attorneys’ fees) incurred

by an indemnitee in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation

in advance of the final disposition of such action, suit or proceeding upon such terms and conditions, if any, as the Corporation deems

appropriate, by resolution of the Board.

9.4           Not

Exclusive.

The indemnification and advancement of expenses

provided by, or granted pursuant to, the other sections of this Article IX shall not be deemed exclusive of any other rights to

which a person seeking indemnification or advancement of expenses may be entitled under any statute, bylaw, agreement, vote of stockholders

or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while

holding such office. Without limiting the foregoing, the Corporation is authorized to enter into an agreement with any employee of the

Corporation providing indemnification for such person against expenses, including, without limitation, attorneys’ fees, judgments,

fines and amounts paid in settlement that result from any threatened, pending or completed action, suit, or proceeding, whether civil,

criminal, administrative or investigative, including, without limitation, any action, suit or proceeding by or in the right of the Corporation,

that arises by reason of the fact that such person is or was an employee of the Corporation, or is or was serving at the request of the

Corporation as an employee of another corporation, limited liability company, partnership, joint venture, trust or other enterprise,

to the fullest extent allowed by law, except that no such agreement shall provide for indemnification for any actions that constitute

fraud, actual dishonesty or willful misconduct.

9.5           Insurance.

The Corporation may purchase and maintain insurance

on behalf of any person who is or was an employee of the Corporation, or is or was serving at the request of the Corporation as an employee

of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any liability asserted

against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation

would have the power to indemnify him or her against such liability under the provisions of this Article IX.

9.6           Certain

Definitions.

For the purposes of this Article IX, (a) any

employee of the Corporation who shall serve or has served as an employee of any other corporation, limited liability company, partnership,

joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was a stockholder or creditor, or in

which the Corporation is or was in any way interested, or (b) any current or former employee of any subsidiary corporation, limited

liability company, partnership, joint venture, trust or other enterprise wholly owned by the Corporation, shall be deemed to be serving

as such employee at the request of the Corporation, unless the board of directors of the Corporation shall determine otherwise. In all

other instances where any person shall serve or has served as an employee of another corporation, limited liability company, partnership,

joint venture, trust or other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise

interested, if it is not otherwise established that such person is or was serving as such employee at the request of the Corporation,

the board of directors of the Corporation may determine whether such service is or was at the request of the Corporation, and it shall

not be necessary to show any actual or prior request for such service. For purposes of this Article IX, references to a corporation

include all constituent corporations absorbed in a consolidation or merger (including any constituent of a constituent) as well as the

resulting or surviving corporation so that any person who is or was an employee of such a constituent corporation, or is or was serving

at the request of such constituent corporation as an employee of another corporation, limited liability company, partnership, joint venture,

trust or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting

or surviving corporation as he or she would if he or she had served the resulting or surviving corporation in the same capacity. For purposes

of this Article IX, references to “other enterprises” shall include employee benefit plans; references to “fines”

shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the

request of the Corporation” shall include any service as an employee of the Corporation which imposes duties on, or involves services

by, such employee with respect to an employee benefit plan, its participants, or beneficiaries, and a person who acted in good faith and

in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall

be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article IX.

9.7           Proceedings

to Enforce Rights to Indemnification.

(i)             If

a claim under Section 9.1 of this Article IX is not paid in full by the Corporation within sixty (60) days after a written

claim has been received by the Corporation, or a claim under Section 9.3 of this Article IX is not paid in full by the Corporation

within thirty (30) days after a written claim has been received by the Corporation, the indemnitee may at any time thereafter bring suit

against the Corporation to recover the unpaid amount of the claim. Any such written claim under Section 9.1 of this Article IX

shall include such documentation and information as is reasonably available to the indemnitee and reasonably necessary to determine whether

and to what extent the indemnitee is entitled to indemnification. Any written claim under Sections 9.1, 9.2 and 9.3 of this Article IX

shall include reasonable documentation of the expenses incurred by the indemnitee.

(ii)            If

successful in whole or in part in any suit brought pursuant to this Section 9.7(i), or in a suit brought by the Corporation to recover

an advancement of expenses pursuant to the terms of an undertaking to the extent an undertaking would be required of a present director

or officer of the Corporation pursuant to Article VII of the Certificate of Incorporation (an “undertaking”),

the indemnitee shall also be entitled to be paid and indemnified for the expense of prosecuting or defending such suit.

(iii)           In

(a) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee

to enforce a right to an advancement of expenses) it shall be a defense that, and (b) any suit brought by the Corporation to recover

an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a

final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure

of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel

or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper

in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination

by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel

or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee

has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In

any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation

to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled

to be indemnified, or to such advancement of expenses, under this Article IX or otherwise shall be on the Corporation.

9.8           Preservation

of Rights.

The indemnification and advancement of expenses

provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized or ratified, continue as to

a person who has ceased to be an employee of the Corporation, or has ceased to serve at the request of the Corporation as an employee

of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, and shall inure to the benefit

of the heirs, executors and administrators of such a person. Any repeal or modification of this Article IX by the stockholders of

the Corporation entitled to vote thereon shall not adversely affect any right or protection of an employee of the Corporation, or any

person serving at the request of the Corporation as an employee of another corporation, limited liability company, partnership, joint

venture, trust or other enterprise, existing at the time of such repeal or modification.

Article X

AMENDMENTS

Subject to Section 1 of Article V of

the Certificate of Incorporation, the Board is expressly empowered to adopt, amend or repeal the bylaws of the Corporation. The stockholders

also shall have power to adopt, amend or repeal the bylaws of the Corporation.

Article XI

DEFINITIONS

As used in these bylaws, unless the context otherwise

requires, the term:

“Affiliate” means, with respect

to any Person, any other Person that controls, is controlled by, or is under common control with such Person. For the purposes of this

definition, “control,” when used with respect to any Person, means the power to direct or cause the direction of the affairs

or management of that Person, whether through the ownership of voting securities, as trustee (or the power to appoint a trustee), personal

representative or executor, by contract, credit arrangement or otherwise and “controlled” and “controlling” have

meanings correlative to the foregoing.

“electronic transmission” means

any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or

more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that

may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient

through an automated process.

“electronic mail” means an electronic

transmission directed to a unique electronic mail address (which electronic mail shall be deemed to include any files attached thereto

and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the Corporation

who is available to assist with accessing such files and information).

“electronic mail address” means

a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the

“local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part”

of the address), whether or not displayed, to which electronic mail can be sent or delivered.

“Person” means any individual,

general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture,

unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include

any successor (by merger or otherwise) of such entity.

Capitalized terms used but not defined in these

bylaws shall have the meanings ascribed to them in the Certificate of Incorporation.

Skydance Corporation

Certificate of Amendment and Restatement of

Bylaws

The undersigned hereby certifies that she is the

duly elected, qualified, and acting Secretary of Skydance Corporation, a Delaware corporation (the “Corporation”),

and that the foregoing bylaws were approved on October 5, 2026, effective as of October 6, 2026 by the Corporation’s board

of directors.

IN WITNESS WHEREOF, the undersigned has hereunto

set her hand this 5th day of October, 2026.

By:

/s/ Stephanie Kyoko McKinnon

Name:

Stephanie Kyoko McKinnon

Title:

General Counsel and Secretary

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2626659d7_ex4-1.htm · Sequence: 4

Exhibit 4.1

PARAMOUNT SKYDANCE CORPORATION,

as Issuer,

and

DEUTSCHE BANK TRUST COMPANY

AMERICAS,

as Trustee

INDENTURE

Dated as of October 5,

2026

PROVIDING FOR ISSUANCE OF

SENIOR DEBT SECURITIES

CROSS-REFERENCE TABLE*

Trust Indenture

Act Section

Indenture Section

310

(a)(1)

7.10

(a)(2)

7.10

(a)(3)

N.A.

(a)(4)

N.A.

(a)(5)

7.10

(b)

7.10

(c)

N.A.

311

(a)

7.11

(b)

7.11

312

(a)

2.05

(b)

11.03

(c)

11.03

313

(a)

7.06

(b)(1)

N.A.

(b)(2)

7.06; 7.07

(c)

7.06; 11.02

(d)

7.06

314

(a)

4.03; 11.02; 11.04

(b)

N.A.

(c)(1)

11.04

(c)(2)

11.04

(c)(3)

N.A.

(d)

N.A.

(e)

11.05

(f)

N.A.

315

(a)

7.01; 7.02

(b)

7.05; 11.02

(c)

7.01

(d)

7.01

(e)

6.11

316

(a) (last sentence)

2.09

(a)(1)(A)

6.05

(a)(1)(B)

6.04

(a)(2)

N.A.

(b)

6.07

(c)

N.A.

317

(a)(1)

6.08

(a)(2)

6.09

(b)

2.04

318

(a)

11.01

(b)

N.A.

(c)

11.01

N.A. means not applicable.

* This Cross Reference Table is not part of this Indenture.

TABLE

OF CONTENTS

Page

Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Definitions

Section 1.02

Other Definitions

Section 1.03

Incorporation by Reference of Trust Indenture Act.

Section 1.04

Rules of Construction

Article 2 THE NOTES

Section 2.01

Form and Dating

Section 2.02

Execution and Authentication

Section 2.03

Registrar and Paying Agent

Section 2.04

Paying Agent to Hold Money

Section 2.05

Holder Lists

Section 2.06

Transfer and Exchange

Section 2.07

Replacement Notes

Section 2.08

Outstanding Notes

Section 2.09

Treasury Notes

Section 2.10

Temporary Notes

Section 2.11

Cancellation

Section 2.12

Defaulted Interest

Section 2.13

CUSIP, ISIN and Common Code Numbers

Article 3 REDEMPTION AND PREPAYMENT

Section 3.01

Redemption and Prepayment

Article 4 COVENANTS

Section 4.01

Payment of Notes

Section 4.02

Reports

Section 4.03

Compliance Certificate

Article 5 SUCCESSORS

Section 5.01

Merger, Consolidation or Sale of Assets

Article 6 DEFAULTS AND REMEDIES

Section 6.01

Events of Default

Section 6.02

Acceleration

Section 6.03

Other Remedies

Section 6.04

Waiver of Existing Defaults

Section 6.05

Control by Majority

Section 6.06

Limitation on Suits

Section 6.07

Rights of Holders of Notes to Receive Payment

Section 6.08

Collection Suit by Trustee

Section 6.09

Trustee May File Proofs of Claim

Section 6.10

Priorities

Section 6.11

Undertaking for Costs

Article 7 TRUSTEE

Section 7.01

Duties of Trustee

Section 7.02

Rights of Trustee

Section 7.03

Individual Rights of Trustee

Section 7.04

Trustee’s Disclaimer

Section 7.05

Notice of Defaults

Section 7.06

Reports by Trustee to Holders

Section 7.07

Compensation and Indemnity

Section 7.08

Replacement of the Trustee

Section 7.09

Successor Trustee by Merger, etc.

Section 7.10

Eligibility; Disqualification

Section 7.11

Preferential Collection of Claims Against the Issuer

Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01

Option to Effect Legal Defeasance or Covenant Defeasance

Section 8.02

Legal Defeasance and Discharge

Section 8.03

Covenant Defeasance

Section 8.04

Conditions to Legal or Covenant Defeasance

Section 8.05

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions

Section 8.06

Repayment to the Issuer

Section 8.07

Reinstatement

Article 9 AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01

Without Consent of Holders of Notes

Section 9.02

With Consent of Holders of Notes

Section 9.03

Compliance with Trust Indenture Act

Section 9.04

Revocation and Effect of Consents

Section 9.05

Notation on or Exchange of Notes

Section 9.06

Trustee to Sign Amendments, etc.

Article 10 GUARANTEE

Section 10.01

Guarantee

Section 10.02

Limitation on Liability

Section 10.03

No Waiver

Section 10.04

Modification

Section 10.05

Non-Impairment

Article 11 MISCELLANEOUS

Section 11.01

Trust Indenture Act Controls

Section 11.02

Notices

Section 11.03

Communication by Holders with Other Holders

Section 11.04

Certificate and Opinion as to Conditions Precedent

Section 11.05

Statements Required in Certificate or Opinion

Section 11.06

Rules by Trustee and Agents

iii

Section 11.07

No Personal Liability of Directors, Officers, Employees, Members and Stockholders

Section 11.08

Governing Law

Section 11.09

No Adverse Interpretation of Other Agreements

Section 11.10

Successors

Section 11.11

Severability

Section 11.12

Counterpart Originals

Section 11.13

Table of Contents, Headings, etc.

Section 11.14

Waiver of Jury Trial

Section 11.15

Submission to Jurisdiction

Section 11.16

Force Majeure

Section 11.17

U.S.A. Patriot Act.

Article 12 SATISFACTION AND DISCHARGE

Section 12.01

Satisfaction and Discharge of Indenture

Section 12.02

Application of Trust Money

Article 13 COLLATERAL

Section 13.01

Security Documents

INDENTURE

dated as of October 5, 2026, between Paramount Skydance Corporation, a Delaware corporation (the “Issuer”)

and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”).

WITNESSETH:

WHEREAS,

the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or

other evidences of indebtedness (the “Notes”) of the Issuer in an unlimited aggregate principal amount to be

issued from time to time in one or more series as provided in this Indenture; and

WHEREAS, all things necessary to make this Indenture

a valid and legally binding agreement of the Issuer, in accordance with its terms, have been done.

The Issuer and the Trustee agree as follows for

the benefit of each other and, except as provided herein, for the equal and ratable benefit of the Holders of the Notes:

Article 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01            Definitions.

“Affiliate” means, as to any

Person, any other Person which directly or indirectly controls, is under common control with or is controlled by such Person. As used

in this definition, “control” (including, with correlative meanings, “controlled by” and “under common control

with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through

ownership of securities or partnership or other ownership interests, by contract or otherwise). Notwithstanding the foregoing, (a) no

individual shall be deemed to be an Affiliate of the Issuer solely by reason of his or her being an officer, director or employee of the

Issuer or any of its Subsidiaries and (b) none of Viacom International Inc. (or its successor), Paramount Global, Skydance Media,

LLC, a California limited liability company, the Issuer or any of their Subsidiaries shall be deemed to be Affiliates of each other, unless

expressly stated to the contrary.

“Agent”

means any Registrar or Paying Agent.

“Agent Member” means a member

of, or participant in, the Depositary.

“Bankruptcy Code” means Title

11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor thereto.

“Business

Day” means each day which is not a Legal Holiday.

“Capital Lease Obligations”

of any Person means the obligations of such Person to pay rent or other amounts under any Capitalized Lease, which obligations are required

to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Indenture,

the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capitalized Leases” means all

capital or finance leases that have been or are required to be, in accordance with GAAP recorded as capitalized leases; provided that

unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes

of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update

(the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions (including

the definition of Indebtedness), calculations and deliverables under this Indenture (whether or not such operating lease obligations were

in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU or otherwise (on a prospective

or retroactive basis or otherwise) to be treated as or to be recharacterized as capital lease obligations or otherwise accounted for as

liabilities in financial statements.

“Clearstream”

means Clearstream Banking, S.A.

“Code” means the Internal Revenue

Code of 1986, as amended.

“Commission” or “SEC”

means the Securities and Exchange Commission.

“Corporate

Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 11.02 or such other address as

to which the Trustee may designate from time to time by notice to the Holders and the Issuer, or the principal corporate trust office

of any successor Trustee.

“Default” means any event that

is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results

solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be

cured if such previous Default is cured prior to becoming an Event of Default.

“Depositary”

means, with respect to the securities of any series, the Person specified in Section 2.03 as the Depositary with respect to the Notes,

and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this

Indenture.

“Derivative Instrument” with

respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such

Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in

the applicable series of the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such

Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance

of the applicable series of the Notes and/or the creditworthiness of the Issuer (the “Performance References”).

“Euroclear”

means Euroclear Bank S.A./N.V.

“Exchange Act” means the U.S.

Securities Exchange Act of 1934, as amended.

“Fiscal Year” means the fiscal

year of the entity, which in the case of the Issuer, at the date hereof ends on December 31.

“GAAP” means generally accepted

accounting principles.

“Global

Notes” means, individually and collectively, a Security or Securities, as the case may be, in the form established pursuant

to Section 2.01 evidencing all or part of a series of Securities, issued to the Depositary for such series or its nominee, and registered

in the name of such Depositary or nominee.

“Governmental Authority” means

any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court,

central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining

to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Guarantee” of or by any Person

means any obligation, contingent or otherwise, of such Person guaranteeing or entered into with the purpose of guaranteeing any Indebtedness

of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation

of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness

or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (b) to purchase

property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness or (c) to

maintain working capital, equity capital or other financial condition or liquidity of the primary obligor so as to enable the primary

obligor to pay such Indebtedness; provided, however, that the term “Guarantee” shall not include endorsements for collection

or deposit, in either case in the ordinary course of business.

“Holder” means the Person in

whose name a Note is registered on the Registrar’s books.

“incur” means issue, assume,

enter into a Guarantee, incur or otherwise become liable for.

“Indebtedness” of any Person

means at any date, without duplication,

(a)            (i) any

indebtedness of such Person in respect of borrowed money; (ii) any indebtedness evidenced by bonds, notes, debentures, loan agreements

or similar instruments; (iii) obligations of such Person as issuer, customer or account party under letters of credit or bankers’

acceptances to the extent drawn; (iv) obligations of such Person as a lessee under Capital Lease Obligations; (v) the balance

deferred and unpaid of the purchase price of any property to the extent the same would be required to be shown as a long-term liability

on the balance sheet of such Person prepared in accordance with GAAP; and (vi) any obligations of such Person in respect of disqualified

equity interests; and

(b)            (i) to

the extent not otherwise included, any Guarantee by such Person of the obligations of the type referred to in clause (a) of another

Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable

instruments for collection in the ordinary course of business and (ii) to the extent not otherwise included, the obligations of the

type referred to in clause (a) of another Person secured by a Lien (other than any Liens that may be permitted by a supplemental

indenture relating to a given series of Notes) on any property owned by such Person, whether or not such obligations are assumed by such

Person and whether or not such obligations would appear upon the balance sheet of such Person; provided that the amount of such Indebtedness

for purposes of this clause (ii) will be the lesser of the fair market value of such property at such date of determination and the

amount of Indebtedness so secured;

provided that, notwithstanding the foregoing, Indebtedness

will be deemed not to include indebtedness, guarantees or obligations that are (1) contingent obligations incurred in the ordinary

course of business unless and until such obligations are non-contingent, (2) trade payables and commercial guarantees or arrangements

related or incidental to the business of the Issuer and the Subsidiaries, (3) earn outs, purchase price holdbacks or similar obligations,

(4) intercompany liabilities arising in the ordinary course of business, (5) any Liens that may be permitted by a supplemental

indenture relating to a given series of Notes, (6) loans and advances made by the Issuer or Subsidiary Guarantors having a term not

exceeding 364 days (inclusive of any roll over or extension of terms), (7) Indebtedness of any direct or indirect parent entity appearing

on the balance sheet of such Person solely by reason of push down accounting under GAAP, (8) with respect to the production, distribution

and acquisition of motion pictures or other programming rights, talent or publishing rights, (9) the net change in the carrying value

of Indebtedness relating to fair value hedges in accordance with ASC 815 or (10) financings by way of sales or transfers of receivables

or inventory, which will be accounted for as indebtedness in accordance with ASC 860 and ASC 810.

“Indenture”

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

“Indirect

Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Issuer”

has the meaning assigned to it in the preamble to this Indenture.

“Legal Holiday” means a Saturday,

a Sunday or a day on which banking institutions are not required to be open in the State of New York.

“Lien” means any mortgage, deed

of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), security interest or preference,

priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any

conditional sale or other title retention agreement.

“Long Derivative Instrument”

means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which

generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or

the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Material Subsidiary” means

any “significant subsidiary” of the Issuer as defined in Regulation S-X of the SEC.

“Net Short” means, with respect

to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds

the sum of the (x) the value of its Notes of the applicable series plus (y) the value of its Long Derivative Instruments as

of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy

Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Issuer immediately

prior to such date of determination.

“Note”

or “Notes” has the meaning assigned to it in the recitals.

“Note Guarantee” means a Guarantee

by a Subsidiary Guarantor of the Issuer’s obligations with respect to the Notes.

“Notes Obligations”, unless

otherwise defined in any supplemental indenture, means Obligations in respect of the Notes and any Note Guarantee.

“Obligations” means, with respect

to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts

payable pursuant to the documentation governing such Indebtedness, including interest, fees and expenses that accrue after the commencement

of any insolvency or bankruptcy proceeding, regardless of whether such interest, fees and expenses are allowed claims in such proceeding.

“Officer” means the Chairman

of the Board, the President, any Vice President, the Treasurer, the Secretary, the Chief Executive Officer or Chief Financial Officer

of the Issuer.

“Officer’s

Certificate” means a certificate signed by one Officer.

“Opinion

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

counsel to the Issuer.

“Paramount Global” means Paramount

Global, a Delaware corporation.

“Participant”

means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream,

respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Person” means any individual,

partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture,

Governmental Authority or other entity of whatever nature.

“principal” of a note means

the principal of the note plus the premium, if any, payable on the note which is due or overdue or is to become due at the relevant time.

“Register”

means a register in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of

the Notes and of transfers and exchanges of such Notes which the Issuer shall cause to be kept at the appropriate office of the Registrar

in accordance with Section 2.03.

“Responsible

Officer” when used with respect to the Trustee means any officer within the corporate trust department of the Trustee (or any

successor group thereto), including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer

or any other officer of the Trustee, who customarily performs functions similar to those performed by the Persons who at the time shall

be such officer and with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate

trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Screened Affiliate” means any

Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that

is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate

of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Issuer or its

Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting

in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced

by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection

with its investment in the Notes.

“Security”

or “Securities” means one or more of the Notes duly authenticated by the Trustee and delivered pursuant to the provisions

of this Indenture.

“Securities Act” means the U.S.

Securities Act of 1933, as amended.

“series” refers to all Notes

established pursuant to any supplemental indenture to this Indenture that have the same economic terms and that are specified to be a

“series” of Notes hereunder.

“Short Derivative Instrument”

means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which

generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or

the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Stated

Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such

payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness, or, if none, the original

documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest

or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, for any

Person (the “Parent”), any corporation, partnership or other entity of which shares of Voting Capital Stock sufficient

to elect a majority of the board of directors or other Persons performing similar functions of such corporation, partnership or other

entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation,

partnership or other entity shall have or might have voting power by reason of the happening of any contingency) are at the time directly

or indirectly owned or controlled by the Parent or one or more of its Subsidiaries or by the Parent and one or more of its Subsidiaries.

Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in the Indenture shall refer

to a Subsidiary or Subsidiaries of the Issuer.

“Subsidiary Guarantor” means

each Subsidiary of the Issuer that executes a supplemental indenture to this Indenture as a Subsidiary Guarantor until released from its

Note Guarantee.

“TIA”

means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified

under the TIA; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, then “TIA”

means, to the extent required by such amendment, the Trust Indenture Act of 1939 as so amended.

“Trustee”

means Deutsche Bank Trust Company Americas, until a successor replaces Deutsche Bank Trust Company Americas, in accordance with Article 7

and thereafter means the successor serving hereunder.

“U.S. Government Obligations”

means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including

any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and

which are not callable at the issuer’s option.

“Voting Capital Stock” means

securities or other ownership interests of a corporation, partnership or other entity having by the terms thereof ordinary voting power

to vote in the election of the board of directors or other Persons performing similar functions of such corporation, partnership or other

entity (without regard to the occurrence of any contingency).

Section 1.02            Other

Definitions.

Term

Defined in Section

“Authentication Order”

2.02

“Covenant Defeasance”

8.03

“Directing Holder”

6.02

“DTC”

2.03

“Event of Default”

6.01

“Guaranteed Obligations”

10.01

“Legal Defeasance”

8.02

“Noteholder Direction”

6.02

“Paying Agent”

2.03

“Position Representation”

6.02

“Registrar”

2.03

“Successor Company”

5.01

“Verification Covenant”

6.02

Section 1.03            Incorporation

by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of

the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture

have the following meanings:

“indenture

securities” means the Notes;

“indenture

security holder” means a Holder of a Note;

“indenture

to be qualified” means this Indenture;

“indenture

trustee” or “institutional trustee” means the Trustee; and “obligor” on the Notes means

the Issuer and any successor obligor upon the Notes.

All other terms used in this Indenture that are

defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned

to them.

Section 1.04            Rules of

Construction.

Unless the context otherwise requires:

(i)            a

term has the meaning assigned to it;

(ii)           an

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

(iii)          “or”

is not exclusive;

(iv)          words

in the singular include the plural, and in the plural include the singular;

(v)           provisions

apply to successive events and transactions;

(vi)          references

to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted

by the SEC from time to time;

(vii)         references

to any statute, law, rule or regulation shall be deemed to refer to the same as from time to time amended and in effect and to any

successor statute, law, rule or regulation;

(viii)        references

to any contract, agreement or instrument shall mean the same as amended, modified, supplemented or amended and restated from time to time,

in each case, in accordance with any applicable restrictions contained in this Indenture; and

(ix)           “including”

means “including, without limitation.”

Article 2

THE NOTES

Section 2.01            Form and

Dating.

(a)            General.

The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage or this Indenture and may reference

terms of the Notes. Each Note shall be dated the date of its authentication.

The aggregate principal amount of Notes that may

be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series. There shall be set forth

in one or more indentures supplemental hereto, prior to the issuance of Notes of any series:

(i)            the

title of the series (which shall distinguish the Notes of such series from the Notes of all other series) and the Issuer with respect

to such series of Notes;

(ii)           any

limit upon the aggregate principal amount of the Notes of the series that may be authenticated and delivered under this Indenture (except

for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Notes of such series pursuant to this

Indenture);

(iii)          the

dates on which or periods during which the Notes of the series may be issued, and the dates on, or the range of dates within, which the

principal of and premium, if any, on the Notes of such series are or may be payable or the method by which such date or dates shall be

determined or extended;

(iv)          the

rate or rates at which the Notes of the series shall bear interest, if any, or the method by which such rate or rates shall be determined,

whether such interest shall be payable in cash or additional Notes of the same series or shall accrue and increase the aggregate principal

amount outstanding of such series (including if such Securities were originally issued at a discount), the date or dates from which such

interest shall accrue, or the method by which such date or dates shall be determined, the interest payment dates on which any such interest

shall be payable, and the record dates for the determination of Holders to whom interest is payable on such interest payment dates or

the method by which such date or dates shall be determined, the right, if any, to extend or defer interest payments and the duration of

such extension or deferral;

(v)           if

other than U.S. Dollars, the currency in which Notes of the series shall be denominated or in which payment of the principal of, premium,

if any, or interest in the Notes of the series shall be payable and any other terms concerning such payment;

(vi)          the

place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any,

and interest on Notes of the series shall be payable, and where Notes of any series may be presented for registration of transfer, exchange

or conversion, and the place or places where notices and demands to or upon the Issuer in respect of the Notes of such series may be made;

(vii)         the

price or prices at which, the period or periods within which or the date or dates on which, and the terms and conditions upon which Notes

of the series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have that option;

(viii)        the

obligation or right, if any, of the Issuer to redeem, purchase or repay Notes of the series pursuant to any sinking fund, amortization

or analogous provisions or at the option of a Holder thereof and the price or prices at which, the period or periods within which or the

date or dates on which, and the terms and conditions upon which Notes of the series shall be redeemed, purchased or repaid, in whole or

in part, pursuant to such obligation;

(ix)           if

other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable upon

declaration of acceleration of the maturity thereof;

(x)            the

Subsidiary Guarantors, if any, of the Notes of the series, and the extent of the guarantees (including provisions relating to seniority,

subordination, and the release of the Subsidiary Guarantors), if any, and any additions or changes to permit or facilitate guarantees

of such Securities;

(xi)          whether

the Notes of the series are to be issued with original issue discount and the amount of discount with which such Notes may be issued;

(xii)         provisions,

if any, for the defeasance of Notes of the series in whole or in part and any addition or change in the provisions related to satisfaction

and discharge;

(xiii)        whether

the Notes of the series are to be issued in whole or in part in the form of one or more Global Notes, and, in such case, the Depositary

for such Global Notes, and the terms and conditions, if any, upon which interests in such Global Note or Global Notes may be exchanged

in whole or in part for the individual Notes represented thereby in definitive form registered in the name or names of Persons other than

such Depositary or a nominee or nominees thereof;

(xiv)        the

date as of which any Global Notes of the series shall be dated if other than the original issuance of the first Security of the series

to be issued;

(xv)         the

form of the Notes of the series;

(xvi)        whether

the Notes of such series are subject to subordination and the terms of such subordination;

(xvii)       whether

the Notes of such series or, if applicable, any Note Guarantees of such series, will be secured by any collateral and, if so, the provisions

and release mechanisms related thereto;

(xviii)      any

restriction or condition on the transferability of the Notes of such series;

(xix)         any

addition or change in the provisions related to compensation and reimbursement of the Trustee which applies to Securities of such series;

(xx)          any

addition or change in the provisions related to supplemental indentures which applies to Notes of such series;

(xxi)         provisions,

if any, granting special rights to Holders upon the occurrence of specified events;

(xxii)        any

addition to or change in the Events of Default which applies to any Notes of the series;

(xxiii)       for

any series that is not required to comply with the TIA, whether the provisions of this Indenture requiring compliance with, or otherwise

incorporating by reference, the terms of the TIA shall apply to such series; and

(xxiv)      any

other terms of the Notes of such series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted

by Section 9.01).

(b)            Euroclear

and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and

“Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream”

and “Customer Handbook” of Clearstream (or, in each case, equivalent documents setting forth the procedures of Euroclear

and Clearstream) shall be applicable to transfers of beneficial interests in Global Notes that are held by Participants through Euroclear

or Clearstream.

Section 2.02            Execution

and Authentication.

An Officer shall sign the Notes for the Issuer

by manual or electronic signature.

If an Officer whose signature is on a Note no longer

holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by

the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under

this Indenture.

any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer

to the Trustee for authentication; and the Trustee shall authenticate and deliver Notes upon a written order of the Issuer signed by an

Officer of the Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount of Notes

to be authenticated and the date on which the Notes are to be authenticated, and whether the Notes are to be issued as one or more Global

Notes and such other information as the Issuer may include or the Trustee may reasonably request. The aggregate principal amount of Notes

which may be authenticated and delivered under this Indenture is unlimited.

The Trustee may appoint an authenticating agent

acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference

in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights

as an Agent to deal with Holders or an Affiliate of the Issuer.

Section 2.03            Registrar

and Paying Agent.

The

Issuer shall maintain an office or agency in the Borough of Manhattan, the City of New York, where Notes may be presented for registration

of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying

Agent”). Until otherwise designated by the Issuer, the Issuer’s office or agency in New York shall be the office of the

Trustee maintained for such purpose. The Registrar shall keep the Register of the Notes and of their transfer and exchange. The Issuer

may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar

and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar

without notice to any Holder. The Registrar or Paying Agent may resign at any time upon not less than ten (10) Business Days’

prior written notice to the Issuer. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture,

which shall incorporate any applicable terms of the TIA. The Issuer shall notify the Trustee in writing of the name and address of any

Agent not a party to this Indenture. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

The

Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global

Notes.

The Issuer initially appoints the Trustee to act

as the Registrar and Paying Agent and to act as custodian with respect to the Global Notes.

Section 2.04            Paying

Agent to Hold Money.

Principal of, premium, if any, and interest on

the Notes will be payable at the office of the Paying Agent or, at the option of the Issuer, payment of interest may be made by check

mailed to Holders at their respective addresses set forth in the Register; provided, all payments of principal, premium, if any,

and interest with respect to the Notes represented by one or more Global Notes registered in the name or held by the Depositary shall

be made by wire transfer of immediately available funds to accounts specified by the Holder prior to 10:00 a.m., New York time, on each

due date of the principal and interest on any Note. The Issuer shall require each Paying Agent other than the Trustee to agree in writing

that the Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal,

premium, if any, or interest on the Notes of the Issuer, and shall notify the Trustee of any default by the Issuer in making any such

payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer

at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent

(if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying

Agent, it shall segregate and hold in a separate fund for the benefit of Holders all money held by it as Paying Agent. Upon any bankruptcy

or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05            Holder

Lists.

The Trustee shall preserve in as current a form

as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply

with TIA § 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven (7) Business

Days before each interest payment date but after the record date and at such other times as the Trustee may request in writing, a list

in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders, and the Issuer shall otherwise

comply with TIA § 312(a).

Section 2.06            Transfer

and Exchange.

(a)            Where

Securities of a series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for

an equal principal amount of Securities of the same series, the Registrar shall register the transfer or make the exchange if its requirements

for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s

request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein),

but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection

therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 9.05).

(b)            Neither

the Issuer nor the Registrar shall be required (a) to issue, register the transfer of or exchange Securities of any series for the

period beginning at the opening of business 15 days immediately preceding the sending of a notice of redemption of Securities of that

series selected for redemption and ending at the close of business on the day such notice is sent, (b) to register the transfer of

or exchange Securities of any series selected, called or being called for redemption as a whole or the portion being redeemed of any such

Securities selected, called or being called for redemption in part or (c) to register the transfer of or exchange Securities of any

series between a record date and payment date for such series of Securities.

Each Global Note shall bear a legend in substantially the following form unless specifically stated otherwise in the applicable provisions

of this Indenture:

THIS

GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE

BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE

SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED

IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED

TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO

A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES

IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST

COMPANY (570 WASHINGTON BOULEVARD, JERSEY CITY, NJ 07310) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION

OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED

BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL

INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(d)            Cancellation

and/or Adjustment of Global Notes. At such time as a particular Global Note has been redeemed, repurchased or canceled in whole and

not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11.

At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will

take delivery thereof in the form of a beneficial interest in another Global Note, the principal amount of Notes represented by such Global

Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction

of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take

delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and

an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(e)            General

Provisions Relating to Transfers and Exchanges.

(i)            To

permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes upon the Issuer’s

order or at the Registrar’s request.

(ii)           A

Holder may transfer or exchange Notes only in accordance with this Indenture. Upon any transfer or exchange, the Registrar and the Trustee

may require a Holder, among other things, to furnish appropriate endorsements or transfer documents in connection with a transfer of Notes.

No service charge shall be made to a Holder of a beneficial interest in a Global Note for any registration of transfer or exchange, but

the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith

(other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10 and 9.05).

(iii)          All

Global Notes issued upon any registration of transfer or exchange of Global Notes shall be the valid obligations of the Issuer, evidencing

the same debt, and entitled to the same benefits under this Indenture, as the Global Notes surrendered upon such registration of transfer

or exchange.

(iv)          Neither

the Issuer nor the Registrar will be required (a) to transfer or exchange any Note selected for redemption in whole or in part, except

the unredeemed portion of any Note being redeemed in part, or (b) to transfer or exchange any Note for a period of 15 days before

the delivery of a notice of redemption of Notes to be redeemed or between record date and the next succeeding interest payment date.

(v)           Prior

to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person

in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest

on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vi)          The

Trustee shall authenticate Global Notes in accordance with the provisions of Section 2.02.

(vii)         All

certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect

a registration of transfer or exchange may be submitted by facsimile.

(viii)        Each

Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment

of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States Federal or state securities

law.

(ix)           Neither

the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

(x)            None

of the Trustee, the Registrar, the Paying Agents or Transfer Agents shall have any responsibility or obligation to any beneficial owner

of an interest in a Global Note, any Agent Member or other member of, or a participant in, DTC or other Person with respect to the accuracy

of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the Notes or with respect

to the delivery to any Agent Member or other participant, member, beneficial owner or other Person (other than DTC) of any notice or the

payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications

to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order

of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global

Note shall be exercised only through DTC, subject to its applicable rules and procedures. The Trustee, Registrar, Paying Agents and

Transfer Agents may rely and shall be fully protected in relying upon information furnished by DTC with respect to its Agent Members and

other members, participants and any beneficial owners.

(xi)           Neither

the Trustee nor the Registrar or Transfer Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with

any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any

Note (including any transfers between or among Participants or Indirect Participants in any Global Note) other than to require delivery

of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by,

the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.07            Replacement

Notes.

If any mutilated Note is surrendered to the Trustee

or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue

and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are

met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of

the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may

suffer if a Note is replaced. The Issuer may charge for their expenses in replacing a Note.

Every replacement Note is an additional legally

binding obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other

Notes duly issued hereunder.

Section 2.08            Outstanding

Notes.

The Notes outstanding at any time are all the Notes

authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest

in a Global Note effected by the Trustee in accordance with the provisions of this Indenture, and those described in this Section 2.08

as not outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Issuer or an Affiliate

of the Issuer holds the Note.

If a Note is replaced pursuant to Section 2.07,

it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered

paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary

or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then

on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09            Treasury

Notes.

In determining whether the Holders of the required

principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Person directly or

indirectly controlled by or under direct or indirect common control with the Issuer or, if the TIA is applicable to this Indenture, to

the extent required by the TIA, any person controlling the Issuer, shall be considered as though not outstanding, except that for the

purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a

Responsible Officer of the Trustee knows are so owned shall be so disregarded.

Section 2.10            Temporary

Notes.

Until

certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order,

shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that

the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay,

the Issuer shall prepare and the Trustee shall authenticate definitive Notes of the same series and date of maturity in exchange

for temporary Notes. Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

Section 2.11            Cancellation.

The Issuer at any time may deliver Notes to the

Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of

transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange,

payment, replacement or cancellation and shall dispose of such canceled Notes in its customary manner. The Issuer may not issue new Notes

to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12            Defaulted

Interest.

If the Issuer defaults in a payment of interest

on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest,

which interest on defaulted interest shall accrue until the defaulted interest is deemed paid hereunder, to the Persons who are Holders

on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01. The Issuer shall notify

the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The

Issuer shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date

shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date,

the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall transmit to Holders

a notice that states the special record date, the related payment date and the amount of such interest to be paid. The Trustee shall not

at any time be under any duty or responsibility to any holder of Notes to determine the defaulted interest, or with respect to the nature,

extent, or calculation of the amount of defaulted interest owed, or with respect to the method employed in such calculation of the defaulted

interest.

Section 2.13            CUSIP, ISIN

and Common Code Numbers.

The Issuer in issuing the Notes may use “CUSIP,”

“ISIN” and/or “Common Code” numbers (if then generally in use), and, if so, the Trustee shall use

“CUSIP,” “ISIN” and/or “Common Code” numbers in notices of redemption as a convenience

to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either

as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification

numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will

promptly notify the Trustee in writing of any change in the “CUSIP,” “ISIN” and/or “Common

Code” numbers of any Notes.

Article 3

REDEMPTION AND PREPAYMENT

Section 3.01            Redemption

and Prepayment

The redemption and prepayment terms, if any, with

respect to any series of Notes will be set forth in one or more supplemental indentures governing such series of Notes.

Article 4

COVENANTS

Section 4.01            Payment

of Notes.

The Issuer shall pay or cause to be paid the principal,

premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest

shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary thereof, holds as of 10:00 a.m. New

York City time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all

principal, premium, if any, and interest then due.

Section 4.02            Reports.

At any time while the Issuer or any direct or indirect

parent of the Issuer is otherwise subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act,

only for so long as such entity is required to be or remains subject to the reporting requirements of Section 13(a) or 15(d) of

the Exchange Act, such entity shall file with the Trustee, and transmit to Holders, the annual reports, information, documents and other

reports that such entity is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act within

15 days after the same is so required to be filed with the Commission. Delivery of such reports, information and documents to the Trustee

is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information

contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants

hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Notwithstanding anything to the contrary set forth

above, for so long as the Issuer is a direct or indirect majority-owned subsidiary of any Person which, directly or indirectly, owns a

majority of the outstanding common equity interests of the Issuer, if such Person which, directly or indirectly, owns a majority of the

outstanding common equity interests of the Issuer has furnished the Holders of the Notes or filed electronically with the SEC the reports

described in the preceding paragraphs (to the extent required to file such reports under Section 13(a) or 15(d) of the

Exchange Act) with respect to such Person which, directly or indirectly, owns a majority of the outstanding common equity interests of

the Issuer and such reports include a brief explanation (or such explanation is otherwise made available to the Holders) of the material

differences between the financial statements of such Person and that of the Issuer, then in each case, the Issuer shall be deemed to be

in compliance with this Section 4.02.

Any information filed with the SEC and available

at www.SEC.gov or made available on the website of the Issuer or any Person which, directly or indirectly, owns a majority of the

outstanding common equity interests of the Issuer shall be deemed transmitted, filed and delivered as required under this Section 4.02.

Section 4.03            Compliance

Certificate.

(a)            The

Issuer shall deliver to the Trustee, within 120 days after the end of each Fiscal Year, an Officer’s Certificate stating that a

review of the activities of the Issuer and its Subsidiaries during the preceding Fiscal Year has been made under the supervision of the

signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under the Indenture,

and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed,

performed and fulfilled each and every covenant contained in the Indenture and is not in default in the performance or observance of any

of the terms, provisions and conditions of the Indenture (or, if a Default or Event of Default shall have occurred, describing all such

Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect

thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account

of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what

action the Issuer is taking or proposes to take with respect thereto.

(b)            The

Issuer shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer within 30 days after becoming

aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the

Issuer is taking or proposes to take with respect thereto.

Article 5

SUCCESSORS

Notwithstanding anything herein to the contrary,

the provisions of this Article 5 shall not apply to the Issuer unless and until the Issuer executes a supplemental indenture expressly

subjecting itself to this Article 5.

Section 5.01            Merger,

Consolidation or Sale of Assets.

The Issuer will not consolidate with or merge with

or into, or convey, transfer or lease, in one transaction or a series of transactions all or substantially all its assets to, any Person

(other than a Subsidiary Guarantor), unless:

(1) the resulting, surviving or transferee

Person (the “Successor Company”) shall be a Person organized and existing under the laws of the (u) United States

of America, any State thereof or the District of Columbia, (v) Canada, (w) Ireland, (x) England and Wales, (y) any

member state of the European Union as in effect on the issue date of the applicable series of Notes or (z) Switzerland and the Successor

Company (if not the Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form

reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Notes and the Indenture and, with respect to any series

of Notes that are secured, if applicable, the Successor Company (if not the Issuer) shall, by supplement to the security documents, assume

all obligations of the Issuer under the applicable security documents; provided that such Successor Company may not be a Person

organized outside of the United States of America, any State thereof or the District of Columbia unless the Issuer determines in good

faith that such jurisdiction would not result in material adverse tax consequences to Holders;

(2) immediately after giving pro forma

effect to such transaction, no Default shall have occurred and be continuing; and

(3) the Issuer shall have delivered to the

Trustee an Officer’s Certificate stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply

with the requirements of this Indenture.

For purposes of this Section 5.01, the sale,

lease, conveyance, assignment, transfer or other disposition of all or substantially all of the assets of one or more Subsidiaries of

the Issuer, which assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the assets

of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of the Issuer.

The Successor Company will be the successor to

the Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture, and

the predecessor company, except in the case of a lease, shall be released from its obligations under this Indenture, any applicable security

documents and any applicable intercreditor agreements, including the obligation to pay the principal of and interest on the Notes.

For purposes of this Section 5.01, “all

or substantially all” means assets contributing in the aggregate at least 80% of the Issuer’s total consolidated revenues

as reported in the Issuer’s last available periodic financial report filed with the Commission.

For the avoidance of doubt, this Section 5.01

will not apply to transactions by and among the Issuer and its Subsidiaries.

Article 6

DEFAULTS AND REMEDIES

Notwithstanding anything herein to the contrary,

the provisions of this Article 6 shall not apply to the Issuer unless and until the Issuer executes a supplemental indenture expressly

subjecting itself to this Article 6.

Section 6.01            Events

of Default.

Except

where otherwise indicated by the context or where the term is otherwise defined for a specific purpose, the term “Event

of Default” as used in this Indenture with respect to Notes of any series shall mean one of the following described events unless

it is either inapplicable to a particular series or it is specifically deleted or modified in a supplemental indenture:

(1)            a

default in the payment of interest on the Notes of such series when due, continued for 30 days;

(2)            a

default in the payment of the principal of or premium, if any, on any Note of such series when due at maturity, upon optional redemption,

upon required purchase, upon declaration of acceleration or otherwise;

(3)            the

failure by the Issuer or, if any Note Guarantees are issued with respect to such series, any Subsidiary Guarantor to comply for 60 days

after notice with its covenants or other agreements (other than those described in the immediately preceding clauses (1) and (2) above);

provided that in the case of a failure to comply with Section 4.02, such period of continuance of such default or breach shall

be 120 days after written notice described in this clause (3) has been given; provided further that (x) a Default under

this clause (3) will not constitute an Event of Default with respect to a series of Notes until the Trustee or the Holders of 30%

in principal amount of the outstanding Notes of such series notify the Issuer of the Default and the Issuer does not cure such Default

within the time specified after receipt of such notice and (y) a notice of Default may not be given with respect to any action taken,

and reported publicly or to Holders, more than two years prior to such notice of Default;

(4)            (I) the

Issuer or, if any Note Guarantees are issued with respect to such series, any Subsidiary Guarantor that is a Material Subsidiary (or group

of Subsidiary Guarantors that, taken together, would constitute a Material Subsidiary) pursuant to or within the meaning of Bankruptcy

Code:

(a)            commences

a voluntary case;

(b)            consents

to the entry of an order for relief against it in an involuntary case;

to the appointment of a custodian of it or for all or substantially all of its property; or

(d)            makes

a general assignment for the benefit of its creditors; or

(II) a court of competent jurisdiction

enters an order or decree under any Bankruptcy Code that:

(a)            is

for relief against the Issuer or, if any Note Guarantees are issued with respect to such series, a Subsidiary Guarantor that is a Material

Subsidiary (or group of Subsidiary Guarantors that, taken together, would constitute a Material Subsidiary) in an involuntary case;

(b)            appoints

a custodian of the Issuer or, if any Note Guarantees are issued with respect to such series, a Subsidiary Guarantor that is a Material

Subsidiary (or group of Subsidiary Guarantors that, taken together, would constitute a Material Subsidiary) or for all or substantially

all of the property of the Issuer or a Subsidiary Guarantor that is a Material Subsidiary (or group of Subsidiary Guarantors that, taken

together, would constitute a Material Subsidiary); or

the liquidation of the Issuer or, if any Note Guarantees are issued with respect to such series, a Subsidiary Guarantor that is a Material

Subsidiary (or group of Subsidiary Guarantors that, taken together, would constitute a Material Subsidiary), and the order or decree remains

unstayed and in effect for 60 consecutive days; and

(5)            if

any Note Guarantees are issued with respect to such series, any Note Guarantee of any Subsidiary Guarantor that is a Material Subsidiary

(or Note Guarantees of any group of Subsidiary Guarantors that, taken together, would constitute a Material Subsidiary) ceases to be in

full force and effect (other than in accordance with the terms of such Note Guarantee and/or this Indenture) or any Subsidiary Guarantor

denies or disaffirms its obligations in writing under its Note Guarantee.

A Default under one series of Notes issued under

this Indenture will not necessarily be a Default under another series of Notes issued under this Indenture.

Section 6.02            Acceleration.

an Event of Default arising from Section 6.01(4) with respect to the Issuer occurs and is continuing, the principal of

and accrued but unpaid interest on all outstanding Notes shall ipso facto become and be immediately due and payable without any

declaration or other act on the part of the Trustee or any Holders of the Notes.

If any other Event of Default with respect to the

Notes of any series occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes

of such series may declare the principal of and accrued but unpaid interest on all the Notes of such series to be due and payable. Upon

such a declaration, such principal and interest shall be due and payable immediately.

The Holders of a majority in aggregate principal

amount of the Notes of any series then outstanding by written notice to the Trustee may on behalf of all of the Holders of such series

rescind an acceleration and its consequences with respect to such series of Notes if the rescission would not conflict with any judgment

or decree and if all existing Events of Default (except non-payment of principal, interest or premium that has become due solely because

of the acceleration) have been cured or waived. Any time period in this Indenture to cure any actual or alleged Default or Event of Default

with respect to each series of the Notes may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged

Default or Event of Default is the subject of litigation.

Any notice of Default, notice of acceleration or

instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”)

provided by any one or more Holders (each, a “Directing Holder”) must be accompanied by a written representation from

each such Holder to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder

is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation,

in the case of a Noteholder Direction relating to a notice of Default, shall be deemed repeated at all times until the resulting Event

of Default is cured or otherwise ceases to exist or the applicable series of Notes are accelerated. In addition, each Directing Holder

must, at the time of providing a Noteholder Direction, covenant to provide the Issuer with such other information as the Issuer may reasonably

request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business

Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position

Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its

nominee, and DTC shall be entitled to rely on such Position Representation and Verification Covenant in delivering its direction to the

Trustee.

If, following the delivery of a Noteholder Direction,

but prior to acceleration of the Notes of the applicable series, the Issuer determines in good faith that there is a reasonable basis

to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence

that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was,

at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable

Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such

Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court

of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes

of the applicable series, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to

satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with

respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy

stayed until such time as the Issuer provides the Trustee with an Officer’s Certificate that the Verification Covenant has been

satisfied; provided that the Issuer shall promptly deliver such Officer’s Certificate to the Trustee upon becoming aware

that the Verification Covenant has been satisfied. Any breach of the Position Representation (as evidenced by the delivery to the Trustee

of the Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant) shall result in such Holder’s

participation in such Noteholder Direction being disregarded; and if, without the participation of such Holder, the percentage of Notes

of the applicable series held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly

provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall

be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or

any notice of such Default or Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the

Directing Holders to the Trustee which obligations shall continue to survive.

Notwithstanding anything in the preceding two paragraphs

to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy

or similar direction shall not require compliance with the foregoing paragraphs.

With their acquisition of the Notes, each Holder

and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Issuer in accordance

with the terms of this Section. Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity,

against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will

not be liable for any action that the Trustee takes in accordance with this Section, or arising out of or in connection with following

instructions or taking actions in accordance with a Noteholder Direction.

For the avoidance of doubt, the Trustee will treat

all holders equally with respect to their rights under this Section. In connection with the requisite percentages required under this

Section, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether

the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction. The Issuer hereby confirms

that any and all other actions that the Trustee takes or omits to take under this Section and all fees, costs and expenses of the

Trustee and its agents and counsel arising hereunder and in connection herewith shall be covered by the Issuer’s indemnification

under Section 7.07.

The Trustee shall have no obligation to monitor

or determine whether a Holder is Net Short and can rely conclusively on the Officer’s Certificates delivered by the Issuer and determinations

made by a court of competent jurisdiction.

Section 6.03            Other

Remedies.

If an Event of Default occurs and is continuing,

the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce

the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it

does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder

in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or

acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04            Waiver

of Existing Defaults.

Holders of not less than a majority in aggregate

principal amount of the then outstanding Notes of any series by notice to the Trustee may on behalf of the Holders of all of the Notes

of such series waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of

Default in the payment of the principal of, premium, if any, or interest on, the Notes of such series (including in connection with an

offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding

Notes of such series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration).

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured

for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent

thereon.

Section 6.05            Control

by Majority.

Subject to the terms of the applicable intercreditor

agreements, the Holders of a majority in principal amount of the outstanding Notes of a series are given the right to direct the time,

method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on

the Trustee with respect to the Notes of such series. The Trustee, however, may refuse to follow any direction that conflicts with law

or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note of such series or that

would involve the Trustee in personal liability.

Section 6.06            Limitation

on Suits.

Subject to Article 7, in case an Event of

Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture

or the related security documents at the request or direction of any of the Holders of a series of Notes unless such Holders have offered

to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Subject to the applicable intercreditor

agreements, except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note of

a series may pursue any remedy with respect to the Indenture or the Notes of such series unless:

(1)            such

Holder has previously given the Trustee notice that an Event of Default is continuing;

(2)            Holders

of at least 30% in principal amount of the outstanding Notes of such series have requested the Trustee to pursue the remedy;

(3)            such

Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

(4)            the

Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5)            Holders

of a majority in principal amount of the outstanding Notes of such series have not given the Trustee a direction inconsistent with such

request within such 60-day period.

No one or more of such Holders will

have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb, or prejudice

the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to

enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders

(it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly

prejudicial to such Holders).

Section 6.07            Rights

of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture,

the right of any Holder to receive payment of principal, premium, if any, and interest on any Note, on or after the respective due dates

expressed in such Note (including in connection with an offer to purchase), 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 specified in Section 6.01(1) or

(2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against

the Issuer for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal

and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including

the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09            Trustee

May File Proofs of Claim.

The Trustee is authorized to 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

the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and Holders allowed in any judicial

proceedings relative to the Issuer (or any other obligor upon the Notes), their creditors or their property and shall be entitled and

empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian 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 Holders, to pay to the Trustee any amount due to it for the reasonable compensation,

expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.

To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,

and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason,

payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and

other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization

or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or

adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of

any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10            Priorities

Subject to the terms of the applicable intercreditor

agreements and security documents, if the Trustee collects any money pursuant to this Article 6 from the Issuer (or any other obligor

on any of the Notes), it shall pay out the money in the following order:

First:

to the payment of all amounts owing to the Trustee in all of its capacities, including all reasonable costs and expenses incurred by the

Trustee in connection with the receipt of such amounts or otherwise;

Second:

to the extent such money remain after the application pursuant to preceding clause “First”, to the Trustee for the payment

in full of the other Notes Obligations, ratably, without preference or priority of any kind, according to the amounts due and payable

with respect to the Notes Obligations; and

Third:

any balance of such money remaining after the application pursuant to the preceding clauses “First” and “Second”,

to the Issuer, its successors or assigns, or to whomever may be lawfully entitled to receive the same.

The Trustee may fix a record date and payment date

for any payment to Holders pursuant to this Section 6.10.

Section 6.11            Undertaking

for Costs.

In any suit for the enforcement of any right or

remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion

may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion

may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due

regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit

by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than 10% in principal amount of the then

outstanding Notes of any series.

Article 7

TRUSTEE

Section 7.01            Duties

of Trustee.

(1)            If

an Event of Default with respect to the Notes of any series has occurred and is continuing, the Trustee shall, with respect to such series,

exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a

prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(2)            Except

during the continuance of an Event of Default with respect to any series of Notes:

(a)            the

duties of the Trustee, with respect to the Notes of any series, shall be determined solely by the express provisions of this Indenture

and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants

or obligations shall be read into this Indenture against the Trustee; and

(b)            in

the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the

opinions expressed therein, upon certificates or opinions required to be furnished to the Trustee hereunder and conforming to the requirements

of this Indenture. However, in the case of certificates or opinions specifically required by any provision hereof to be furnished to it,

the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture

(but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).

(3)            The

Trustee may not be relieved from liabilities for its own gross negligent action, its own gross negligent failure to act, or its own willful

misconduct, except that:

(a)            this

paragraph (3) does not limit the effect of paragraph (2) of this Section 7.01;

(b)            the

Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it is proved

that the Trustee was grossly negligent in ascertaining the pertinent facts; and

Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received

by it pursuant to Section 6.05.

(4)            Whether

or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs

(1), (2), and (3) of this Section 7.01.

(5)            No

provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under

no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have

offered to the Trustee security and indemnity satisfactory to it against any loss, liability, claim, damage or expense.

(6)            The

Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money

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

(7)            The

Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or documents.

Section 7.02            Rights

of Trustee.

(1)            The

Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any document (whether in its original or

facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate

any fact or matter stated in the document.

(2)            Before

the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee

shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion

of Counsel. The Trustee may consult with counsel of its own selection and the advice or opinion of such counsel or any Opinion of Counsel

shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder

in good faith and in reliance thereon.

(3)            The

Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed

with due care.

(4)            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 the rights

or powers conferred upon it by this Indenture.

(5)            Unless

otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed

by an Officer of the Issuer.

(6)            The

Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction

of any of Holder unless such Holder shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses

and liabilities that might be incurred by it in compliance with such request or direction.

(7)            The

Trustee shall not be charged with knowledge of any Default or Event of Default unless either (a) a Responsible Officer of the Trustee

shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall have

been given to and received at the Corporate Trust Office of the Trustee by the Issuer or any Holder and such notice references the Notes

and this Indenture.

(8)            The

Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,

but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,

if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises

of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability

of any kind by reason of such inquiry or investigation.

(9)            In

no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever

(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or

damage and regardless of the form of action.

(10)          The

rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,

are extended to, and shall be enforceable by, the Trustee, in each of its capacities hereunder, and any collateral agent with respect

to the Notes and each agent, custodian and other Person employed to act hereunder.

(11)          The

Trustee may request that the Issuer deliver certificates setting forth the names of individuals and/or titles of officers authorized at

such time to take specified actions pursuant to this Indenture.

(12)          The

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

(13)          The

permissive rights of the Trustee enumerated in this Indenture shall not be construed as duties.

(14)          It

shall not be the duty of the Trustee to see that any duties or obligations imposed herein upon the Issuer or other persons are performed,

and the Trustee shall not be liable or responsible for the failure of the Issuer or such other persons to perform any act required of

them by this Indenture.

Section 7.03            Individual

Rights of Trustee.

The Trustee in its individual or any other capacity

may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it

would have if it were not the Trustee. However, in the event that the Trustee acquires any conflicting interest, it must eliminate such

conflict within 90 days and apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights

and duties. The Trustee is also subject to Sections 7.10 and 7.11.

Section 7.04            Trustee’s

Disclaimer.

The Trustee shall not be responsible for and makes

no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use

of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture,

it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall

not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale

of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05            Notice

of Defaults.

If a Default or Event of Default occurs and is

continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall transmit to Holders a notice of the

Default or Event of Default within 90 days after the Trustee acquires knowledge thereof. Except in the case of a Default or Event of Default

in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as it in good

faith determines that withholding the notice is not opposed to the interests of Holders.

Section 7.06            Reports

by Trustee to Holders.

By March 15th of each year, and for so long

as any Notes remain outstanding, the Trustee shall transmit to Holders a brief report dated as of such reporting date that complies with

TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting

date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by all

reports as required by TIA § 313(c).

A copy of each report at the time of its transmittal

to Holders shall be transmitted to the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance

with TIA § 313(d). The Issuer shall promptly notify the Trustee when the Notes are listed or delisted on any stock exchange.

Section 7.07            Compensation

and Indemnity.

The Issuer shall pay to the Trustee from time to

time compensation as agreed upon in writing for its acceptance of this Indenture and services hereunder. The Trustee’s compensation

shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly upon

request for all disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses

shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel, including reasonable

legal fees and expenses, including legal fees, costs, and expenses incurred in connection with enforcement of its indemnification rights

hereunder.

The Issuer shall indemnify the Trustee and any

predecessor trustee against any and all losses, liabilities, claims, damages or expenses (including reasonable legal fees and expenses)

including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or

in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing

this Indenture against the Issuer (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuer

or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder,

except to the extent any such loss, damage, claim, liability or expense determined, in a final judgment by a court of competent jurisdiction,

to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuer promptly of any claim for which

it may seek indemnity of which a Responsible Officer of the Trustee has received written notice. Failure by the Trustee to so notify the

Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee shall cooperate in

the defense. The Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. The Issuer

need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The obligations of the Issuer in this Section 7.07

shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Indenture.

To secure the Issuer’s payment obligations

in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee,

except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive

the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services

after an Event of Default specified in Section 6.01(4) occurs, the expenses and the compensation for the services (including

the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code.

The Trustee shall comply with the provisions of

TIA § 313(b)(2) to the extent applicable.

Section 7.08            Replacement

of the Trustee.

A resignation or removal of the Trustee and appointment

of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

The Trustee may resign in writing at any time and

be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding

Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

(a)            the

Trustee fails to comply with Section 7.10;

(b)            the

Trustee is adjudged as bankrupt or as insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Code;

custodian or public officer takes charge of the Trustee or its property; or

(d)            the

Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy

exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor

Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace

the successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within

60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at least 10% in principal

amount of the then outstanding Notes may petition at the expense of the Issuer any court of competent jurisdiction for the appointment

of a successor Trustee.

If the Trustee, after written request by any Holder

who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent

jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance

of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become

effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee

shall transmit a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee

to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for

in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under

Section 7.07 shall continue for the benefit of the retiring Trustee.

The transfer event shall occur no less than 31

days after the Trustee’s receipt of notice of removal from the Issuer or a majority of the Holders.

Section 7.09            Successor

Trustee by Merger, etc.

If the Trustee consolidates, merges or converts

into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without

any further act shall be the successor Trustee.

Section 7.10            Eligibility;

Disqualification.

There shall at all times be a Trustee hereunder

that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized

under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and

that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who

satisfies the requirements of TIA §§ 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

Section 7.11            Preferential

Collection of Claims Against the Issuer.

The Trustee is subject to TIA § 311(a), excluding

any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to

the extent indicated therein.

Article 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01            Option

to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at any time, elect to have either

Section 8.02 or 8.03 applied to all outstanding Notes of any series upon compliance with the conditions set forth below in this Article 8.

Section 8.02            Legal

Defeasance and Discharge.

Upon

the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Issuer shall, subject to the

satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to

all outstanding Notes of such series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).

For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented

by the outstanding Notes of such series, which shall thereafter be deemed to be “outstanding” only for the purposes

of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their

other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper

instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged

hereunder:

(a)            the

rights of Holders of outstanding Notes of such series to receive payments in respect of the principal of, premium, if any, and interest

on such Notes when such payments are due from the trust referred to below;

(b)            the

Issuer’s obligations with respect to the Notes of such series concerning issuing temporary Notes, mutilated, destroyed, lost or

stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

rights, powers, trusts, duties and immunities of the Trustee and the Issuer’s obligations in connection therewith; and

(d)            the

Legal Defeasance provisions of this Indenture.

Subject to compliance with this Article 8,

the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03.

Section 8.03            Covenant

Defeasance.

Upon

the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03 with respect to any series of Notes,

the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from its obligations under

the covenants contained in Article 5 with respect to the outstanding Notes of such series on and after the date the conditions set

forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes of such series

shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act

of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”

for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this

purpose, Covenant Defeasance means that, with respect to the outstanding Notes of such series, the Issuer may omit to comply with and

shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly,

by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision

herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01,

but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s

exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set

forth in Section 8.04, Sections 6.01 (3), 6.01(4) (solely with respect to the Subsidiary Guarantors) and 6.01(5) shall

not constitute Events of Default.

Section 8.04            Conditions

to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance pursuant

to Section 8.02 or Covenant Defeasance pursuant to Section 8.03 with respect to a series of Notes, the following conditions

must be met:

(1)            the

Issuer must irrevocably deposit or cause to be deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars,

U.S. Government Obligations, or a combination thereof, in such amounts as are expected to be sufficient, in the opinion of a nationally

recognized investment bank, appraisal firm or firm of independent accountants, to pay the principal of, premium, if any, and interest

on the outstanding Notes of such series on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer

must specify whether the Notes of such series are being defeased to maturity or to a particular redemption date;

(2)            in

the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee

confirming that

(a)            the

Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or

(b)            since

the date such Notes of such series were first issued, there has been a change in the applicable federal income tax law,

in either case to the effect that, and

based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of such series will not recognize income,

gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same

amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)            in

the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee

confirming that the Holders of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes

as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same

times as would have been the case if such Covenant Defeasance had not occurred;

(4)            no

Default or Event of Default shall have occurred and be continuing (on the date of such deposit (other than resulting from the borrowing

of funds to be applied to such deposit and the grant of any Lien securing such borrowing)):

(5)            such

Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement

or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its

Subsidiaries is bound;

(6)            the

Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent

of preferring Holders over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors

of the Issuer or others; and

(7)            the

Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent

relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Notwithstanding the foregoing, the Opinion of Counsel

required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes of the applicable series not theretofore

delivered to the Trustee for cancellation,

(a)            have

become due and payable or

(b)            will

become due and payable on the maturity date within one year, by their terms or under arrangements satisfactory to the Trustee for the

giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Section 8.05            Deposited

Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.

Subject

to Section 8.06, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other

qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04

in respect of the outstanding Notes of a series shall be held in trust and applied by the Trustee, in accordance with the provisions of

the Notes of such series and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting

as Paying Agent) as the Trustee may determine, to Holders of such notes of all sums due and to become due thereon in respect of principal,

premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee

against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.04

or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account

of the Holders of the outstanding Notes.

Anything

in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request

of the Issuer any money or U.S. Government Obligations held by it as provided in Section 8.04 which, in the opinion of a nationally

recognized investment bank, appraisal firm or firm of independent accountants expressed in a written certification thereof delivered to

the Trustee (which may be the opinion delivered under Section 8.04(1)), are in excess of the amount thereof that would then be required

to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06            Repayment

to the Issuer.

Any money deposited with the Trustee or any Paying

Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining

unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer

on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look

only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all

liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,

before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in The New York Times

and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein,

which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining

shall be repaid to the Issuer.

Section 8.07            Reinstatement.

If the Trustee or Paying Agent is unable to apply

any United States dollars or U.S. Government Obligations in accordance with Section 8.02 or 8.03, as the case may be, by reason of

any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, then the

Issuer’s obligations under this Indenture and the Notes, shall be revived and reinstated as though no deposit had occurred pursuant

to Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02

or 8.03, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium, if any,

or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of Holders to receive

such payment from the money held by the Trustee or Paying Agent.

Article 9

AMENDMENT, SUPPLEMENT AND WAIVER

Notwithstanding anything herein to the contrary,

the provisions of this Article 9 shall not apply to the Issuer unless and until the Issuer executes a supplemental indenture expressly

subjecting itself to this Article 9.

Section 9.01            Without

Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture,

the Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, any Note Guarantee, or the Notes of any

series without the consent of any Holder of a Note of such series to:

(1)            cure

any ambiguity, omission, mistake, defect or inconsistency;

(2)            to

provide for the assumption by a successor Person of the obligations of the Issuer or any Subsidiary Guarantor under the Indenture;

(3)            to

provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued

in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described

in Section 163(f)(2)(B) of the Code);

(4)            (i) add

a Subsidiary Guarantor as a co-issuer of the Notes or to release any previously added co-issuer of the Notes; provided that a co-issuer

may not be released as a Subsidiary Guarantor unless otherwise permitted pursuant to this Indenture, (ii) add Guarantees with respect

to the Notes or to add additional collateral to secure the Notes and the Note Guarantees and (iii) add a holding company above the

Issuer to the extent not prohibited pursuant to this Indenture and, at the Issuer’s election, to modify any or all covenants such

that they apply to such new holding company and its Subsidiaries rather than the Issuer and its Subsidiaries; provided that (x) such

holding company does not own any material assets other than equity interest in the Issuer and (y) to the extent required by the supplemental

indenture with respect to the Notes, such holding entity will provide a pledge of its equity interest in the Issuer;

(5)            to

add to the covenants of the Issuer or any Subsidiary Guarantor for the benefit of the Holders of the Notes or to surrender any right or

power conferred upon the Issuer or any Subsidiary Guarantor;

(6)            make

any change that would provide any additional rights or benefits to Holders of any series or that does not adversely affect the rights

under this Indenture of any such Holder;

(7)            to

conform the text of the Indenture, the Notes or any Note Guarantee to the description and terms of such Notes in the offering circular,

offering memorandum, prospectus supplement or other offering document applicable to such Notes as the time of the initial sale thereof;

(8)            to

make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however,

that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act

or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer

Notes;

(9)            to

evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements

thereof;

(10)          to

release a Subsidiary Guarantor pursuant to the terms of this Indenture including, for the avoidance of doubt, any supplemental indenture;

(11)          to

make any amendment to the provisions of this Indenture or the Notes to eliminate the effect of any accounting change or in the application

thereof;

(12)          change

or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with respect

to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of

such provision; or

(13)          to

establish the form or terms of Securities of any series and any related coupons as permitted by this Indenture, including the provisions

and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Issuer).

The consent of the Holders of the Notes is not

necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed

amendment.

Upon the request of the Issuer accompanied by a

resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the

Trustee an Officer’s Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee shall join with the Issuer

and any Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture

and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated

to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02            With

Consent of Holders of Notes.

Except

as provided below in this Section 9.02, this Indenture, any Note Guarantee, or the Notes of any series may be amended or supplemented

with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes affected (including, without

limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes) and, subject to Sections

6.04 and 6.07, any existing Default or compliance with any provision of this Indenture or the Notes of any series may be waived, including

by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes affected (including,

without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). Section 2.08

shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

However,

without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect

to any Notes held by a non-consenting Holder):

(1)            reduce

the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2)            reduce

the rate of or extend the time for payment of interest on any such Note;

(3)            reduce

the principal of or change the maturity date of any such Note;

(4)            change

the provisions applicable to the redemption of any such Note as set forth in any supplemental indenture relating to such Note (other than

the timing for the notice of redemption);

(5)            make

any Note payable in money other than that stated in the Notes;

(6)            impair

the contractual right of any Holder of such Notes to receive payment of principal of and interest on such Holder’s Notes on or after

the due dates therefor or impair the right of any Holder of such Notes to institute suit for the enforcement of any payment on or with

respect to such Holder’s Notes (and, for the avoidance of doubt, the amendment, supplement or modification applicable to the redemption

of any such Note in connection with a change of control as set forth in any supplemental indenture relating to such Note and Sections

6.01(3) and (5) of this Indenture and the related definitions shall be deemed not to impair the contractual right of any Holder

to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for

the enforcement of any such payment on or with respect to such Holder’s Notes); provided, however, that an acceleration of such

Notes may be rescinded and any payment default that resulted from such acceleration may be waived by the Holders of at least the percentage

of aggregate principal amount of the Notes of such series required to amend the covenant or provision contained in the Indenture or any

Note Guarantee, the breach of which resulted in such acceleration;

(7)            make

any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; or

(8)            change

the ranking of the Notes.

It shall not be necessary for the consent of the

Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient

if such consent approves the substance thereof.

Neither the Issuer nor any Affiliate of the Issuer

may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for

or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration

is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in the solicitation

documents relating to such consent, waiver or agreement.

After an amendment, supplement or waiver under

this Section 9.02 becomes effective, the Issuer is required to transmit to the Holders affected thereby a notice briefly describing

the amendment, supplement or waiver. Any failure of the Issuer to give such notice to all Holders affected thereby, or any defect therein,

shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections

6.04 and 6.07, the Holders of a majority in aggregate principal amount of the outstanding Notes of each affected series may waive compliance

in a particular instance by the Issuer with any provision of this Indenture or such Notes.

Section 9.03            Compliance

with Trust Indenture Act

Every

amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies

with the TIA as then in effect.

Section 9.04            Revocation

and Effect of Consents.

Until an amendment, supplement or waiver becomes

effective, a consent thereto by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note

that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However,

any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before

the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with

its terms and thereafter binds every Holder.

Section 9.05            Notation

on or Exchange of Notes.

The Trustee may place an appropriate notation about

an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee

shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue

a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06            Trustee

to Sign Amendments, etc.

The Trustee shall sign any amended or supplemental

indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities

or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee shall be provided with and (subject to Section 7.01)

shall be fully protected in relying upon, in addition to the documents required by Section 11.04, an Officer’s Certificate

and an Opinion of Counsel, in each case from the Issuer, stating that the execution of such amended or supplemental indenture is authorized

or permitted by this Indenture and such supplemental indenture is the legal, valid and binding obligation of the Issuer, enforceable against

it in accordance with its terms, provided that no Opinion of Counsel will be required to be furnished to the Trustee in connection with

the execution of any supplemental indenture adding a new Guarantor or evidencing the release of a Guarantor or adding or releasing collateral,

in each case pursuant to a supplemental indenture relating to a given series of Notes. In the absence of an Opinion of Counsel that is

not required to be furnished hereunder, the Trustee shall be entitled to conclusively rely on an Officer’s Certificate in executing

and delivering any such documents and shall have no liability for taking such action without receipt of an Opinion of Counsel.

Article 10

GUARANTEE

Section 10.01            Guarantee.

(a)            Notwithstanding

any provision of this Article 10 to the contrary, the provisions of this Article 10 related to Subsidiary Guarantors will be

applicable only to, and inure solely to the benefit of, the Notes of any series designated, pursuant to Section 2.01(a)(ⅹ),

as entitled to the benefits of the Note Guarantee of each Subsidiary Guarantor identified in such designation.

(b)            Subject

to this Article 10, each Subsidiary Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary

obligor and not merely as a surety, to each Holder and to the Trustee (i) the full and punctual payment when due, whether at Stated

Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to

the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and all other

monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance within applicable

grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and

the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor

further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from

any Subsidiary Guarantor, and that each Subsidiary Guarantor shall remain bound under this Article 10 notwithstanding any extension

or renewal of any Guaranteed Obligation.

the extent applicable, each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the

Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under

the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the

failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person

under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or

any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture,

the Notes or any other agreement; (iv) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor

of the Guaranteed Obligations; or (v) any change in the ownership of each Subsidiary Guarantor, except as provided in Section 10.02.

Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Subsidiary

Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed.

(d)            Each

Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as

payment of the Issuer’s or such Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid

by such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that

the Issuer be sued prior to an action being initiated against such Subsidiary Guarantor.

(e)            Each

Subsidiary Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection)

and waives any right to require that any resort be had by any holder or the Trustee to any security held for payment of the Guaranteed

Obligations.

(f)            The

Note Guarantee of each Subsidiary Guarantor is equal in right of payment to all existing and future unsubordinated Indebtedness of such

Subsidiary Guarantor.

(g)            Except

as expressly set forth in Sections 8.02 and 10.02, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any

reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise,

and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity,

illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations

of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any holder or the Trustee

to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification

of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or

thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary

Guarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity.

(h)            Each

Subsidiary Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed

Obligations or until such Note Guarantee is released in accordance with the terms of a supplemental indenture relating to a given series

of Notes. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case

may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise

be restored by any holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

(i)            In

furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against

any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation

when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with

any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee,

forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal

amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not

prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to Holders and the Trustee.

(j)            Each

Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to Holders in respect of any Guaranteed

Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between

it, on the one hand, and Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby

may be accelerated as provided in Article 6 for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other

prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any

declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not

due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purposes of this Section 10.01.

(k)            Each

Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred

by the Trustee or any holder in enforcing any rights under this Section 10.01.

(l)            Upon

request of the Trustee, each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be

reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 10.02            Limitation

on Liability.

(a)            Any

term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed

hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture,

as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or

similar laws affecting the rights of creditors generally.

(b)            If

so provided pursuant to Section 2.01(a)(ⅹ) with respect to the Notes of any series, the Notes of such series may have the benefit

of Guarantees by Subsidiary Guarantors as may be specified in or pursuant to Section 2.01(a)(ⅹ). Any and all terms and provisions

applicable to the Guarantees of Subsidiary Guarantors for the Notes of such series shall also be provided in or pursuant to Section 2.01(a)(ⅹ),

including, without limitation, provisions for the release of the Guarantees of such Subsidiary Guarantors.

Section 10.03            No

Waiver.

Neither a failure nor a delay on the part of either

the Trustee or Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall

a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and

benefits of the Trustee and Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits

which either may have under this Article 10 at law, in equity, by statute or otherwise.

Section 10.04            Modification.

modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any Subsidiary

Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver

or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Subsidiary

Guarantor in any case shall entitle any Subsidiary Guarantor to any other or further notice or demand in the same, similar or other circumstances.

Section 10.05            Non-Impairment.

The failure to endorse a Guarantee on any Note

shall not affect or impair the validity thereof.

Article 11

MISCELLANEOUS

Section 11.01            Trust

Indenture Act Controls.

If any provision of this Indenture limits, qualifies

or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control.

Section 11.02            Notices.

Any notices or other communications required or

permitted hereunder shall be in writing and shall be sufficiently given if made by hand delivery, first class mail (registered or certified,

return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, and addressed as follows (with

a copy of such notice, which shall not constitute delivery, to be delivered to the email addresses set forth below):

If to the Issuer:

Paramount

Skydance Corporation

1515 Broadway

New

York, New York 10036

Attention: Chief Legal Officer and General Counsel

Email: paramountgloballegalnotices@paramount.com

With a copy to:

Latham &

Watkins LLP

1271

Avenue of the Americas

New

York, NY 10020

Attention: Jason Licht; Benjamin Cohen

Email: Jason.Licht@lw.com; Benjamin.Cohen@lw.com

If to the Trustee:

Deutsche

Bank Trust Company Americas

Trust &

Securities Services

Columbus Circle, 4th Floor

Mail

Stop: NYC01-0417

New

York, NY 10019

Attention:

Corporates Team, Paramount Skydance Corporation, AA9066

Fax: 732-578-4635

The Issuer or the Trustee, may designate additional

or different addresses for subsequent notices or communications by notice to each other Person.

All notices and communications (other than those

sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after

being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business

Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be

mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery

to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described

in TIA § 313(c), to the extent required by the TIA. 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.

If a notice or communication is mailed in the manner

provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to

Holders, it shall mail a copy to the Trustee and each Agent at the same time.

The Trustee agrees to accept and act upon instructions

or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods,

provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions

or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced

whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee e-mail or facsimile instructions

(or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s

understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising

directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions

conflict or are inconsistent with a subsequent written instruction. The Issuer agrees to assume all risks arising out of the use of such

electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on

unauthorized instructions, and the risk or interception and misuse by third parties.

Section 11.03            Communication

by Holders with Other Holders.

Holders may communicate pursuant to TIA §

312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar

and anyone else shall have the protection of TIA § 312(c).

Section 11.04            Certificate

and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to

the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee:

(i)            an

Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth

in Section 11.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this

Indenture relating to the proposed action have been satisfied; and

(ii)            an

Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05)

stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 11.05            Statements

Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance

with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall

comply with the provisions of TIA § 314(e) and shall include:

(i)            a

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

(ii)           a

brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

(iii)          a

statement that, in the opinion of such Person, he or she 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 satisfied; and

(iv)          a

statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 11.06            Rules by

Trustee and Agents.

The Trustee may make reasonable rules for

action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for

its functions.

Section 11.07            No

Personal Liability of Directors, Officers, Employees, Members and Stockholders.

No director, officer, employee, incorporator or

stockholder of the Issuer or any Subsidiary Guarantor or any of their parent companies or subsidiaries, as such, shall have any liability

for any obligations of the Issuer or any Subsidiary Guarantor under the Notes or this Indenture or for any claim based on, in respect

of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver

and release are part of the consideration for issuance of the Notes.

Section 11.08            Governing

Law.

THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL

GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES AND ANY GUARANTEE WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS

OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 11.09            No

Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any

other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement

may not be used to interpret this Indenture.

Section 11.10            Successors.

All agreements of the Issuer in this Indenture

and the Notes, as the case may be, shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 11.11            Severability.

In case any provision in this Indenture or the

Notes, as the case may be, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions

shall not in any way be affected or impaired thereby.

Section 11.12            Counterpart

Originals.

Facsimile, documents executed, scanned and transmitted

electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be

deemed original signatures for purposes of this Indenture and all other related documents and all matters and agreements related thereto,

with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this

Indenture or any other related document or any instrument, agreement or document necessary for the consummation of the transactions contemplated

by this Indenture or the other related documents or related hereto or thereto (including, without limitation, addendums, amendments, notices,

instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed

Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable

laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures.

Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on

all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic

signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed

Documentation sent by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising

directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation

(a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send

(whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction

or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports

to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed

Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic

methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse

by third parties.

Section 11.13            Table

of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and

headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered

a part of this Indenture and shall in no way modify or restrict any of the terms or provisions.

Section 11.14            Waiver

of Jury Trial.

THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING

TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 11.15            Submission

to Jurisdiction.

The parties irrevocably submit to the non-exclusive

jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, City of New York, over any suit, action or proceeding

arising out of or relating to this Indenture. To the fullest extent permitted by applicable law, the parties irrevocably waive and agree

not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any

objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court

and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 11.16            Force

Majeure.

The Trustee shall not incur any liability for not performing any act

or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee (including

but not limited to any act or provision of any present or future law or regulation or Governmental Authority, any act of God or war, civil

unrest, epidemic, pandemic, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve

Bank wire or facsimile or other wire or communication facility).

Section 11.17            U.S.A.

Patriot Act.

The parties hereto acknowledge that in accordance

with Section 326 of the U.S.A. Patriot Act, the Trustee is required to obtain, verify, and record information that identifies each

person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that

they will provide the Trustee with such information as it may request, from time to time, in order for the Trustee to satisfy the requirements

of the U.S.A. Patriot Act.

Article 12

SATISFACTION AND DISCHARGE

Section 12.01            Satisfaction

and Discharge of Indenture.

This Indenture shall cease to be of further effect

with respect to the Notes of any series (except as to any surviving rights of registration of transfer or exchange of Notes of such series

herein expressly provided for), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging

satisfaction and discharge of this Indenture with respect to such series of Notes, when

(1)            either:

(a)            all

Notes of such series theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and

which have been replaced or paid as provided in Section 2.07 and (ii) Notes for whose payment money has theretofore been deposited

in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered

to the Trustee for cancellation; or

(b)            all

Notes of such series not theretofore delivered to the Trustee for cancellation

(i)            have

become due and payable, or

(ii)            will

become due and payable at their Stated Maturity within one year, or

(iii)           are

to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the

Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has deposited

or caused to be deposited with the Trustee money, U.S. Government Obligations or any combination thereof as trust funds in trust for the

purpose an amount sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public

accountants, delivered to the Trustee, to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee

for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Notes which have become

due and payable) or to the maturity or redemption thereof, as the case may be;

(2)            the

Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and

(3)            the

Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent

herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge

of this Indenture pursuant to this Article 12, the obligations of the Issuer to the Trustee under Section 7.07, and, if money

shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, the obligations

of the Trustee under Section 12.02 shall survive such satisfaction and discharge.

Section 12.02            Application

of Trust Money.

All money deposited with the Trustee pursuant to

Section 12.01 with respect to any series of Notes shall be held in trust and applied by it, in accordance with the provisions of

the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons

entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee.

Article 13

COLLATERAL

Section 13.01            Security

Documents.

If so provided pursuant to Section 2.01(a)(ⅹⅶ)

with respect to the Notes of any series, the Notes of such series and/or the Guarantees of such Notes may be secured by such property,

assets or other collateral as may be specified in or pursuant to Section 2.01(a)(ⅹⅶ). Any and all terms and provisions

applicable to the security for the Notes of such series and/or such Guarantees shall also be provided in or pursuant to Section 2.01(a)(ⅹⅶ),

which may include, without limitation, provisions for the execution and delivery of such security agreements, pledge agreements, collateral

agreements and other similar or related agreements as the Issuer or any Subsidiary Guarantor may elect and which may provide for the Trustee

(or an affiliate of the Trustee) to act as collateral agent or in a similar or other capacity.

[Signatures on following page]

Dated as of October 5, 2026

Paramount Skydance Corporation, as

the Issuer

By:

/s/ James Morrison

Name: James C. Morrison

Title: Treasurer

Deutsche Bank Trust Company Americas,

as Trustee

By:

/s/ Denise Kellerk

Name: Denise Kellerk

Title: Vice President

By:

/s/ Carol Ng

Name: Carol Ng

Title: Vice President

[Signature Page to Base

Indenture]

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2626659d7_ex4-2.htm · Sequence: 5

Exhibit 4.2

PARAMOUNT SKYDANCE CORPORATION,

as Issuer,

and

THE SUBSIDIARY GUARANTORS PARTY HERETO,

as Subsidiary Guarantors,

and

DEUTSCHE

BANK TRUST COMPANY AMERICAS,

as Trustee and Collateral Agent

FIRST SUPPLEMENTAL INDENTURE

Dated as of October 5, 2026

6.300% Senior Secured First Lien Notes due 2028

6.550% Senior Secured First Lien Notes due 2029

7.050% Senior Secured First Lien Notes due 2031

7.550% Senior Secured First Lien Notes due 2033

7.900% Senior Secured First Lien Notes due 2036

8.650% Senior Secured First Lien Notes due 2046

8.750% Senior Secured First Lien Notes due 2056

8.900% Senior Secured First Lien Notes due 2066

TABLE OF CONTENTS

Page

Article

DEFINITIONS

AND INCORPORATION BY REFERENCE

Section 1.01

Definitions

Section 1.02

Other Definitions

Section 1.04

Rules of Construction

Article

THE

NOTES

Section 2.01

Form and Dating

Section 2.02

Execution and Authentication

Section 2.03

Registrar and Paying Agent

Section 2.04

Paying Agent to Hold Money

Section 2.05

Holder Lists

Section 2.06

Transfer and Exchange

Section 2.07

Replacement Notes

Section 2.08

Outstanding Notes

Section 2.09

Treasury Notes

Section 2.10

Temporary Notes

Section 2.11

Cancellation

Section 2.12

Defaulted Interest

Section 2.13

CUSIP Numbers

Section 2.14

FATCA

Article

REDEMPTION

AND PREPAYMENT

Section 3.01

Notices to Trustee

Section 3.02

Selection of Notes to Be Redeemed

Section 3.03

Notice of Redemption

Section 3.04

Effect of Notice of Redemption

Section 3.05

Deposit of Redemption Price

Section 3.06

Notes Redeemed in Part

Section 3.07

Optional Redemption

Section 3.08

Mandatory Redemption

Section 3.09

Offer to Purchase by Application of Excess Proceeds

Section 3.10

Special Mandatory Redemption

-i-

Article

COVENANTS

Section 4.04

Maintenance of Office or Agency

Section 4.05

Legal Existence

Section 4.06

Limitation on Liens

Section 4.07

Asset Sales

Section 4.08

Repurchase at the Option of Holders upon a Change of

Control Triggering Event

Section 4.09

Future Subsidiary Guarantors

Article

SUCCESSORS

Article

DEFAULTS

AND REMEDIES

Section 6.01

Events of Default

Article

TRUSTEE

Article

LEGAL

DEFEASANCE AND COVENANT DEFEASANCE

Section 8.03

Covenant Defeasance

Article

AMENDMENT,

SUPPLEMENT AND WAIVER

Section 9.01

Without Consent of Holders of Notes

Section 9.02

With Consent of Holders of Notes

Article

GUARANTEE

Section 10.02

Limitation on Liability

-ii-

Section 10.08

Execution of Supplemental Indenture

for Future Subsidiary Guarantors

Article

MISCELLANEOUS

Section 11.13

Table of Contents, Headings, etc.

Section 11.18

Supplemental Indenture Controls

Article

SATISFACTION

AND DISCHARGE

Section 12.03

Satisfaction and Discharge of Supplemental Indenture

Section 12.04

Application of Trust Money

Article

COLLATERAL

Section 13.01

Security Documents

Section 13.02

Release of Collateral

Section 13.03

Collateral Agent

Section 13.04

Further Assurances; Insurance

Section 13.05

Release of Collateral and Guarantees upon Investment

Grade Event

-iii-

FIRST SUPPLEMENTAL INDENTURE dated as of October 5, 2026 (this

“Supplemental Indenture”) among Paramount Skydance Corporation, a Delaware corporation (the “Issuer”),

the subsidiary guarantors party hereto (the “Subsidiary Guarantors”) and Deutsche Bank Trust Company Americas, a New

York banking corporation, as trustee (together with its successors in such capacity, the “Trustee”) and as collateral

agent (together with its successors in such capacity, the “Collateral Agent”).

WHEREAS, the Issuer and the Trustee have previously executed and delivered

an Indenture, dated as of October 5, 2026 (the “Base Indenture”), providing for the issuance from time to time

of one or more series of senior debt securities of the Issuer;

WHEREAS, Section 9.01 of the Base Indenture provides that the

Issuer, the Subsidiary Guarantors and the Trustee may enter into a supplemental indenture to the Base Indenture to, among other things,

establish the form or terms of any series of Notes (as defined in the Base Indenture) as permitted by Section 2.01 hereof and Section 9.01

of the Base Indenture;

WHEREAS, clause (13) of Section 9.01

of the Base Indenture provides that the Issuer, the Subsidiary Guarantors and the Trustee may enter into a supplemental indenture changing

or eliminating any provision of the Base Indenture; provided that any such change shall become effective only when

there are no outstanding Notes (as defined in the Base Indenture) of such series created prior to the execution of such supplemental

indenture which is entitled to the benefit of such provisions;

WHEREAS, the Issuer and the Subsidiary Guarantors are entering into

this Supplemental Indenture to, among other things, establish the form and terms of (i) the Issuer’s new series of 6.300%

senior secured first lien notes due 2028 (the “2028 Notes”), (ii) the Issuer’s new series of 6.550% senior

secured first lien notes due 2029 (the “2029 Notes”), (iii) the Issuer’s new series of 7.050% senior secured

first lien notes due 2031 (the “2031 Notes”), (iv) the Issuer’s new series of 7.550% senior secured first

lien notes due 2033 (the “2033 Notes”), (v) the Issuer’s new series of 7.900% senior secured first lien

notes due 2036 (the “2036 Notes”), (vi) the Issuer’s new series of 8.650% senior secured first lien notes

due 2046 (the “2046 Notes”), (vii) the Issuer’s new series of 8.750% senior secured first lien notes due

2056 (the “2056 Notes”) and (viii) the Issuer’s new series of 8.900% senior secured first lien notes due

2066 (the “2066 Notes” and, together with the 2028 Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036

Notes, the 2046 Notes and the 2056 Notes, the “Notes”), pursuant to the Base Indenture, as modified by this Supplemental

Indenture; and

WHEREAS, all conditions necessary to authorize the execution and delivery

of this Supplemental Indenture and to make it a valid and binding obligation of the Issuer and the Subsidiary Guarantors have been satisfied

or performed.

NOW, THEREFORE, in consideration of the agreements and obligations

set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Issuer, the Subsidiary

Guarantors, the Trustee and the Collateral Agent, for the benefit of each other and for the equal and ratable benefit of the Holders,

hereby enter into this Supplemental Indenture to, among other things, establish the terms of the Notes pursuant to Section 2.01

of the Base Indenture and there is hereby established the Issuer’s 2028 Notes, 2029 Notes, 2031 Notes, 2033 Notes, 2036 Notes,

2046 Notes, 2056 Notes and 2066 Notes, in each case, as a separate series of Notes (as defined in the Base Indenture) and such parties

further agree that this Supplemental Indenture affects the Issuer’s 2028 Notes, 2029 Notes, 2031 Notes, 2033 Notes, 2036 Notes,

2046 Notes, 2056 Notes and 2066 Notes only and not any other series of Notes (as defined in the Base Indenture).

Article 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01    Definitions.

The terms defined in this Section 1.01 (except as herein otherwise

expressly provided or unless the context of this Supplemental Indenture otherwise requires) for all purposes of this Supplemental Indenture

and of any indenture supplemental hereto that governs the Notes have the respective meanings specified in this Section 1.01. All

other terms used in this Supplemental Indenture that are defined in the Base Indenture, either directly or by reference therein (except

as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise requires), have the respective

meanings assigned to such terms in the Base Indenture, as in force at the date of this Supplemental Indenture as originally executed.

“Acquisition” means the Issuer’s acquisition

of the Target and its subsidiaries pursuant to the Acquisition Agreement.

“Acquisition Agreement” means that certain Agreement

and Plan of Merger, dated as of February 27, 2026 (as amended, restated, amended and restated, supplemented, or otherwise modified

from time to time) by and among the Issuer, the Target and Prince Sub Inc., a wholly owned subsidiary of the Issuer.

“Acquisition Bridge Facility” means a senior secured

364-day bridge loan credit facility to be incurred by the Issuer in connection with the Acquisition to the extent the Credit Facilities,

the Notes and New Second Lien Secured Debt resulting in aggregate proceeds and/or replacement acquisition financing commitments of at

least $49,000,000,000 have not been incurred or issued by the Issuer on or prior to the Acquisition Date.

“Acquisition Date” means the date on which the

Acquisition is consummated.

“Acquisition Date Metric” means, with respect to

any amount based upon TTM Consolidated Adjusted EBITDA or Consolidated Tangible Assets, an amount equal to the equivalent amount of such

metric on a Pro Forma Basis for the Transactions determined by the Issuer in good faith on the Acquisition Date; for example, a basket

equal to the greater of $5,000,000,000 and an Acquisition Date Metric percentage of TTM Consolidated Adjusted EBITDA shall be modified

on the Acquisition Date to be equal to the greater of $5,000,000,000 and 50% of TTM Consolidated Adjusted EBITDA if TTM Consolidated

Adjusted EBITDA on the Acquisition Date was $10,000,000,000.

“Acquisition Date First Lien Net Leverage Ratio”

means the First Lien Net Leverage Ratio calculated on a Pro Forma Basis for the Transactions, as determined by the Issuer in good faith,

as of the Acquisition Date.

“Acquisition Debt”

means any Indebtedness of the Issuer or any of its Subsidiaries that has been incurred or issued for the purpose of financing, in whole

or in part, an acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or

replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Person(s) or assets to be acquired);

provided that either (a)(i) the release of the proceeds thereof to the Issuer and its Subsidiaries is contingent upon

the consummation of such acquisition and, pending such release, such proceeds are held pursuant to an escrow or similar arrangement and

(ii) if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such

acquisition terminates or is terminated prior to the consummation of such acquisition or if such acquisition is otherwise not consummated

by the date specified in the definitive documentation relating to such Indebtedness (as may be extended pursuant to the terms of such

documentation), such proceeds shall be promptly applied to satisfy and discharge all obligations of the Issuer and its Subsidiaries in

respect of such Indebtedness or (b)(i) such Indebtedness contains a “special mandatory redemption” provision (or other

similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such acquisition is not consummated by the date

specified in the definitive documentation relating to such Indebtedness (as may be extended pursuant to the terms of such documentation)

and (ii) if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for

such acquisition terminates or is terminated prior to the consummation of such acquisition or such acquisition is otherwise not consummated

by the date specified in the definitive documentation relating to such Indebtedness (as may be extended pursuant to the terms of such

documentation), such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may

be.

“Additional Notes” means Notes issued pursuant

to the terms of this Supplemental Indenture in addition to Initial Notes (other than any Notes issued in respect of Initial Notes pursuant

to Sections 2.06, 2.07, 2.10 or 3.06 of this Supplemental Indenture or Section 9.05 of the Base Indenture).

“Affiliate” means, as to any Person, any other

Person which directly or indirectly controls, is under common control with or is controlled by such Person. As used in this definition,

“control” (including, with correlative meanings, “controlled by” and “under common control with”)

means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership

of securities or partnership or other ownership interests, by contract or otherwise). Notwithstanding the foregoing, (a) no individual

shall be deemed to be an Affiliate of the Issuer solely by reason of his or her being an officer, director or employee of the Issuer

or any of its Subsidiaries and (b) none of Viacom International Inc. (or its successor), Paramount Global, Skydance Media, LLC,

a California limited liability company, the Issuer or any of their Subsidiaries shall be deemed to be Affiliates of each other, unless

expressly stated to the contrary.

“Applicable Law” shall mean, as to any Person,

all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable Percentage”

means:

(1)           100%,

if the Issuer’s First Lien Net Leverage Ratio at the end of the most recently ended Test Period equals or exceeds the Acquisition

Date First Lien Net Leverage Ratio less 0.50 to 1.00;

(2)           50%,

if such First Lien Net Leverage Ratio is less than the Acquisition Date First Lien Net Leverage Ratio less 0.50 to 1.00 but equals or

exceeds the Acquisition Date First Lien Net Leverage Ratio less 1.00 to 1.00; and

(3)            0%,

if such First Lien Net Leverage Ratio is less than the Acquisition Date First Lien Net Leverage Ratio less 1.00 to 1.00.

“Applicable Procedures”

means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures

of the Depositary, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to

time.

“Base Indenture” has the meaning assigned to it

in the preamble to this Supplemental Indenture.

“Capital Expenditures” means, for any period, the

aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized

under Capitalized Leases) by the Issuer and the Subsidiaries during such period that, in conformity with GAAP, are or are required to

be included as capital expenditures on the consolidated statement of cash flows of the Issuer and the Subsidiaries.

“Cash Equivalents” means any of the following types

of investments, to the extent owned by the Issuer or any Subsidiary:

(a)            all

cash, including Dollars, Euros, Sterling, Canadian dollars, Yen, and each Foreign Currency (as defined in the Credit Agreement);

(b)            such

other currencies held by the Issuer or any Subsidiary from time to time in the ordinary course of business;

marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (A) the

United States, (B) the United Kingdom or (C) any member nation of the European Union, in each case, rated A-2 (or the equivalent

thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, having average maturities of not more than

24 months from the date of acquisition thereof and (ii) securities with average maturities of 24 months or less from the date of

acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision

or taxing authority of any such state, commonwealth or territory having an Investment Grade Rating from either S&P or Moody’s

(or the equivalent thereof);

(d)            (i) time

deposits or demand deposits with, or certificates of deposit or bankers’ acceptances of, any bank, credit union or other financial

institution (A) that is a lender (or Affiliate thereof) under the Credit Facilities or (B) that has combined capital and surplus

of at least (1) $250,000,000 in the case of U.S. banks, credit unions or other financial institutions and (2) $100,000,000

(or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks, credit unions or other financial institutions,

or (C) that is otherwise in compliance with any and all applicable statutorily mandated capital requirements applicable to it (any

such bank, credit union or other financial institution meeting the requirements of clause (A), (B) or (C) above

being an “Approved Bank”), or (D) to the extent entitled to the benefit of deposit insurance, including deposit

insurance provided by the Federal Deposit Insurance Corporation and (ii) any securities entitlements in respect of any of the foregoing;

(e)            repurchase

agreements and repurchase obligations for underlying securities of the types described in clauses (c) and (d) above entered

into with any financial institution meeting the qualifications specified in clause (d) above for an Approved Bank;

(f)            (i) commercial

paper and variable or fixed rate notes issued by a lender (or Affiliate thereof) under the Credit Facilities or an Approved Bank, or

in each case, by a parent company thereof, or (ii) any variable or fixed rate note issued by, or guaranteed by, a corporation rated

A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case (i) and

(ii), with average maturities of not more than 24 months from the date of acquisition thereof;

(g)            marketable

short-term money market and similar highly liquid funds either (i) having assets in excess of (A) $250,000,000 in the case

of U.S. banks, U.S. credit unions or other U.S. financial institutions or (B) $100,000,000 (or the Dollar equivalent

as of the date of determination) in the case of non-U.S. banks, non-U.S. credit unions or other non-U.S. financial institutions,

(ii) having a rating of at least P-2 or A-2 from Moody’s or S&P, respectively (or, if at any time neither Moody’s

nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) or (iii) with

a lender (or Affiliate thereof) under the Credit Facilities or Approved Bank;

(h)            investments

with average maturities of 24 months or less from the date of acquisition in mutual funds rated A (or the equivalent thereof) or better

by S&P or A2 (or the equivalent thereof) or better by Moody’s;

(i)            instruments

equivalent to those referred to in clauses (a) through (h) above denominated in Euro or any other foreign currency comparable

in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction

outside the United States to the extent reasonably required in connection with any business conducted by any Subsidiary organized in

such jurisdiction;

(j)            investment

funds (including money market funds) investing substantially all of their assets in securities of the types described in clauses (a) through

(h) above or that are entitled to the benefit of (and to the extent covered by) deposit insurance provided by the Federal Deposit

Insurance Corporation or otherwise; and

(k)            solely

with respect to any Captive Insurance Subsidiary (as defined in the Credit Agreement), any investment that a Captive Insurance Subsidiary

is not prohibited to make in accordance with Applicable Law.

In the case of investments by any Foreign Subsidiary

that is a Subsidiary or investments made in a jurisdiction outside the United States of America, Cash Equivalents shall also include

(i) investments of the type and maturity described in clauses (a) through (k) above in foreign obligors, which investments

or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating

agencies and (ii) other short-term investments in accordance with normal investment practices for cash management in investments

analogous to the foregoing investments in clauses (a) through (k) above and in this paragraph. Notwithstanding the foregoing,

Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (a) or (b) above;

provided that such amounts, except amounts used to pay obligations of the Issuer or any Subsidiary denominated in any currency

other than Dollars or a Foreign Currency in the ordinary course of business, are converted into Dollars or a Foreign Currency as promptly

as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means, after the Issue Date,

any Person (other than a Permitted Holder) or Persons (other than one or more Permitted Holders) constituting a “group” (as

such term is used in Section 13(d) and Section 14(d) of the Exchange Act as in effect on the Issue Date, but excluding

any employee benefit plan of such Person and its Subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary

or administrator of any such plan), becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange

Act as in effect on the Issue Date), directly or indirectly, of more than fifty percent (50%) of the Voting Capital Stock of the Issuer

and the percentage of aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented

by the Equity Interests of the Issuer beneficially owned (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect

on the Issue Date), directly or indirectly, in the aggregate by the Permitted Holders; provided that for the purposes of this definition

only, “control” when used with respect to any specified Person means the power to direct the management and policies of such

Person, directly or indirectly, whether through the ownership of voting securities, by contract, proxy or otherwise, and the terms “controlling”

and “controlled” have meanings correlative to the foregoing; provided further that in no event shall any transaction or any

series of related transactions be deemed to constitute a “Change of Control” so long as, upon the consummation of such transaction

or such series of related transactions, the Permitted Holders either (i) are or become the beneficial owners, directly or indirectly,

of more than 50% of the Voting Capital Stock of the Issuer or (ii) have the ability to nominate directors to the board of directors

of the Issuer who collectively hold a majority of the voting power of the entire board of directors of the Issuer.

Notwithstanding the preceding or any provision of Rule 13d-3

or 13d-5 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Capital Stock subject to an equity

or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar

agreement related thereto) until the consummation of the acquisition of the Voting Capital Stock in connection with the transactions

contemplated by such agreement, (ii) if any group (other than a Permitted Holder) includes one or more Permitted Holders, the issued

and outstanding Voting Capital Stock of the Issuer owned, directly or indirectly, by any Permitted Holders that are part of such group

shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether

a Change of Control has occurred unless a Person other than a Permitted Holder controls such Group, (iii) a Person or group will

not be deemed to beneficially own the Voting Capital Stock of another Person as a result of its ownership of Voting Capital Stock or

other securities of such other Person’s parent entity (or related contractual rights) unless it owns more than 50% of the total

voting power of the Voting Capital Stock entitled to vote for the election of directors of such parent entity having a majority of the

aggregate votes on the board of directors of such parent entity and (iv) the right to acquire Voting Capital Stock (as long as such

Person does not have the right to direct the voting of the Voting Capital Stock subject to such right) or any veto power in connection

with the acquisition or disposition of Voting Capital Stock will not cause a party to be a beneficial owner.

“Change of Control Triggering Event” means the

occurrence of both (i) a Change of Control that is accompanied or followed by a downgrade of the Notes within the Ratings Decline

Period for such Change of Control by two or more Rating Agencies and such series of the Notes does not have an Investment Grade Rating

from two or more Rating Agencies and (ii) each such Rating Agency’s rating of such series of the Notes on any day during such

Ratings Decline Period for such Change of Control is below the rating by such Rating Agency in effect immediately preceding the first

public announcement of the Change of Control (or the occurrence thereof if such Change of Control occurs prior to the first public announcement

thereof) or has been withdrawn; provided, however, that a downgrade or withdrawal of the rating of the Notes by the applicable Rating

Agency will not be deemed to have occurred in respect of a Change of Control (and thus will not be deemed a downgrade or withdrawal for

purposes of this definition) if such Rating Agency making the reduction in rating does not publicly announce or confirm or inform the

Issuer or the Trustee in writing at the request of the Issuer that the reduction or withdrawal was the result, in whole or in part, of

any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable

Change of Control has occurred at the time of such downgrade or withdrawal).

“Collateral” means

all of the “Collateral” (or equivalent term) as defined in any Security Document and all other property that is subject or

purported to be subject to any Lien in favor of the Collateral Agent for the benefit of the Holders pursuant to any Security Document,

but in any event excluding all Excluded Property, and with respect to Paramount Global, the aggregate value of assets and property of

Paramount Global that constitute Collateral and all of its assets and property that are subject or purported to be subject to any Lien

securing any Permitted Secured Debt shall be limited, automatically and without further action by any Person, such that such aggregate

value does not exceed the Paramount Global Property Cap, as such Paramount Global Property Cap may be amended pursuant to clauses (i) and

(ii) of the proviso to the definition thereof; provided that the Equity Interests and assets of any Subsidiary will

constitute Collateral only to the extent that such Equity Interests or assets can secure the Notes Obligations and any Permanent Financing

not prohibited hereunder in the form of senior secured notes without Rule 3-16 of Regulation S-X (or any other law, rule or

regulation) requiring separate financial statements or other financial information of such Subsidiary to be filed with the SEC (or any

other governmental agency). In the event that Rule 3-16 of Regulation S-X requires or is amended, modified or interpreted by the

SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would

require) the filing with the SEC (or any other governmental agency) of separate financial statements or other financial information of

any such Subsidiary due to the fact that such Subsidiary’s Equity Interests or indebtedness secures the Notes Obligations and any

Permanent Financing not prohibited hereunder in the form of senior secured notes, then such Equity Interests or indebtedness shall automatically

be deemed not to be part of the Collateral. In such event, the Security Documents may be amended or modified, without the consent of

any Holder, to the extent necessary to release the security interests on the Equity Interests or indebtedness that are so deemed to no

longer constitute part of the Collateral.

“Collateral Agent” means Deutsche Bank Trust Company

Americas until a successor replaces it and, thereafter, means such successor.

“Communications Laws” means the Communications

Act of 1934, and the rules, regulations, published orders and published and promulgated policy statements of the FCC and interpretations

thereof by federal courts of competent jurisdiction.

“Consolidated Adjusted EBITDA” means, with respect

to the Issuer and its Subsidiaries for any period, operating profit (loss), plus other income (loss), plus interest income, plus depreciation

and amortization (including amortization arising from purchase accounting adjustments under ASC 805, but excluding amortization related

to programming rights, prepublication costs, videocassettes and DVDs), excluding:

(a)            gains

(losses) on sales of assets (except (i) gains (losses) on sales of inventory sold in the ordinary course of business and (ii) gains

(losses) on sales of other assets if such gains (losses) are less than $15,000,000 individually and less than $75,000,000 in the aggregate

during such period, net of transaction costs);

(b)            other

non-cash items (including (i) provisions for losses and additions to valuation allowances, (ii) provisions for restructuring,

litigation, regulatory, compliance or investigation matters and environmental reserves and losses on the Disposition of businesses, (iii) pension

settlement charges, (iv) non-cash charges associated with grants of stock options, employee stock purchase plans and other equity-based

compensation awards to employees and directors, in each case expensed in accordance with ASC 718, (v) impairment charges and write-downs,

including content and goodwill impairments, (vi) fair value, mark-to-market and similar non-cash accounting adjustments (including

in respect of contingent consideration) and (vii) non-cash lease expense attributable to right-of-use assets under ASC 842), in

each case regardless of whether such items may recur or represent future cash expenditures;

incurred in connection with acquisitions, Dispositions or merger transactions (including integration costs, content rationalization costs,

financing fees, amendment and waiver fees and expenses relating to transactions that are not consummated), whether or not accounted for

under ASC 805;

(d)            cash

items associated with provisions for restructuring or other business optimization programs, regulatory, compliance or investigation matters,

litigation (including settlements, judgments and defense costs), environmental reserves and losses on the Disposition of businesses;

(e)            the

operating profit (or loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting; provided

that the income of such Person shall be included to the extent of the amount of dividends or similar distributions paid or declared

in cash (or converted to cash) to the Issuer or a Subsidiary;

(f)            the

amount of pro forma “run-rate” cost savings, operating expense reductions, operational improvements, business optimization,

restructurings, and synergies (including costs to achieve such cost savings, operating expense reductions and synergies) related to the

Transactions, net of the amount of actual benefits realized during such period, calculated on a Pro Forma Basis as though such cost savings,

operating expense reductions, operational improvements, business optimization, restructurings, and synergies had been realized on the

first day of such period and during the entirety of such period; and

(g)            the

amount of pro forma “run-rate” cost savings, operating expense reductions, operational improvements, business optimization,

restructurings, and synergies (including costs to achieve such cost savings, operating expense reductions and synergies) related to business

combinations, acquisitions, mergers or investments of the Issuer (other than the Transactions) that are reasonably identifiable, factually

supportable and projected by the Issuer in good faith to be realized within twenty-four (24) months after such transaction or initiative

is consummated or implemented, net of the amount of actual benefits realized during such period, calculated on a Pro Forma Basis as though

such cost savings, operating expense reductions, operational improvements, business optimization, restructurings, and synergies had been

realized on the first day of such period and during the entirety of such period; provided that costs to achieve shall not be subject

to the cap set forth below and the aggregate amount added back pursuant to this clause (g) (excluding costs to achieve) shall not

exceed twenty five percent (25%) of Consolidated Adjusted EBITDA for such period (calculated after giving effect to such adjustments).

All determinations of Consolidated Adjusted EBITDA

shall be made by the Issuer in good faith and shall be conclusive absent manifest error. No item shall be added back more than once in

the calculation of Consolidated Adjusted EBITDA.

“Consolidated Indebtedness” means, as at any date

of determination, the aggregate principal amount of third party Indebtedness of the Issuer and its Subsidiaries determined on a consolidated

basis that would be reflected on a consolidated balance sheet as at such date prepared in accordance with GAAP consisting of Indebtedness

of the type set forth in, without duplication, clauses (a)(i), (ii), (iii), (iv) and (vi) of the definition thereof, as well

as, without duplication, Indebtedness of the type set forth in clause (b) of the definition thereof (but, in the case of clause

(b), only to the extent such guarantee is reflected as a liability on the consolidated balance sheet of the Issuer and its Subsidiaries

in accordance with GAAP) to the extent applicable to Indebtedness of the type set forth in clauses (a)(i), (ii), (iii), (iv) and

(vi) of the definition thereof; provided that Consolidated Indebtedness will not include Indebtedness in respect of (a) any

Defeased Debt, (b) any letter of credit, except to the extent of unreimbursed obligations in respect of drawn letters of credit

(provided that any unreimbursed amount under letters of credit will not be counted as Consolidated Indebtedness until three Business

Days after such amount is drawn), and (c) Indebtedness to the extent it has been cash collateralized or with respect to which the

Issuer or a Subsidiary is obligated only as a surety or guarantor; provided further, at any time after the definitive agreement for any

acquisition shall have been executed (or, in the case of an acquisition in the form of a tender offer or similar transaction, after the

offer shall have been launched) and prior to the consummation of such acquisition (or termination of the definitive documentation in

respect thereof), any Acquisition Debt (and the proceeds of such Acquisition Debt) shall be excluded from the definition of First Lien

Net Leverage Ratio.

“Consolidated Tangible Assets” means as of the

date of any determination, the assets of any Person on a consolidated basis, less goodwill and other intangible assets.

“Credit Agreement” means that certain credit agreement

dated as of April 7, 2026 among the Issuer, Citibank, N.A. as administrative agent and collateral agent, BofA Securities, Inc.,

Citibank, N.A., Apollo Global Funding, LLC, Deutsche Bank Securities Inc., and Wells Fargo Securities, LLC, as joint lead arrangers and

joint bookrunners, Bank of America, N.A., as syndication agent, Apollo Global Funding, LLC, Deutsche Bank AG New York Branch, and Wells

Fargo Bank, N.A., as documentation agents, and the lenders party thereto, as amended, restated, supplemented, waived, renewed or otherwise

modified from time to time, and as replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured,

repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture or commercial paper facilities

with banks or other institutional lenders or investors extending the maturity thereof, refinancing, replacing or otherwise restructuring

all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement

agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof

or adding Subsidiaries as additional borrowers, issuers or guarantors thereunder and whether by the same or any other agent, lender or

group of lenders, investors or group of investors.

“Credit Facilities” means, collectively, the credit

facilities committed or borrowed under the Credit Agreement.

“Defeased Debt” means Indebtedness that has been

defeased, satisfied and discharged, with respect to which an irrevocable notice of redemption or repurchase has been delivered and with

respect to which any required deposit has been made in connection with any of the foregoing, in each case, in accordance with the applicable

indenture or other applicable contractual obligation.

“Definitive Note” means a certificated Note registered

in the name of the Holder thereof and issued in accordance with Section 2.06, substantially in the form of Exhibit A-1,

Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5, Exhibit A-6, Exhibit A-7

or Exhibit A-8, as applicable, hereto except that such Note shall not bear the Global Note Legend and shall not have the

“Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Designated Non-Cash Consideration” means the Fair

Market Value of non-cash consideration received by the Issuer or any of the Subsidiaries in connection with a Disposition that is designated

as “Designated Non-Cash Consideration” on the date received less the amount of cash or Cash Equivalents received in connection

with a subsequent sale of or collection on such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration

will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise

disposed of, in each case, in or for cash (and only to the extent of the cash so received).

“Disposition” or “Dispose” means

the sale, transfer, license, lease or other disposition by any Person of any of its property, other than sales, transfers, licenses,

leases or other dispositions (a) that constitute a Lien, (b) that constitute a sale of Equity Interests in, or an issuance

of Equity Interests by, the Issuer or a Subsidiary of the Issuer in connection with a bona fide joint venture or other similar commercial

arrangement with a third party or (c) that are non-exclusive licenses of Intellectual Property.

“Domestic Subsidiary” means any Subsidiary that

is organized under the laws of the United States, any state thereof or the District of Columbia.

“Ellison” means, collectively, (a) The Lawrence

J. Ellison Revocable Trust, u/a/d 1/22/88, as amended, Pinnacle Media Ventures, LLC, Pinnacle Media Ventures II, LLC, Pinnacle Media

Ventures III, LLC, Hikouki, LLC, Aozora, LLC and Furaito, LLC; (b) Larry Ellison; (c) David Ellison; (d) Sayonara, LLC,

(e) Skydance Entertainment Group, LLC, (f) any Family Member of Larry Ellison or David Ellison, (g) any Affiliate of the

foregoing and (h) any Permitted Entity of a Person identified in clause (a), (b), (c), (d), (e), (f), or (g).

“Equity Interests” means with respect to any Person,

all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership

or profit interests or units in, including any limited or general partnership interest and any limited liability company membership interest)

such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the

foregoing (including through convertible securities) but excluding, for the avoidance of doubt, any Indebtedness convertible into or

exchangeable for the foregoing.

“Exchange Notes” means any notes issued in exchange

for Notes of a series pursuant to the Registration Rights Agreement or similar agreement.

“Exchange Offer” means the offer of the Issuer

to issue and deliver to Holders of Notes that are not prohibited by law or policy of the SEC from participating in such offer in exchange

for such Notes, a like aggregate principal amount of Exchange Notes.

“Exchange Offer Registration Statement” means a

registration statement relating to the Exchange Offer as provided in the Registration Rights Agreement.

“Excluded Accounts”

shall mean any deposit account,

(a) solely containing,

(i) funds used or intended to be

used for payroll and payroll taxes and other employee benefit payments to or for the benefit

of employees of the Issuer, a Subsidiary Guarantor or any Subsidiary,

(ii) funds used or intended to be used to pay taxes required to be collected,

remitted or withheld (including, federal and state withholding taxes and any employer’s

share thereof), and

(iii) funds which the Issuer, a

Subsidiary Guarantor or any Subsidiary (A) holds on behalf of another person (other

than the Issuer, a Subsidiary Guarantor or such Subsidiary) or (B) holds as an escrow

or fiduciary for another person (other than the Issuer, a Subsidiary Guarantor or such Subsidiary),

(b) used by the Issuer, a Subsidiary

Guarantor or any Subsidiary solely for disbursements and payments in the ordinary course

of business or payroll,

on a daily basis,

(d) that is subject to cash pooling arrangements, or

(e) that is located outside of the United States.

“Excluded Equity Interests” means:

(a)            any

issued and outstanding Equity Interests in a Foreign Subsidiary or a FSHCO (other than, in the case of any direct Subsidiary of the Issuer

or Subsidiary Guarantor which direct subsidiary is (1) a CFC or (2) a FSHCO, 65% of the outstanding Equity Interests of such

Foreign Subsidiary or FSHCO);

(b)            (1) any

Equity Interests of any person that is not a direct Wholly Owned Subsidiary of the Issuer or any other Subsidiary Guarantor or (2) any

Equity Interests in any other person to the extent (A) with respect to Equity Interests described in clause (1), the Organization

Documents or other agreements with respect to such Equity Interests with other equity holders prohibits or restricts the pledge of such

equity interests, (B) the pledge of such Equity Interests is otherwise prohibited or restricted by (i) Applicable Law which

would require governmental (including regulatory) consent, approval, license or authorization to be pledged or that would require consent

under any contractual obligation existing on the Acquisition Date or on the date any Subsidiary is acquired (so long as, in respect of

such contractual obligation, such prohibition is not incurred in contemplation of such acquisition and except to the extent such prohibition

is overridden by anti-assignment provisions of UCC) or (ii) any agreement with a third party (other than the Issuer or any of its

Subsidiaries) existing on the Acquisition Date or on the date any Subsidiary is acquired (so long as, in respect of such contractual

obligation, such prohibition is overridden by anti-assignment provisions of UCC) or (C) would result in a change of control, repurchase

obligation or other adverse consequence, in each case of the foregoing sub-clauses (A), (B) and (C), except

to the extent that any such prohibition or restriction would be rendered ineffective under UCC;

Margin Stock;

(d)            any

Equity Interest, if the pledge thereof or the security interest therein could reasonably be expected to result in material adverse tax

consequences as reasonably determined by the Issuer;

(e)            Equity

Interests in any Immaterial Subsidiary or Excluded Subsidiary (other than an Excluded Subsidiary that is a CFC or a FSHCO); and

(f)            any

Equity Interest with respect to which the Issuer has determined in good faith that the costs of pledging, perfecting or maintaining the

pledge in respect of such Equity Interest hereunder shall be excessive in view of the benefits to be obtained by the Holders therefrom.

“Excluded Property”

means:

(a)            any

asset (including, to the extent applicable, any equipment or inventory owned by the Issuer or any Subsidiary Guarantor that is subject

to a Permitted Lien) together with any rights or interests therein, or any lease, license, franchise, purchase money arrangement, charter,

authorization, contract, or agreement to which the Issuer or any Subsidiary Guarantor is a party, together with any rights or interest

thereunder, in each case, if and to the extent security interests therein (ⅰ) are prohibited or restricted by or in violation of

any Applicable Law, (ⅱ) require any governmental (including regulatory) consent, approval, license or authorization or consent

of a third party that is not the Issuer or a Subsidiary Guarantor pursuant to any contract or agreement binding on such asset at the

time of its acquisition and not entered into in contemplation of such acquisition (without any requirement to obtain such consent, approval,

license or other authorization), (ⅲ) are prohibited or restricted by or in violation of a term, provision or condition of any lease,

license, franchise, charter, authorization, contract or agreement to which the Issuer or such Subsidiary Guarantor is a party which is

binding on such asset at the time of its acquisition and not entered into in contemplation of such acquisition or create a right of termination

in favor of any other party thereto (other than the Issuer or Subsidiary Guarantor), or (ⅳ) would result in material adverse accounting

or regulatory consequences, except, in the case of each of the foregoing clauses (ⅰ), (ⅱ), (ⅲ) and (ⅳ), to the

extent that such prohibition or restriction would be rendered ineffective under the applicable anti-assignment provisions of UCC; provided

that the Excluded Property referred to in this clause (a) shall not include any proceeds of any such asset, lease, license,

franchise, charter, authorization, contract, or agreement (except to the extent such proceeds otherwise constitute Excluded Property);

(b)            the

Excluded Equity Interests, any property or asset of any Excluded Subsidiary or any person that is not, and is not required to be, the

Issuer or a Subsidiary Guarantor;

“intent-to-use” trademark applications prior to the filing and acceptance of a “Statement of Use” pursuant to

Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham

Act with respect thereto, to the extent that, and during the period, if any, in which, the grant of a security interest therein would

impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law;

(d)            (ⅰ)

any leasehold or sub leasehold interest (including any ground lease interest) in real property (with no requirements to deliver landlord

lien waivers, estoppels or collateral access letters), (ⅱ) any fee interest in owned real property, (ⅲ) any improvements

located on any real property, and (ⅳ) any fixtures affixed to any real property, except to the extent perfected by a UCC filing

in the jurisdiction of organization (collectively, “Excluded Real Property”);

(e)            (ⅰ)

as extracted collateral, (ⅱ) timber to be cut, (ⅲ) farm products, (ⅳ) manufactured homes, and (ⅴ) healthcare

insurance receivables, in each case, except to the extent perfected by a UCC filing in the jurisdiction of organization of

the Issuer or any Subsidiary Guarantor;

(f)             any

particular asset, if the pledge thereof or the security interest therein could reasonably be expected to result in material adverse tax

consequences as reasonably determined in good faith by the Issuer;

(g)            obligations

the interest of which is wholly exempt from taxes imposed by Subtitle A of the Code;

(h)            any

asset with respect to which the Issuer has determined in good faith that the costs of obtaining, perfecting or maintaining a security

interest or pledge shall be excessive in view of the fair market value of such asset and/or the benefits to be obtained by the Holders

therefrom;

(i)             letter-of-credit

rights that are not supporting obligations;

(j)             commercial

tort claims with a value below the greater of $100,000,000 and Acquisition Date Metric percentage of TTM Consolidated Adjusted EBITDA;

(k)            motor

vehicles, aircraft and other assets subject to certificates of title or ownership (including, without limitation, aircraft, airframes,

aircraft engines, or helicopters, or any equipment or other assets constituting a part thereof and rolling stock) in each case, to the

extent a security interest therein cannot be perfected by the filing of a UCC-1 financing statement in the jurisdiction of organization

(or other location of the Issuer or a Subsidiary Guarantor under Section 9-307 of the UCC) of the Issuer or any Subsidiary Guarantor;

(l)            except

to the extent automatically perfected or perfected by filing of a UCC-1 financing statement in the jurisdiction of organization (or other

location of the Issuer or any Subsidiary Guarantor under Section 9-307 of the UCC) of the Issuer or any Subsidiary Guarantor, cash,

cash equivalents (including securities entitlements and related assets) and any deposit account, commodity account, or securities account;

provided that the Excluded Property referred to in this clause (l) shall not include proceeds of Collateral;

(m)           Securitization

Assets securing a Securitization Financing, including assets that may be temporarily held by the Issuer or any Subsidiary Guarantor (whether

or not on a commingled basis) for the benefit of, or in trust for, a special purpose entity, a Securitization Subsidiary, or a finance

party in respect of a Securitization Financing whether pursuant to a servicing arrangement or otherwise;

(n)           segregated

cash to secure letter of credit reimbursement obligations to the extent such letters of credit are not prohibited by the Indenture;

(o)           any

Excluded Accounts; and

(p)           any

FCC Authorizations, to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security

interest directly therein pursuant to applicable Communications Laws, but the Collateral does include, to the maximum extent permitted

by law, the economic value of the FCC Authorizations, all rights incident or appurtenant to the FCC Authorizations, and the right to

receive all monies, consideration and proceeds derived from or in connection with the sale, assignment or transfer of the FCC Authorizations.

Notwithstanding anything herein to the contrary,

Excluded Property shall not include (i) any Proceeds (as defined in the UCC), substitutions or replacements of any Excluded Property

(unless such Proceeds, substitutions or replacements would otherwise constitute Excluded Property referred to above) or (ii) any

assets that secure the Acquisition Bridge Facility, any other Permanent Financing or the LC Facility Agreement or any refinancing thereof.

“Excluded Real Property”

has the meaning assigned to such term in the definition of “Excluded Property”.

“Excluded Subsidiary”

means:

(a)            any

Subsidiary that is not a Wholly Owned Subsidiary of the Issuer or any Subsidiary Guarantor;

(b)            any

Foreign Subsidiary of the Issuer or of any direct or indirect Domestic Subsidiary or Foreign Subsidiary of the Issuer;

FSHCO;

(d)            any

Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary or a FSHCO;

(e)            any

Subsidiary that is prohibited or restricted by applicable Law from providing a guaranty or by a binding contractual obligation existing

on the Acquisition Date or at the time of the acquisition of such Subsidiary (and not incurred in contemplation of such acquisition)

from providing a guaranty or if such guaranty would require governmental (including regulatory) or third party (other than the Issuer

or a subsidiary) consent, approval, license, or authorization, unless such consent, approval, license, or authorization has been obtained;

(f)            any

special purpose securitization vehicle (or similar entity), including any Securitization Subsidiary created pursuant to a transaction

permitted under the Indenture;

(g)           any

Subsidiary that is a not-for-profit organization;

(h)           any

Captive Insurance Subsidiary;

(i)            any

other Subsidiary with respect to which, as reasonably determined by the Issuer in good faith, the cost or other consequences (including

any material adverse tax consequences) of providing a Note Guarantee shall be excessive in view of the benefits to be obtained by the

Holders therefrom;

(j)            any

other Subsidiary to the extent the provision of a guarantee by such Subsidiary could reasonably be expected to result in a material adverse

tax consequence as reasonably determined by the Issuer in good faith;

(k)            any

Immaterial Subsidiary; and

(l)            any

Subsidiary that is an “investment company” (or would be an “investment company” if it were a guarantor) under

the Investment Company Act of 1940, as amended, whether or not registered or exempt from registration;

provided that

the Issuer, in its sole discretion, may cause any Subsidiary that qualifies as an Excluded Subsidiary under clauses (a) through

(l) above to become a Subsidiary Guarantor in accordance with the definition thereof and thereafter such Subsidiary shall

not constitute an “Excluded Subsidiary.”

“Fair Market Value” means, with respect to any

asset or property, the price that could be negotiated in an arm’s-length, free market transaction, for cash, between a willing

seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined

in good faith by the Issuer, whose determination will be conclusive for all purposes under this Supplemental Indenture).

“Family Member” means, with respect to any natural

person, the spouse, domestic partner or spousal equivalent, parents, grandparents, lineal descendants, siblings, and lineal descendants

of siblings of such natural person. Lineal descendants shall include adopted persons, but only so long as they are adopted while a minor.

Family member shall further include any of such natural person’s family members as defined in Rule 701 of the Securities Act.

“FCC” means the United States Federal Communications

Commission or any successor agency thereto.

“FCC Authorizations” means licenses, permits and

other authorizations issued by the FCC.

“First Lien Net Leverage Ratio” means, as of the

last day of each fiscal quarter, the ratio of (a) (i) Consolidated Indebtedness of the Issuer and its Subsidiaries on such

date that is secured by Liens on all or any portion of the Collateral that are pari passu in priority with the Liens on Collateral

that secure any Pari Passu Lien Debt minus (ii) the aggregate amount of Unrestricted Cash as of such date to (b) TTM Consolidated

Adjusted EBITDA.

“Foreign Subsidiary” means any direct or indirect

Subsidiary that is not a Domestic Subsidiary.

“Global Note Legend” means the legend set forth

in Section 2.06(g)(ⅱ) which is required to be placed on all Global Notes issued under this Supplemental Indenture.

“Grantors” means the Issuer and the Subsidiary

Guarantors.

“Guaranty Agreement” means a supplemental indenture,

in a form reasonably satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor guarantees the Issuer’s obligations

with respect to the Notes on the terms provided for in this Supplemental Indenture.

“Immaterial Subsidiary” means any Subsidiary of

the Issuer that for the most recently ended four fiscal quarter period for which financial statements are available did not account for

more than 10% of the Consolidated Tangible Assets of the Issuer and its Subsidiaries or more than 10% of consolidated revenue (determined

in accordance with GAAP) of the Issuer and its Subsidiaries.

“Indenture” means the Base Indenture, as supplemented

by this Supplemental Indenture and as further amended or supplemented from time to time with respect to the Notes.

“Initial Notes” means the Notes issued on the Issue

Date (and any Notes issued in respect thereof pursuant to Section 2.06, 2.07, 2.10 or 3.06 of this Supplemental Indenture or Section 9.05

of the Base Indenture).

“Institutional Accredited Investor” means an institution

that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that

is not also a QIB.

“Intellectual Property” means all of the following

intellectual property rights, both statutory and common law rights, if applicable: (a) copyrights, registrations and applications

for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, logos, trade dress and registrations

and applications of registrations thereof, (c) patents, as well as any reissued and reexamined patents and extensions corresponding

to the patents and any patent applications, as well as any related continuation, continuation in part and divisional applications and

patents issuing therefrom and (d) trade secrets and confidential information, including ideas, designs, concepts, compilations of

information, methods, techniques, procedures, processes and other know-how, whether or not patentable.

“Intercreditor Agreements” means, collectively,

the Second Lien Intercreditor Agreement and the Pari Passu Intercreditor Agreement.

“Investment Grade Event” means with respect to

a particular series of the Notes (1) such series of the Notes have an Investment Grade Rating (or to the extent such Rating Agency

will not provide a rating, an advisory or prospective rating from any such Rating Agency that reflects an Investment Grade Rating) from

any two Rating Agencies after giving effect to the release of the Liens on Collateral securing such series of Notes and the release of

the Note Guarantees with respect to such series of Notes; (2) no Event of Default shall have occurred and be continuing with respect

to such series of the Notes and (3) the Issuer has delivered an Officer’s Certificate to the Trustee certifying that such

Investment Grade Event has occurred.

“Investment Grade Rating” means a rating equal

to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by Fitch or S&P, or if the applicable securities

are not then rated by Fitch, Moody’s or S&P, an equivalent rating by any other Rating Agency.

“Issue Date” means October 5, 2026.

“Issuer” has the meaning assigned to it in the

preamble to this Supplemental Indenture.

“Joint Venture” shall mean (a) any Person

which would constitute an “equity method investee” of the Issuer or any of the Subsidiaries and (b) any Person in whom

the Issuer or any of the Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.

“Junior Lien Debt” means any note or loan that

is (or will be) secured by Liens on all or any portion of the Collateral that are contractually (or otherwise) junior in priority to

the Liens on all or any portion of the Collateral that secure the Notes Obligations. For the avoidance of doubt, “Junior Lien Debt”

includes the New Second Lien Secured Debt, the Second Lien Secured Exchange Notes and Obligations that are secured (or intended to be

secured) by a Lien that is junior in priority to Liens securing the Notes, and excludes the Credit Facilities, the LC Facility and the

Notes.

“Junior Lien Obligations” means Obligations under

the Junior Lien Debt.

“LC Facility” means the senior secured facility

borrowed under the LC Facility Agreement.

“LC Facility Agreement” means that certain Standby

Letter of Credit Facility Agreement, dated May 17, 2023, by and among the Issuer, Deutsche Bank AG New York Branch, as the letter

of credit agent, and the letter of credit issuing banks from time to time party thereto, as amended pursuant to Amendment No. 1

dated as of August 1, 2024, Amendment No. 2 dated as of May 12, 2025, Amendment No. 3 dated as of December 19,

2025, Amendment No. 4 dated as of July 8, 2026, as to be further amended pursuant to an amendment to be entered into prior

to the Acquisition Date, pursuant to which certain amendments to the terms of such facility substantially similar to the terms of the

Credit Agreement shall become operative upon closing of the Acquisition, and as may be further amended, restated, amended and restated,

supplemented or otherwise modified from time to time.

“Letter of Transmittal” means the letter of transmittal

to be prepared by the Issuer and sent to all Holders of any Notes for use by such Holders in connection with any Exchange Offer.

“Limited Condition Transaction” means any transaction

or action in connection with any acquisition (including by way of merger), investment (including the assumption or incurrence of Indebtedness),

Disposition, or repayment, repurchase, defeasance or refinancing of Indebtedness.

“Margin Stock” shall have the meaning set forth

in Regulation U of the Board of Governors of the Federal Reserve System, or any successor thereto.

“Minority Investment” means any Person other than

a Subsidiary in which the Issuer or any Subsidiary owns any Equity Interests.

“Net Cash Proceeds” means, with respect to:

(a)            the

Disposition of any asset by the Issuer or any Subsidiary, the excess, if any, of:

(i)            the

sum of Unrestricted Cash received in connection with such Disposition (including any Unrestricted Cash received by way of deferred payment

pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received), over

(ii)            the

sum of,

(A)            the

principal amount, premium or penalty, if any, interest, breakage costs and other amounts on any (1) Indebtedness that is secured

by the asset subject to such Disposition and required to be repaid in connection with such Disposition (other than Indebtedness under

the Pari Passu Lien Debt or Junior Lien Debt), (2) Indebtedness of Non-Guarantor Subsidiaries that is, or will be, repaid in connection

with such Disposition and (3) Indebtedness that is secured by Permitted Priority Assets (as defined in the Credit Agreement) that

is, or will be, repaid in connection with such Disposition,

(B)             the

out-of-pocket fees and expenses (including attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title

insurance premiums, and related search and re-cording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses

and brokerage, consultant and other customary fees) actually incurred by the Issuer or such Subsidiary in connection with such Disposition,

paid or reasonably estimated to be payable in connection therewith (including taxes imposed on the distribution or repatriation of any

such Net Cash Proceeds),

(D)            in

the case of any Disposition by a non-wholly owned Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without

regard to this clause (D)) attributable to minority interests and not available for distribution to or for the account of the Issuer

or a wholly owned Subsidiary as a result thereof,

(E)             any

reserve for adjustment in respect of (1) the sale price of such asset or assets established in accordance with GAAP and (2) any

liabilities associated with such asset or assets and retained by the Issuer or any Subsidiary after such sale or other disposition thereof,

including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification

obligations associated with such transaction, it being understood that “Net Cash Proceeds” shall include the amount of any

reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in this

clause (E); and

(F)             any

costs associated with unwinding any related Hedge Agreements in connection with such transaction; and

(b)            the

sale, incurrence or issuance of any Indebtedness by the Issuer or any Subsidiary, the excess, if any, of:

(i)            the

sum of Unrestricted Cash received in connection with such incurrence or issuance over

(ii)           taxes

paid or reasonably estimated to be payable as a result thereof, fees (including investment banking fees, attorneys’ fees, accountants’

fees, underwriting fees and discounts), commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by

the Issuer or such Subsidiary in connection with such sale, incurrence or issuance.

“New Second Lien Secured Debt” means the New Second

Lien Secured Notes.

“New Second Lien Secured Notes” means the Issuer’s

8.250% Senior Secured Second Lien Notes due 2031 in an initial aggregate principal amount of $6,000,000,000, 7.000% Senior Secured Second

Lien Notes due 2031 in an initial aggregate principal amount of €885,000,000, 8.875% Senior Secured Second Lien Notes due 2034 in

an initial aggregate principal amount of $4,000,000,000 and 9.125% Senior Secured Second Lien Notes due 2036 in an initial aggregate

principal amount of $1,400,000,000.

“Non-Guarantor Subsidiary” means any Subsidiary

of the Issuer that is not a Subsidiary Guarantor.

“Non-U.S. Person”

means a Person who is not a U.S. Person.

“Note” or “Notes” has the meaning

assigned to it in the preamble and includes the Initial Notes and any Additional Notes.

“Notes Obligations” means Obligations in respect

of the Notes, any Note Guarantee and the Security Documents.

“Offering Memorandum” means that certain offering

memorandum relating to the Notes, dated September 30, 2026 (as amended, restated, amended and restated, supplemented, or otherwise

modified from time to time).

“Opinion of Counsel” means a written opinion from

legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer.

“Par Call Date” means, for the 2028 Notes, September 5,

2028 (one month prior to the maturity date of the 2028 Notes), for the 2029 Notes, September 5, 2029 (one month prior to the maturity

date of the 2029 Notes), for the 2031 Notes, September 15, 2031 (one month prior to the maturity date of the 2031 Notes), for the

2033 Notes, August 15, 2033 (two months prior to the maturity date of the 2033 Notes), for the 2036 Notes, July 15, 2036 (three

months prior to the maturity date of the 2036 Notes), for the 2046 Notes, April 15, 2046 (six months prior to the maturity date

of the 2046 Notes), for the 2056 Notes, April 15, 2056 (six months prior to the maturity date of the 2056 Notes) and for the 2066

Notes, April 15, 2066 (six months prior to the maturity date of the 2066 Notes).

“Paramount Global Indentures” means, collectively,

(a)            the

indenture, dated as of May 15, 1995, among Paramount Global, a Delaware corporation (and (i) with regard to the 1995 Indenture

and the 2008 A&R Indenture, formerly known as CBS Corporation, formerly known as Viacom Inc., (ii) with regard to the 2006 Indenture,

as successor to Viacom Inc., (iii) with regard to the 2017 Indenture, formerly known as CBS Corporation, and (iv) with regard

to the 2020 Indenture, formerly known as ViacomCBS Inc., in each case, the “Paramount Issuer”), the guarantor party

thereto, and Deutsche Bank Trust Company Americas, as trustee (successor trustee to Citibank, N.A., successor to State Street Bank and

Trust Company and successor to The First National Bank of Boston) (the “DB Trustee”) (as supplemented, amended or

otherwise modified to the date hereof, the “1995 Indenture”);

(b)            the

indenture, dated as of April 12, 2006 (as supplemented, amended or otherwise modified to the date hereof, the “2006 Indenture”),

between the Paramount Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “BNY

Trustee”);

indenture, dated as of June 22, 2001, among the Paramount Issuer, the guarantor party thereto, and the BNY Trustee, as the original

trustee, as amended and restated by that certain amended and restated indenture, dated as of November 3, 2008, among the Paramount

Issuer, the guarantor party thereto, and the BNY Trustee (as supplemented, amended or otherwise modified to the date hereof, the “2008

A&R Indenture”);

(d)            the

indenture, dated as of November 16, 2017, among the Paramount Issuer, the guarantor party thereto, and the DB Trustee (as supplemented,

amended or otherwise modified to the date hereof, the “2017 Indenture”); and

(e)            the

indenture, dated as of March 27, 2020, between the Paramount Issuer and the DB Trustee (as supplemented, amended or otherwise modified

to the date hereof, the “2020 Indenture”),

in each case, as amended, restated, replaced,

supplemented, waived, renewed or otherwise modified from time to time.

“Paramount Global Property Cap” means, with respect

to any asset and property of Paramount Global that is subject or purported to be subject to any Lien securing any Permitted Secured Debt,

at any time for so long as any Paramount Global Indenture is in effect and includes limitations on liens substantially the same as set

forth therein in effect as of the Issue Date, 15% of the consolidated total assets of Paramount Global at the end of the most recent

accounting period preceding the creation or assumption of such Lien (as provided in each Paramount Global Indenture) of Paramount Global

(reduced by any Attributable Debt (as defined in each such Paramount Global Indenture) with respect to any Sale and Leaseback Transaction

(as defined in each such Paramount Global Indenture) permitted under each Paramount Global Indenture); provided that, (i) if

any of the Paramount Global Indentures have been amended after the date hereof, the Paramount Global Property Cap shall be changed to

the largest amount such that the creation or assumption of liens on assets and property of Paramount Global in such amount would not

require the notes issued under any Paramount Global Indenture to be equally and ratably secured with the Notes Obligations pursuant to

the Paramount Global Indentures then in effect, and (ii) if all of the notes issued under the Paramount Global Indentures are equally

and ratably secured with the Notes Obligations on the assets and property of Paramount Global, the Paramount Global Property Cap shall

not be applicable.

“Pari Passu Intercreditor Agreement” means the

equal priority intercreditor agreement to be entered into on the Acquisition Date among the Collateral Agent, the Trustee, the administrative

agent and collateral agent for the Credit Facilities, the administrative agent and collateral agent for the LC Facility and any additional

representative and collateral agent for any other series of Pari Passu Lien Obligations party thereto from time to time and the Grantors,

as amended, restated, supplemented, replaced or otherwise modified from time to time.

“Pari Passu Lien Debt” means any notes, bonds,

debentures or loans secured by (or intended to be secured by) Liens on all or any portion of the Collateral that are pari passu in priority

with the Liens on all or any portion of the Collateral that secure the Notes Obligations. For the avoidance of doubt, “Pari Passu

Lien Debt” includes the Notes Obligations, the Credit Facilities and the LC Facility, and excludes Obligations that are unsecured

or secured (or intended to be secured) by a Lien that is junior in priority to Liens securing the Notes Obligations.

“Pari Passu Lien Obligations” means Obligations

under the Pari Passu Lien Debt.

“Permanent Financing” means the issuance by the

Issuer of senior secured debt securities and/or senior unsecured debt securities through a public offering or in a private placement

or the borrowing by the Issuer of senior secured term loans and/or senior unsecured term loans, or a combination of the foregoing in

an amount necessary to finance the Acquisition in lieu of the Acquisition Bridge Facility or to refinance the Acquisition Bridge Facility.

“Permitted Entity” means, with respect to a Person:

(a) a Permitted Trust solely for the benefit of (i) such Person, (ii) one or more Family Members of such Person, and/or

(iii) any other Permitted Entity of such Person; (b) any Affiliate of, or general partnership, limited partnership, limited

liability company, corporation, or other entity that (i) directly or indirectly controls, is controlled by, or is under common control

with such Person, and/or (ii) is directly or indirectly exclusively owned by one or more Family Members of such Person; (c) a

revocable living trust, which revocable living trust is itself both a Permitted Trust and a Sponsor, (i) during the lifetime of

the natural person grantor of such trust, or (ii) following the death of the natural person grantor of such trust, solely to the

extent that such shares are held in such trust pending distribution to the beneficiaries designated in such trust; or (d) the personal

representative of the estate of such Person upon the death of such Person solely to the extent the executor is acting in the capacity

as a personal representative of such estate.

“Permitted Holder” or “Permitted Holders”

means any of the following:

(a)            any

Sponsor;

(b)            any

group (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date) of which the Persons described

in clause (a) above are members; provided that (i) without giving effect to the existence of such group or any other

group, the Persons described in clause (a) above, collectively, beneficially own at least 50% of the Issuer’s Voting Capital

Stock and (ii) to the extent that beneficial ownership of Voting Capital Stock of any member of such group is attributed to one

or more other members of such group, each such member of the group that is by attribution deemed to be the beneficial owner of such additional

Voting Capital Stock shall also be deemed to be a Permitted Holder; and

Public Company (or Wholly Owned Subsidiary of such Public Company) to the extent and until such time as any Person or group (other than

a Permitted Holder under clause (a) or (b)) is deemed to be or become a beneficial owner of Voting Capital Stock of such Public

Company representing more than 50% of the total voting power of the Voting Capital Stock of such Public Company.

“Permitted Liens” means:

(1) (A) prior to the Collateral

Release Date, Liens pursuant to the Credit Facilities, the LC Facility or any Loan Document

(as defined in the Credit Agreement) in an aggregate principal amount not to exceed the sum

of (i) $21,400,000,000 plus (ii) the greater of (x) $5,000,000,000 and (y) an

Acquisition Date Metric percentage of TTM Consolidated Adjusted EBITDA plus (iii) in

the case of Liens securing Pari Passu Lien Debt, so long as the First Lien Net Leverage Ratio,

determined on a Pro Forma Basis as of the date of the incurrence of such Pari Passu Lien

Debt, would not exceed either (x) 0.50 to 1.00 greater than the Acquisition Date First

Lien Net Leverage Ratio or (y) if such Pari Passu Lien Debt is incurred in connection

with an investment or acquisition, the First Lien Net Leverage Ratio in effect immediately

prior to the consummation of such transaction calculated on a Pro Forma Basis as of the most

recently ended Test Period or, at the Issuer’s election, as of the last day of the

most recently ended four fiscal quarter period for which financial statements are internally

available plus (iv) Liens securing Junior Lien Debt and (B) on and after the Collateral

Release Date, Liens pursuant to the Credit Facilities, the LC Facility or any Loan Document

to the extent all Notes Obligations are secured by such Liens; provided that in each case,

such Indebtedness shall be subject to a Pari Passu Lien Intercreditor Agreement or Second

Lien Intercreditor Agreement to the extent secured by Liens on the Collateral ranking pari

passu or junior with the Liens securing the Notes Obligations;

(2) prior to the Collateral Release

Date, (A) Liens existing on the Acquisition Date and (B) any Lien securing the

renewal, extension or refunding of any Indebtedness secured by any Lien permitted by clause

(A) above that does not extend to Indebtedness other than that which is being renewed,

extended or refunded;

(3) (A) purchase money Liens or purchase money security interests

upon or in any Property acquired or held by the Issuer or any Subsidiary of the Issuer to

secure the purchase price of such Property or to secure Indebtedness incurred solely for

the purpose of financing the acquisition of such Property and (B) any Lien securing

the renewal, extension or refunding of any Indebtedness secured by any Lien permitted by

clause (A) above that does not extend to Indebtedness other than that which is being

renewed, extended or refunded;

(4) (A) Liens existing on Property at the time of its acquisition

(other than any such Lien created in contemplation of such acquisition) and (B) any

Lien securing the renewal, extension or refunding of any Indebtedness secured by any Lien

permitted by clause (A) above that does not extend to Indebtedness other than that which

is being renewed, extended or refunded;

(5) (A) Liens on Property of Persons which become or became Subsidiaries

securing Indebtedness existing, with respect to any such Person, on the date such Person

becomes or became a Subsidiary (other than any such Lien created in contemplation of such

Person becoming a Subsidiary) and (B) any Lien securing the renewal, extension or refunding

of any Indebtedness secured by any Lien permitted by clause (A) above that does not

extend to Indebtedness other than that which is being renewed, extended or refunded;

(6) Liens on Securitization Assets secured or transferred pursuant to

any Permitted Securitization Financing;

(7) Prior to the Collateral Release Date, Liens on assets of Non-Guarantor

Subsidiaries;

(8) Statutory or common law Liens of landlords, carriers, warehousemen,

mechanics, materialmen, repairmen, construction contractors or other like Liens, or other

customary Liens (other than in respect of Indebtedness) in favor of landlords, so long as,

in each case, such Liens arise in the ordinary course of business and secure amounts not

overdue for a period of more than ninety (90) days or, if more than ninety (90) days overdue,

are unfiled and no other action has been taken to enforce such Lien or that are being contested

in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained

on the books of the applicable Person in accordance with GAAP;

(9) Liens arising from judgments or orders for the payment of money;

(10) (A) Liens for taxes, assessments or governmental charges that

are not overdue for a period of more than ninety (90) days or that are being contested in

good faith and by appropriate actions diligently conducted and for which appropriate reserves

have been established in accordance with GAAP or that are not expected to result in a material

adverse effect and (B) Liens for property taxes on property the Issuer or its Subsidiaries

has decided to abandon if the sole recourse for such tax, assessment or charge is to such

property;

(11) easements, rights-of-way, restrictions (including zoning and building

code restrictions and plan agreements, development agreements and contract zoning agreements),

encroachments, survey exceptions, sewers, electric lines, drains, telegraph and telephone

and cable television lines, gas and oil pipelines and other similar purposes, reservations

of rights, servitudes, protrusions and other similar encumbrances and title defects affecting

real property that, in the aggregate, do not in any case materially interfere with the ordinary

conduct of the business of the Issuer and the Subsidiaries taken as a whole or the use of

the property for its intended purpose;

(12) leases, licenses, subleases or sublicenses (including Works) granted

to others in the ordinary course of business (including any other agreement under which the

Issuer or any Subsidiary has granted rights to end users to access and use the Issuer’s

or any Subsidiary’s products, technologies, facilities or services) which do not interfere

in any material respect with the business of the Issuer and the Subsidiaries, taken as a

whole;

(13) (A) pledges or deposits in the ordinary course of business

in connection with workers’ compensation, health, disability or employee benefits,

unemployment insurance and other social security laws or similar legislation or regulation

or other insurance-related obligations (including in respect of deductibles, self-insured

retention amounts and premiums and adjustments thereto) and (B) pledges, deposits and

Liens on cash in the ordinary course of business securing liability for reimbursement or

indemnification obligations of (including obligations in respect of letters of credit or

bank guarantees for the benefit of) insurance carriers providing property, casualty or liability

insurance to the Issuer or any Subsidiaries;

(14) Liens and subrogation rights arising from the performance of bids,

trade contracts, governmental contracts and operating leases, statutory obligations, surety,

stay, customs and appeal bonds, performance bonds and other obligations of a like nature

(including those to secure health, safety and environmental obligations) incurred in the

ordinary course of business;

(15) purported Liens evidenced by the filing of precautionary Uniform

Commercial Code financing statements or similar public filings;

(16) Liens (A) of a collection bank arising under Section 4-208

or 4-210 of the Uniform Commercial Code on the items in the course of collection, (B) attaching

to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary

course of business and not for speculative purposes and (C) in favor of a banking or

other financial institution arising as a matter of law encumbering deposits or other funds

maintained with a financial institution (including the right of setoff) and that are within

the general parameters customary in the banking industry;

(17) Liens (A) in favor of customs and revenue authorities arising

as a matter of law to secure payment of customs duties in connection with the importation

of goods in the ordinary course of business and (B) on specific items of inventory or

other goods and proceeds thereof of any Person securing such Person’s obligations in

respect of bankers’ acceptances or documentary letters of credit issued or created

for the account of such Person to facilitate the purchase, shipment or storage of such inventory

or such other goods in the ordinary course of business;

(18) prior to the Collateral Release Date, (A) Liens securing Pari

Passu Lien Debt, so long as the First Lien Net Leverage Ratio, determined on a Pro Forma

Basis as of the date of the incurrence of such Pari Passu Lien Debt, would not exceed either

(x) 0.50 to 1.00 greater than the Acquisition Date First Lien Net Leverage Ratio or

(y) if such Pari Passu Lien Debt is incurred in connection with an investment or acquisition,

the First Lien Net Leverage Ratio in effect immediately prior to the consummation of such

transaction calculated on a Pro Forma Basis as of the most recently ended Test Period or,

at the Issuer’s election, as of the last day of the most recently ended four fiscal

quarter period for which financial statements are internally available, (B) Liens securing

Junior Lien Debt and (C) any Lien securing a refinancing of the Pari Passu Lien Debt

or Junior Lien Debt secured pursuant to clause (A) or (B) above that does not extend

to Indebtedness other than that which is being renewed, extended or refunded; provided that

in each case, any such Indebtedness in excess of $250,000,000 shall be subject to a Pari

Passu Intercreditor Agreement or Second Lien Intercreditor Agreement to the extent secured

by Liens on the Collateral ranking pari passu or junior with the Liens securing the

Notes Obligations;

(19) prior to the Collateral Release Date, (A) Liens securing Indebtedness

incurred pursuant to the Acquisition Bridge Facility, the New Second Lien Secured Debt and

the Second Lien Secured Exchange Notes and (B) any Lien securing a refinancing of the

Acquisition Bridge Facility, the New Second Lien Secured Debt and the Second Lien Secured

Exchange Notes secured pursuant to clause (A) above that does not extend to Indebtedness

other than that which is being renewed, extended or refunded; provided that in each

case, any such Indebtedness in excess of $250,000,000 shall be subject to a Pari Passu Intercreditor

Agreement or Second Lien Intercreditor Agreement to the extent secured by Liens on the Collateral

ranking pari passu or junior with the Liens securing the Notes Obligations;

(20) Liens on assets of Non-Guarantor Subsidiaries securing Indebtedness

of Non-Guarantor Subsidiaries, including Liens on the Equity Interests of such Non-Guarantor

Subsidiaries (except those Equity Interests held by Guarantors);

(21) Liens incurred in connection with the cash collateralization of

letters of credit or agreements related to hedging designed to hedge against the Issuer’s

or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities

pricing risks incurred not for speculative purposes;

(22) Liens securing Indebtedness incurred to finance the acquisition,

construction or improvement of any fixed or capital assets, including Capital Lease Obligations

and any Indebtedness assumed in connection with the acquisition of any such assets;

provided that (x) such Indebtedness is incurred prior to or within 90 days after such

acquisition or the completion of such construction or improvement and (y) the principal

amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving

such fixed or capital assets;

(23) Liens (A) on cash earnest money deposits made by the Issuer

or any of its Subsidiaries in connection with any letter of intent or purchase agreement

relating to an investment not prohibited under the Indenture or (B) incurred in connection

with escrow arrangements or other agreements relating to any acquisition or investment not

prohibited under this Supplemental Indenture;

(24) on and following the Collateral Release Date, Liens securing Indebtedness

incurred by any Subsidiary of the Issuer in an aggregate principal amount not to exceed,

on a Pro Forma Basis, the greater of (A) an amount equal to 5% of Consolidated Tangible

Assets and (B) a dollar amount calculated based upon the Acquisition Date Metric equal

to 5% of Consolidated Tangible Assets;

(25) Liens created in favor of a producer or supplier of television programming

or films over distribution revenues and/or distribution rights which are allocable to such

producer or supplier under related distribution agreements;

(26) Liens consisting of or related to the sale, transfer, distribution,

or financing of Works or Intellectual Property or other rights with respect thereto or with

groups who may receive tax benefits or other third-party investors in connection with the

financing and/or distribution of Works in the ordinary course of business and the granting

to Issuer or any of its Subsidiaries of rights to distribute such Works; provided, however,

that no such Lien shall attach to any asset or right of the Issuer or any of its Subsidiaries

(other than (1) the Works which were sold, transferred to or financed by groups who

may receive tax benefits or third-party investors in question or the proceeds arising therefrom

and (2) the stock or equity interests of a Subsidiary substantially all of the assets

of which consist of such Works and related proceeds);

(27) Liens on satellite transponders and all property rights therein

and the products, revenues and proceeds therefrom which secure obligations incurred in connection

with the acquisition, utilization or operation of such satellite transponders or the refinancing

of any such obligations; and

(28) Liens over any bank account

used in the ordinary course of business and granted by any Subsidiary organized, incorporated

or formed under the laws of the Netherlands as part of a bank’s standard terms and

conditions, including the terms and conditions of the Dutch Banks’ Association (Nederlandse

vereniging voor banken) or similar terms and conditions.

“Permitted Secured Debt”

means, collectively, Junior Lien Debt and Pari Passu Lien Debt.

“Permitted Securitization Financing”

shall mean any Securitization Financing that meets the following conditions:

(a)           such

Permitted Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate

economically fair and reasonable to the Issuer and any applicable Securitization Subsidiary, as determined by the Issuer in good faith;

(b)           all

sales, transfers and/or contributions of Securitization Assets and related assets are made at Fair Market Value; and

financing terms, covenants, termination events and other provisions thereof, including any Standard Securitization Undertakings, shall

be market terms, as determined by the Issuer in good faith.

“Permitted Trust” means a bona fide trust where

a trustee is a Sponsor or a professional in the business of providing trustee services, including private professional fiduciaries, trust

companies, and bank trust departments.

“Principal Property” means any property (other

than telecommunications equipment, including, without limitation, satellite transponders) owned by the Issuer or any Subsidiary and located

in the United States, the aggregate book value of which on the date of determination exceeds 2% of the consolidated total assets of the

Issuer, other than any such property, which, as determined in good faith by management, is not of material importance to the total business

conducted by the Issuer and its Subsidiaries, taken as a whole.

“Pro Forma Basis” and “Pro Forma Effect”

means with respect to the calculation of any test, financial ratio, basket or covenant under the Indenture, including, but not limited

to, the First Lien Net Leverage Ratio and the calculation of Consolidated Tangible Assets, Consolidated Adjusted EBITDA and TTM Consolidated

Adjusted EBITDA, of any Person and its Subsidiaries, as of any date, that pro forma effect will be given to the Transactions, any acquisition,

merger, consolidation, investment, any issuance, incurrence, assumption or repayment (mandatory or voluntary) or redemption of Indebtedness

(including Indebtedness issued, incurred or assumed or repaid or redeemed as a result of, or to finance, any relevant transaction and

for which any such test, financial ratio, basket or covenant is being calculated) (but excluding the identifiable proceeds of any Indebtedness

being incurred substantially simultaneously therewith or as part of the same transaction or series of related transactions for purposes

of netting cash to calculate the applicable ratio), any issuance or redemption of preferred stock or disqualified stock, all sales, transfers

and other dispositions or discontinuance of any Subsidiary, line of business, division, segment or operating unit, in each case that

have occurred during the Test Period of such Person being used to calculate such test, financial ratio, basket or covenant, or subsequent

to the end of the Test Period but prior to such date of calculation or prior to or in connection with the event for which a determination

under this definition is made, as if each such event occurred on the first day of the Test Period.

For purposes of making any computation referred

to above:

(a)            if

any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated

as if the rate in effect on the date for which a determination under this definition is made had been the applicable rate for the entire

period (taking into account any agreements relating to hedging or cash management applicable to such Indebtedness if such agreements

have a remaining term of the lesser of (i) 12 months or more and (ii) the remaining time to the scheduled maturity date of

such underlying Indebtedness);

(b)            interest

on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting

officer, in his or her capacity as such and not in his or her personal capacity, of the Issuer to be the rate of interest implicit in

such Capital Lease Obligation in accordance with GAAP;

on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency

interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon

such optional rate chosen as the Issuer may designate;

(d)            interest

on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance

of such Indebtedness during the applicable period; and

(e)            to

the extent not already covered above, any such calculation may include adjustments calculated in accordance with Regulation S-X under

the Securities Act.

“Private Placement Legend” means the legend set

forth in Section 2.06(g)(i)(A) to be placed on all Notes issued under this Supplemental Indenture except where otherwise permitted

by the provisions of this Supplemental Indenture.

“Proceeds” means all “proceeds” as

such term is defined in Section 9-102(a)(64) of the UCC and, in any event, shall include, without limitation, all dividends, distributions

or other income from Investment Property, collections thereon or distributions or payments with respect thereto.

“Property” means any right or interest in or to

property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Voting

Capital Stock.

“Public Company” means any Person with a class

or series of Voting Capital Stock that is traded on a stock exchange or in the over-the-counter market.

“QIB” means a “qualified institutional buyer”

as defined in Rule 144A.

“Rating Agencies” means Fitch, Moody’s and

S&P, or if any of Fitch, Moody’s or S&P shall not make a rating on the Notes publicly available, a nationally recognized

statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Fitch, Moody’s

or S&P, as the case may be.

“Ratings Decline Period” means, with respect to

any Change of Control, the period that (1) begins on the earlier of (a) the date of the first public announcement of such Change

of Control or of the Issuer’s intention to effect such Change of Control or (b) the occurrence of such Change of Control and

(2) ends on the 60th calendar day following consummation of such Change of Control.

“RedBird” means, collectively, (a) RB Tentpole

LP (so long as RB Tentpole LP is managed or controlled by Affiliates of RedBird Capital Partners Management LLC), (b) RedBird Capital

Partners Fund IV (Master), L.P., (c) any Affiliates of RedBird Capital Partners Management LLC (including any investment vehicle

managed and controlled by RedBird Capital Partners Management LLC) and (d) any Permitted Entity of a Person identified in clause

(a), (b) or (c).

“Register” means a register in which, subject to

such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of the Notes and of transfers and exchanges

of such Notes which the Issuer shall cause to be kept at the appropriate office of the Registrar in accordance with Section 2.03.

“Registration Rights

Agreement” means any registration rights agreement among the Issuer and the initial purchasers named therein with respect to

any series of Notes.

“Regulation S”

means Regulation S promulgated under the Securities Act.

“Regulation S Global

Note” means a Global Note substantially in the form of Exhibit A-1, Exhibit A-2, Exhibit A-3,

Exhibit A-4, Exhibit A-5, Exhibit A-6, Exhibit A-7 or Exhibit A-8 hereto

bearing the Global Note Legend and the Private Placement Legend deposited with or on behalf of, and registered in the name of, the Depositary

or its nominee that will be issued in an initial denomination equal to the outstanding principal amount of any Additional Notes initially

sold in reliance on Rule 903 of Regulation S.

“Restricted Definitive

Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note”

means a Global Note bearing the Private Placement Legend.

“Rule 144”

means Rule 144 promulgated under the Securities Act.

“Rule 144A”

means Rule 144A promulgated under the Securities Act.

“Rule 144A Global Note” means a Global Note

substantially in the form of Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5,

Exhibit A-6, Exhibit A-7 or Exhibit A-8 hereto bearing the Global Note Legend and the Private Placement

Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in an initial

denomination equal to the outstanding principal amount of any Additional Notes initially sold in reliance on Rule 144A.

“Rule 903”

means Rule 903 promulgated under the Securities Act.

“Rule 904”

means Rule 904 promulgated under the Securities Act.

“Second Lien Intercreditor

Agreement” means the junior lien intercreditor agreement to be entered into on the Acquisition Date among the Collateral Agent,

the Trustee, the representative and collateral agent for each other series of Pari Passu Lien Obligations, the administrative agent and

collateral agent under the Credit Facilities, the representative and collateral agent under the LC Facility, the representative and collateral

agent under the New Second Lien Secured Debt, the representative and collateral agent for each other series of Junior Lien Obligations,

and the Grantors, as amended, restated, supplemented, replaced or otherwise modified from time to time.

“Second Lien Secured

Exchange Notes” means the separate series of second lien secured notes expected to be issued by the Issuer on or shortly following

the Acquisition Date pursuant to a series of exchange offers as described in the Offering Memorandum.

“Securitization Assets” means any Securitization

Receivable Assets and any Securitization Operating Assets.

“Securitization Financing” shall mean any transaction

or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its

Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Issuer

or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary or a transfer by the

Issuer or a Subsidiary Guarantor in the context of a receivables financing), or may grant a security interest or Lien in, any Securitization

Assets of the Issuer or any of its Subsidiaries, and any assets related thereto, including all collateral securing such Securitization

Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization

Assets and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection

with asset securitization transactions involving Securitization Assets as determined by the Issuer in good faith.

“Securitization Operating Assets” means intellectual

property assets, contract rights, physical assets (including vehicles or real estate and other assets identified by the Issuer) and the

proceeds thereof and any Securitization Receivable Assets that may be related thereto which the Issuer has determined in good faith are

of the type customarily transferred or that are required to be transferred, or in respect of which security interests are customarily

granted or are required to be granted, in connection with securitizations of operating assets or revenue streams relating thereto.

“Securitization Receivable Assets” means, any accounts

receivable, royalty or other revenue streams, other rights to payment (including with respect to rights of payment pursuant to the terms

of any joint venture), all collateral securing such accounts receivable, royalty or other revenue streams or rights to payment, all contracts

and contract rights and all guarantees or other obligations in respect of such accounts receivable, royalty or other revenue streams

or rights to payment, all proceeds of such accounts receivable, royalty or other revenue streams or rights to payment and other assets

(including contract rights) which the Issuer has determined are of the type customarily transferred (or that are required to be transferred)

or in respect of which security interests are customarily granted or are required to be granted in connection with securitizations of

accounts receivable, royalty or other revenue streams or rights to payment and which are sold, transferred or otherwise conveyed by the

Issuer or a Subsidiary to a Securitization Subsidiary or to a financing institution.

“Securitization Subsidiary” means a Subsidiary

of the Issuer formed for the purposes of engaging in a securitization financing.

“Security Documents” means the security agreements,

pledge agreements and other instruments and documents executed and delivered pursuant to this Supplemental Indenture or any of the foregoing,

as the same may be amended, supplemented or otherwise modified from time to time and pursuant to which Collateral is pledged, assigned

or granted to or on behalf of the Collateral Agent for the benefit of the Trustee and the Holders.

“Shelf Registration

Statement” means a “shelf” registration statement providing for the registration and the sale on a continuous or

delayed basis of any Notes as may be provided in any Registration Rights Agreement.

“Special Interest”

means all additional interest owing on the Notes pursuant to the Registration Rights Agreement.

“Sponsors” means, collectively, (a) Ellison,

(b) RedBird and (c) any direct and indirect investors of the Persons identified in clauses (a) or (b) through any

permitted equity syndication process consummated prior to the Acquisition Date.

“Standard Securitization Undertakings” shall mean

representations, warranties, covenants (including repurchase obligations) and indemnities entered into by the Issuer or any Subsidiary

that the Issuer or such Subsidiary, as applicable, has determined in good faith are customary for “non-recourse” accounts

receivables financings or factoring or securitization financings.

“Supplemental Indenture” has the meaning assigned

to it in the preamble to this Supplemental Indenture.

“Target” means Warner Bros. Discovery, Inc.,

a Delaware corporation.

“Test Period” means, at any time, the most recent

period of four consecutive fiscal quarters of the Issuer ended on or prior to such time (taken as one accounting period) in respect of

which financial statements have been filed with the SEC.

“Transactions” means, collectively, (a) the

Acquisition, the other related transactions contemplated by the Acquisition Agreement and the financing thereof, including any equity

investment or related equity financing and any refinancing of the Target’s existing Indebtedness and (b) the payment of fees,

commissions and expenses in connection with the foregoing.

“Treasury Rate”

means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

The Treasury Rate shall be determined

by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the

Board of Governors of the Federal Reserve System), as of the third Business Day preceding the date of the notice of redemption based

upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published

by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any

successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury

constant maturities—Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury

Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period

from the redemption date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury

constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant

maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than

the Remaining Life—and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days)

using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15

shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining

Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity

date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If as of the third Business Day preceding the date of the notice of

redemption H.15 TCM or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate

based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, as of the second

Business Day preceding such date of the notice of redemption of the United States Treasury security maturing on, or with a maturity that

is closest to, the applicable Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable

Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par

Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par

Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If

there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury

securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury

securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for

such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms

of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average

of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States

Treasury security, and rounded to three decimal places.

“TTM Consolidated Adjusted EBITDA” means, as of

any date of determination, the Consolidated Adjusted EBITDA of the Issuer and its Subsidiaries for the most recently ended four fiscal

quarter period for which financial statements are available.

“U.S. Person”

means a U.S. person as defined in Rule 902(k) under the Securities Act.

“UCC” means the Uniform Commercial Code (or any

similar or equivalent legislation) as in effect in any applicable jurisdiction.

“Unrestricted Cash” means unrestricted cash and

Cash Equivalents held or owned by, credited to the account of, or otherwise reflected as an asset on the balance sheet of, the Issuer

and its Subsidiaries.

“Unrestricted Definitive

Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global

Note substantially in the form of Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4,

Exhibit A-5, Exhibit A-6, Exhibit A-7 or Exhibit A-8 attached hereto that bears the Global

Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited

with or on behalf of and registered in the name of the Depositary, representing the Initial Notes or any Additional Notes that do not

bear the Private Placement Legend.

“Wholly Owned Subsidiary” means any Subsidiary

of which all shares of Voting Capital Stock (other than, in the case of a corporation, directors’ qualifying shares) are owned

directly or indirectly by the Parent (as defined in the definition of “Subsidiary”).

“Works” means motion pictures, video, television,

interactive or multi-media programming, audio-visual works, sound recordings, books and other literary or written material, any software,

copyright or other intellectual property related thereto, acquired directly or indirectly by purchase, business combination, production,

creation or otherwise, any component of the foregoing or rights therein or with respect thereto, of every kind and character, and all

improvements thereon, products and proceeds thereof and revenues derived therefrom.

With respect to the Notes only, the definitions of “Depositary”,

“Global Note”, “Guarantee”, “Indebtedness” and “Trustee” in the Base Indenture are hereby

replaced with the following:

“Depositary” means, with respect to the Global

Notes, the Person specified in Section 2.03 as the Depositary with respect to the Notes, and any and all successors thereto appointed

as depositary hereunder and having become such pursuant to the applicable provision of this Supplemental Indenture.

“Global Notes” means a permanent Global Note substantially

in the form of Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5,

Exhibit A-6, Exhibit A-7 or Exhibit A-8, as applicable, hereto that bears the Global Note Legend

and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or

on behalf of and registered in the name of the Depositary, representing the Initial Notes or any Additional Notes.

“Guarantee”

of or by any Person means any obligation, contingent or otherwise, of such Person guaranteeing or entered into with the purpose of guaranteeing

any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including

any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment

of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness,

(b) to purchase Property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment of such

Indebtedness or (c) to maintain working capital, equity capital or other financial condition or liquidity of the primary obligor

so as to enable the primary obligor to pay such Indebtedness; provided, however, that the term “Guarantee” shall not include

endorsements for collection or deposit, in either case in the ordinary course of business.

“Indebtedness” of any Person means at any date,

without duplication,

(a)            (i) any

indebtedness of such Person in respect of borrowed money; (ii) any indebtedness evidenced by bonds, notes, debentures, loan agreements

or similar instruments; (iii) obligations of such Person as issuer, customer or account party under letters of credit or bankers’

acceptances to the extent drawn; (iv) obligations of such Person as a lessee under Capital Lease Obligations; (v) the balance

deferred and unpaid of the purchase price of any property to the extent the same would be required to be shown as a long-term liability

on the balance sheet of such Person prepared in accordance with GAAP; and (vi) any obligations of such Person in respect of Disqualified

Equity Interests (as defined in the Credit Agreement); and

(b)            (i) to

the extent not otherwise included, any Guarantee by such Person of the obligations of the type referred to in clause (a) of another

Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable

instruments for collection in the ordinary course of business and (ii) to the extent not otherwise included, the obligations of

the type referred to in clause (a) of another Person secured by a Lien (other than a Permitted Lien) on any property owned by such

Person, whether or not such obligations are assumed by such Person and whether or not such obligations would appear upon the balance

sheet of such Person; provided that the amount of such Indebtedness for purposes of this clause (ii) will be the lesser of the fair

market value of such property at such date of determination and the amount of Indebtedness so secured;

provided that, notwithstanding the foregoing, Indebtedness will

be deemed not to include indebtedness, guarantees or obligations that are (1) contingent obligations incurred in the ordinary course

of business unless and until such obligations are non-contingent, (2) trade payables and commercial guarantees or arrangements related

or incidental to the business of the Issuer and the Subsidiaries, (3) earn outs, purchase price holdbacks or similar obligations,

(4) intercompany liabilities arising in the ordinary course of business, (5) Permitted Liens, (6) loans and advances made

by the Issuer or Subsidiary Guarantors having a term not exceeding 364 days (inclusive of any roll over or extension of terms), (7) Indebtedness

of any direct or indirect parent entity appearing on the balance sheet of such Person solely by reason of push down accounting under

GAAP, (8) with respect to the production, distribution and acquisition of motion pictures or other programming rights, talent or

publishing rights, (9) the net change in the carrying value of Indebtedness relating to fair value hedges in accordance with ASC

815 or (10) financings by way of sales or transfers of receivables or inventory, which will be accounted for as indebtedness in

accordance with ASC 860 and ASC 810.

“Trustee” has the meaning assigned to it in the

preamble to this Supplemental Indenture.

Section 1.02    Other

Definitions.

Term

Defined

in Section

“Alternate Offer”

4.08

“Applicable Proceeds”

4.07

“Asset Sale Offer”

3.09

“Authentication Order”

2.02

“Change of Control Offer”

4.08

“Change of Control Payment”

4.08

“Change of Control Payment Date”

4.08

“Collateral Release Date”

13.05

“Covenant Defeasance”

8.03

“DTC”

2.03

“Excess Proceeds”

4.07

“Event of Default”

6.01

“General Asset Sale Basket”

4.07

“LCT Election”

1.04

“LCT Test Date”

1.04

“Offer Amount”

3.09

“Offer Period”

3.09

“Paying Agent”

2.03

“Payoff Transaction”

3.07

“Proceeds Application Period”

4.07

“Purchase Date”

3.09

“redemption notice date”

3.10

“Registrar”

2.03

“series”

2.01

“Special Mandatory Redemption”

3.10

“special mandatory redemption date”

3.10

“special mandatory redemption event”

3.10

“special mandatory redemption price”

3.10

“Subsequent Transaction”

1.04

Section 1.04    Rules of

Construction.

With respect to the Notes only, the following provisions shall be

included in Section 1.04 of the Base Indenture:

(x)            notwithstanding

anything to the contrary in this Indenture, in connection with any action being taken in connection with a Limited Condition Transaction,

for purposes of:

(A) determining

compliance with any provision of this Indenture, the Intercreditor Agreements, the Notes and the Security Documents that requires the

calculation of any financial ratio or test, including the First Lien Net Leverage Ratio;

(B)  testing

availability under baskets set forth in this Indenture, the Intercreditor Agreements, the Notes and the Security Documents (including

baskets determined by reference to Consolidated Adjusted EBITDA, TTM Consolidated Adjusted EBITDA or Consolidated Tangible Assets, as

applicable); or

other compliance with this Indenture, the Intercreditor Agreements, the Notes and the Security Documents (including the determination

that no Default or Event of Default (or any type of Default or Event of Default) has occurred, is continuing or would result therefrom);

in each

case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction,

an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be in the case

of any Limited Condition Transaction, the date of (or, in the case of any calculation or any financial ratio or test, with respect to,

or as of the last day of, the most recently ended Test Period) either (x) the execution of the definitive agreement with respect

to such Limited Condition Transaction or, if applicable, the date with respect to which the Issuer or a Subsidiary otherwise becomes

obligated to consummate such Limited Condition Transaction (including as the result of providing irrevocable notice thereof), (y) the

public announcement of an intention to make an offer in respect of the target of such Limited Condition Transaction or (z) the consummation

of such Limited Condition Transaction (the “LCT Test Date”), and if, for the Limited Condition Transaction (and the

other transactions to be entered into in connection therewith), the Issuer or any of its Subsidiaries would have been permitted to take

such action on the relevant LCT Test Date (on a Pro Forma Basis after giving effect to such action) in compliance with such ratio, test

or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuer has made

an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have

failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated

Adjusted EBITDA, TTM Consolidated Adjusted EBITDA or Consolidated Tangible Assets of the Issuer or the Person subject to such Limited

Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not

be deemed to have failed to have been complied with as a result of such fluctuations; provided that notwithstanding anything to

the contrary herein, if financial statements for one or more subsequent Test Periods shall have become available, the Issuer may elect,

in its sole discretion, to re-determine all such financial ratios or tests, with respect to, or as of the last day of, the most recently

ended Test Period on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to

be the LCT Test Date for purposes of such baskets, ratios and financial metrics. If the Issuer has made an LCT Election for any Limited

Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence

of Liens, Dispositions, mergers or the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer (each,

a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such

Limited Condition Transaction is consummated or the date that the definitive agreement, public announcement or irrevocable notice for

such Limited Condition Transaction is terminated, revoked or expires without consummation of such Limited Condition Transaction, for

purposes of determining whether such Subsequent Transaction is permitted under this Indenture, the Intercreditor Agreement, the Notes

and the Security Documents, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited

Condition Transaction and other transactions in connection therewith have been consummated;

(xi)           notwithstanding

anything to the contrary in this Indenture, so long as an action was taken (or not taken) in reliance upon a basket, ratio or financial

metric that was calculated or determined in good faith by a responsible financial or accounting officer of a Person based upon financial

information available to such officer at such time and such action (or inaction) was permitted under this Indenture at the time of such

calculation or determination, any subsequent restatement, modification or adjustments made to such financial information (including any

restatement of or modification or adjustment to the financial statements of the Issuer or any Subsidiary or for any other reason) shall

not result in any Default or Event of Default;

(xii)          in

addition, the “integrated transaction doctrine” or any similar legal doctrine or theory is expressly waived by each Holder

by acceptance of any Note. Without limiting the foregoing, each Holder agrees by acceptance of any Note that (a) any series of related

transactions shall be permitted by this Indenture if each individual transaction would be permitted, and (b) any series of related

transactions that are consummated substantially concurrently may be deemed to be consummated in any order determined by the Issuer that

complies with this Indenture with permissibility of each transaction evaluated in light of such order;

(xiii)        the

phrase “commercially reasonable efforts” shall not require the payment of a fee or other amount to any third party, the incurrence

of any expense or liability by the Issuer or any Subsidiary Guarantor (or any Affiliate thereof) outside its ordinary course of its business

or the taking of any action that the Issuer determines in good faith could adversely affect relationships with third parties; and

(xiv)        with

respect to the Notes only, Sections 1.03, 9.03 and 11.01 of the Base Indenture are hereby disapplied, provided that such Sections

shall apply to the Notes following the issuance of any Exchange Notes as provided for in the Registration Rights Agreement relating to

the Notes.

Article 2

THE NOTES

With respect to the Notes only, Article 2 of the Base Indenture

is hereby replaced with the following:

Section 2.01 Form and

Dating.(a)    General. The Notes and the Trustee’s certificate

of authentication shall be substantially in the form of (i) in the case of the 2028

Notes, Exhibit A-1, (ii) in the case of the 2029 Notes, Exhibit A-2,

(ⅲ) in the case of the 2031 Notes, Exhibit A-3, (iv) in the case of

the 2033 Notes, Exhibit A-4, (v) in the case of the 2036 Notes, Exhibit A-5,

(vi) in the case of the 2046 Notes, Exhibit A-6, (vii) in the case

of the 2056 Notes, Exhibit A-7 and (viii) in the case of the 2066 Notes,

Exhibit A-8. The Notes are each a separate “series” of Notes

for the purposes of the Base Indenture and this Supplemental Indenture. The Notes may have

notations, legends or endorsements required by law, stock exchange rule or usage or

this Supplemental Indenture. Each Note shall be dated the date of its authentication. The

Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess

thereof.

The terms and provisions contained in the Notes shall constitute,

and are hereby expressly made, a part of this Supplemental Indenture and the Issuer and the Trustee, by their execution and delivery

of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision

of any Note conflicts with the express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture shall

govern and be controlling.

(b)            Global

Notes. Notes issued in global form shall be substantially in the form of (i) in the case of the 2028 Notes, Exhibit A-1,

(ii) in the case of the 2029 Notes, Exhibit A-2, (ⅲ) in the case of the 2031 Notes, Exhibit A-3, (iv) in

the case of the 2033 Notes, Exhibit A-4, (v) in the case of the 2036 Notes, Exhibit A-5, (vi) in the

case of the 2046 Notes, Exhibit A-6, (vii) in the case of the 2056 Notes, Exhibit A-7 and (viii) in

the case of the 2066 Notes, Exhibit A-8, including the Global Note Legend thereon and the “Schedule of Exchanges of

Interests in the Global Note” attached thereto. Notes issued in definitive form shall be substantially in the form of (i) in

the case of the 2028 Notes, Exhibit A-1, (ii) in the case of the 2029 Notes, Exhibit A-2, (ⅲ) in the

case of the 2031 Notes, Exhibit A-3, (iv) in the case of the 2033 Notes, Exhibit A-4, (v) in the case

of the 2036 Notes, Exhibit A-5, (vi) in the case of the 2046 Notes, Exhibit A-6, (vii) in the case

of the 2056 Notes, Exhibit A-7 and (viii) in the case of the 2066 Notes, Exhibit A-8, without the Global

Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Global

Note shall represent such outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate

principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes

represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement

of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented

thereby shall be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with instructions given by the

Holder thereof as required by Section 2.06.

Initial Notes, Etc. All Initial Notes issued on the Issue Date are to be initially represented by one or more Global Notes.

(d)            Euroclear

and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms

and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer

Handbook” of Clearstream (or, in each case, equivalent documents setting forth the procedures of Euroclear and Clearstream) shall

be applicable to transfers of beneficial interests in Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02    Execution

and Authentication.

An Officer shall sign the Notes for the Issuer by manual or electronic

(including Docusign) signature.

If an Officer whose signature is on a Note no longer holds that office

at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual or electronic

signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture.

At any time and from time to time after the execution and delivery

of this Supplemental Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication; and the Trustee

shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of (a) in the case of

the 2028 Notes, $3,500,000,000, (b) in the case of the 2029 Notes, $3,500,000,000, (c) in the case of the 2031 Notes, $6,500,000,000,

(d) in the case of the 2033 Notes, $5,250,000,000, (e) in the case of the 2036 Notes, $5,250,000,000, (f) in the case

of the 2046 Notes, $1,250,000,000, (g) in the case of the 2056 Notes, $3,500,000,000 and (h) in the case of the 2066 Notes,

$1,250,000,000, and (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuer,

in each case specified in clauses (i) and (ii) above, upon a written order of the Issuer signed by an Officer of the Issuer

(an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to be authenticated

and the date on which the Notes are to be authenticated, whether such Notes are to be Initial Notes or Additional Notes and whether the

Notes are to be issued as one or more Global Notes and such other information as the Issuer may include or the Trustee may reasonably

request. The aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture is unlimited.

The Initial Notes of a series and the

Additional Notes of such series shall be considered collectively as a single class for all purposes of this Supplemental Indenture (unless

specifically provided herein or the context otherwise requires); provided that any Additional Notes will not be issued

with the same CUSIP, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible with the Initial

Notes of the same series for U.S. federal income tax purposes. Holders of the Initial Notes of a series and the Additional Notes of such

series will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of

the Holders of the Initial Notes of a series or the Additional Notes of such series shall have the right to vote or consent as a separate

class on any matter to which such Holders are entitled to vote or consent.

On the Issue Date, the Issuer will issue Initial Notes in the form

of one or more Rule 144A Global Notes and/or one or more Regulation S Global Notes, as provided in Section 2.01(c). Any Notes

offered and sold in reliance on the exemption from registration under the Securities Act provided by Section 4(a)(2) thereunder

or Rule 144A shall be issued as one or more Rule 144A Global Notes. Any Notes offered and sold in offshore transactions in

reliance on Regulation S shall be issued as one or more Regulation S Global Notes.

The Trustee may appoint an authenticating agent acceptable to the

Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental

Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent

to deal with Holders or an Affiliate of the Issuer.

Section 2.03    Registrar

and Paying Agent.

The Issuer shall maintain an office or agency in the Borough of Manhattan,

the City of New York, where Notes may be presented for registration of transfer or for exchange (“Registrar”) and

an office or agency where Notes may be presented for payment (“Paying Agent”). Until otherwise designated by the Issuer,

the Issuer’s office or agency in New York shall be the office of the Trustee maintained for such purpose. The Registrar shall keep

the Register of the Notes and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional

paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes

any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Registrar or Paying

Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Issuer. The Issuer shall enter into

an appropriate agency agreement with any Agent not a party to this Supplemental Indenture. The Issuer shall notify the Trustee in writing

of the name and address of any Agent not a party to this Supplemental Indenture. The Issuer or any of its Subsidiaries may act as Paying

Agent or Registrar.

The Issuer initially appoints The Depository Trust Company (“DTC”)

to act as Depositary with respect to the Global Notes.

The Issuer initially appoints the Trustee to act as the Registrar

and Paying Agent and to act as custodian with respect to the Global Notes.

Section 2.04    Paying

Agent to Hold Money.

Principal of, premium, if any, and interest

on the Notes will be payable at the office of the Paying Agent or, at the option of the Issuer, payment of interest may be made by check

mailed to Holders at their respective addresses set forth in the Register; provided that all payments of principal,

premium, if any, and interest with respect to the Notes represented by one or more Global Notes registered in the name or held by the

Depositary shall be made by wire transfer of immediately available funds to accounts specified by the Holder prior to 10:00 a.m., New

York time, on each due date of the principal and interest on any Note. The Issuer shall require each Paying Agent other than the Trustee

to agree in writing that the Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for

the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any default by the Issuer in making

any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.

The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying

Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as

Paying Agent, it shall segregate and hold in a separate fund for the benefit of Holders all money held by it as Paying Agent. Upon any

bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05    Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable

the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer shall

furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request

in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

Section 2.06    Transfer and

Exchange.

(a)            Transfer

and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary,

by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to

a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Issuer for Definitive Notes

if:

(i)           the

Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is

no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer

within 120 days after the date of such notice from the Depositary;

(ii)          the

Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and

deliver a written notice to such effect to the Trustee; or

(iii)         there

shall have occurred and be continuing a Default or Event of Default with respect to the Notes.

Upon the occurrence of any of the preceding events in (i), (ii) or

(iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be

exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10. Every Note authenticated and delivered in exchange

for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10, shall be authenticated

and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided

in this Section 2.06(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) and

(c).

(b)            Transfer

and Exchange of Beneficial Interests in the Global Notes.

The transfer and exchange of beneficial interests in the Global Notes

shall be effected through the Depositary, in accordance with the provisions of this Supplemental Indenture and the Applicable Procedures.

Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the

extent required by the Securities Act. Prior to the expiration of the 40-day distribution compliance period set forth in Regulation S,

beneficial interests in any Regulation S Global Notes may be held only through Euroclear or Clearstream unless transferred in accordance

with Section 2.06(b)(iii)(B). Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph

(i) or (ⅱ) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i)             Transfer

of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons

who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions

set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take

delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required

to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii)            All

Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial

interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar

either:

(A)           a

written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing

the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest

to be transferred or exchanged; and

(B)           instructions

given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase;

written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing

the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(D)           instructions

given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered

to effect the transfer or exchange referred to in (A) above.

Upon consummation of an Exchange Offer by the Issuer

in accordance with Section 2.06(f), the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied

upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests

in the Restricted Global Notes.

Upon satisfaction of all of the requirements for

transfer or exchange of beneficial interests in Global Notes contained in this Supplemental Indenture and the Notes or otherwise applicable

under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h).

(iii)            Transfer

of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred

to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies

with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:

(A)           if

the transferee will take delivery in the form of a beneficial interest in the Rule 144A Global Note, then the transferor must deliver

a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B)            if

the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver

a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv)           Transfer

and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial

interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note

or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange

or transfer complies with the requirements of Section 2.06(b)(ii) above and:

(A)          such

exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the Holder of the

beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable

Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the relevant Exchange

Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B)           such

transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with a Registration Rights

Agreement; or

(D)          such

exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar

receives the following:

(1)            if

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest

in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications

in item (1)(ⅰ) thereof; or

(2)            if

the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall

take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form

of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (A), if the Registrar

so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect

that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in

the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph

(A) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication

Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal

amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (A) above.

Beneficial interests in an Unrestricted Global

Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted

Global Note.

or Exchange of Beneficial Interests for Definitive Notes.

(i)             Beneficial

Interests in Restricted Global Notes to Restricted Definitive Notes. If any Holder of a beneficial interest in a Restricted Global

Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person

who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)           if

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive

Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(ⅰ) thereof (provided

that any such beneficial interest in Regulation S Global Note shall not be so exchangeable until after the expiration of the 40-day

distribution compliance period set forth in Regulation S);

(B)           if

such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the

effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904

under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)           if

such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance

with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications

in item (3)(i) thereof;

(E)            if

such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration

requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect

set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(iv) thereof,

if applicable;

(F)            such

beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B

hereto, including the certifications in item (3)(ii) thereof; or

(G)            if

such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate

to the effect set forth in Exhibit B hereto, including the certifications in item (3)(iii) thereof;

the Trustee shall cause the aggregate principal amount of the applicable

Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuer shall execute and the Trustee shall authenticate

and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued

in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such

name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar

through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes

to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted

Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions

on transfer contained therein.

(ii)            Beneficial

Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Holder of a beneficial interest in a Restricted Global Note

may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes

delivery thereof in the form of an Unrestricted Definitive Note only if:

(A)           such

exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the Holder of such

beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal

that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the relevant Exchange Notes or (3) a

Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B)           such

transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with a Registration Rights

Agreement; or

(D)           such

exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar

receives the following:

(1)            if

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note

that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including

the certifications in item (1)(ⅱ) thereof; or

(2)             if

the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall

take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder

in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (A), if the Registrar

so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect

that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in

the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)           Beneficial

Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted

Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who

takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(ii),

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h),

and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive

Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall

be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall

instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver

such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial

interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement Legend.

(d)            Transfer

and Exchange of Definitive Notes for Beneficial Interests in Global Notes.

(i)             Restricted

Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange

such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes

delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following

documentation:

(A)           if

the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a

certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(ⅱ) thereof;

(B)           if

such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate

to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903

or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications

in item (2) thereof;

(D)           if

such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act

in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including

the certifications in item (3)(ⅰ) thereof;

(E)            if

such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration

requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect

set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof,

if applicable;

(F)            if

such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in

Exhibit B hereto, including the certifications in item (3)(ⅱ) thereof; or

(G)            if

such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate

to the effect set forth in Exhibit B hereto, including the certifications in item (3)(ⅲ) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or

cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note,

in the case of clause (B) above, the Rule 144A Global Note or, in the case of clause (C) above, the Regulation S Global

Note.

(ii)            Restricted

Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such

Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery

thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)           such

exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the Holder, in the

case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a

broker-dealer, (2) a Person participating in the distribution of the relevant Exchange Notes or (3) a Person who is an affiliate

(as defined in Rule 144) of the Issuer;

(B)           such

transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with a Registration Rights

Agreement; or

(D)           such

exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar

receives the following:

(1)            if

the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate

from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(ⅲ) thereof; or

(2)            if

the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial

interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications

in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar

so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect

that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in

the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in

this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal

amount of the Unrestricted Global Note.

(iii)           Unrestricted

Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such

Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof

in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer,

the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount

of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial

interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has

not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee

shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive

Notes so transferred.

(e)            Transfer

and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance

with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to

such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly

endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by

its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and

information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i)             Restricted

Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of

Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)           if

the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form

of Exhibit B hereto, including the certifications in item (1) thereof;

(B)            if

the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B

hereto, including the certifications in item (2) thereof; and

the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor

must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel

required by item (3) thereof, if applicable.

(ii)            Restricted

Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted

Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)           such

exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the Holder, in the

case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a

broker-dealer, (2) a Person participating in the distribution of the relevant Exchange Notes or (3) a Person who is an affiliate

(as defined in Rule 144) of the Issuer;

(B)            such

transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with a Registration Rights

Agreement; or

(D)           such

exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar

receives the following:

(1)             if

the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from

such Holder in the form of Exhibit C hereto, including the certifications in item (1)(ⅳ) thereof; or

(2)             if

the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form

of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications

in item (4) thereof;

and, in each such case set forth in this subparagraph (A), if the Registrar

so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance

with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required

in order to maintain compliance with the Securities Act.

(iii)           Unrestricted

Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who

takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar

shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)             Exchange

Offer. Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement, the Issuer shall issue and, upon

receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted

Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes

tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not broker-dealers, (y) they

are not participating in a distribution of the relevant Exchange Notes and (z) they are not affiliates (as defined in Rule 144)

of the Issuer, and accepted for exchange in the relevant Exchange Offer and (ii) Definitive Notes in an aggregate principal amount

equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the relevant Exchange Offer. Concurrently with

the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced

accordingly, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive

Notes so accepted Definitive Notes in the appropriate principal amount.

(g)            Legends.

The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Supplemental Indenture unless

specifically stated otherwise in the applicable provisions of this Supplemental Indenture:

(i)             Private

Placement Legend.

(A)         Except

as permitted by subparagraph (B) below, each Restricted Global Note and each Definitive Note (and all Notes issued in exchange therefor

or substitution thereof) shall bear the legend in substantially the following form:

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS

ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT (A) IT IS A “QUALIFIED INSTITUTIONAL

BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR, AS DEFINED IN SEC

RULE 501(A)(1), (2), (3), OR (7), OR (C) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN

THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION

IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE EXPIRATION

OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT, ONLY (A) TO

THE ISSUER OR ANY OF THEIR SUBSIDIARIES, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON

IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES

FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN

RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING

OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS

MADE, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING

THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR

FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT

WHICH HAS BECOME OR BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT

PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,

CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN

THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS

LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED

SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.

(B)            Notwithstanding

the foregoing, any Initial Note and any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(ii), (c)(iii), (d)(ii),

(d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof)

shall not bear the Private Placement Legend.

(ii)            Global

Note Legend. Each Global Note shall bear a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST

OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE

OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL

INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY

PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO

SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT

TO SECTION 2.06(a) OF THE SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION

PURSUANT TO SECTION 2.11 OF THE SUPPLEMENTAL INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY

WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (570

WASHINGTON BOULEVARD, JERSEY CITY, NJ 07310) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE

OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY

AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH

AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(h)            Cancellation

and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive

Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be

returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if any

beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial

interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced

accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to

reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof

in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement

shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)              General

Provisions Relating to Transfers and Exchanges.

(i)           To

permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive

Notes upon the Issuer’s order or at the Registrar’s request.

(ii)          A

Holder may transfer or exchange Notes only in accordance with this Supplemental Indenture. Upon any transfer or exchange, the Registrar

and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents in connection with

a transfer of Notes. No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive

Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or

similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable

upon exchange or transfer pursuant to Sections 2.10, 3.09, 4.07 and 4.08 hereof and Section 9.05 of the Base Indenture).

(iii)         All

Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the

valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the

Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(iv)         Neither

the Issuer nor the Registrar will be required (a) to transfer or exchange any Note selected for redemption in whole or in part, except

the unredeemed portion of any Note being redeemed in part, or (b) to transfer or exchange any Note for a period of 15 days before

the delivery of a notice of redemption of Notes to be redeemed or between record date and the next succeeding interest payment date.

(v)          Prior

to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person

in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest

on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vi)         The

Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.

(vii)        All

certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect

a registration of transfer or exchange may be submitted by electronic mail.

(viii)       Each

Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment

of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state

securities law.

(ix)          Neither

the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

(x)           None