| As filed with the Securities and Exchange Commission on December 22, 2023. |
Registration No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION
STATEMENT
UNDER THE SECURITIES
ACT OF 1933
RESEARCH SOLUTIONS, INC.
(Exact name of registrant as specified in its
charter)
|
Nevada
(State of other jurisdiction of
incorporation or organization) |
11-3797644
(I.R.S. Employer
Identification No.) |
Address Not Applicable1
(310) 477-0354
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Paracorp Incorporated
318 N. Carson St., #208
Carson City, NV 89701
(800) 533-7272
(Name, address, including zip code, and telephone
number, including area code of agent for service)
Copy to:
Louis A. Wharton, Esq.
Stubbs Alderton &
Markiles, LLP
15260 Ventura Boulevard,
20th Floor
Sherman Oaks, California
91403
(818)
444-4500
Approximate
date of commencement of proposed sale to the public: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box: ¨
If any of the securities being registered on
this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box: x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ¨ | |
Accelerated
filer ¨ |
| Non-accelerated
filer x | |
Smaller reporting company x |
| | |
Emerging growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ¨
The Registrant hereby
amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities
and Exchange Commission (the “SEC”), acting pursuant to said Section 8(a), may determine.
1 In November 2019, we became a fully remote company. Accordingly,
we do not currently have principal executive offices.
| The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
Subject
to Completion, Dated DECEMBER 22, 2023
PROSPECTUS
$25,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
From
time to time, we may offer and sell up to $25,000,000 of any combination of the securities described in this prospectus, either individually
or in combination with other securities. We may also offer common stock or preferred stock upon conversion of debt securities, common
stock upon conversion of preferred stock, common stock, preferred stock or debt securities upon the exercise of warrants or common stock
or preferred stock upon the exercise of rights.
We
will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize
one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related
free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus,
the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before
buying any of the securities being offered.
Our
common stock is traded on The Nasdaq Capital Market under the symbol “RSSS.” On December 21, 2023, the last reported
sale price of our common stock on The Nasdaq Capital Market was $2.6500. The applicable prospectus supplement will contain information,
where applicable, as to other listings, if any, on The Nasdaq Capital Market or other securities exchanges of the securities covered by
the applicable prospectus supplement.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading
“Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar
headings in the other documents that are incorporated by reference into this prospectus.
This
prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
The
securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers,
on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan
of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which
this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment
options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive
from such sale will also be set forth in a prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is [●], 20[●].
TABLE OF CONTENTS
You
should rely only on the information that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement
and any related free writing prospectus that we may authorize to be provided to you. We have not authorized anyone to provide you with
different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained
in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to
you. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered
hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this
prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of
the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by
reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus,
or any sale of a security.
ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission utilizing a
“shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination
of the securities described in this prospectus in one or more offerings, up to a total dollar amount of $25,000,000. This prospectus provides
you with a general description of the securities we may offer.
Each
time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific
information about the terms of those securities. We may also authorize one or more free writing prospectuses to be provided to you that
may contain material information relating to these offerings. We may also add, update or change in the prospectus supplement (and in any
related free writing prospectus that we may authorize to be provided to you) any of the information contained in this prospectus or in
the documents that we have incorporated by reference into this prospectus. We urge you to carefully read this prospectus, any applicable
prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described
under the heading “Incorporation of Certain Information by Reference,” before buying any of the securities being offered.
THIS PROSPECTUS MAY NOT
BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only
as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of the
document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any
related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations and prospects may
have changed since those dates.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where
You Can Find More Information.”
This
prospectus and the information incorporated herein by reference include trademarks, services marks and trade names owned by us or other
companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus
supplement or any related free writing prospectuses are the property of their respective owners.
Unless
the context otherwise requires, the terms “we,” “our,” “us,” “our company,” and “Research
Solutions” refer to Research Solutions, Inc. and its subsidiaries.
RESEARCH SOLUTIONS, INC.
Corporate Information
Overview
Research Solutions was incorporated
in the State of Nevada on November 2, 2006, and is a publicly traded holding company with four wholly owned subsidiaries: Reprints
Desk, Inc., a Delaware corporation, including its wholly owned subsidiary Resolute Innovation, Inc., a Delaware corporation,
Scite, LLC, a Delaware Limited Liability Company, Reprints Desk Latin America S. de R.L. de C.V, an entity organized under the laws of
Mexico, and RESSOL LA, S. DE R.L. DE C.V., an entity organized under the laws of Mexico.
We provide software and related
services to help research intensive organizations save time and money. We offer various software platforms (“Platform” or
“Platforms”) that are typically sold to corporate, academic, government and individual researchers as cloud-based software-as-a-service
(“SaaS”) via auto-renewing license agreements. Individual researchers can sign up under an annual or a month-to-month agreement
and are typically billed monthly. Typically, our Platforms also facilitate the sale of published scientific, technical, and medical (“STM”)
content sold as individual articles (“Transactions”) either stand alone or via one or more of the research Platform solutions
we provide. When one or more of the Platform solutions are used to purchase Transactions, they pay for those transactions via monthly
billing or via credit card for individual researchers. Our Platforms enable life science and other research-intensive organizations to
accelerate their research and development activities via our advanced discovery tools (i.e. search), access and buy STM articles required
to support their research (i.e. acquire), as well as manage that content across the enterprise and on an individual basis (i.e. manage).
The Platforms typically deliver an ROI to the customer via reducing the amount of time it takes a research organization to find, acquire
and manage content in addition to driving down the ultimate cost per article over time.
Platforms
Our cloud-based SaaS Platforms
consist of proprietary software and Internet-based interfaces sold to customers via an annual or monthly subscription fee. Legacy functionality
falls into three areas.
Discover
– These solutions facilitate search (discovery) across virtually all STM articles available. The solutions we offer include free
(basic) search solutions and advanced search tools like the Resolute.ai and scite.ai products. These tools allow for searching and identifying
relevant research and then purchasing that research via one of our other solutions. In addition, these tools increasingly enable users
to find insights in other datasets adjacent to STM content, such as Clinical Trial, Patent, Life Science & MedTech Regulatory
information, Competitor and Technology landscape insights in addition to searching the customer’s internal datasets. The advance
search solutions are sold via seat, enterprise, or an individual license.
Acquire – Our Article Galaxy
(AG) solution allows for research organizations to load their entitlements (subscriptions, discount or token packages, and their existing
library of articles) and AG manages those entitlements in the background enabling the researchers to focus on acquiring articles they
need quickly and efficiently at the lowest possible cost. When used in conjunction with our discovery Platforms the customers can initiate
orders, route orders based on the lowest cost to acquire, obtain spend and usage reporting, automate authentication, and connect seamlessly
to in-house and third-party software systems.
Manage – Our References
solution allows users to access the article inside the Platform including setting up personal folders or team folders and it allows researchers
to markup and take notes on the articles in a supported browser on a desktop or tablet.
We use Artificial Intelligence
(“AI”) in several parts of the research workflow today and will continually add capability as we move forward. Today we offer
an AI based recommendation engine in our Discovery, Acquire, and Manage Platform solutions. We also offer an AI based “assistant”
in some of our solutions to allow the researcher to ask questions about articles, groups of articles (folders), and more. We also have
the capability to provide full text search on STM content in the scite.ai Platform where the publisher gives us the rights to do so.
Using Resolute.ai and scite.ai
technology, we plan to release several new Platform solutions to enhance the research workflows described above and add new solutions
to support the analysis functions that exist in our typical customer base.
Our Platforms are deployed
as a single, multi-tenant system across our entire customer base. Customers securely access the Platform through online web interfaces
and via web service APIs that enable customers to leverage Platform features and functionality from within in-house and third-party software
systems. The Platform can also be configured to satisfy a customer’s individual preferences. We leverage our Platform efficiencies
in scalability, stability and development costs to fuel rapid innovation and to gain a competitive advantage.
Transactions
We provide our researchers with
a single source to the universe of published STM content that includes over 100 million existing STM articles and over 2 to 4 million
newly published STM articles each year. STM content is sold to our customers on a per transaction basis. Researchers and knowledge workers
in life science and other research-intensive organizations generally require single copies of published STM journal articles for use in
their research activities. These individuals are our primary users and while they typically purchase the articles via one of our other
Platform solutions, we do have some customers that just order articles from us on behalf of end-users in their organizations.
Core to many of our Platform
solutions is providing our customers with ways to find and download digital versions of STM articles that are critical to their research.
Customers submit orders for the articles they need which we source and electronically deliver to them generally in under an hour; in most
cases under one minute. This service is generally known in the industry as single article delivery or document delivery. We also obtain
the necessary permission licenses from the content publisher or other rights holder so that our customer’s use complies with applicable
copyright laws. We have arrangements with hundreds of content publishers that allow us to distribute their content. The majority of these
publishers provide us with electronic access to their content, which allows us to electronically deliver single articles to our customers
often in a matter of minutes. While a vast majority of the articles are available in electronic form, the Company also has workflows to
deliver older paper-based articles via relationships we have built with libraries around the world.
Competitive Strengths
We believe that we possess the following competitive
strengths:
Platforms and Transactions
We are building a suite of
Platforms to support the core research workflow replacing publisher specific solutions or a variety of solutions that are interconnected
in some way. We have developed proprietary Platforms, a sophisticated information logistics technology backbone, and Internet- based interfaces
that allow customers to search for, initiate orders for, and manage STM transactions. These solutions also obtain reporting, automate
authentication, improve seamless connectivity to in-house and third-party software systems, and maximize the information resources they
already own or license, as well as organize workgroups to collaborate around bibliographic information. We are focused on rapidly developing
a Platform based ecosystem that will deliver time saving efficiencies in core research workflows and knowledge creation processes across
STM Content and adjacent datasets such as Clinical Trial, Patent, Life Science & MedTech Regulatory information as well as Competitor
and Technology landscape insights. We continually enhance the performance of our existing proprietary Platforms and systems and develop
and implement new technologies that expand the available methods of discovering, obtaining and managing content.
Our services are highly configurable
to meet customers’ needs and provide a personalized yet turnkey solution that covers the full spectrum of customer requirements;
from identifying and locating articles, to facilitating copyright compliance, maximizing information resources already owned, monitoring
usage, and automating end-user authentication. Our services alleviate the need for our customers to develop internal systems or contact
multiple content publishers to obtain the content that is critical to their research.
Experienced Management Team
Our management team has years
of extensive experience satisfying customers across the information services and STM publishing and technology industries. In addition,
our team has experience growing and scaling SaaS and subscription business models.
Customer Loyalty
The majority of our revenue
comes from our loyal base of customers, indicative of our focus on customer satisfaction and quality. In Document Delivery Buyer Surveys
conducted by industry research and advisory firm Outsell, Inc., we have ranked first overall and in every category for customer satisfaction
(depth and breadth of coverage, fair pricing, and ease of doing business) and loyalty (intention to renew or continue service, and willingness
to recommend the service to others). This is reflected by our high gross renewal rates for corporate and academic institution customers,
and net renewal rates in excess of 100% for the past several quarters. In addition, we survey our customers quarterly and our Net Promoter
Scores (“NPS”) are typically over 50.
Industry Presence and Established Relationships
We have a long well-established
presence and a network of contacts with our customers (life science companies, academic institutions, and other research-intensive organizations),
STM publishing partners, and others in the information services space. We have existing arrangements with hundreds of content publishers
that allow us to distribute their content. While we do not have exclusive relationships with these content publishers, the depth and span
of current agreements provide a strong value proposition, market presence, and our ability to satisfy the requirements of our customers.
Promotion
We employ a segment-focused
marketing approach that focuses on traditional buyers such as corporate and academic libraries as well as new types of non-library buyers
across a variety of business functions, including those within research and development. In pursuit of growth, we invest in vertical integration
and channel relationships to increase the value we provide to customers, extend our promotional reach, and decrease customer acquisition
costs. We anticipate growth coming from cross-selling into our existing customer base, penetrating new market verticals, and generating
market demand and preference from both existing and new customers. While we place emphasis on the life science market, with a focus on
pharmaceutical, biotechnology and medical device customers, we have customer installs in over 60 vertical markets. Some of those markets
include pharmaceutical, biotech, medical devices, aerospace, automotive, electronics, chemicals, cosmetics and food and agriculture.
Growth Strategy
Organic Growth
We seek to grow our customer
base through targeted direct and channel promotions of our Platform solutions to potential customers. This strategy for sales and marketing
is supported by inbound marketing driven by educational content, innovative technological systems, competitive pricing and best in class
service. We are also positioning our sales force to be able to better serve small and medium sized businesses that we consider to be largely
underserved today. We also seek to grow existing customer revenue by year over year increases, and through value-based add-ons.
In addition, we submit proposals
to potential customers in response to requests for proposals, or “Request for Proposals” (RFPs). We are continually improving
our operations and technology to ensure that they are capable of delivering proposed solutions and supporting future growth.
Product Development
We seek to grow revenue through
product differentiation, and the development of new Platform products that are attractive to new and existing customers. Our focus on
product development leads us to continually explore options to strengthen and broaden our service offering portfolio.
Acquisitions and Combinations
From time to time, and as
opportunities arise, we may explore strategic acquisitions and combinations, including the acquisition of customer lists, that bring revenue,
profitability, growth potential, cross-selling opportunities and additional technology, products, services, operations and/or geographic
capabilities to our company.
International Expansion
We have expanded internationally
through increased sales to companies located abroad, particularly in Europe and Japan. From time to time, and as opportunities arise,
we may further expand internationally through partnerships or acquisitions.
Publisher Agreements
We have arrangements with
all major STM content publishers and most of the smaller STM publishers that allow us to distribute their content, and we regularly advance
new business opportunities such as rentals through amendments to existing agreements. In addition, we regularly contact publishers to
negotiate additional publisher agreements. A typical publisher agreement would allow us to distribute the publisher’s content according
to a negotiated price list, thereby eliminating the need to contact the publisher and obtain the rights for each individual order. The
majority of these publishers provide us with electronic access to their content, which allows us to further expedite the delivery of single
articles to our customers. In addition, we rely on a small number of content publishers for the majority of our content costs.
Company Services
We account for revenue in
accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC
606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected.
Revenues are recognized when
control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to
receive in exchange for those goods or services. We derive our revenues from two sources: Platform licenses that allow customers to access
and utilize certain premium features of our cloud-based SaaS research intelligence Platforms and the transactional sale of STM content
managed, sourced, and delivered through the Platforms (Transactions).
We apply the following five steps in order to determine
the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements:
| ● | identify the contract with a customer; |
| ● | identify the performance obligations in the contract; |
| ● | determine the transaction price; |
| ● | allocate the transaction price to performance obligations in the contract; and |
| ● | recognize revenue as the performance obligation is satisfied. |
Platform
We charge a subscription fee
that allows customers to access and utilize certain premium features of our Platform. Revenue is recognized ratably over the term of the
subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments
received in advance of revenue recognition are recorded as deferred revenue.
Transactions
We charge a transactional
service fee for the electronic delivery of single articles, and a corresponding copyright fee for the permitted use of the content. We
recognize revenue from single article delivery services upon delivery to the customer provided all other revenue recognition criteria
have been met.
Customers and Suppliers
There were no customers that
accounted for greater than 10% of our revenue for the years ended June 30, 2023 and 2022.
Approximately 43% and 42%
of our content cost for the years ended June 30, 2023 and 2022, respectively, was derived from our three largest suppliers of content.
Loss of any or all of these suppliers of content would significantly reduce our revenue, which would have a material adverse effect on
our results of operations. We can provide no assurance that these suppliers of content will continue to supply us with content in the
future.
Sales and Marketing
To efficiently acquire customers,
we rely on marketing in close cooperation with value-based selling to acquire new small, medium and large geographically-dispersed enterprises.
The promotional mix of tactics we utilize includes: search engine optimization and digital marketing, educational content, advertising,
events, direct response and integrated marketing campaigns, public relations and content publicity, thought leadership programs, channel
alliances training, and analyst relations. In addition, we focus on account expansion, upselling add-ons, and customer retention, which,
we believe, increases total lifetime customer value and generates referrals for new business.
Competition
The markets in which we compete
are highly competitive. The primary methods of competition in our industry are the service’s capability, price, service levels,
delivery time of articles, and niche focus. Competition based on price is often successful in the short-term, but can limit the ability
of a supplier to provide adequate service levels. Competition based on service and/or technology requires significant investment in systems
and that investment requires time to produce results. Niche operators focus on narrow activities, but cannot aggregate sufficient content,
technology and services to satisfy broad customer needs. We believe that many customers and potential customers are less price sensitive
if the service levels are high and the technology creates efficiency and/or management information that has not been available previously.
Our competition includes:
| ● | Reference Management Applications – We expect to increasingly compete with tools that exist
in the marketplace that are used to aid in organizing references, storing personal content assets, and prepare scholarly papers for submission
to congresses and journals. |
| ● | Piracy – Perhaps, our most serious competitor. Many entities use content for commercial purposes
without complying with applicable copyright laws, and paying the required copyright to the content publisher. As information becomes more
readily available, the opportunity for piracy increases. |
| ● | STM Single Article Delivery Vendors and Content Aggregators – Our primary competitors
for global, full-service single article delivery services are Copyright Clearance Center, regional interlibrary loan networks throughout
the world such as those owned and operated by OCLC, and numerous national libraries located outside of the United States. |
| ● | Customer In-House Services – While single article delivery services and platform software
development are challenging for our customers to provide in-house, many existing and potential customers manage these capabilities internally. |
| ● | Publisher In-House Capabilities – Some large publishers have developed in-house capabilities
to service the STM content market, however, many of them neglect other content repurposing opportunities and may not be able to aggregate
content from other publishers nor create value added platform-based solutions. |
Human Capital Resources
As of December 21, 2023, we had 146 full time
employees.
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties
described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing
prospectus, and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K
and in our most recent Quarterly Report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the
SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the
documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with a specific offering.
The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown
or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results.
Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate
results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or
cash flow could be seriously harmed. This could cause the trading price of our securities to decline, resulting in a loss of all or part
of your investment. For more information, see “Where You Can Find More Information.” Please also read carefully the section
below titled “Forward-Looking Statements.”
Risks Related to Our Securities and the Offering
Future sales or other
dilution of our equity could depress the market price of our common stock.
Sales
of our common stock, preferred stock, warrants, rights or convertible debt securities, or any combination of the foregoing, in the public
market, or the perception that such sales could occur, could negatively impact the price of our common stock.
In
addition, the issuance of additional shares of our common stock, securities convertible into or exercisable for our common stock, other
equity-linked securities, including preferred stock, warrants or rights or any combination of these securities pursuant to this prospectus
will dilute the ownership interest of our common stockholders and could depress the market price of our common stock and impair our ability
to raise capital through the sale of additional equity securities.
We
may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities, debt securities
convertible into equity securities or options, warrants or rights to acquire equity securities, our existing stockholders could experience
significant dilution upon the issuance, conversion or exercise of such securities.
Our management will
have broad discretion over the use of the proceeds we receive from the sale of our securities pursuant to this prospectus and might not
apply the proceeds in ways that increase the value of your investment.
Our
management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying on the
judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement or in
any related free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our sale of the
securities described in this prospectus will be added to our general funds and will be used for general corporate purposes. Our management
might not apply the net proceeds from offerings of our securities in ways that increase the value of your investment and might not be
able to yield a significant return, if any, on any investment of such net proceeds. You may not have the opportunity to influence our
decisions on how to use such proceeds.
FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, or Exchange Act. These statements
involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements
to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
These forward-looking statements include, but are not limited to, those concerning the following:
| · | our ability to fund our planned operations and implement our business plan; |
| · | our intentions, expectations and beliefs regarding anticipated growth, market penetration and trends in
our business; |
| · | the impact of unfavorable global economic conditions, including inflationary pressures, market volatility,
acts of war and civil and political unrest and the on ongoing coronavirus, or COVID-19, pandemic, on our operations and those of our business
partners; |
| · | the effects of market conditions on our stock price and operating results; |
| · | our plans regarding the use of proceeds from our financings and the expected duration of our capital resources; |
| · | our plans regarding future financings; |
| · | our ability to attract and retain customers; |
| · | our dependence on growth in our customers’ businesses; |
| · | our expectations concerning our relationships with our customers and other third parties; |
| · | our ability to maintain our competitive advantages against competitors in our industry; |
| · | our ability to timely and effectively adapt our existing technology and have our technology solutions
gain market acceptance; |
| · | our ability to introduce new offerings and bring them to market in a timely manner; |
| · | our ability to maintain, protect and enhance our intellectual property; |
| · | the attraction and retention of qualified employees and key personnel; |
| · | future acquisitions of or investments in complementary companies or technologies; and |
| · | our ability to comply with evolving legal standards and regulations, particularly concerning requirements
for being a public company. |
In
some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes”, “could”,
“estimates”, “expects”, “intends”, “may”, “plans”, “potential”,
“predicts”, “projects”, “should”, “will”, “would” as well as similar expressions,
but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements reflect our current views
with respect to future events, are based on assumptions and are subject to risks, uncertainties and other important factors. We discuss
many of these risks, uncertainties and other important factors in greater detail under the heading “Risk Factors” contained
in the applicable prospectus supplement and any related free writing prospectus, and in our most recent annual report on Form 10-K
and in our most recent quarterly report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the
SEC. Given these risks, uncertainties and other important factors, you should not place undue reliance on these forward-looking statements.
Also, these forward-looking statements represent our estimates and assumptions only as of the date such forward-looking statements are
made. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to reflect facts and circumstances
after the date of this prospectus. Before deciding to purchase our securities, you should carefully read both this prospectus, the applicable
prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described
under the heading “Incorporation of Certain Information by Reference,” completely and with the understanding that our actual
future results may be materially different from what we expect.
This
prospectus and the documents incorporated by reference also contains estimates and other information concerning our industry, including
market size and customer satisfaction ratings, that we obtained from industry publications, surveys and forecasts. This information involves
a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Although we believe the information
in these industry publications, surveys and forecasts is reliable, we have not independently verified the accuracy or completeness of
the information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors.
THE SECURITIES WE MAY OFFER
We
may offer shares of our common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities,
either individually or in combination with other securities, with a total value of up to $25,000,000 from time to time under this prospectus,
together with the applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by
market conditions at the time of any offering. We may also offer common stock, preferred stock and/or debt securities upon the exercise
of warrants and common stock and/or preferred stock upon the exercise of rights. This prospectus provides you with a general description
of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus
supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:
| · | designation or classification; |
| · | aggregate principal amount or aggregate offering price; |
| · | maturity, if applicable; |
| · | original issue discount, if any; |
| · | rates and times of payment of interest or dividends, if any; |
| · | redemption, conversion, exercise, exchange or sinking fund terms, if any; |
| · | ranking; |
| · | restrictive covenants, if any; |
| · | voting or other rights, if any; |
| · | conversion prices, if any; and |
| · | important United States federal income tax considerations. |
The
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change
information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free
writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the
registration statement of which this prospectus is a part.
THIS PROSPECTUS MAY NOT
BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
We
may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve
the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents or underwriters,
we will include in the applicable prospectus supplement:
| · | the names of those agents or underwriters; |
| · | applicable fees, discounts and commissions to be paid to them; |
| · | details regarding over-allotment options, if any; and |
| · | the net proceeds to us. |
Common
Stock. We may issue shares of our common stock from time to time. The holders of our common stock are entitled to one vote
for each share held of record on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any
outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably such dividends as may be declared by
our board of directors out of legally available funds. Upon our liquidation, dissolution or winding up, holders of our common stock are
entitled to share ratably in all assets legally available for distribution to stockholders remaining after payment of liabilities and
the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and no right
to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to our common stock.
When we issue shares of common stock under this prospectus, the shares will be fully paid and non-assessable. The rights, preferences
and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of
any series of preferred stock which we may designate in the future. In this prospectus, we have summarized certain general features of
our common stock under “Description of Capital Stock—Common Stock.” We urge you, however, to read the applicable prospectus
supplement (and any related free writing prospectus that we may authorize to be provided to you) related to any common stock being offered.
Preferred
Stock. We may issue shares of our preferred stock from time to time, in one or more series. Our board of directors will determine
the designations, powers, preferences and rights of the preferred stock, as well as the qualifications, limitations or restrictions thereon,
including dividend rights, conversion rights, preemptive rights, voting rights, terms of redemption or repurchase, liquidation preferences,
sinking fund terms and the number of shares constituting any series or the designation of any series. Convertible preferred stock will
be convertible into our common stock or exchangeable for our other securities. Conversion may be mandatory or at your option and would
be at prescribed conversion rates. We will fix the designations, powers, preferences and rights of the preferred stock of each series,
as well as the qualifications, limitations or restrictions thereon, in the certificate of designation relating to that series.
If
we sell any series of preferred stock under this prospectus, we will fix the designations, powers, preferences and rights of such series
of preferred stock, as well as the qualifications, limitations or restrictions thereon, in the certificate of designation relating to
that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference
from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred
stock we are offering before the issuance of the related series of preferred stock. In this prospectus, we have summarized certain general
features of the preferred stock under “Description of Capital Stock—Preferred Stock.” We urge you, however, to read
the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series
of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable series
of preferred stock.
Debt
Securities. We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or
as senior or subordinated convertible debt. The senior debt securities will rank equally with any other unsecured and unsubordinated debt.
The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the
instrument governing the debt, to all of our senior indebtedness. Convertible debt securities will be convertible into or exchangeable
for our common stock or our other securities. Conversion may be mandatory or at the holder’s option and would be at prescribed conversion
rates.
The
debt securities will be issued under an indenture that we will enter into with a national banking association or other eligible party,
as trustee. In this prospectus, we have summarized certain general features of the debt securities under “Description of Debt Securities.”
We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be
provided to you) related to the series of debt securities being offered, as well as the complete indenture and any supplemental indentures
that contain the terms of the debt securities. We have filed the form of indenture as an exhibit to the registration statement of which
this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being
offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference
from reports that we file with the SEC.
Warrants.
We may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue warrants
independently or in combination with common stock, preferred stock and/or debt securities. In this prospectus, we have summarized certain
general features of the warrants under “Description of Warrants.” We urge you, however, to read the applicable prospectus
supplement (and any related free writing prospectus that we may authorize to be provided to you) related to the particular series of warrants
being offered, as well as the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms
of the warrants. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference
from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that
contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants.
Warrants
may be issued under a warrant agreement that we enter into with a warrant agent. We will indicate the name and address of the warrant
agent, if any, in the applicable prospectus supplement relating to a particular series of warrants.
Rights.
We may issue rights for the purchase of common stock and/or preferred stock in one or more series. We may issue rights independently or
in combination with common stock and/or preferred stock. In this prospectus, we have summarized certain general features of the rights
under “Description of Rights.” We urge you, however, to read the applicable prospectus supplement (and any related free writing
prospectus that we may authorize to be provided to you) related to the particular series of rights being offered, as well as the standby
underwriting agreement or other purchase agreement that contain the terms of the rights. We will file as exhibits to the registration
statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the standby underwriting
agreement or other purchase agreement that contain the terms of the particular series of rights we are offering, and any supplemental
agreements, before the issuance of such rights.
We
may determine to offer any unsubscribed offered securities directly to persons other than stockholders, to or through agents, underwriters
or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as set forth in the applicable
prospectus supplement.
Units.
We may issue units consisting of common stock, preferred stock, debt securities and/or warrants to purchase any of such securities in
one or more series. In this prospectus, we have summarized certain general features of the units under “Description of Units.”
We urge you, however, to read the prospectus supplements and any free writing prospectus that we may authorize to be provided to you related
to the series of units being offered, as well as the unit agreements that contain the terms of the units. We will file as exhibits to
the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K
that we file with the SEC, the form of unit agreement and any supplemental agreements that describe the terms of the series of units we
are offering before the issuance of such units.
USE OF PROCEEDS
Except
as described in any prospectus supplement or in any related free writing prospectus that we may authorize to be provided to you, we currently
intend to use the net proceeds from the sale of the securities offered hereby for working capital, capital expenditures and other general
corporate purposes, and for product development. We also may use a portion of the proceeds to finance potential acquisitions and investments
in companies or products that are complementary to our business, if and when suitable opportunities arise; however, we currently have
no commitments or agreements with respect to any such transactions. Pending these uses, we expect to invest the net proceeds in short-term,
investment-grade securities.
DESCRIPTION OF CAPITAL STOCK
Our
authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value, and 20,000,000 shares of preferred
stock, $0.001 par value. As of December 21, 2023, there were 32,619,598 shares of common stock outstanding and no shares of preferred
stock outstanding.
The
following summary description of our capital stock is based on the provisions of our certificate of incorporation and bylaws and the applicable
provisions of Chapter 78 of Title 7 of the Nevada Revised Statutes. This information is qualified entirely by reference to the applicable
provisions of our certificate of incorporation, bylaws and Chapter 78 of Title 7 of the Nevada Revised Statutes. For information on how
to obtain copies of our certificate of incorporation and bylaws, which are exhibits to the registration statement of which this prospectus
is a part, see “Where You Can Find More Information.”
Common Stock
The
holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders.
Our stockholders do not have cumulative voting rights in the election of directors. Subject to preferences that may be applicable to any
outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably only those dividends as may be declared
by our board of directors out of legally available funds. Upon our liquidation, dissolution or winding up, holders of our common stock
are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding
shares of preferred stock. Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption
or sinking fund provisions applicable to our common stock. Shares of our common stock outstanding, and to be issued, are, and will be,
fully paid and non-assessable. Additional shares of authorized common stock may be issued, as authorized by our board of directors from
time to time, without stockholder approval, except as may be required by applicable stock exchange requirements.
Preferred Stock
Pursuant
to our articles of incorporation, our board of directors has the authority, without further action by the stockholders (unless such stockholder
action is required by applicable law or the rules of The Nasdaq Stock Market), to designate and issue up to 20,000,000 shares of
preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix
the designations, powers, preferences and rights of the shares of each wholly unissued series, and any qualifications, limitations or
restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such
series then outstanding. Shares of our preferred stock, if issued, will be fully paid and non-assessable.
We
will fix the designations, powers, preferences and rights of the preferred stock of each series, as well as the qualifications, limitations
or restrictions thereon, in the certificate of designation relating to that series. We will file as an exhibit to the registration statement
of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate
of designation that describes the terms of the series of preferred stock we are offering before the issuance of that series of preferred
stock. This description will include:
| · | the title and stated value; |
| · | the number of shares we are offering; |
| · | the liquidation preference per share; |
| · | the dividend rate, period and payment date and method of calculation for dividends; |
| · | whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends
will accumulate; |
| · | the procedures for any auction and remarketing, if any; |
| · | the provisions for a sinking fund, if any; |
| · | the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise
those redemption and repurchase rights; |
| · | any listing of the preferred stock on any securities exchange or market; |
| · | whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion
price, or how it will be calculated, and the conversion period; |
| · | whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange
price, or how it will be calculated, and the exchange period; |
| · | voting rights, if any, of the preferred stock; |
| · | preemptive rights, if any; |
| · | restrictions on transfer, sale or other assignment, if any; |
| · | whether interests in the preferred stock will be represented by depositary shares; |
| · | a discussion of any material United States federal income tax considerations applicable to the preferred
stock; |
| · | the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate,
dissolve or wind up our affairs; |
| · | any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity
with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and |
| · | any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. |
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of our common stock. Preferred stock could be issued quickly with terms designed to delay or prevent
a change in control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have
the effect of decreasing the market price of our common stock.
Anti-takeover Effects
of Provisions of Charter Documents and Nevada Law
Charter
Documents. Our bylaws contain provisions that could discourage potential takeover attempts and make it more difficult for stockholders
to change management, which could adversely affect the marketplace of our common stock.
Our
bylaws limit the personal liability for monetary damages for breach of fiduciary duty of our directors to our company and our stockholders
to the fullest extent permitted by the Nevada law. The inclusion of this provision in our bylaws may reduce the likelihood of derivative
litigation against directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach
of their fiduciary duty. In addition, our bylaws may be adopted, amended or repealed by the affirmative vote of the holders of at least
a majority of our outstanding shares of capital stock entitled to vote for the election of directors, and except as provided by Nevada
law, our board of directors shall have the power to adopt, amend or repeal the bylaws by a vote of not less than a majority of our directors.
Any bylaw provision adopted by the board of directors may be amended or repealed by the holders of a majority of the outstanding shares
of capital stock entitled to vote for the election of directors. Our bylaws also contain limitations as to who may call special meetings
as well as require advance notice of stockholder matters to be brought at a meeting. Additionally, our bylaws also provide that no director
may be removed by less than a two-thirds vote of the issued and outstanding shares entitled to vote on the removal.
Nevada
Law. We may become subject to Nevada’s control share acquisition laws (Nevada Revised Statutes 78.378 -78.3793), which
prohibit an acquirer, under certain circumstances, from voting shares of a corporation’s stock after crossing specific threshold
ownership percentages, unless the acquirer obtains the approval of the issuing corporation’s stockholders. The first such threshold
is the acquisition of at least one-fifth but less than one-third of the outstanding voting power. We may become subject to Nevada’s
control share acquisition laws if we have 200 or more stockholders of record at least 100 of whom are residents of the State of Nevada
and do business in the State of Nevada directly or through an affiliated corporation.
We
are also subject to Nevada’s combination with interested stockholders statute (Nevada Revised Statutes 78.411 -78.444) which prohibits
an “interested stockholder” from entering into a “combination” with the corporation, unless certain conditions
are met. An “interested stockholder” is a person who, together with affiliates and associates, beneficially owns (or within
the prior three years, did beneficially own) 10 percent or more of the corporation’s voting stock, or otherwise has the ability
to influence or control such corporation’s management or policies.
Nevada
Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s
articles of incorporation or bylaws, unless a corporation’s articles of incorporation or bylaws, as the case may be, require a greater
percentage. Although our articles of incorporation and bylaws do not currently provide for such a supermajority vote on any matters, our
board of directors can amend our bylaws and we can, with the approval of our stockholders, amend our articles of incorporation to provide
for such a super-majority voting provision.
Transfer Agent and Registrar
The transfer agent and
registrar for our common stock is Equiniti Trust Company, LLC. The transfer agent’s address is 48 Wall Street, 23rd Floor, New York, NY 10005, and its telephone number is 800-468-9716. The transfer agent for any series of preferred stock that we may
offer under this prospectus will be named and described in the prospectus supplement for that series.
Listing on The Nasdaq Capital Market
Our common stock is quoted
on The Nasdaq Stock Market LLC’s Nasdaq Capital Market under the symbol “RSSS.”
DESCRIPTION OF DEBT SECURITIES
We
may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt.
While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will
describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms
of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires otherwise,
whenever we refer to the indentures, we also are referring to any supplemental indentures that specify the terms of a particular series
of debt securities.
We
will issue the debt securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will
be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an
exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing
the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part
or will be incorporated by reference from reports that we file with the SEC. We use the term “debenture trustee” to refer
to the trustee under the indenture.
The
following summaries of material provisions of the debt securities and the indentures are subject to, and qualified in their entirety by
reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable
prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus,
as well as the complete indentures that contain the terms of the debt securities.
General
The
indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal
amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation,
merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants
or other provisions designed to give holders of any debt securities protection against changes in our operations and financial condition
or transactions involving us.
We
may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount
below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be
issued with “original issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other
characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued
with OID will be described in more detail in any applicable prospectus supplement.
We
will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
| · | the title of the series of debt securities; |
| · | any limit upon the aggregate principal amount that may be issued; |
| · | the maturity date or dates; |
| · | the form of the debt securities of the series; |
| · | the applicability of any guarantees; |
| · | whether or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
| · | whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination
thereof, and the terms of any subordination; |
| · | if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt
securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon
declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that
is convertible into another security or the method by which any such portion shall be determined; |
| · | the interest rate or rates, which may be fixed or variable, or the method for determining the rate and
the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or
the method for determining such dates; |
| · | our right, if any, to defer payment of interest and the maximum length of any such deferral period; |
| · | if applicable, the date or dates after which, or the period or periods during which, and the price or
prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions
and the terms of those redemption provisions; |
| · | the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any
mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of
debt securities and the currency or currency unit in which the debt securities are payable; |
| · | the denominations in which we will issue the series of debt securities, if other than denominations of
$1,000 and any integral multiple thereof; |
| · | any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that
series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection
with the marketing of debt securities of that series; |
| · | whether the debt securities of the series shall be issued in whole or in part in the form of a global
security or securities; the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in
part for other individual securities; and the depositary for such global security or securities; |
| · | if applicable, the provisions relating to conversion or exchange of any debt securities of the series
and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange
price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’
option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion
or exchange; |
| · | if other than the full principal amount thereof, the portion of the principal amount of debt securities
of the series which shall be payable upon declaration of acceleration of the maturity thereof; |
| · | additions to or changes in the covenants applicable to the particular debt securities being issued, including,
among others, the consolidation, merger or sale covenant; |
| · | additions to or changes in the events of default with respect to the securities and any change in the
right of the debenture trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities
to be due and payable; |
| · | additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance; |
| · | additions to or changes in the provisions relating to satisfaction and discharge of the indenture; |
| · | additions to or changes in the provisions relating to the modification of the indenture both with and
without the consent of holders of debt securities issued under the indenture; |
| · | the currency of payment of debt securities if other than U.S. dollars and the manner of determining the
equivalent amount in U.S. dollars; |
| · | whether interest will be payable in cash or additional debt securities at our or the holders’ option
and the terms and conditions upon which the election may be made; |
| · | the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium,
if any and principal amounts of the debt securities of the series to any holder that is not a “United States person” for federal
tax purposes; |
| · | any restrictions on transfer, sale or assignment of the debt securities of the series; and |
| · | any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities,
any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable
laws or regulations. |
Conversion or Exchange Rights
We
will set forth in the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for
our common stock or our other securities. We will include provisions as to whether conversion or exchange is mandatory, at the option
of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities
that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain
any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety
or substantially as an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all
of our obligations under the indenture or the debt securities, as appropriate.
Events of Default Under the Indenture
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default
under the indenture with respect to any series of debt securities that we may issue:
| · | if we fail to pay interest when due and payable and our failure continues for 90 days and the time for
payment has not been extended or deferred; |
| · | if we fail to pay the principal, premium or sinking fund payment, if any, when due and payable and the
time for payment has not been extended or delayed; |
| · | if we fail to observe or perform any other covenant contained in the debt securities or the indentures,
other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive
notice from the debenture trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable
series; and |
| · | if specified events of bankruptcy, insolvency or reorganization occur. |
If
an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in
the last bullet point above, the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt
securities of that series, by notice to us in writing, and to the debenture trustee if notice is given by such holders, may declare the
unpaid principal of, premium, if any and accrued interest, if any, due and payable immediately. If an event of default specified in the
last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities
then outstanding shall be due and payable without any notice or other action on the part of the debenture trustee or any holder.
The
holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default
with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any,
or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default
or event of default.
Subject
to the terms of the indenture, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be
under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of
the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of
a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture
trustee, with respect to the debt securities of that series, provided that:
| · | the direction so given by the holder is not in conflict with any law or the applicable indenture; and |
| · | subject to its duties under the Trust Indenture Act of 1939, the debenture trustee need not take any action
that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. |
A
holder of the debt securities of any series will have the right to institute a proceeding under the indentures or to appoint a receiver
or trustee, or to seek other remedies only if:
| · | the holder has given written notice to the debenture trustee of a continuing event of default with respect
to that series; |
| · | the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series
have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as
trustee; and |
| · | the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority
in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the
notice, request and offer. |
These
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if
any, or interest on, the debt securities.
We
will periodically file statements with the debenture trustee regarding our compliance with specified covenants in the indentures.
Modification of Indenture; Waiver
We
and the debenture trustee may change an indenture without the consent of any holders with respect to specific matters:
| · | to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series; |
| · | to comply with the provisions described above under “Description of Debt Securities—Consolidation,
Merger or Sale;” |
| · | to provide for uncertificated debt securities in addition to or in place of certificated debt securities; |
| · | to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions
or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the
continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender
any right or power conferred upon us in the indenture; |
| · | to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount,
terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture; |
| · | to make any change that does not adversely affect the interests of any holder of debt securities of any
series in any material respect; |
| · | to provide for the issuance of and establish the form and terms and conditions of the debt securities
of any series as provided above under “Description of Debt Securities—General” to establish the form of any certifications
required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders
of any series of debt securities; |
| · | to evidence and provide for the acceptance of appointment under any indenture by a successor trustee;
or |
| · | to comply with any requirements of the SEC in connection with the qualification of any indenture under
the Trust Indenture Act of 1939. |
In
addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the debenture trustee with
the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series
that is affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities,
we and the debenture trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
| · | extending the fixed maturity of the series of debt securities; |
| · | reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing
any premium payable upon the redemption of any debt securities; or |
| · | reducing the percentage of debt securities, the holders of which are required to consent to any amendment,
supplement, modification or waiver. |
Discharge
Each
indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except
for specified obligations, including obligations to:
| · | register the transfer or exchange of debt securities of the series; |
| · | replace stolen, lost or mutilated debt securities of the series; |
| · | pay principal of and premium and interest on any debt securities of the series; |
| · | maintain paying agencies; |
| · | hold monies for payment in trust; |
| · | recover excess money held by the trustee; |
| · | compensate and indemnify the trustee; and |
| · | appoint any successor trustee. |
In
order to exercise our rights to be discharged, we must deposit with the debenture trustee money or government obligations sufficient to
pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We
will issue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities
of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository
Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal
Ownership of Securities” for a further description of the terms relating to any book-entry securities.
At
the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable
prospectus supplement, the holder of any series of debt securities can exchange the debt securities for other debt securities of the same
series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders
of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of
transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at
the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents
for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of
any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain
a transfer agent in each place of payment for the debt securities of each series.
If
we elect to redeem the debt securities of any series, we will not be required to:
| · | issue, register the transfer of, or exchange any debt securities of that series during a period beginning
at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for
redemption and ending at the close of business on the day of the mailing; or |
| · | register the transfer of or exchange any debt securities so selected for redemption, in whole or in part,
except the unredeemed portion of any debt securities we are redeeming in part. |
Information Concerning the Debenture Trustee
The
debenture trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only
those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the debenture trustee
must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision,
the debenture trustee is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of
debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest
payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest.
We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated
by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that
we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement,
we will designate the corporate trust office of the debenture trustee in New York City as our sole paying agent for payments with respect
to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate
for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a
particular series.
All
money we pay to a paying agent or the debenture trustee for the payment of the principal of or any premium or interest on any debt securities
that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to
us, and the holder of the debt security thereafter may look only to us for payment thereof.
Governing Law
Unless
we provide otherwise in the applicable prospectus supplement, the indentures and the debt securities will be governed by and construed
in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act of 1939 is applicable.
DESCRIPTION OF WARRANTS
The
following description, together with the additional information we may include in any applicable prospectus supplement and free writing
prospectus, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of
warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered
independently or in combination with common stock, preferred stock or debt securities offered by any prospectus supplement. While the
terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular
terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply
to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus
supplement for a particular series of warrants may specify different or additional terms.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms
of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following
summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions
of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable
to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related
to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectus, and the
complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain
the terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
| · | the offering price and aggregate number of warrants offered; |
| · | the currency for which the warrants may be purchased; |
| · | if applicable, the designation and terms of the securities with which the warrants are issued and the
number of warrants issued with each such security or each principal amount of such security; |
| · | in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable
upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such
exercise; |
| · | in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock
or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased
upon such exercise; |
| · | the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements
and the warrants; |
| · | the terms of any rights to redeem or call the warrants; |
| · | any provisions for changes to or adjustments in the exercise price or number of securities issuable upon
exercise of the warrants; |
| · | the dates on which the right to exercise the warrants will commence and expire; |
| · | the manner in which the warrant agreements and warrants may be modified; |
| · | a discussion of material or special U.S. federal income tax considerations, if any, of holding or exercising
the warrants; |
| · | the terms of the securities issuable upon exercise of the warrants; and |
| · | any other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise,
including:
| · | in the case of warrants to purchase debt securities, the right to receive payments of principal of, or
premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or |
| · | in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if
any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any. |
Exercise of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. The warrants may be exercised as set forth in the prospectus supplement relating
to the warrants offered. Unless we otherwise specify in the applicable prospectus supplement, warrants may be exercised at any time up
to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After
the close of business on the expiration date, unexercised warrants will become void.
Upon
receipt of payment and the warrant or warrant certificate, as applicable, properly completed and duly executed at the corporate trust
office of the warrant agent, if any, or any other office, including ours, indicated in the prospectus supplement, we will, as soon as
practicable, issue and deliver the securities purchasable upon such exercise. If less than all of the warrants (or the warrants represented
by such warrant certificate) are exercised, a new warrant or a new warrant certificate, as applicable, will be issued for the remaining
warrants.
Enforceability of Rights by Holders of
Warrants
Each
warrant agent, if any, will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship
of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of
warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant,
including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant
may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right
to exercise, and receive the securities purchasable upon exercise of, its warrants.
No Outstanding Warrants
As of December 21,
2023, there were no outstanding warrants to purchase shares of our common stock.
DESCRIPTION OF RIGHTS
We
may issue rights to purchase our common stock or preferred stock, in one or more series. Rights may be issued independently or together
with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection
with any rights offering to our stockholders, we may enter into a standby underwriting arrangement with one or more underwriters pursuant
to which such underwriters will purchase any offered securities remaining unsubscribed after such rights offering. In connection with
a rights offering to our stockholders, we will distribute certificates evidencing the rights and a prospectus supplement to our stockholders
on the record date that we set for receiving rights in such rights offering. The applicable prospectus supplement or free writing prospectus
will describe the following terms of rights in respect of which this prospectus is being delivered:
| · | the title of such rights; |
| · | the securities for which such rights are exercisable; |
| · | the exercise price for such rights; |
| · | the date of determining the security holders entitled to the rights distribution; |
| · | the number of such rights issued to each security holder; |
| · | the extent to which such rights are transferable; |
| · | if applicable, a discussion of the material United States federal income tax considerations applicable
to the issuance or exercise of such rights; |
| · | the date on which the right to exercise such rights shall commence, and the date on which such rights
shall expire (subject to any extension); |
| · | the conditions to completion of the rights offering; |
| · | any provision for changes to or adjustments in the exercise price or number of securities issuable upon
exercise of the rights; |
| · | the extent to which such rights include an over-subscription privilege with respect to unsubscribed securities; |
| · | if applicable, the material terms of any standby underwriting or other purchase arrangement that we may
enter into in connection with the rights offering; and |
| · | any other terms of such rights, including terms, procedures and limitations relating to the exchange and
exercise of such rights. |
Each
right will entitle the holder thereof the right to purchase for cash such amount of shares of common stock or preferred stock, or any
combination thereof, at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus
supplement relating to the rights offered thereby. Rights may be exercised at any time up to the close of business on the expiration
date for such rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised rights
will become void. Rights may be exercised as set forth in the prospectus supplement relating to the rights offered thereby. Upon receipt
of payment and the proper completion and due execution of the rights certificate at the office of the rights agent, if any, or any other
office indicated in the prospectus supplement, we will forward, as soon as practicable, the shares of common stock and/or preferred stock
purchasable upon such exercise. We may determine to offer any unsubscribed offered securities directly to persons other than stockholders,
to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements,
as set forth in the applicable prospectus supplement.
DESCRIPTION OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplements and free writing
prospectuses, summarizes the material terms and provisions of the units that we may offer under this prospectus. While the terms we have
summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any
series of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may
differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this
prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering,
and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions
of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental
agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular
series of units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain
the terms of the units.
General
We
will describe in the applicable prospectus supplement the terms of the series of units being offered, including:
| · | the offering price and aggregate number of units offered; |
| · | the currency for which the units may be purchased; |
| · | if applicable, the designation and terms of the units and of the securities comprising the units, including
whether and under what circumstances those securities may be held or transferred separately; |
| · | a discussion of material or special U.S. federal income tax considerations, if any, of holding the units;
and |
| · | any other specific terms, preferences, rights or limitations of or restrictions on the units. |
The
provisions described in this section, as well as those described under “Description of Capital Stock,” “Description
of Debt Securities” and “Description of Warrants” will apply to each unit and to any common stock, preferred stock,
debt security or warrant included in each unit, respectively.
Enforceability of Rights by Holders of
Units
Each
unit agent, if any, will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship
of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units.
A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any
duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without
the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under
any security included in the unit.
LEGAL OWNERSHIP OF SECURITIES
We
can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail
below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee, depositary
or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the
securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in
their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and
investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We
may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be
represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf
of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which
are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only
the person in whose name a security is registered is recognized as the holder of that security. Securities issued in global form will
be registered in the name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize
only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary
passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial
owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not
obligated to do so under the terms of the securities.
As
a result, investors in a book-entry security will not own securities directly. Instead, they will own beneficial interests in a global
security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds
an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders,
of the securities.
Street Name Holders
We
may terminate a global security or issue securities in non-global form. In these cases, investors may choose to hold their securities
in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a
bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those
securities through an account he or she maintains at that institution.
For
securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names
the securities are registered as the holders of those securities, and we will make all payments on those securities to them. These institutions
pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer
agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders,
of those securities.
Legal Holders
Our
obligations, as well as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the
legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street
name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no
choice because we are issuing the securities only in global form.
For
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that
holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but
does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences
of a default or of our obligation to comply with a particular provision of the indenture or for other purposes. In such an event, we would
seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the holders contact the indirect
holders is up to the holders.
Special Considerations For Indirect Holders
If
you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check
with your own institution to find out:
| · | how it handles securities payments and notices; |
| · | whether it imposes fees or charges; |
| · | how it would handle a request for the holders’ consent, if ever required; |
| · | whether and how you can instruct it to send you securities registered in your own name so you can be a
holder, if that is permitted in the future; |
| · | how it would exercise rights under the securities if there were a default or other event triggering the
need for holders to act to protect their interests; and |
| · | if the securities are in book-entry form, how the depositary’s rules and procedures will affect
these matters. |
Global Securities
A
global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities
represented by the same global securities will have the same terms.
Each
security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless
we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will
be the depositary for all securities issued in book-entry form.
A
global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary,
unless special termination situations arise. We describe those situations below under “Special Situations When a Global Security
Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder
of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security.
Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account
with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not
be a holder of the security, but only an indirect holder of a beneficial interest in the global security.
If
the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security
will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may
issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry
clearing system.
Special Considerations For Global Securities
The
rights of an indirect holder relating to a global security will be governed by the account rules of the investor’s financial
institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as
a holder of securities and instead deal only with the depositary that holds the global security.
If
securities are issued only in the form of a global security, an investor should be aware of the following:
| · | an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global
certificates for his or her interest in the securities, except in the special situations we describe below; |
| · | an investor will be an indirect holder and must look to his or her own bank or broker for payments on
the securities and protection of his or her legal rights relating to the securities, as we describe above; |
| · | an investor may not be able to sell interests in the securities to some insurance companies and to other
institutions that are required by law to own their securities in non-book-entry form; |
| · | an investor may not be able to pledge his or her interest in a global security in circumstances where
certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to
be effective; |
| · | the depositary’s policies, which may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in a global security; |
| · | we and any applicable trustee have no responsibility for any aspect of the depositary’s actions
or for its records of ownership interests in a global security, nor do we or any applicable trustee supervise the depositary in any way; |
| · | the depositary may, and we understand that DTC will, require that those who purchase and sell interests
in a global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as
well; and |
| · | financial institutions that participate in the depositary’s book-entry system, and through which
an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating
to the securities. |
There
may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the
actions of any of those intermediaries.
Special Situations When a Global Security
Will Be Terminated
In
a few special situations described below, the global security will terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the
investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their
own name, so that they will be direct holders. We have described the rights of holders and street name investors above.
Unless
we provide otherwise in the applicable prospectus supplement, the global security will terminate when the following special situations
occur:
| · | if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary
for that global security and we do not appoint another institution to act as depositary within 90 days; |
| · | if we notify any applicable trustee that we wish to terminate that global security; or |
| · | if an event of default has occurred with regard to securities represented by that global security and
has not been cured or waived. |
The
prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series
of securities covered by the applicable prospectus supplement. When a global security terminates, the depositary, and not we or any applicable
trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We
may sell the securities from time to time pursuant to underwritten public offerings, “at the market” offerings, negotiated
transactions, block trades or a combination of these methods. We may sell the securities to or through underwriters or dealers, through
agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:
| · | at a fixed price or prices, which may be changed; |
| · | at market prices prevailing at the time of sale; |
| · | at prices related to such prevailing market prices; or |
A
prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe
the terms of the offering of the securities, including, to the extent applicable:
| · | the name or names of the underwriters, if any; |
| · | the purchase price of the securities or other consideration therefor, and the proceeds, if any, we will
receive from the sale; |
| · | any over-allotment options under which underwriters may purchase additional securities from us; |
| · | any agency fees or underwriting discounts and other items constituting agents’ or underwriters’
compensation; |
| · | any public offering price; |
| · | any discounts or concessions allowed or reallowed or paid to dealers; and |
| · | any securities exchange or market on which the securities may be listed. |
Only
underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.
If
underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time
in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the
underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer
the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate.
Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement,
other than securities covered by any over-allotment option. Any public offering price and any discounts or concessions allowed or reallowed
or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in
the prospectus supplement, naming the underwriter, the nature of any such relationship.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale
of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement
states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We
may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the
public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation
of these contracts in the prospectus supplement.
We
may provide agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities Act, or
contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters
may engage in transactions with, or perform services for, us in the ordinary course of business.
All
securities we may offer, other than common stock, will be new issues of securities with no established trading market. Any underwriters
may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice.
We cannot guarantee the liquidity of the trading markets for any securities.
Any
underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions
permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering
or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the
open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession
from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short
positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters
may discontinue any of the activities at any time.
Any
underwriters that are qualified market makers on The Nasdaq Capital Market may engage in passive market making transactions in the common
stock on The Nasdaq Capital Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing
of the offering, before the commencement of offers or sales of the common stock. Passive market makers must comply with applicable volume
and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price
not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s
bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making
may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced,
may be discontinued at any time.
We
may engage in “at-the-market-offerings” into an existing trading market within the meaning of Rule 415(a)(4) under
the Securities Act. In addition, we may enter into derivative transactions with third parties or sell securities not covered by this prospectus
to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those
derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close
out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any
related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus,
will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities
to a financial institution or other third party that in turn may sell the securities short using this prospectus and the applicable prospectus
supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or
in connection with a concurrent offering of other securities.
The
specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
In
compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the maximum consideration or discount
to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate proceeds of the offering. If
5% or more of the net proceeds of any offering of our securities made under this prospectus will be received by a FINRA member participating
in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule 5121.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for
which they receive compensation.
To
comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will be offered and sold in
those states only through registered or licensed brokers or dealers.
LEGAL MATTERS
The
validity of the securities being offered hereby will be passed upon for us by Stubbs Alderton & Markiles, LLP, Sherman Oaks,
California.
EXPERTS
The
consolidated balance sheets of Research Solutions, Inc. as of June 30, 2023 and 2022, and the related consolidated statements
of comprehensive loss, stockholders’ equity and cash flows of Research Solutions, Inc. for the years ended June 30, 2023
and 2022, incorporated by reference in this prospectus have been so incorporated in reliance on the reports of Weinberg and Company, P.A.,
an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This
prospectus is part of the registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain
all the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts,
agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration
statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract,
agreement or other document. Because we are subject to the information and reporting requirements of the Exchange Act, we file annual,
quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC’s website at www.sec.gov. Our Internet address is www.researchsolutions.com. You may also read and copy any
document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the Public Reference Room.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you
by referring you to another document that we have filed separately with the SEC. You should read the information incorporated by reference
because it is an important part of this prospectus. We incorporate by reference the following information or documents that we have filed
with the SEC (Commission File No. 001-39256):
| · | our Current Reports on Form 8-K, dated July 28, 2023 (filed
on July 31, 2023); dated August 28, 2023 (filed
on August 29, 2023); dated September 15, 2023 (filed
on September 20, 2023); dated November 14, 2020 (filed
on November 15, 2023); dated November 24, 2023 (filed
on November 27, 2023); dated December 1, 2023 (filed on December 6, 2023); and December 4, 2023 (filed on December 7, 2023); |
Any
information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information
in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces
such information.
We
also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, including all such reports filed after the date of the initial registration statement and prior to effectiveness of
the registration statement, until we file a post-effective amendment that indicates the termination of the offering of the securities
made by this prospectus. Information in such future filings updates and supplements the information provided in this prospectus. Any statements
in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with
the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document
modify or replace such earlier statements.
We
will furnish without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of the
documents that have been incorporated by reference into this prospectus, including exhibits to these documents. You should direct any
requests for copies to:
Research Solutions, Inc.
10624 S. Eastern Ave., Suite A-614
Henderson, NV 89052
Attn: Investor Relations
Telephone: (310) 477-0354.
$25,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
PROSPECTUS
[●], 20[●]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| ITEM 14. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. |
The
following table sets forth the estimated costs and expenses, other than the underwriting discounts and commissions payable by the Registrant
in connection with the offering of the securities being registered. All amounts are estimates, except the SEC registration fee.
| SEC registration fee | |
$ | 3,690 | |
| Accounting fees and expenses | |
| | * |
| Legal fees and expenses | |
| | * |
| Transfer Agent fees and expenses | |
| | * |
| Printing and related fees | |
| | * |
| Miscellaneous | |
| | * |
| Total | |
$ | | * |
* Estimated fees and expenses are not presently
known. The foregoing sets forth the general categories of fees and expenses (other than underwriting discounts and commissions) that we
anticipate we will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate
fees and expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable
prospectus supplement.
| ITEM 15. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
The
Nevada Revised Statutes and certain provisions of our Amended and Restated Bylaws under certain circumstances provide for indemnification
of our officers, directors and controlling persons against liabilities which they may incur in such capacities. A summary of the circumstances
in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to our
Amended and Restated Bylaws and to the statutory provisions.
In
general, any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection
with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were believed to be in our
best interest, and were not unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded
only after a determination by independent decision of our board of directors, by legal counsel, or by a vote of our stockholders, that
the applicable standard of conduct was met by the person to be indemnified.
The
circumstances under which indemnification is granted in connection with an action brought on our behalf is generally the same as those
set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in
connection with the defense or settlement of the action. In such actions, the person to be indemnified must have acted in good faith and
in a manner believed to have been in our best interest, and have not been adjudged liable for negligence or misconduct.
Indemnification
may also be granted pursuant to the terms of agreements which may be entered in the future or pursuant to a vote of stockholders or directors.
The Nevada Revised Statutes also grant us the power to purchase and maintain insurance which protects our officers and directors against
any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by us.
We
have entered into separate indemnification agreements with our directors and executive officers.
A
stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors
and officers as required by these indemnification provisions or agreements. At present, there is no pending litigation or proceeding involving
any of our directors, officers or employees regarding which indemnification by us is sought, nor are we aware of any threatened litigation
that may result in claims for indemnification.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
| (1) | To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated
by reference in this registration statement, including a Current Report on Form 8-K. |
ITEM 17. UNDERTAKINGS.
The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
(i)
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
provided,
however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the
undersigned Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6) That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) That,
for purposes of determining any liability under the Securities Act of 1933:
(i) The
information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as of the time it was declared effective;
(ii) Each
post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8) To
file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities Exchange Commission under Section 305(b)(2) of
the Trust Indenture Act.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Henderson, State of Nevada, on December 22, 2023.
| |
RESEARCH
SOLUTIONS, INC. |
| |
|
| |
By: |
/s/
Roy W. Olivier |
| |
|
Roy
W. Olivier |
| |
|
Chief
Executive Officer and President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS that each individual whose signature appears below constitutes and appoints Roy W. Olivier and William Nurthen, and each of them,
his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration
statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated
under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
stated.
| Signature | |
Title | |
Date |
| | |
| |
|
| /s/ Roy W. Olivier | |
Chief Executive Officer and President, and Director | |
December 22, 2023 |
| Roy W. Olivier | |
(Principal Executive Officer) | |
|
| | |
| |
|
| /s/ William Nurthen | |
Chief Financial Officer and Secretary | |
December 22, 2023 |
| William Nurthen | |
(Principal Financial and Accounting Officer) | |
|
| | |
| |
|
| /s/ Barbara J. Cooperman | |
Director | |
December 22, 2023 |
| Barbara J. Cooperman | |
| |
|
| | |
| |
|
| /s/ Kenneth L. Gayron | |
Director | |
December 22, 2023 |
| Kenneth L. Gayron | |
| |
|
| | |
| |
|
| /s/ General Merrill McPeak | |
Director | |
December 22, 2023 |
| General Merrill McPeak | |
| |
|
| | |
| |
|
| /s/ Jeremy Murphy | |
Director | |
December 22, 2023 |
| Jeremy Murphy | |
| |
|
| | |
| |
|
| /s/ John J. Regazzi | |
Director | |
December 22, 2023 |
| John J. Regazzi | |
| |
|
EXHIBIT 4.2
RESEARCH SOLUTIONS, INC.,
Issuer
AND
[TRUSTEE],
Trustee
_____________
INDENTURE
Dated as of [●], 20__
_____________
DEBT SECURITIES
Table
Of Contents (1)
| Article I |
DEFINITIONS |
1 |
| Section 1.01 |
Definitions of Terms |
1 |
| |
|
|
| Article II |
ISSUE, DESCRIPTION, TERMS,
EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES |
4 |
| Section 2.01 |
Designation and Terms of Securities |
4 |
| Section 2.02 |
Form of Securities and Trustee’s Certificate |
6 |
| Section 2.03 |
Denominations: Provisions for Payment |
7 |
| Section 2.04 |
Execution and Authentications |
8 |
| Section 2.05 |
Registration of Transfer and Exchange |
9 |
| Section 2.06 |
Temporary Securities |
10 |
| Section 2.07 |
Mutilated, Destroyed, Lost or Stolen Securities |
10 |
| Section 2.08 |
Cancellation |
11 |
| Section 2.09 |
Benefits of Indenture |
11 |
| Section 2.10 |
Authenticating Agent |
11 |
| Section 2.11 |
Global Securities |
12 |
| Section 2.12 |
CUSIP Numbers |
12 |
| |
|
|
| Article III |
REDEMPTION OF SECURITIES
AND SINKING FUND PROVISIONS |
13 |
| Section 3.01 |
Redemption |
13 |
| Section 3.02 |
Notice of Redemption |
13 |
| Section 3.03 |
Payment Upon Redemption |
14 |
| Section 3.04 |
Sinking Fund |
14 |
| Section 3.05 |
Satisfaction of Sinking Fund Payments with Securities |
14 |
| Section 3.06 |
Redemption of Securities for Sinking Fund |
15 |
| |
|
|
| Article IV |
COVENANTS |
15 |
| Section 4.01 |
Payment of Principal, Premium and Interest |
15 |
| Section 4.02 |
Maintenance of Office or Agency |
15 |
| Section 4.03 |
Paying Agents |
16 |
| Section 4.04 |
Appointment to Fill Vacancy in Office of Trustee |
16 |
| Section 4.05 |
Compliance with Consolidation Provisions |
17 |
| |
|
|
| Article V |
SECURITYHOLDERS’ LISTS
AND REPORTS BY THE COMPANY AND THE TRUSTEE |
17 |
| Section 5.01 |
Company to Furnish Trustee Names and Addresses of Securityholders |
17 |
| Section 5.02 |
Preservation Of Information; Communications With Securityholders |
17 |
| Section 5.03 |
Reports by the Company |
17 |
| Section 5.04 |
Reports by the Trustee |
18 |
| |
|
|
| Article VI |
REMEDIES OF THE TRUSTEE
AND SECURITYHOLDERS ON EVENT OF DEFAULT |
18 |
| Section 6.01 |
Events of Default |
18 |
| Section 6.02 |
Collection of Indebtedness and Suits for Enforcement by Trustee |
20 |
| Section 6.03 |
Application of Moneys Collected |
21 |
| Section 6.04 |
Limitation on Suits |
21 |
| Section 6.05 |
Rights and Remedies Cumulative; Delay or Omission Not Waiver |
22 |
| Section 6.06 |
Control by Securityholders |
22 |
| Section 6.07 |
Undertaking to Pay Costs |
23 |
| |
|
|
| Article VII |
CONCERNING THE TRUSTEE |
23 |
| Section 7.01 |
Certain Duties and Responsibilities of Trustee |
23 |
| Section 7.02 |
Certain Rights of Trustee |
24 |
| Section 7.03 |
Trustee Not Responsible for Recitals or Issuance or Securities |
26 |
| Section 7.04 |
May Hold Securities |
26 |
| Section 7.05 |
Moneys Held in Trust |
26 |
| Section 7.06 |
Compensation and Reimbursement |
26 |
| Section 7.07 |
Reliance on Officers’ Certificate |
27 |
| Section 7.08 |
Disqualification; Conflicting Interests |
27 |
| Section 7.09 |
Corporate Trustee Required; Eligibility |
27 |
| Section 7.10 |
Resignation and Removal; Appointment of Successor |
28 |
| Section 7.11 |
Acceptance of Appointment By Successor |
29 |
| Section 7.12 |
Merger, Conversion, Consolidation or Succession to Business |
30 |
| Section 7.13 |
Preferential Collection of Claims Against the Company |
30 |
| Section 7.14 |
Notice of Default |
30 |
| |
|
|
| Article VIII |
CONCERNING THE SECURITYHOLDERS |
31 |
| Section 8.01 |
Evidence of Action by Securityholders |
31 |
| Section 8.02 |
Proof of Execution by Securityholders |
31 |
| Section 8.03 |
Who May be Deemed Owners |
31 |
| Section 8.04 |
Certain Securities Owned by Company Disregarded |
32 |
| Section 8.05 |
Actions Binding on Future Securityholders |
32 |
| |
|
|
| Article IX |
SUPPLEMENTAL INDENTURES |
32 |
| Section 9.01 |
Supplemental Indentures Without the Consent of Securityholders |
32 |
| Section 9.02 |
Supplemental Indentures With Consent of Securityholders |
33 |
| Section 9.03 |
Effect of Supplemental Indentures |
34 |
| Section 9.04 |
Securities Affected by Supplemental Indentures |
34 |
| Section 9.05 |
Execution of Supplemental Indentures |
34 |
| |
|
|
| Article X |
SUCCESSOR ENTITY |
35 |
| Section 10.01 |
Company May Consolidate, Etc. |
35 |
| Section 10.02 |
Successor Entity Substituted |
35 |
| Section 10.03 |
Evidence of Consolidation, Etc. to Trustee |
36 |
| |
|
|
| Article XI |
SATISFACTION AND DISCHARGE |
36 |
| Section 11.01 |
Satisfaction and Discharge of Indenture |
36 |
| Section 11.02 |
Discharge of Obligations |
36 |
| Section 11.03 |
Deposited Moneys to be Held in Trust |
37 |
| Section 11.04 |
Payment of Moneys Held by Paying Agents |
37 |
| Section 11.05 |
Repayment to Company |
37 |
| |
|
|
| Article XII |
IMMUNITY OF INCORPORATORS,
STOCKHOLDERS, OFFICERS AND DIRECTORS |
37 |
| Section 12.01 |
No Recourse |
37 |
| Article XIII |
MISCELLANEOUS PROVISIONS |
38 |
| Section 13.01 |
Effect on Successors and Assigns |
38 |
| Section 13.02 |
Actions by Successor |
38 |
| Section 13.03 |
Surrender of Company Powers |
38 |
| Section 13.04 |
Notices |
38 |
| Section 13.05 |
Governing Law; Jury Trial Waiver |
38 |
| Section 13.06 |
Treatment of Securities as Debt |
38 |
| Section 13.07 |
Certificates and Opinions as to Conditions Precedent |
38 |
| Section 13.08 |
Payments on Business Days |
39 |
| Section 13.09 |
Conflict with Trust Indenture Act |
39 |
| Section 13.10 |
Counterparts |
39 |
| Section 13.11 |
Separability |
39 |
| Section 13.12 |
Compliance Certificates |
40 |
| Section 13.13 |
Force Majeure |
40 |
| (1) |
|
This Table of Contents does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions. |
INDENTURE
INDENTURE,
dated as of [●], [●], among Research Solutions, Inc., a Nevada corporation (the “Company”),
and [Trustee], as trustee (the “Trustee”):
WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance
of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount
to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated
by the certificate of the Trustee;
WHEREAS,
to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture; and
WHEREAS,
all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.
NOW,
THEREFORE, in consideration of the premises and the purchase of the Securities by the holders thereof, it is mutually covenanted
and agreed as follows for the equal and ratable benefit of the holders of Securities:
Article I
DEFINITIONS
Section 1.01 Definitions
of Terms.
The terms defined in this
Section (except as in this Indenture or any indenture supplemental hereto otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in
this Section and shall include the plural as well as the singular. All other terms used in this Indenture that are defined in the
Trust Indenture Act of 1939, as amended, or that are by reference in such Act defined in the Securities Act of 1933, as amended (except
as herein or any indenture supplemental hereto otherwise expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of this
instrument.
“Authenticating
Agent” means an authenticating agent with respect to all or any of the series of Securities appointed by the Trustee pursuant
to Section 2.10.
“Bankruptcy Law”
means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
“Board of Directors”
means the Board of Directors of the Company or any duly authorized committee of such Board.
“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such certification.
“Business Day”
means, with respect to any series of Securities, any day other than a day on which federal or state banking institutions in the Borough
of Manhattan, the City of New York, or in the city of the Corporate Trust Office of the Trustee, are authorized or obligated by law, executive
order or regulation to close.
“Certificate”
means a certificate signed by any Officer. The Certificate need not comply with the provisions of Section 13.07.
“Company”
means Research Solutions, Inc., a corporation duly organized and existing under the laws of the State of Nevada, and, subject to
the provisions of Article Ten, shall also include its successors and assigns.
“Corporate Trust
Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at ____________________.
“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
“Default”
means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.
“Depositary”
means, with respect to Securities of any series for which the Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency
under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or other applicable statute
or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.01 or 2.11.
“Event of Default”
means, with respect to Securities of a particular series, any event specified in Section 6.01, continued for the period of time,
if any, therein designated.
“Global Security”
means, with respect to any series of Securities, a Security executed by the Company and delivered by the Trustee to the Depositary or
pursuant to the Depositary’s instruction, all in accordance with the Indenture, which shall be registered in the name of the Depositary
or its nominee.
“Governmental
Obligations” means securities that are (a) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United
States of America that, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the stated
maturity of the Securities, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to
any such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation held by such custodian
for the account of the holder of such depositary receipt; provided, however, that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect
of the Governmental Obligation or the specific payment of principal of or interest on the Governmental Obligation evidenced by such depositary
receipt.
“herein”,
“hereof” and “hereunder”, and other words of similar import, refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision.
“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof.
“Interest Payment
Date”, when used with respect to any installment of interest on a Security of a particular series, means the date specified
in such Security or in a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed date on which
an installment of interest with respect to Securities of that series is due and payable.
“Officer”
means, with respect to the Company, the chairman of the Board of Directors, a chief executive officer, a president, a chief financial
officer, a chief operating officer, any executive vice president, any senior vice president, any vice president, the treasurer or any
assistant treasurer, the controller or any assistant controller or the secretary or any assistant secretary.
“Officers’
Certificate” means a certificate signed by any two Officers. Each such certificate shall include the statements provided
for in Section 13.07, if and to the extent required by the provisions thereof.
“Opinion of Counsel”
means an opinion in writing subject to customary exceptions of legal counsel, who may be an employee of or counsel for the Company, that
is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided for in Section 13.07,
if and to the extent required by the provisions thereof.
“Outstanding”,
when used with reference to Securities of any series, means, subject to the provisions of Section 8.04, as of any particular time,
all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that have
previously been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental Obligations
in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall
have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided, however, that
if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have
been given as in Article Three provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and
(c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.07.
“Person”
means any individual, corporation, partnership, joint venture, joint-stock company, limited liability company, association, trust, unincorporated
organization, any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.07 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.
“Responsible Officer”
when used with respect to the Trustee means the chairman of its board of directors, the chief executive officer, the president, any vice
president, the secretary, the treasurer, any trust officer, any corporate trust officer or any other officer or assistant officer of the
Trustee customarily performing functions similar to those performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject.
“Securities”
means the debt Securities authenticated and delivered under this Indenture.
“Securityholder”,
“holder of Securities”, “registered holder”, or other similar term, means the Person
or Persons in whose name or names a particular Security shall be registered on the books of the Company kept for that purpose in accordance
with the terms of this Indenture.
“Security Register”
and “Security Registrar” shall have the meanings as set forth in Section 2.05.
“Subsidiary”
means, with respect to any Person, (i) any corporation at least a majority of whose outstanding Voting Stock shall at the time be
owned, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries,
(ii) any general partnership, joint venture or similar entity, at least a majority of whose outstanding partnership or similar interests
shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries
and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner.
“Trustee”
means ________________, and, subject to the provisions of Article Seven, shall also include its successors and assigns, and, if at
any time there is more than one Person acting in such capacity hereunder, “Trustee” shall mean each such Person. The term
“Trustee” as used with respect to a particular series of the Securities shall mean the trustee with respect to that series.
“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended.
“Voting Stock”,
as applied to stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other
than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.
Article II
ISSUE, DESCRIPTION, TERMS,
EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES
Section 2.01 Designation
and Terms of Securities.
(a) The
aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may
be issued in one or more series up to the aggregate principal amount of Securities of that series from time to time authorized by or pursuant
to a Board Resolution or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series,
there shall be established in or pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one
or more indentures supplemental hereto:
1. the
title of the Securities of the series (which shall distinguish the Securities of that series from all other Securities);
2. any
limit upon the aggregate principal amount of the Securities of that series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of that series);
3. the
maturity date or dates on which the principal of the Securities of the series is payable;
4. the
form of the Securities of the series including the form of the certificate of authentication for such series;
5. the
applicability of any guarantees;
6. whether
or not the Securities will be secured or unsecured, and the terms of any secured debt;
7. whether
the Securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;
8. if
the price (expressed as a percentage of the aggregate principal amount thereof) at which such Securities will be issued is a price other
than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity
thereof, or if applicable, the portion of the principal amount of such Securities that is convertible into another security or the method
by which any such portion shall be determined;
9. the
interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue,
the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;
10. the
Company’s right, if any, to defer the payment of interest and the maximum length of any such deferral period;
11. if
applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, the Company may at
its option, redeem the series of Securities pursuant to any optional or provisional redemption provisions and the terms of those redemption
provisions;
12. the
date or dates, if any, on which, and the price or prices at which the Company is obligated, pursuant to any mandatory sinking fund or
analogous fund provisions or otherwise, to redeem, or at the Securityholder’s option to purchase, the series of Securities and the
currency or currency unit in which the Securities are payable;
13. the
denominations in which the Securities of the series shall be issuable, if other than denominations of one thousand U.S. dollars ($1,000)
or any integral multiple thereof;
14. any
and all terms, if applicable, relating to any auction or remarketing of the Securities of that series and any security for the obligations
of the Company with respect to such Securities and any other terms which may be advisable in connection with the marketing of Securities
of that series;
15. whether
the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities; the terms and conditions,
if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary
for such Global Security or Securities;
16. if
applicable, the provisions relating to conversion or exchange of any Securities of the series and the terms and conditions upon which
such Securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated
and may be adjusted, any mandatory or optional (at the Company’s option or the holders’ option) conversion or exchange features,
the applicable conversion or exchange period and the manner of settlement for any conversion or exchange, which may, without limitation,
include the payment of cash as well as the delivery of securities;
17. if
other than the full principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01;
18. additions
to or changes in the covenants applicable to the series of Securities being issued, including, among others, the consolidation, merger
or sale covenant;
19. additions
to or changes in the Events of Default with respect to the Securities and any change in the right of the Trustee or the Securityholders
to declare the principal, premium, if any, and interest, if any, with respect to such Securities to be due and payable;
20. additions
to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance;
21. additions
to or changes in the provisions relating to satisfaction and discharge of this Indenture;
22. additions
to or changes in the provisions relating to the modification of this Indenture both with and without the consent of Securityholders of
Securities issued under this Indenture;
23. the
currency of payment of Securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;
24. whether
interest will be payable in cash or additional Securities at the Company’s or the Securityholders’ option and the terms and
conditions upon which the election may be made;
25. the
terms and conditions, if any, upon which the Company shall pay amounts in addition to the stated interest, premium, if any and principal
amounts of the Securities of the series to any Securityholder that is not a “United States person” for federal tax purposes;
26. any
restrictions on transfer, sale or assignment of the Securities of the series; and
27. any
other specific terms, preferences, rights or limitations of, or restrictions on, the Securities, any other additions or changes in the
provisions of this Indenture, and any terms that may be required by us or advisable under applicable laws or regulations.
All Securities of any one
series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to any such Board
Resolution or in any indentures supplemental hereto.
If any of the terms of the
series are established by action taken pursuant to a Board Resolution of the Company, a copy of an appropriate record of such action shall
be certified by the secretary or an assistant secretary of the Company and delivered to the Trustee at or prior to the delivery of the
Officers’ Certificate of the Company setting forth the terms of the series.
Securities of any particular
series may be issued at various times, with different dates on which the principal or any installment of principal is payable, with different
rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest
may be payable and with different redemption dates.
Section 2.02 Form of
Securities and Trustee’s Certificate.
The Securities of any series
and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially of the tenor and purport as
set forth in one or more indentures supplemental hereto or as provided in a Board Resolution, and set forth in an Officers’ Certificate,
and they may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed
or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities
exchange on which Securities of that series may be listed, or to conform to usage.
Section 2.03 Denominations:
Provisions for Payment.
The Securities shall be issuable
as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(a)(13).
The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series.
Subject to Section 2.01(a)(23), the principal of and the interest on the Securities of any series, as well as any premium thereon
in case of redemption thereof prior to maturity, shall be payable in the coin or currency of the United States of America that at the
time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date of its authentication. Interest on the Securities shall
be computed on the basis of a 360-day year composed of twelve 30-day months.
The interest installment on
any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series
shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business
on the regular record date for such interest installment. In the event that any Security of a particular series or portion thereof is
called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior
to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as provided in
Section 3.03.
Any interest on any Security
that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular
record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided
in clause (1) or clause (2) below:
(1) The
Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be
fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount
of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for
the payment of such Defaulted Interest which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Securityholder at his
or her address as it appears in the Security Register (as hereinafter defined), not less than 10 days prior to such special record
date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered
on such special record date.
(2) The
Company may make payment of any Defaulted Interest on any Securities in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable
by the Trustee.
Unless otherwise set forth
in a Board Resolution or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01
hereof, the term “regular record date” as used in this Section with respect to a series of Securities and
any Interest Payment Date for such series shall mean either the fifteenth day of the month immediately preceding the month in which an
Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the
first day of a month, or the first day of the month in which an Interest Payment Date established for such series pursuant to Section 2.01
hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is a Business Day.
Subject to the foregoing provisions
of this Section, each Security of a series delivered under this Indenture upon transfer of or in exchange for or in lieu of any other
Security of such series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security.
Section 2.04 Execution and
Authentications.
The Securities shall be signed
on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature.
The Company may use the facsimile
signature of any Person who shall have been an Officer, notwithstanding the fact that at the time the Securities shall be authenticated
and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations,
legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication
by the Trustee.
A Security shall not be valid
until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive
evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the
authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate
and deliver such Securities.
In authenticating such Securities
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof
have been established in conformity with the provisions of this Indenture.
The Trustee shall not be required
to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.
Section 2.05 Registration
of Transfer and Exchange.
(a) Securities
of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough
of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate
principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided
in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and
such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making
the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding.
(b) The
Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company, a register or registers (herein referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities
and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the
Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized
by Board Resolution (the “Security Registrar”).
Upon surrender for transfer
of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate
and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as
the Security presented for a like aggregate principal amount.
All Securities presented or
surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company
or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar,
duly executed by the registered holder or by such holder’s duly authorized attorney in writing.
(c) Except
as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established
in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer
of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and
Section 9.04 not involving any transfer.
(d) The
Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of
the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange
any Securities of any series or portions thereof called for redemption, other than the unredeemed portion of any such Securities being
redeemed in part. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.
The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among depositary
participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.
Section 2.06 Temporary Securities.
Pending the preparation of
definitive Securities of any series, the Company may execute, and the Trustee shall authenticate and deliver, temporary Securities (printed,
lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary Securities,
all as may be determined by the Company. Every temporary Security of any series shall be executed by the Company and be authenticated
by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities of such
series. Without unnecessary delay the Company will execute and will furnish definitive Securities of such series and thereupon any or
all temporary Securities of such series may be surrendered in exchange therefor (without charge to the holders), at the office or agency
of the Company designated for the purpose in the Borough of Manhattan, the City and State of New York, and the Trustee shall authenticate
and such office or agency shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities
of such series, unless the Company advises the Trustee to the effect that definitive Securities need not be executed and furnished until
further notice from the Company. Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series authenticated and delivered hereunder.
Section 2.07 Mutilated, Destroyed,
Lost or Stolen Securities.
In case any temporary or definitive
Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute,
and upon the Company’s request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same series,
bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution
for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company and
the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss
or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft
of the applicant’s Security and of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Security, the Company
may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected therewith.
In case any Security that
has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute
Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant
for such payment shall furnish to the Company and the Trustee such security or indemnity as they may require to save them harmless, and,
in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.
Every replacement Security
issued pursuant to the provisions of this Section shall constitute an additional contractual obligation of the Company whether or
not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder.
All Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.
Section 2.08 Cancellation.
All Securities surrendered
for the purpose of payment, redemption, exchange or registration of transfer shall, if surrendered to the Company or any paying agent,
be delivered to the Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall be
issued in lieu thereof except as expressly required or permitted by any of the provisions of this Indenture. On request of the Company
at the time of such surrender, the Trustee shall deliver to the Company canceled Securities held by the Trustee. In the absence of such
request the Trustee may dispose of canceled Securities in accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Securities, however, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation.
Section 2.09 Benefits of
Indenture.
Nothing in this Indenture
or in the Securities, express or implied, shall give or be construed to give to any Person, other than the parties hereto and the holders
of the Securities any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition
or provision herein contained; all such covenants, conditions and provisions being for the sole benefit of the parties hereto and of the
holders of the Securities.
Section 2.10 Authenticating
Agent.
So long as any of the Securities
of any series remain Outstanding there may be an Authenticating Agent for any or all such series of Securities which the Trustee shall
have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of
such series issued upon exchange, transfer or partial redemption thereof, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this
Indenture to the authentication of Securities by the Trustee shall be deemed to include authentication by an Authenticating Agent for
such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus,
as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it
is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject
to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance
with these provisions, it shall resign immediately.
Any Authenticating Agent may
at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request
by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating
Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating
Agent pursuant hereto.
Section 2.11 Global Securities.
(a) If
the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security,
then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security
that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the
following effect: “Except as otherwise provided in Section 2.11 of the Indenture, this Security may be transferred, in whole
but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.”
(b) Notwithstanding
the provisions of Section 2.05, the Global Security of a series may be transferred, in whole but not in part and in the manner provided
in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected
or approved by the Company or to a nominee of such successor Depositary.
(c) If
at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default has occurred
and is continuing and the Company has received a request from the Depositary, this Section 2.11 shall no longer be applicable to
the Securities of such series and the Company will execute, and subject to Section 2.04, the Trustee will authenticate and deliver
the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company
may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions
of this Section 2.11 shall no longer apply to the Securities of such series. In such event the Company will execute and, subject
to Section 2.04, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate
and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security
shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to
this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary
for delivery to the Persons in whose names such Securities are so registered.
Section 2.12 CUSIP Numbers.
The Company in issuing the
Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” 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 Securities or as contained in any notice of a redemption and that reliance may be
placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.
Article III
REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS
Section 3.01 Redemption.
The Company may redeem the
Securities of any series issued hereunder on and after the dates and in accordance with the terms established for such series pursuant
to Section 2.01 hereof.
Section 3.02 Notice of Redemption.
(a) In
case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in
accordance with any right the Company reserved for itself to do so pursuant to Section 2.01 hereof, the Company shall, or shall cause
the Trustee to, give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage
prepaid, a notice of such redemption not less than 30 days and not more than 90 days before the date fixed for redemption of
that series to such holders at their last addresses as they shall appear upon the Security Register, unless a shorter period is specified
in the Securities to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any
Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the
proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction.
Each such notice of redemption
shall specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall
state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company in the
Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Securities, that interest accrued to the
date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that
the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice
to the holders of Securities of that series to be redeemed in part shall specify the particular Securities to be so redeemed.
In case any Security is to
be redeemed in part only, the notice that relates to such Security shall state the portion of the principal amount thereof to be redeemed,
and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.
(b) If
less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 45 days’ notice (unless
a shorter notice shall be satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal amount
of Securities of the series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate
and fair in its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000)
or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, in whole or in part.
The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Officer, instruct the Trustee
or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in
the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent
may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall
deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register,
transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give
any notice by mail that may be required under the provisions of this Section.
Section 3.03 Payment Upon
Redemption.
(a) If
the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series
to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption and interest on such Securities or portions of Securities
shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price
and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after
the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable
redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption
is an interest payment date, the interest installment payable on such date shall be payable to the registered holder at the close of business
on the applicable record date pursuant to Section 2.03).
(b) Upon
presentation of any Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee shall authenticate
and the office or agency where the Security is presented shall deliver to the holder thereof, at the expense of the Company, a new Security
of the same series of authorized denominations in principal amount equal to the unredeemed portion of the Security so presented.
Section 3.04 Sinking Fund.
The provisions of Sections 3.04,
3.05 and 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated
by Section 2.01 for Securities of such series.
The minimum amount of any
sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein
referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment shall
be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.
Section 3.05 Satisfaction
of Sinking Fund Payments with Securities.
The Company (i) may deliver
Outstanding Securities of a series and (ii) may apply as a credit Securities of a series that have been redeemed either at the election
of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series, provided that
such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at
the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.
Section 3.06 Redemption of
Securities for Sinking Fund.
Not less than 45 days
prior to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee), the
Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of the series, the portion thereof, if any, that is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 3.05 and the basis for such credit and will, together with such Officers’ Certificate, deliver
to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 and cause notice
of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.02. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 3.03.
Article IV
COVENANTS
Section 4.01 Payment of Principal,
Premium and Interest.
The Company will duly and
punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities of that series at the time and
place and in the manner provided herein and established with respect to such Securities. Payments of principal on the Securities may be
made at the time provided herein and established with respect to such Securities by U.S. dollar check drawn on and mailed to the address
of the Securityholder entitled thereto as such address shall appear in the Security Register, or U.S. dollar wire transfer to, a U.S.
dollar account (such wire transfer to be made only to a Securityholder of an aggregate principal amount of Securities of the applicable
series in excess of U.S. $2,000,000 and only if such Securityholder shall have furnished wire instructions to the Trustee no later than
15 days prior to the relevant payment date). Payments of interest on the Securities may be made at the time provided herein and established
with respect to such Securities by U.S. dollar check mailed to the address of the Securityholder entitled thereto as such address shall
appear in the Security Register, or U.S. dollar wire transfer to, a U.S. dollar account (such a wire transfer to be made only to a Securityholder
of an aggregate principal amount of Securities of the applicable series in excess of U.S. $2,000,000 and only if such Securityholder shall
have furnished wire instructions in writing to the Security Registrar and the Trustee no later than 15 days prior to the relevant
payment date.
Section 4.02 Maintenance
of Office or Agency.
So long as any series of the
Securities remain Outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New
York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02,
where (i) Securities of that series may be presented for payment, (ii) Securities of that series may be presented as herein
above authorized for registration of transfer and exchange, and (iii) notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be given or served, such designation to continue with respect to such office or agency
until the Company shall, by written notice signed by any officer authorized to sign an Officers’ Certificate and delivered to the
Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, notices and demands. The Company initially appoints the Corporate Trust Office of the Trustee located in the Borough
of Manhattan, the City of New York as its paying agent with respect to the Securities.
Section 4.03 Paying Agents.
(a) If
the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will
cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section:
1. that
it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities
of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit
of the Persons entitled thereto;
2. that
it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the
principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable;
3. that
it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and
4. that
it will perform all other duties of paying agent as set forth in this Indenture.
(b) If
the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the
principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of
that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee
of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one
or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest
on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless
such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act.
(c) Notwithstanding
anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject
to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by
the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums
were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or
such paying agent shall be released from all further liability with respect to such money.
Section 4.04 Appointment
to Fill Vacancy in Office of Trustee.
The Company, whenever necessary
to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there
shall at all times be a Trustee hereunder.
Section 4.05 Compliance with
Consolidation Provisions.
The Company will not, while
any of the Securities remain Outstanding, consolidate with or merge into any other Person, in either case where the Company is not the
survivor of such transaction, or sell or convey all or substantially all of its property to any other Person unless the provisions of
Article Ten hereof are complied with.
Article V
SECURITYHOLDERS’ LISTS
AND REPORTS BY THE COMPANY AND THE TRUSTEE
Section 5.01 Company to Furnish
Trustee Names and Addresses of Securityholders.
The Company will furnish or
cause to be furnished to the Trustee (a) within 15 days after each regular record date (as defined in Section 2.03) a list,
in such form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Securities as of such
regular record date, provided that the Company shall not be obligated to furnish or cause to furnish such list at any time that the list
shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times as
the Trustee may request in writing within 30 days after the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that, in either case, no
such list need be furnished for any series for which the Trustee shall be the Security Registrar .
Section 5.02 Preservation
of Information; Communications With Securityholders.
(a) The
Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders
of Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of
holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity).
(b) The
Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.
(c) Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Securities, and, in connection with any such communications, the Trustee shall satisfy its obligations
under Section 312(b) of the Trust Indenture Act in accordance with the provisions of Section 312(b) of the Trust Indenture
Act.
Section 5.03 Reports by the
Company.
(a) The
Company will at all times comply with Section 314(a) of the Trust Indenture Act. The Company covenants and agrees to provide
(which delivery may be via electronic mail) to the Trustee within 30 days, after the Company files the same with the Commission, copies
of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee any correspondence
filed with the Commission or any materials for which the Company has sought and received confidential treatment by the Commission; and
provided further, that so long as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysis
and Retrieval System (EDGAR), or any successor system, such filings shall be deemed to have been filed with the Trustee for purposes hereof
without any further action required by the Company. For the avoidance of doubt, a failure by the Company to file annual reports, information
and other reports with the SEC within the time period prescribed thereof by the Commission shall not be deemed a breach of this Section 5.03.
(b) Delivery
of reports, information and documents to the Trustee under Section 5.03 is for informational purposes only and the information and
the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable
from information contained therein including the Company’s compliance with any of their covenants thereunder (as to which the Trustee
is entitled to rely exclusively on an Officer’s Certificate). The Trustee is under no duty to examine any such reports, information
or documents delivered to the Trustee or filed with the SEC via EDGAR to ensure compliance with the provision of this Indenture or to
ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee shall have no responsibility
or duty whatsoever to ascertain or determine whether the above referenced filings with the SEC on EDGAR (or any successor system) has
occurred.
Section 5.04 Reports by the
Trustee.
(a) If
required by Section 313(a) of the Trust Indenture Act, the Trustee, within sixty (60) days after each May 1, shall transmit
by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register, a brief
report dated as of such May 1, which complies with Section 313(a) of the Trust Indenture Act.
(b) The
Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture Act.
(c) A
copy of each such report shall, at the time of such transmission to Securityholders, be filed by the Trustee with the Company, with each
securities exchange upon which any Securities are listed (if so listed) and also with the Securities and Exchange Commission. The Company
agrees to notify the Trustee when any Securities become listed on any securities exchange.
Article VI
REMEDIES OF THE TRUSTEE
AND SECURITYHOLDERS ON EVENT OF DEFAULT
Section 6.01 Events of Default.
(a) Whenever
used herein with respect to Securities of a particular series, “Event of Default” means any one or more of the
following events that has occurred and is continuing:
1. the
Company defaults in the payment of any installment of interest upon any of the Securities of that series, as and when the same shall become
due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment
period by the Company in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment
of interest for this purpose;
2. the
Company defaults in the payment of the principal of (or premium, if any, on) any of the Securities of that series as and when the same
shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking
or analogous fund established with respect to that series; provided, however, that a valid extension of the maturity of such Securities
in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment of principal or premium,
if any;
3. the
Company fails to observe or perform any other of its covenants or agreements with respect to that series contained in this Indenture or
otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement
that has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series)
for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that
such notice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee, by registered
or certified mail, or to the Company and the Trustee by the holders of at least 25% in principal amount of the Securities of that series
at the time Outstanding;
4. the
Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of
an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially
all of its property or (iv) makes a general assignment for the benefit of its creditors; or
5. a
court of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company for all or substantially all of its property or (iii) orders the liquidation
of the Company, and the order or decree remains unstayed and in effect for 90 days.
(b) In
each and every such case (other than an Event of Default specified in clause (4) or clause (5) above), unless the principal
of all the Securities of that series shall have already become due and payable, either the Trustee or the holders of not less than 25%
in aggregate principal amount of the Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to
the Trustee if given by such Securityholders), may declare the principal of (and premium, if any, on) and accrued and unpaid interest
on all the Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall
be immediately due and payable. If an Event of Default specified in clause (4) or clause (5) above occurs, the principal of
and accrued and unpaid interest on all the Securities of that series shall automatically be immediately due and payable without any declaration
or other act on the part of the Trustee or the holders of the Securities.
(c) At
any time after the principal of (and premium, if any, on) and accrued and unpaid interest on the Securities of that series shall have
been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, the holders of a majority in aggregate principal amount of the Securities of that series then Outstanding hereunder,
by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company
has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of that series
and the principal of (and premium, if any, on) any and all Securities of that series that shall have become due otherwise than by acceleration
(with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon
overdue installments of interest, at the rate per annum expressed in the Securities of that series to the date of such payment or deposit)
and the amount payable to the Trustee under Section 7.06, and (ii) any and all Events of Default under the Indenture with respect
to such series, other than the nonpayment of principal on (and premium, if any, on) and accrued and unpaid interest on Securities of that
series that shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.06.
No such rescission and annulment
shall extend to or shall affect any subsequent default or impair any right consequent thereon.
(d) In
case the Trustee shall have proceeded to enforce any right with respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case, subject to any determination in such proceedings, the Company and the Trustee shall
be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceedings had been taken.
Section 6.02 Collection of
Indebtedness and Suits for Enforcement by Trustee.
(a) The
Company covenants that (i) in case it shall default in the payment of any installment of interest on any of the Securities of a series,
or in any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become
due and payable, and such default shall have continued for a period of 90 days, or (ii) in case it shall default in the payment
of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether
upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise then, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have
been become due and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be, with
interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable
law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under
Section 7.06.
(b) If
the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid,
and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against
the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner
provided by law or equity out of the property of the Company or other obligor upon the Securities of that series, wherever situated.
(c) In
case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action
therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim
and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities
of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings
and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or
other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee
under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders
of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06.
(d) All
rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that
series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06,
be for the ratable benefit of the holders of the Securities of such series.
In case of an Event of Default
hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or
in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of
the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture
or by law.
Nothing contained herein shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such proceeding.
Section 6.03 Application
of Moneys Collected.
Any moneys collected by the
Trustee pursuant to this Article with respect to a particular series of Securities shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest,
upon presentation of the Securities of that series, and notation thereon of the payment, if only partially paid, and upon surrender thereof
if fully paid:
FIRST: To the payment of reasonable
costs and expenses of collection and of all amounts payable to the Trustee under Section 7.06;
SECOND: To the payment of
the amounts then due and unpaid upon Securities of such series for principal (and premium, if any) and interest, in respect of which or
for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal (and premium, if any) and interest, respectively; and
THIRD: To the payment of the
remainder, if any, to the Company or any other Person lawfully entitled thereto.
Section 6.04 Limitation on
Suits.
No holder of any Security
of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event of Default and of
the continuance thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore provided; (ii) the
holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (iii) such holder or holders
shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby; (iv) the Trustee for 90 days after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding and (v) during such 90 day period, the holders of a majority in principal
amount of the Securities of that series do not give the Trustee a direction inconsistent with the request.
Notwithstanding anything contained
herein to the contrary or any other provisions of this Indenture, the right of any holder of any Security to receive payment of the principal
of (and premium, if any) and interest on such Security, as therein provided, on or after the respective due dates expressed in such Security
(or in the case of redemption, on the redemption date), or to institute suit for the enforcement of any such payment on or after such
respective dates or redemption date, shall not be impaired or affected without the consent of such holder and by accepting a Security
hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other
such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever
by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other of
such Securities, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of such series.
For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.
Section 6.05 Rights and Remedies
Cumulative; Delay or Omission Not Waiver.
(a) Except
as otherwise provided in Section 2.07, all powers and remedies given by this Article to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee
or the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture or otherwise established with respect to such Securities.
(b) No
delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or
an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article or by
law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee
or by the Securityholders.
Section 6.06 Control by Securityholders.
The holders of a majority
in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.04,
shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to such series; provided, however, that such direction shall not be in conflict
with any rule of law or with this Indenture. Subject to the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or officers of the Trustee, determine
that the proceeding so directed, subject to the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal
liability or might be unduly prejudicial to the Securityholders not involved in the proceeding. The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding affected thereby, determined in accordance with Section 8.04,
may on behalf of the holders of all of the Securities of such series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with respect to such series and its consequences, except a default in the
payment of the principal of, or premium, if any, or interest on, any of the Securities of that series as and when the same shall become
due by the terms of such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.01(c)).
Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the
Trustee and the holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.
Section 6.07 Undertaking
to Pay Costs.
All parties to this Indenture
agree, and each holder of any Securities by such holder’s acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder,
or group of Securityholders, holding more than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any
suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security
of such series, on or after the respective due dates expressed in such Security or established pursuant to this Indenture.
Article VII
CONCERNING THE TRUSTEE
Section 7.01 Certain Duties
and Responsibilities of Trustee.
(a) The
Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events
of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities
of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read
into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has
not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.
(b) No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:
i. prior
to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events
of Default with respect to that series that may have occurred:
(a) the
duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such
duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and
(b) in
the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether
or not they conform to the requirements of this Indenture;
ii. the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
iii. the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction
of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the
time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee under this Indenture with respect to the Securities of that series;
iv. None
of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for
believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate
indemnity against such risk is not reasonably assured to it;
v. the
Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder;
vi. the
permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and
vii. no
Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities
hereunder.
Section 7.02 Certain Rights
of Trustee.
Except as otherwise provided
in Section 7.01:
(a) The
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, security or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(b) Any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by any authorized officer of the Company (unless other evidence in respect thereof is specifically prescribed
herein);
(c) The
Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliance thereon;
(d) The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction
of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to a series of the
Securities (that has not been cured or waived), to exercise with respect to Securities of that series such of the rights and powers vested
in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;
(e) The
Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture;
(f) The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security, or other papers or documents, unless requested in writing
so to do by the holders of not less than a majority in principal amount of the Outstanding Securities of the particular series affected
thereby (determined as provided in Section 8.04); provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable
indemnity against such costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every such examination
shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand; and
(g) The
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys
and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care
by it hereunder.
(h) In
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out
of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions
of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances;
(i) In
no event shall the Trustee be responsible or liable for special, 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; and
(j) The
Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission
or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent
to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely
manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party
providing such instructions or directions. If the party 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 party providing electronic instructions 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. The Trustee may request
that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at
such time to furnish the Trustee with Officer’s Certificates, Company Orders and any other matters or directions pursuant to this
Indenture.
(k) 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.
(l) The
Trustee shall not be deemed to have knowledge of any Default or Event of Default (other than an Event of Default relating to the failure
to pay the interest on, or the principal of, the Securities) until the Trustee shall have received written notification in the manner
set forth in this Indenture or a Responsible Officer of the Trustee shall have obtained actual knowledge.
Section 7.03 Trustee Not
Responsible for Recitals or Issuance or Securities.
(a) The
recitals contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no responsibility
for the correctness of the same.
(b) The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.
(c) The
Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such Securities,
or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture or established
pursuant to Section 2.01, or for the use or application of any moneys received by any paying agent other than the Trustee.
Section 7.04 May Hold
Securities.
The Trustee or any paying
agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights
it would have if it were not Trustee, paying agent or Security Registrar.
Section 7.05 Moneys Held
in Trust.
Subject to the provisions
of Section 11.05, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes
for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under
no liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon.
Section 7.06 Compensation
and Reimbursement.
(a) The
Company shall pay to the Trustee for each of its capacities hereunder from time to time compensation for its services as the Company and
the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred
by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.
(b) The
Company shall indemnify each of the Trustee in each of its capacities hereunder against any loss, liability or expense (including the
cost of defending itself and including the reasonable compensation and expenses of the Trustee’s agents and counsel) incurred by
it except as set forth in Section 7.06(c) in the exercise or performance of its powers, rights or duties under this Indenture
as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably
withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee.
(c) The
Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director,
employee, shareholder or agent of the Trustee through negligence or bad faith.
(d) To
ensure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds or
property held or collected by the Trustee, except that held in trust to pay principal of or interest on particular Securities. When the
Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(4) or (5), the
expenses (including the reasonable fees and expenses of its counsel) and the compensation for services in connection therewith are to
constitute expenses of administration under any bankruptcy law. The provisions of this Section 7.06 shall survive the termination
of this Indenture and the resignation or removal of the Trustee.
Section 7.07 Reliance on
Officers’ Certificate.
Except as otherwise provided
in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it reasonably necessary
or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part
of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.
Section 7.08 Disqualification;
Conflicting Interests.
If the Trustee has or shall
acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee
and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.
Section 7.09 Corporate Trustee
Required; Eligibility.
There shall at all times be
a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under
the laws of the United States of America or any state or territory thereof or of the District of Columbia, or a corporation or other Person
permitted to act as trustee by the Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination
by federal, state, territorial, or District of Columbia authority.
If such corporation or other
Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may
any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any
time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in
the manner and with the effect specified in Section 7.10.
Section 7.10 Resignation
and Removal; Appointment of Successor.
(a) The
Trustee or any successor hereafter appointed may at any time resign with respect to the Securities of one or more series by giving written
notice thereof to the Company and by transmitting notice of resignation by mail, first class postage prepaid, to the Securityholders of
such series, as their names and addresses appear upon the Security Register. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee with respect to Securities of such series by written instrument, in duplicate, executed by order
of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee.
If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice
of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with
respect to Securities of such series, or any Securityholder of that series who has been a bona fide holder of a Security or Securities
for at least six months may on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(b) In
case at any time any one of the following shall occur:
i. the
Trustee shall fail to comply with the provisions of Section 7.08 after written request therefor by the Company or by any Securityholder
who has been a bona fide holder of a Security or Securities for at least six months; or
ii. the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request
therefor by the Company or by any such Securityholder; or
iii. the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding,
or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;
then, in any such case, the
Company may remove the Trustee with respect to all Securities and appoint a successor trustee by written instrument, in duplicate, executed
by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor
trustee, or any Securityholder who has been a bona fide holder of a Security or Securities for at least six months may, on behalf of that
holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.
(c) The
holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee for such series with
the consent of the Company.
(d) Any
resignation or removal of the Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant to any
of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.
(e) Any
successor trustee appointed pursuant to this Section may be appointed with respect to the Securities of one or more series or all
of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular series.
Section 7.11 Acceptance of
Appointment By Successor.
(a) In
case of the appointment hereunder of a successor trustee with respect to all Securities, every such successor trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the
successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor
trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee
all property and money held by such retiring Trustee hereunder.
(b) In
case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such appointment and which (i) shall contain such provisions as shall
be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates,
(ii) shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee
and that no Trustee shall be responsible for any act or failure to act on the part of any other Trustee hereunder; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall with respect to the Securities of that or those series to which the appointment of such successor
trustee relates have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations
vested in the Trustee under this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates; but, on request of the Company or any successor trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture, the property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such
successor trustee relates.
(c) Upon
request of any such successor trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming
to such successor trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case
may be.
(d) No
successor trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified and eligible
under this Article.
(e) Upon
acceptance of appointment by a successor trustee as provided in this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security
Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be transmitted at the expense of the Company.
Section 7.12 Merger, Conversion,
Consolidation or Succession to Business.
Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee,
including the administration of the trust created by this Indenture, shall be the successor of the Trustee hereunder, provided that such
corporation shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.
Section 7.13 Preferential
Collection of Claims Against the Company.
The Trustee shall comply with
Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act
to the extent included therein.
Section 7.14 Notice of Default
If any Default or any Event
of Default occurs and is continuing and if such Default or Event of Default is known to a Responsible Officer of the Trustee, the Trustee
shall mail to each Securityholder in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act notice
of the Default or Event of Default within 45 days after it occurs, unless such Default or Event of Default has been cured; provided,
however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security, the
Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest
of the Securityholders.
Article VIII
CONCERNING THE SECURITYHOLDERS
Section 8.01 Evidence of
Action by Securityholders.
Whenever in this Indenture
it is provided that the holders of a majority or specified percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of
any other action), the fact that at the time of taking any such action the holders of such majority or specified percentage of that series
have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Securities
of that series in person or by agent or proxy appointed in writing.
If the Company shall solicit
from the Securityholders of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, as evidenced by an Officers’ Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company
shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver
or other action may be given before or after the record date, but only the Securityholders of record at the close of business on the record
date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of Outstanding
Securities of that series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver
or other action, and for that purpose the Outstanding Securities of that series shall be computed as of the record date; provided, however,
that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six months after the record date.
Section 8.02 Proof of Execution
by Securityholders.
Subject to the provisions
of Section 7.01, proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his agent
or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:
(a) The
fact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee.
(b) The
ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar thereof.
The Trustee may require such
additional proof of any matter referred to in this Section as it shall deem necessary.
Section 8.03 Who May be
Deemed Owners.
Prior to the due presentment
for registration of transfer of any Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat
the Person in whose name such Security shall be registered upon the books of the Company as the absolute owner of such Security (whether
or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject to Section 2.03)
interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary.
Section 8.04 Certain Securities
Owned by Company Disregarded.
In determining whether the
holders of the requisite aggregate principal amount of Securities of a particular series have concurred in any direction, consent or waiver
under this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities of that series
or by any Person directly or indirectly controlling or controlled by or under common control with the Company or any other obligor on
the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities
of such series that the Trustee actually knows are so owned shall be so disregarded. The Securities so owned that have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not a Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.
Section 8.05 Actions Binding
on Future Securityholders.
At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the majority
or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such
action, any holder of a Security of that series that is shown by the evidence to be included in the Securities the holders of which have
consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke
such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall be conclusive
and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchange therefor,
on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such
Security. Any action taken by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the
holders of all the Securities of that series.
Article IX
SUPPLEMENTAL INDENTURES
Section 9.01 Supplemental
Indentures Without the Consent of Securityholders.
In addition to any supplemental
indenture otherwise authorized by this Indenture, the Company and the Trustee may from time to time and at any time enter into an indenture
or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent
of the Securityholders, for one or more of the following purposes:
(a) to
cure any ambiguity, defect, or inconsistency herein or in the Securities of any series;
(b) to
comply with Article Ten;
(c) to
provide for uncertificated Securities in addition to or in place of certificated Securities;
(d) to
add to the covenants, restrictions, conditions or provisions relating to the Company for the benefit of the holders of all or any series
of Securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities,
stating that such covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such series),
to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions
or provisions an Event of Default, or to surrender any right or power herein conferred upon the Company;
(e) to
add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication,
and delivery of Securities, as herein set forth;
(f) to
make any change that does not adversely affect the rights of any Securityholder in any material respect;
(g) to
provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided in Section 2.01,
to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities,
or to add to the rights of the holders of any series of Securities;
(h) to
evidence and provide for the acceptance of appointment hereunder by a successor trustee; or
(i) to
comply with any requirements of the Securities and Exchange Commission or any successor in connection with the qualification of this Indenture
under the Trust Indenture Act.
The Trustee is hereby authorized
to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.
Any supplemental indenture
authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.
Section 9.02 Supplemental
Indentures With Consent of Securityholders.
With the consent (evidenced
as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.01
the rights of the holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the holders of each Security then Outstanding and affected thereby, (a) extend the fixed maturity of
any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof or (b) reduce the aforesaid percentage of Securities, the holders of which
are required to consent to any such supplemental indenture.
It shall not be necessary
for the consent of the Securityholders of any series affected thereby under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.
Section 9.03 Effect of Supplemental
Indentures.
Upon the execution of any
supplemental indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture shall, with respect to
such series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for
any and all purposes.
Section 9.04 Securities Affected
by Supplemental Indentures.
Securities of any series affected
by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions
of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements
of any securities exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee
and delivered in exchange for the Securities of that series then Outstanding.
Section 9.05 Execution of
Supplemental Indentures.
Upon the request of the Company,
accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee
of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental
indenture. The Trustee, subject to the provisions of Section 7.01, may receive an Officers’ Certificate or an Opinion of Counsel
as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms
to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution
thereof; provided, however, that such Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution
of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof.
Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by
mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders
of all series affected thereby as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Article X
SUCCESSOR ENTITY
Section 10.01 Company May Consolidate,
Etc.
Except as provided pursuant
to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into
any other Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor
or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the
Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated
with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby
covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction),
sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all
of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance
and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series
pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered
to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall
have acquired such property and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable
for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that
the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities
the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable
upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to
such consolidation, merger, sale, conveyance, transfer or other disposition.
Section 10.02 Successor Entity
Substituted.
(a) In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor entity
by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligations set forth
under Section 10.01 on all of the Securities of all series Outstanding, such successor entity shall succeed to and be substituted
for the Company with the same effect as if it had been named as the Company herein, and thereupon the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the Securities.
(b) In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but not
in substance) may be made in the Securities thereafter to be issued as may be appropriate.
(c) Nothing
contained in this Article shall require any action by the Company in the case of a consolidation or merger of any Person into the
Company where the Company is the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise, of all or
any part of the property of any other Person (whether or not affiliated with the Company).
Section 10.03 Evidence of
Consolidation, Etc. to Trustee.
The Trustee, subject to the
provisions of Section 7.01, may receive an Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article.
Article XI
SATISFACTION AND DISCHARGE
Section 11.01 Satisfaction
and Discharge of Indenture.
If at any time: (a) the
Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated and not delivered to
the Trustee for cancellation (other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced
or paid as provided in Section 2.07 and Securities for whose payment money or Governmental Obligations have theretofore been deposited
in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such trust, as provided
in Section 11.05); or (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or
cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations or a combination thereof,
sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee
for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to
such series by the Company then this Indenture shall thereupon cease to be of further effect with respect to such series except for the
provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or redemption date,
as the case may be, and Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the Trustee, on demand of the
Company and at the cost and expense of the Company shall execute proper instruments acknowledging satisfaction of and discharging this
Indenture with respect to such series.
Section 11.02 Discharge of
Obligations.
If at any time all such Securities
of a particular series not heretofore delivered to the Trustee for cancellation or that have not become due and payable as described in
Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental Obligations sufficient to pay at maturity or upon redemption all such Securities of that series not theretofore delivered
to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity
or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder
by the Company with respect to such series, then after the date such moneys or Governmental Obligations, as the case may be, are deposited
with the Trustee the obligations of the Company under this Indenture with respect to such series shall cease to be of further effect except
for the provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall survive until such Securities
shall mature and be paid.
Thereafter, Sections 7.06
and 11.05 shall survive.
Section 11.03 Deposited Moneys
to be Held in Trust.
All moneys or Governmental
Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be available for payment
as due, either directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the particular
series of Securities for the payment or redemption of which such moneys or Governmental Obligations have been deposited with the Trustee.
Section 11.04 Payment of
Moneys Held by Paying Agents.
In connection with the satisfaction
and discharge of this Indenture all moneys or Governmental Obligations then held by any paying agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability
with respect to such moneys or Governmental Obligations.
Section 11.05 Repayment to
Company.
Any moneys or Governmental
Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium,
if any, or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities
for at least two years after the date upon which the principal of (and premium, if any) or interest on such Securities shall have respectively
become due and payable, or such other shorter period set forth in applicable escheat or abandoned or unclaimed property law, shall be
repaid to the Company on May 31 of each year or upon the Company’s request or (if then held by the Company) shall be discharged
from such trust; and thereupon the paying agent and the Trustee shall be released from all further liability with respect to such moneys
or Governmental Obligations, and the holder of any of the Securities entitled to receive such payment shall thereafter, as a general creditor,
look only to the Company for the payment thereof.
Article XII
IMMUNITY OF INCORPORATORS,
STOCKHOLDERS, OFFICERS AND DIRECTORS
Section 12.01 No Recourse.
No recourse under or upon
any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood
that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors as such, of the Company or of any
predecessor or successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason
of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any
and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any
and all such rights and claims against, every such incorporator, stockholder, officer or director as such, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in
any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Securities.
Article XIII
MISCELLANEOUS PROVISIONS
Section 13.01 Effect on Successors
and Assigns.
All the covenants, stipulations,
promises and agreements in this Indenture made by or on behalf of the Company shall bind its successors and assigns, whether so expressed
or not.
Section 13.02 Actions by
Successor.
Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and
may be done and performed with like force and effect by the corresponding board, committee or officer of any corporation that shall at
the time be the lawful successor of the Company.
Section 13.03 Surrender of
Company Powers.
The Company by instrument
in writing executed by authority of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to the
Company, and thereupon such power so surrendered shall terminate both as to the Company and as to any successor corporation.
Section 13.04 Notices.
Except as otherwise expressly
provided herein, any notice, request or demand that by any provision of this Indenture is required or permitted to be given, made or served
by the Trustee or by the holders of Securities or by any other Person pursuant to this Indenture to or on the Company may be given or
served by being deposited in first class mail, postage prepaid, addressed (until another address is filed in writing by the Company with
the Trustee), as follows Research Solutions, Inc., 10624 S. Eastern Avenue, Suite A-614, Henderson, NV 89052, Attention: Chief
Financial Officer. Any notice, election, request or demand by the Company or any Securityholder or by any other Person pursuant to this
Indenture to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing
at the Corporate Trust Office of the Trustee.
Section 13.05 Governing Law;
Jury Trial Waiver.
This Indenture and each Security
shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance
with the laws of said State, except to the extent that the Trust Indenture Act is applicable.
Section 13.06 Treatment of
Securities as Debt.
It is intended that the Securities
will be treated as indebtedness and not as equity for federal income tax purposes. The provisions of this Indenture shall be interpreted
to further this intention.
Section 13.07 Certificates
and Opinions as to Conditions Precedent.
(a) Upon
any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture (other
than the certificate to be delivered pursuant to Section 13.12) relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case
of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional certificate or opinion need be furnished.
(b) Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (i) a statement that the Person making such certificate or opinion has read such covenant or condition;
(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based; (iii) a statement that, in the opinion of such Person, he has made such examination or
investigation as is reasonably necessary to enable him to express an informed opinion as to whether or not such covenant or condition
has been complied with; and (iv) a statement as to whether or not, in the opinion of such Person, such condition or covenant has
been complied with.
Section 13.08 Payments on
Business Days.
Except as provided pursuant
to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption
of any Security shall not be a Business Day, then payment of interest or principal (and premium, if any) may be made on the next succeeding
Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue for
the period after such nominal date.
Section 13.09 Conflict with
Trust Indenture Act.
If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.
Section 13.10 Counterparts.
This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same
instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes.
Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
Section 13.11 Separability.
In case any one or more of
the provisions contained in this Indenture or in the Securities of any series shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained
herein or therein.
Section 13.12 Compliance
Certificates.
The Company shall deliver
to the Trustee, within 120 days after the end of each fiscal year during which any Securities of any series were outstanding, an
officer’s certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal
year. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting
officer of the Company that a review has been conducted of the activities of the Company and the Company’s performance under this
Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 13.12,
such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the
officer of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any
such Default or Event of Default and its status.
Section 13.13 Force Majeure.
In no event shall the Trustee,
the Security Registrar, any paying agent or any other agent under this Indenture be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including
without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions or utilities, communications or computer (software and hardware) services; it
being understood that the Trustee, the Security Registrar, any paying agent or any other agent under this Indenture shall use reasonable
efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
IN WITNESS WHEREOF, the parties
hereto have caused this Indenture to be duly executed all as of the day and year first above written.
| |
RESEARCH SOLUTIONS, INC. |
| |
|
| |
By: |
|
| |
|
| |
Name: |
|
| |
|
| |
Title: |
|
| |
|
| |
[TRUSTEE], as TRUSTEE |
| |
|
| |
By: |
|
| |
|
| |
Name: |
|
| |
|
| |
Title: |
|
CROSS-REFERENCE TABLE (1)
| Section of Trust Indenture Act of 1939, as Amended |
|
Section of Indenture |
| 310(a) |
|
7.09 |
| 310(b) |
|
7.08 |
| |
|
7.10 |
| 310(c) |
|
Inapplicable |
| 311(a) |
|
7.13 |
| 311(b) |
|
7.13 |
| 311(c) |
|
Inapplicable |
| 312(a) |
|
5.01 |
| |
|
5.02(a) |
| 312(b) |
|
5.02(c) |
| 312(c) |
|
5.02(c) |
| 313(a) |
|
5.04(a) |
| 313(b) |
|
5.04(b) |
| 313(c) |
|
5.04(a) |
| |
|
5.04(b) |
| 313(d) |
|
5.04(c) |
| 314(a) |
|
5.03 |
| |
|
13.12 |
| 314(b) |
|
Inapplicable |
| 314(c) |
|
13.07(a) |
| 314(d) |
|
Inapplicable |
| 314(e) |
|
13.07(b) |
| 314(f) |
|
Inapplicable |
| 315(a) |
|
7.01(a) |
| |
|
7.01(b) |
| 315(b) |
|
7.14 |
| 315(c) |
|
7.01 |
| 315(d) |
|
7.01(b) |
| 315(e) |
|
6.07 |
| 316(a) |
|
6.06 |
| |
|
8.04 |
| 316(b) |
|
6.04 |
| 316(c) |
|
8.01 |
| 317(a) |
|
6.02 |
| 317(b) |
|
4.03 |
| 318(a) |
|
13.09 |
| (1) |
|
This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions. |
Exhibit 5.1
December 22,
2023
Research Solutions, Inc.
10624 E. Eastern Ave., Ste. A-614,
Henderson, NV 89052
Ladies and Gentlemen:
We have acted as counsel to
Research Solutions, Inc., a Nevada corporation (the “Company”), in connection with the Registration Statement
on Form S-3 (the “Registration Statement”) to be filed by the Company under the Securities Act of 1933, as amended
(the “Securities Act”). The Company has provided us with a prospectus (the “Prospectus”) which forms
part of the Registration Statement. The Prospectus provides that it will be supplemented in the future by one or more prospectus supplements
(each, a “Prospectus Supplement”). The Registration Statement, including the Prospectus as supplemented from time to
time by one or more Prospectus Supplements, will provide for the registration by the Company of the following securities:
| · | shares of common stock, $0.001 par value per
share, of the Company (the “Common Stock”); |
| · | shares of preferred stock, $0.01 par value per
share, of the Company (the “Preferred Stock”); |
| · | debt securities, in one or more series (the “Debt Securities”), which may be issued
pursuant to an indenture to be dated on or about the date of the first issuance of Debt Securities thereunder, by and between a trustee
to be selected by the Company (the “Trustee”) and the Company, in the form filed as Exhibit 4.1 to the Registration
Statement (the “Indenture”); |
| · | warrants to purchase Common Stock or Preferred Stock (the “Warrants”), which may be
issued under warrant agreements (each, a “Warrant Agreement”) to be dated on or about the date of the first issuance
of the applicable Warrants thereunder, by and between a warrant agent to be selected by the Company (the “Warrant Agent”)
and the Company; |
| · | rights to purchase Common Stock, Preferred Stock and, Debt Securities or other Company Securities, in
one or more series (the “Rights”), which may be issued under a rights agreement and certificate issued thereunder (the
“Rights Agreement”), to be dated on or about the date of the first issuance of the applicable Rights thereunder, by
and between a rights agent to be selected by the Company (the “Rights Agent”) and the Company; and |
15260 Ventura Boulevard, 20th Floor * Sherman
Oaks, California 91403
office > 818.444.4500 * fax > 818.444.4520 |
1316 3rd Street Promenade, Suite 107
* Santa Monica, California 90401
office > 310.746.9800 * fax > 310.395.5292 |
 |
Research Solutions, Inc.
December 22,
2023
Page 2 |
| · | units comprised of one or more shares of Common Stock or Preferred Stock, Debt Securities, Rights or Warrants
in any combination (the “Units”), which may be issued under unit agreements (each, a “Unit Agreement”)
to be dated on or about the date of the first issuance of the applicable Units thereunder, by and between a unit agent to be selected
by the Company (the “Unit Agent”) and the Company. |
The
Common Stock, the Preferred Stock, the Debt Securities, the Warrants, the Rights and the Units are collectively referred to herein as
the “Securities.” The Securities are being registered for offer and sale from time to time pursuant to Rule 415
under the Securities Act. The aggregate public offering price of the Securities being registered is $25,000,000.
In connection with this opinion,
we have examined and relied upon the originals, or copies certified to our satisfaction, of such records, documents, certificates, opinions,
memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As
to certain factual matters, we have relied upon certificates of the officers of the Company and have not independently sought to verify
such matters.
In rendering this opinion,
we have assumed the genuineness and authenticity of all signatures on original documents; the authenticity of all documents submitted
to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity
of certificates of public officials; and the due authorization, execution and delivery of all documents where authorization, execution
and delivery are prerequisites to the effectiveness of such documents.
With respect to our opinion
as to the Common Stock, we have assumed that, at the time of issuance and sale, a sufficient number of shares of Common Stock are authorized
and available for issuance and that the consideration for the issuance and sale of the Common Stock (or Preferred Stock or Debt Securities
convertible into Common Stock or Warrants or Rights exercisable for Common Stock or Units of such Securities) is in an amount that is
not less than the par value of the Common Stock.
With respect to our opinion
as to the Preferred Stock, we have assumed that, at the time of issuance and sale, a sufficient number of shares of Preferred Stock are
authorized, designated and available for issuance and that the consideration for the issuance and sale of the Preferred Stock (or Debt
Securities convertible into Preferred Stock or Warrants or Rights exercisable for Preferred Stock or Units of such Securities) is in an
amount that is not less than the par value of the Preferred Stock.
|
Research Solutions, Inc.
December 22,
2023
Page 3 |
We have assumed that any Debt
Securities, Rights, Warrants or Units, as the case may be, offered under the Registration Statement, and the related Indenture, Warrant
Agreement, Rights Agreement or Unit Agreement, as applicable, will be executed in the forms filed as exhibits to the Registration Statement
or incorporated by reference therein. We have also assumed that (i) with respect to securities being issued upon conversion of any
convertible Preferred Stock, the applicable convertible Preferred Stock will be duly authorized, validly issued, fully paid and nonassessable;
and (ii) with respect to securities being issued upon conversion of any convertible Debt Securities, Warrants, Rights or Units, the
applicable convertible Debt Securities, Warrants, Rights or Units will be valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations
on availability of equitable relief, including specific performance.
Our opinion herein is expressed
solely with respect to the federal laws of the United States and the Nevada Revised Statutes. Our opinion is based on these laws as in
effect on the date hereof. We express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof.
We are not rendering any opinion as to compliance with any federal or state law, rule or regulation relating to securities, or to
the sale or issuance thereof.
On the basis of the foregoing
and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that:
1. With
respect to the Common Stock offered under the Registration Statement, provided that (i) the Registration Statement and any required
post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and any and all Prospectus Supplement(s) required
by applicable laws have been delivered and filed as required by such laws; (ii) the issuance of the Common Stock has been duly authorized
by all necessary corporate action on the part of the Company; (iii) the issuance and sale of the Common Stock do not violate any
applicable law, are in conformity with the Company’s then operative articles of incorporation (the “Articles of Incorporation”)
and bylaws (the “Bylaws”), do not result in a default under or breach of any agreement or instrument binding upon the
Company and comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the
Company; and (iv) the certificates for the Common Stock have been duly executed by the Company, countersigned by the transfer agent
therefor and duly delivered to the purchasers thereof against payment therefor, then the Common Stock, when issued and sold as contemplated
in the Registration Statement, the Prospectus and the related Prospectus Supplement(s) and in accordance with any applicable duly
authorized, executed and delivered purchase, underwriting or similar agreement, or upon conversion of any convertible Preferred Stock,
or convertible Debt Securities in accordance with their terms, or upon exercise of any Warrants in accordance with their terms, will be
duly authorized, validly issued, fully paid and nonassessable.
|
Research Solutions, Inc.
December 22,
2023
Page 4 |
2. With
respect to the Preferred Stock offered under the Registration Statement, provided that (i) the Registration Statement and any required
post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and any and all Prospectus Supplement(s) required
by applicable laws have been delivered and filed as required by such laws; (ii) the terms and issuance of the Preferred Stock have
been duly authorized by all necessary corporate action on the part of the Company; (iii) the terms of the shares of Preferred Stock
and their issuance and sale do not violate any applicable law, are in conformity with the Articles of Incorporation and Bylaws, do not
result in a default under or breach of any agreement or instrument binding upon the Company and comply with any applicable requirement
or restriction imposed by any court or governmental body having jurisdiction over the Company; and (iv) the certificates for the
Preferred Stock have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered to the purchasers
thereof against payment therefor, then the Preferred Stock, when issued and sold as contemplated in the Registration Statement, the Prospectus
and the related Prospectus Supplement(s) and in accordance with any applicable duly authorized, executed and delivered purchase,
underwriting or similar agreement, or upon conversion of any convertible Debt Securities in accordance with their terms, or upon exercise
of any Warrants in accordance with their terms, will be duly authorized, validly issued, fully paid and nonassessable.
3. With
respect to any series of the Debt Securities issued under the Indenture and offered under the Registration Statement, provided that (i) the
Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus
and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the
Indenture has been duly authorized by the Company and the Trustee by all necessary corporate action; (iii) the Indenture in substantially
the form filed as an exhibit to the Registration Statement, has been duly executed and delivered by the Company and the Trustee; (iv) the
issuance and terms of the Debt Securities have been duly authorized by the Company by all necessary corporate action; (v) the terms
of the Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture, so as not to violate
any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, so as to be in conformity
with the Articles of Incorporation and Bylaws, and so as to comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company; and (vi) the Debt Securities have been duly executed and delivered by the Company and
authenticated by the Trustee pursuant to the Indenture and delivered against payment therefor, then the Debt Securities, when issued and
sold in accordance with the Indenture and a duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon
exercise of any Warrants under the Warrant Agreement, will be valid and legally binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations
on availability of equitable relief, including specific performance.
|
Research Solutions, Inc.
December 22,
2023
Page 5 |
4. With
respect to the Warrants issued under the Warrant Agreement and offered under the Registration Statement, provided that (i) the Registration
Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and
any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws, (ii) the
Warrant Agreement (including a form of certificate evidencing the Warrants) has been duly authorized by the Company and the Warrant Agent
by all necessary corporate action; (iii) the Warrant Agreement has been duly executed and delivered by the Company and the Warrant
Agent; (iv) the issuance and terms of the Warrants have been duly authorized by the Company by all necessary corporate action; (v) the
terms of the Warrants and of their issuance and sale have been duly established in conformity with the Warrant Agreement and as described
in the Registration Statement, the Prospectus and the related Prospectus Supplement(s), so as not to violate any applicable law or result
in a default under or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Articles of Incorporation
and Bylaws, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over
the Company; and (vi) the Warrants have been duly executed and delivered by the Company and authenticated by the Warrant Agent pursuant
to the Warrant Agreement and delivered against payment therefor, then the Warrants, when issued and sold as contemplated in the Registration
Statement, the Prospectus and the Prospectus Supplement(s) and in accordance with the Warrant Agreement and a duly authorized, executed
and delivered purchase, underwriting or similar agreement, will be valid and legally binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations
on availability of equitable relief, including specific performance.
5. With
respect to the Rights issued under the Rights Agreement and offered under the Registration Statement, provided that (i) the Registration
Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and
any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws, (ii) the
Rights Agreement (including a form of certificate evidencing the Rights) has been duly authorized by the Company and the Rights Agent
by all necessary corporate action; (iii) the Rights Agreement has been duly executed and delivered by the Company and the Rights
Agent; (iv) the issuance and terms of the Rights have been duly authorized by the Company by all necessary corporate action; (v) the
terms of the Rights and of their issuance and sale have been duly established in conformity with the Rights Agreement (including a form
of certificate evidencing the Rights) and as described in the Registration Statement, the Prospectus and the related Prospectus Supplement(s),
so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company,
so as to be in conformity with the Articles of Incorporation and Bylaws, and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company; and (vi) the Rights have been duly executed and delivered
by the Company and authenticated by the Rights Agent pursuant to the Rights Agreement and delivered against payment therefor, then the
Rights, when issued and sold as contemplated in the Registration Statement, the Prospectus and the Prospectus Supplement(s) and in
accordance with the Rights Agreement and a duly authorized, executed and delivered purchase, underwriting or similar agreement, will be
valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement
thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’
rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.
|
Research Solutions, Inc.
December 22,
2023
Page 6 |
6. With
respect to the Units issued under the Unit Agreement and offered under the Registration Statement, provided that (i) the Registration
Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and
any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws, (ii) the
Unit Agreement (including a form of certificate evidencing the Units) has been duly authorized by the Company and the Unit Agent by all
necessary corporate action; (iii) the Unit Agreement has been duly executed and delivered by the Company and the Unit Agent; (iv) the
issuance and terms of the Units have been duly authorized by the Company by all necessary corporate action; (v) the terms of the
Units and of their issuance and sale have been duly established in conformity with the Unit Agreement and as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Articles of Incorporation and Bylaws,
and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company;
and (vi) the Units have been duly executed and delivered by the Company and authenticated by the Unit Agent pursuant to the Unit
Agreement and delivered against payment therefor, then the Units, when issued and sold as contemplated in the Registration Statement,
the Prospectus and the Prospectus Supplement(s) and in accordance with the Unit Agreement and a duly authorized, executed and delivered
purchase, underwriting or similar agreement, will be valid and legally binding obligations of the Company, enforceable against the Company
in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability
of equitable relief, including specific performance.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters”
in the Prospectus which forms part of the Registration Statement. In giving our consent, we do not hereby admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder. This opinion
is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed
herein or of any subsequent changes in applicable law.
| |
Sincerely, |
| |
|
| |
/s/ Stubbs Alderton & Markiles,
LLP |
| |
|
| |
Stubbs Alderton & Markiles,
LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in
this Registration Statement on Form S-3 of Research Solutions, Inc. of our report dated September 15, 2023, relating
to the consolidated financial statements of Research Solutions, Inc. and Subsidiaries as of June 30, 2023 and 2022 and for the years
then ended which appear in Research Solutions, Inc.'s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the
Securities and Exchange Commission on September 15, 2023. We also consent to the reference to us under the heading “Experts”
in such Registration Statement.
/s/ Weinberg & Company, P.A.
December 22, 2023
Los Angeles, California
EXHIBIT 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Research
Solutions, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| |
Security
Type |
Security
Class
Title |
Fee
Calculation or
Carry
Forward Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering Price
Per Unit(2) |
Maximum
Aggregate
Offering Price |
Fee
Rate |
Amount
of
Registration
Fee |
| Fees
to be Paid |
Equity |
Common
Stock, $0.001 par value per share |
457(o) |
-- |
-- |
-- |
-- |
-- |
| |
Equity |
Preferred
Stock, par value $0.001 per share |
457(o) |
-- |
-- |
-- |
-- |
-- |
| |
Debt |
Debt
Securities |
457(o) |
-- |
-- |
-- |
-- |
-- |
| |
Other |
Warrants |
457(o) |
-- |
-- |
-- |
-- |
-- |
| |
Other |
Rights |
457(o) |
-- |
-- |
-- |
-- |
-- |
| |
Other |
Units |
457(o) |
-- |
-- |
-- |
-- |
-- |
| |
Unallocated
(Universal) Shelf |
Unallocated
(Universal) Shelf (1) |
457(o) |
-- |
N/A* |
$25,000,000 |
$0.00014760 |
$3,690.00 |
| Fees
Previously Paid |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| |
Total
Offering Amounts |
|
$25,000,000 |
$0.00014760 |
$3,690.00 |
| |
Total
Fees Previously Paid |
|
|
|
-- |
| |
Total
Fee Offsets(4) |
|
|
|
-- |
| |
Net
Fee Due |
|
|
|
$3,690.00 |
| (1) | There are being registered hereunder such indeterminate number of shares of common stock and preferred
stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred
stock and/or debt securities, such indeterminate number of rights to purchase common stock or preferred stock and such indeterminate number
of units as may be sold by the Registrant from time to time, which together shall have an aggregate initial offering price not to exceed
$25,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be
in such greater principal amount at maturity as shall result in an aggregate offering price not to exceed $25,000,000, less the aggregate
dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with
the other securities registered hereunder. The proposed maximum offering price per class of security will be determined, from time to
time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder. The securities registered
hereunder also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be
issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of
warrants or rights or pursuant to the antidilution provisions of any of such securities. In addition, pursuant to Rule 416 under
the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate
number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result
of stock splits, stock dividends or similar transactions. |
| (2) | The proposed maximum aggregate offering price per class of security will be determined from time to time
by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to
each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. |
| (3) | Consists of shares of common stock issuable to the selling stockholders upon exercise of warrants to purchase common stock. |
| (4) | The Registrant does not have any fee offsets. |
*
The proposed maximum offering price per unit is not applicable in that these securities are not
issued in predetermined amounts or units.
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