As filed with the Securities and Exchange
Commission on July 19, 2023
Registration No. 333-272916
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SAI.TECH GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English)
Cayman Islands | | Not Applicable |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer
Identification No.) |
#01-05 Pearl’s Hill Terrace
Singapore, 168976
Tel: +65 9656 5641
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Winston & Strawn LLP
800 Capitol Street, Suite 2400
Houston, TX 77002
Tel: 713-651-2600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Michael J. Blankenship
Winston & Strawn LLP
800 Capitol Street, Suite 2400
Houston, TX 77002
Tel: 713-651-2600 |
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of this Registration Statement.
If 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, check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.C. 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.C. 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 an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, 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 term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The information contained
in this prospectus is not complete and may be changed. No securities may be sold pursuant to this prospectus until the registration statement
filed with the Securities and Exchange Commission with respect to such securities has been declared effective. This prospectus is not
an offer to sell these securities and no offers to buy these securities are being solicited in any jurisdiction where their offer or
sale is not permitted.
SUBJECT TO COMPLETION,
DATED JULY 19, 2023
PRELIMINARY PROSPECTUS
PROSPECTUS FOR
UP TO $300,000,000.00
ORDINARY SHARES
DEBT
WARRANTS
RIGHTS AND
UNITS
OF
SAI.TECH GLOBAL CORPORATION
________________________
We may, from time to time, in one or more offerings,
offer and sell up to $300,000,000.00 of our Class A Ordinary Shares, par value $0.0001 per share, debt securities, warrants, rights,
and units, or any combination thereof, including in one or more series, together or separately, as described in this prospectus. We may
also offer securities of the types listed above that are convertible or exchangeable into one or more of the securities listed above.
In this prospectus, references to the term “securities” refers, collectively, to our Class A Ordinary Shares, debt securities,
warrants, rights, and units, and securities that may be convertible or exchangeable into the foregoing.
We may additionally, from time to time, offer
to sell the securities, through public or private transactions, directly or through underwriters, agents or dealers, on or off the Nasdaq
Capital Market, as applicable, at prevailing market prices or at privately negotiated prices. If any underwriters, agents or dealers are
involved in the sale of any of these securities, the applicable prospectus supplement will set forth the names of the underwriter, agent
or dealer and any applicable fees, commissions or discounts. The prospectus supplement for each offering of securities will describe in
detail the plan of distribution for that offering. For general information about the distribution of the securities offered, please see
“Plan of Distribution” in this prospectus.
This prospectus provides a general description
of the securities we may offer. Each time we sell securities pursuant to this prospectus, we will provide a supplement to this prospectus
that contains specific information about the offeror, the offering and the specific terms of the securities offered. This prospectus
may not be used to offer or sell any securities unless accompanied by the applicable prospectus supplement.
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 add, update, or change information contained in this prospectus. You should read carefully this prospectus, the applicable prospectus
supplement, and any related free writing prospectus, as well as the documents incorporated or deemed to be incorporated by reference,
before you invest in any of our securities.
Our Class A Ordinary Shares and warrants (the
“IPO Warrants”) are listed on the Nasdaq Capital Market, or “Nasdaq,” under the symbol “SAI” and
“SAITW,” respectively. On June 22, 2023, the last reported sale price of our Class A Ordinary Shares and IPO Warrants on
Nasdaq was $1.39 per share and $0.15 per warrant. Our Class A Ordinary Shares entitle each holder to one vote per share. Our Class B
ordinary shares, par value $0.0001 per share, entitle their holder to ten votes per share. See the section entitled “Description
of Ordinary Shares, IPO Warrants and Articles of Association – Ordinary Shares – Voting Rights” for additional
information.
Pursuant to General Instruction I.B.5 of Form
F-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float
in any 12-month period so long as our public float remains below $75 million. During the 12 calendar months prior to and including the
date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.
We are an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012 and are therefore eligible to take advantage of certain reduced reporting
requirements otherwise applicable to other public companies.
We are also a “foreign private issuer,”
as defined in the Exchange Act and are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and
procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal
shareholders are exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act.
Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies
whose securities are registered under the Exchange Act.
We are a “controlled company”
as defined under the Nasdaq Stock Market Rules. Risheng Li indirectly holds more than 50% of the shareholder voting power of our outstanding
share capital through his directly owned company, Energy Science Artist Holding Limited, and can exert substantial influence over matters
such as electing directors and approving material mergers, acquisitions, strategic collaborations or other business combination transactions.
For so long as we remain a controlled company as defined under that rule, we are exempt from, and our shareholders generally are not
provided with the benefits of, some of the Nasdaq Stock Market corporate governance requirements, including that our board be comprised
of a majority of independent directors.
Neither the U.S. Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
Investing in our securities involves a high
degree of risk. Before buying any securities you should carefully read the discussion of material risks of investing in such securities
in “Risk Factors” beginning on page 3 of this prospectus and other risk factors contained in the documents
incorporated by reference herein.
The date of this prospectus is July 19,
2023.
TABLE OF CONTENTS
You should rely only on the information contained
or incorporated by reference in this prospectus or any supplement. We have not authorized anyone else to provide you with different information.
The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume
that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document.
Our business, financial condition, results of operations and prospects may have changed since that date.
Except as otherwise set forth in this prospectus,
we have not taken any action to permit a public offering of these securities outside the United States or to permit the possession or
distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus
must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus
outside the United States.
To the extent there is a conflict between the
information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed
with the Securities and Exchange Commission before the date of this prospectus, on the other hand, you should rely on the information
in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated
by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process.
Under this shelf registration process, we may, from time to time, in one or more offerings, sell up to $300,000,000.00 of any combination
of the securities described in this prospectus.
This prospectus only provides you with a general
description of the securities we may offer. Each time we sell securities described herein, we will provide prospective investors with
a supplement to this prospectus that will contain specific information about the terms of that offering, including the specific amounts,
prices and terms of the securities offered. The prospectus supplement may also add to, update or change information contained in this
prospectus. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating
to these offerings. The prospectus supplement 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 any documents that we have incorporated by reference into this
prospectus. Accordingly, to the extent inconsistent, information in this prospectus is superseded by the information in any prospectus
supplement or any related free writing prospectus that we may authorize. You should 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 “Information Incorporated by Reference,” before investing in any of the securities offered.
Neither we, nor any agent, underwriter or dealer
has authorized anyone to provide you with different or additional information, other than that contained in this prospectus or in any
free writing prospectus prepared by or on behalf of us or to which we may have referred you, and neither we nor they take any responsibility
for, or provide any assurance as to the reliability of, any other information that others may give you. Neither we, nor any agent, underwriter
or dealer are making an offer to sell Class A Ordinary Shares in any jurisdiction where the offer or sale thereof is not permitted. You
should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover
of this prospectus, regardless of the time of delivery of this prospectus or any sale of our Class A Ordinary Shares. Our business, financial
condition, results of operations and prospects may have changed materially since those dates.
We may also provide a prospectus supplement or
post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus.
You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement
together with the additional information to which we refer you in the section of this prospectus entitled “Where You Can Find
More Information.”
For investors outside the United States: We have
not taken any action to permit the possession or distribution of this prospectus in any jurisdiction other than the United States where
action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves
about and observe any restrictions relating to the Class A Ordinary Shares and the distribution of this prospectus outside the United
States.
We are a company incorporated under the laws of
the Cayman Islands, and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we are currently
eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we are not required to file periodic reports
and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities
Exchange Act of 1934, as amended, or the Exchange Act.
Unless otherwise indicated or the context otherwise
requires, all references in this prospectus to the terms “SAI,” the “Company,” “we,” “us”
and “our” refer to SAI.TECH Global Corporation, a Cayman Islands exempted company, together as a group with its subsidiaries.
All references in this prospectus to “TradeUP” refer to TradeUP Global Corporation.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements
that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus,
documents incorporated by reference herein and any appliable prospectus supplement, including statements regarding SAI’s future
financial position, business strategy and plans and objectives of management for future operations, are forward- looking statements. In
some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,”
“expects,” “plans,” “anticipates,” “could,” “intends,” “targets,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential”
or “continue” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation,
SAI’s expectations concerning the outlook for its business, productivity, plans and goals for future operational improvements and
capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit
markets and expected future financial performance.
Forward-looking statements involve a number of
risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements.
Important factors that could cause such differences include, but are not limited to:
| ● | the Company’s financial performance following the Business Combination; |
| ● | the ability to maintain the listing of the Company’s Class A Ordinary Shares and IPO Warrants on
the Nasdaq Capital Market, following the Business Combination; |
| ● | the Company’s growth strategy, future operations, financial position, estimated revenues and losses,
projected capex, prospects and plans; |
| ● | the Company’s strategic advantages and the impact those advantages will have on future financial
and operational results; |
| ● | the implementation, market acceptance and success of the Company’s platform and new offerings; |
| ● | the Company’s approach and goals with respect to technology; |
| ● | the Company’s expectations regarding its ability to obtain and maintain intellectual property protection
and not infringe on the rights of others; |
| ● | changes in applicable laws or regulations; |
| ● | the outcome of any known and unknown litigation and regulatory proceedings; |
| ● | the outcome of any legal proceedings that may be instituted against the Company; |
| ● | our ability to recognize the anticipated benefits of the Business Combination, which may be affected by,
among other things, competition and the ability of the Company to grow and manage growth profitably following the Business Combination; |
| ● | costs related to the Business Combination; |
| ● | the ability to implement business plans, forecasts, and other expectations after the completion of the
Business Combination, and identify and realize additional opportunities; |
| ● | the Company’s ability to attract and retain users; |
| ● | the Company’s dependence upon third-party licenses; |
| ● | the Company’s lack of control over the providers of our content and their effect on our access to
music and other content; |
| ● | the risk that the Company may never achieve or sustain profitability; |
| ● | the risk that the Company will need to raise additional capital to execute its business plan, which may
not be available on acceptable terms or at all; |
| ● | the risk that the Company experiences difficulties in managing its growth and expanding operations; |
| ● | that the Company has identified material weaknesses in its internal control over financial reporting which,
if not corrected, could affect the reliability of the Company’s financial statements; and |
| ● | the possibility that the Company may be adversely affected by other economic, business, and/or competitive
factors. |
We caution you against placing undue reliance
on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking
statement is made. Forward-looking statements set forth herein speak only as of the date of such forward looking statements. We undertake
no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event
that any forward-looking statement is updated, no inference should be made that we will make additional updates with respect to that statement,
related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that
could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may
appear, in our public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are
advised to consult. For additional information, please see the section titled “Where You Can Find More Information.”
Market, ranking and industry data used throughout
this prospectus, including statements regarding market size, is based on the good faith estimates of our management, which in turn are
based upon our management’s review of internal surveys, independent industry surveys and publications, and other third party research
and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue
weight to such estimates. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve
risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in this prospectus and in our Annual Report on Form 20-F for the year ended December 31, 2022, which is incorporated by reference into
this prospectus.
MARKET,
INDUSTRY AND OTHER DATA
This prospectus contains estimates, projections,
and other information concerning our industry and business, as well as data regarding market research, estimates, and forecasts prepared
by our management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently
subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this
information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including
those described in the section entitled “Risk Factors.” Unless otherwise expressly stated, we obtained this industry,
business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other
third parties, industry and general publications, government data, and similar sources. In some cases, we do not expressly refer to the
sources from which this data is derived. When we refer to one or more sources of data in any paragraph, you should assume that other data
of the same type appearing in the same paragraph is derived from such sources, unless otherwise expressly stated or the context otherwise
requires. While we have compiled, extracted, and reproduced industry data from third-party sources (including any sources that we may
have paid for, sponsored, or conducted), we have not independently verified the data. Forecasts and other forward-looking information
with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding
the other forward-looking statements in this prospectus. See the section entitled “Cautionary Note Regarding Forward-Looking
Statements.”
TRADEMARKS,
TRADE NAMES AND SERVICE MARKS
This document contains references to trademarks,
trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred
to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the
applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do
not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement
or sponsorship of us by, any other companies.
SELECTED
DEFINITIONS
| ● | “Amended
and Restated Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of SAI,
effective April 29, 2022. |
| ● | “bitcoin” means the type of virtual currency based on an open source cryptographic protocol
existing on the Bitcoin Network. |
| ● | “Board” means the board of directors of SAI. |
| ● | “Business Combination” means the transactions contemplated by the Business Combination Agreement,
including, the merger; |
| ● | “Business Combination Agreement” means the Business Combination Agreement, as amended dated
as of September 27, 2021, among TradeUP, Merger Sub and Old SAI, as amended as of October 20, 2021, and January 26, 2022, and
March 22, 2022; |
| ● | “Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share,
of SAI; |
| ● | “Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share,
of SAI; |
| ● | “Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as amended, modified,
re-enacted or replaced; |
| ● | “Exchange Act” means the Securities Exchange Act of 1934, as amended; |
| ● | “GAAP” means generally accepted accounting principles in the United States; |
| ● | “IRS” means the U.S. Internal Revenue Service; |
| ● | “merger” means the merger of Merger Sub with Old SAI, with Old
SAI surviving such merger and Old SAI becoming a wholly owned subsidiary of TradeUP, pursuant to the Business Combination Agreement; |
| ● | “Merger Sub” means TGC Merger Sub, a Cayman Islands exempted company incorporated with limited
liability; |
| ● | “Nasdaq” means The Nasdaq Capital Market; |
| ● | “Old SAI” means SAITECH Limited, a Cayman Islands exempted company, before the Merger Effective
Time; |
| ● | “ordinary resolution” means an ordinary resolution under Cayman Islands law, being the affirmative
vote of the holders of a majority of the issued ordinary shares of the company that are present in person or represented by proxy and
entitled to vote thereon and who vote at the general meeting; |
| ● | “Ordinary Shares” means the Class A Ordinary Shares and the Class B Ordinary Shares; |
| ● | “PRC” means the People’s Republic of China; |
| ● | “public shares” means TradeUP Class A Ordinary Shares included in the units issued in the
TradeUP IPO; |
| ● | “redemption” means the right of public shareholders to have their public shares redeemed in
accordance with the procedures set forth in this registration statement; |
| ● | “SAI” means SAI.TECH Global Corporation (formerly named TradeUP Global Corporation) following
the consummation of the Business Combination; |
| ● | “SEC” means the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” means the U.S. Securities Act of 1933, as amended; |
| ● | “special resolution” means a special resolution under Cayman Islands law, being the affirmative
vote of the holders of at least a two-thirds majority of the issued Ordinary Shares of the company that are present in person or represented
by proxy and entitled to vote thereon and who vote at the general meeting; |
| ● | “Sponsor” means TradeUP Global Sponsor LLC, a Cayman Islands limited liability company; |
| ● | “TradeUP Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per
share, of TradeUP; |
| ● | “TradeUP IPO” means TradeUP’s initial public offering, consummated on May 3, 2021, through
the sale of 4,488,986 Units (including the 488,986 Units sold pursuant to the underwriters’ partial exercise of their over-allotment
option at $10.00 per unit); |
| ● | “TradeUP Warrant(s)” means the warrants included in the Units issued in the TradeUP IPO, each
of which is exercisable for one TradeUP Class A Ordinary Share, in accordance with its terms. |
| ● | “Units” means one TradeUP Class A Ordinary Share and one-half of one warrant, whereby each
warrant entitles the holder thereto to purchase one TradeUP Class A Ordinary Share at an exercise price of $11.50 per share, sold in the
TradeUP IPO; and |
| ● | “IPO Warrants” means the warrants issued upon the exchange of TradeUP Warrants in connection
with the closing of the Business Combination, each of which is exercisable for one Class A Ordinary Share, in accordance with its terms. |
SUMMARY
This summary highlights information contained
elsewhere in this prospectus or incorporated by reference in this prospectus. This summary may not contain all the information that may
be important to you, and we urge you to read this entire prospectus and the documents incorporated by reference in this prospectus carefully
before deciding to invest in our securities. For additional information, see “Where You Can Find More Information” in this
prospectus.
Overview
SAI.TECH Global Corporation is a global energy-saving
Bitcoin mining operator and a clean-tech company that integrates the bitcoin mining, power and heating industries. Since our founding
in 2019, we have been committed to developing comprehensive energy-saving solutions that can optimize the major costs of bitcoin mining
and promote clean energy transition. The uniqueness of our solutions is that we use proprietary liquid cooling and waste heat recovery
technology for bitcoin mining machines, which utilizes waste heat generated from bitcoin mining ASIC chips at 90% thermal efficiency to
provide recycled energy in form of steady 60-70°C hot water to potential heating customers while lowering mining operating costs.
Our mission is to globally become the most energy-efficient digital asset mining operation company, while simultaneously promote the clean
transition of the bitcoin mining, power and heating industries.
Stock Exchange Listing
SAI.TECH Global Corporation’s Class A Ordinary
Shares and IPO Warrants are listed on the Nasdaq Capital Market under the symbols “SAI” and “SAITW”, respectively.
Corporate Information
The mailing address of our principal executive
office is #01-05 Pearl’s Hill Terrace, Singapore, 168976. The telephone number of our principal executive office is +65 9656 5641.
Implications of Being an Emerging Growth Company
We are an emerging growth company as defined in
the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We are an emerging growth company until the earliest to
occur of: the last day of the fiscal year in which we have more than $1.07 billion in annual revenues; the date we qualify as a “large
accelerated filer,” with at least $700 million of equity securities held by non-affiliates; the issuance, in any three-year period,
by us of more than $1.0 billion in non-convertible debt securities; and the last day of the fiscal year ending after the fifth anniversary
of the closing of the Business Combination.
As an emerging growth company, we may take advantage
of certain exemptions from various reporting requirements that are applicable to other publicly traded entities that are not emerging
growth companies. These exemptions include: (i) the option to present only two years of audited financial statements and related discussion
in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
which is incorporated by reference to Item 5 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, in this prospectus;
(ii) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002; (iii)
not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, or PCAOB, regarding
mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial
statements (i.e., an auditor discussion and analysis); (iv) not being required to submit certain executive compensation matters to shareholder
advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes”; and (v)
not being required to disclose certain executive compensation related items such as the correlation between executive compensation and
performance and comparisons of the chief executive officer’s compensation to median employee compensation.
In addition, the JOBS Act provides that an emerging
growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows
an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies.
We have elected not to opt out of, and instead
to take advantage of, such extended transition period, which means that when a standard is issued or revised and it has different application
dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult
or impossible because of the potential differences in accounting standards used.
Implications of Being a Foreign Private Issuer
We are also considered a “foreign private
issuer.” Accordingly, we report under the Exchange Act of 1934, as amended, or the Exchange Act, as a non-U.S. company with foreign
private issuer status. This means that, even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign
private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic
public companies, including:
| ● | the sections of the Exchange
Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
| ● | the sections of the Exchange
Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from
trades made in a short period of time; and |
| ● | the rules under the Exchange
Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information,
or current reports on Form 8-K, upon the occurrence of specified significant events. |
We may take advantage of these exemptions until
such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of
our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of
our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States
or (iii) our business is administered principally in the United States.
In this prospectus and in the documents and information
incorporated by reference in this prospectus, we have taken advantage of certain of the reduced reporting requirements as a result of
being an emerging growth company and a foreign private issuer. Accordingly, the information contained in this prospectus and in the documents
incorporated by reference in this prospectus may be different than the information you receive from other public companies in which you
hold equity securities.
The Securities That May Be Offered
We may offer or sell Class A Ordinary Shares,
debt securities, warrants, rights, and units in one or more offerings and in any combination. Each time securities are offered with this
prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and terms of the securities being
offered and the net proceeds we expect to receive from that sale.
The securities may be sold to or through underwriters,
dealers or agents or directly to purchasers or as otherwise set forth in the section of this prospectus captioned “Plan of Distribution.”
Each prospectus supplement will set forth the names of any underwriters, dealers, agents or other entities involved in the sale of securities
described in that prospectus supplement and any applicable fee, commission or discount arrangements with them.
RISK
FACTORS
Investing in our securities involves risk. Before
making a decision to invest in our securities, you should carefully consider the risks in our most recent Annual Report on Form 20-F for
the year ended December 31, 2022, as filed with the SEC on April 19, 2023, and the updates, if any, to those risk factors in our reports
on Form 6-K incorporated by reference in this prospectus, together with all of the other information appearing or incorporated by reference
in this prospectus, in light of your particular investment objectives and financial circumstances. Although we discuss key risks in our
discussion of risk factors, new risks may emerge in the future, which may prove to be significant. We cannot predict future risks or estimate
the extent to which they may affect our business, results of operations, financial condition and prospects. See “Where You Can
Find More Information” and “Incorporation by Reference” elsewhere in this prospectus.
USE
OF PROCEEDS
Unless otherwise set forth in a prospectus supplement,
we currently intend to use the net proceeds of any offering of securities for working capital and other general corporate purposes. Accordingly,
we will have significant discretion in the use of any net proceeds. We may provide additional information on the use of the net proceeds
from the sale of the offered securities in an applicable prospectus supplement relating to the offered securities.
DIVIDEND
POLICY
We have never declared or paid any cash dividend and do not anticipate
paying any dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance operations and expand
our business. Our Board has sole discretion whether to pay dividends. If our Board decides to pay dividends, the form, frequency and amount
will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions
and other factors that our directors may deem relevant.
CAPITALIZATION
We intend to include information about our capitalization and indebtedness
in the prospectus and applicable prospectus supplements.
OFFER STATISTICS AND EXPECTED TIMETABLE
We may offer Class A Ordinary Shares, debt securities, warrants, rights,
and units, in one or more offerings, with a total aggregate offering price of up to $300,000,000.00. The actual price per Class A Ordinary
Share of the securities that we will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer.
See “Plan of Distribution.”
THE OFFER AND LISTING
Our Class A Ordinary Shares and IPO Warrants are
currently traded on the Nasdaq Capital Market under the symbol “SAI” and “SAITW” respectively. The Class A Ordinary
Shares and IPO Warrants began trading on Nasdaq on May 2, 2022.
DESCRIPTION OF SECURITIES
The descriptions of the securities contained in this prospectus, together
with the applicable prospectus supplements, summarize the material terms and provisions of the various types of securities that we may
offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities offered
by that prospectus supplement. If we so indicate in the applicable prospectus supplement, the terms of the securities may differ from
the terms we have summarized below.
We may sell from time to time, in one or more offerings, Class A Ordinary
Shares, debt, warrants to purchase Class A Ordinary Shares, rights and units comprising any combination of these securities.
In this prospectus, we refer to the Class A Ordinary Shares, debt,
warrants to purchase Class A Ordinary Shares, rights and units that may be offered by us collectively as “securities.” The
total dollar amount of all securities that we may issue under this prospectus will not exceed $300 million. The actual price per share
of the shares that we will offer, or per security of the securities that we will offer, pursuant hereto will depend on a number of factors
that may be relevant as of the time of offer.
This prospectus may not be used to consummate a sale of securities
unless it is accompanied by a prospectus supplement.
DESCRIPTION OF ORDINARY SHARES, IPO WARRANTS, AND ARTICLES OF ASSOCIATION
As of July 19, 2023, the Company had
14,113,299 Class A Ordinary Shares issued and outstanding, and 2,244,493 IPO Warrants to purchase Class A Ordinary Shares at an exercise
price of $11.50 per share issued and outstanding.
SAI is a Cayman Islands exempted company with limited liability and
immediately following consummation of the Business Combination its affairs have been governed by the Amended and Restated Memorandum and
Articles of Association, the Companies Act and the common law of the Cayman Islands.
SAI’s authorized share capital consists
of 350,000,000 shares of a par value of $0.0001 each, consisting of 330,369,366 Class A Ordinary Shares, 9,630,634 convertible Class
B Ordinary Shares and 10,000,000 preference shares.
All Class A Ordinary Shares issued and outstanding
at the consummation of the Business Combination were fully paid and non-assessable.
The following are summaries of material provisions of the Amended and
Restated Memorandum and Articles of Association and the Companies Act, insofar as they relate to the material terms of the Class A Ordinary
Shares.
Ordinary Shares
General
Holders of Class A Ordinary Shares and Class B Ordinary Shares generally
have the same rights except for voting, conversion and director appointment and removal rights. SAI maintains a register of its shareholders
and a shareholder is only entitled to a share certificate if the Board resolves that share certificates be issued.
Risheng Li controls the voting power of all of
the outstanding Class B Ordinary Shares. Although Mr. Li controls the voting power of all of the outstanding Class B Ordinary Shares,
his control over those shares is not permanent and is subject to reduction or elimination at any time or after certain periods as a result
of a variety of factors. As further described below, upon any transfer of Class B Ordinary Shares by a holder thereof to any person which
is not a permitted transferee under the Amended and Restated Memorandum and Articles of Association, those Class B Ordinary Shares will
automatically and immediately convert into Class A Ordinary Shares. In addition, all Class B Ordinary Shares will automatically convert
to Class A Ordinary Shares in certain other circumstances described below in “- Optional and Automatic Conversion.”
Dividends
The holders of Class A Ordinary Shares are entitled
to such dividends as may be declared by the Board as it may, in its discretion, lawfully declare from time to time. Class A Ordinary Shares
and Class B Ordinary Shares rank equally as to dividends and other distributions. The Amended and Restated Memorandum and Articles of
Association provides that dividends may be declared and paid out of our profits, realized or unrealized, out of the share premium account
or as otherwise permitted by law. No dividend may be made on any Class A Ordinary Shares unless a dividend in equal proportion is made
on the Class B Ordinary Shares. Except as otherwise provided by the rights attached to any Class A Ordinary Shares, dividends and other
distributions may be paid in any currency. Our Board may determine the basis of conversion for any currency conversions that may be required
and how any costs involved are to be met.
Voting Rights
In respect of all matters upon which holders of
Class A Ordinary Shares are entitled to vote, each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled
to ten votes. Voting at any meeting of shareholders will be by show of hands unless a poll is demanded.
Class A Ordinary Shares and Class B Ordinary Shares
vote together on all matters, except that we will not, without the approval of holders of a majority of the voting power of the Class
B Ordinary Shares, voting exclusively and as a separate class:
| ● | increase the number of authorized Class B Ordinary Shares; |
| ● | issue any Class B Ordinary Shares or securities convertible
into or exchangeable for Class B Ordinary Shares, other than to Risheng Li or his affiliates; |
| ● | create, authorize, issue, or reclassify into, any preference
shares in the capital of SAI or any shares in the capital of SAI that carry more than one vote per share; |
| ● | reclassify any Class B Ordinary Shares into any other class
of shares or consolidate or combine any Class B Ordinary Shares without proportionately increasing the number of votes per Class B Ordinary
Share; or |
| ● | amend, restate, waive, adopt any provision inconsistent with
or otherwise alter any provision of the Amended and Restated Memorandum and Articles of Association relating to the voting, conversion
or other rights, powers, preferences, privileges or restrictions of the Class B Ordinary Shares. |
An ordinary resolution to be passed by the shareholders
will require a simple majority of votes cast, including by all holders of a specific class of shares, if applicable, while a special resolution
will require not less than two-thirds of votes cast.
Optional and Automatic Conversion
Each Class B Ordinary Share is convertible into
one Class A Ordinary Share at any time at the option of the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary
Shares under any circumstances.
Upon any transfer of Class B Ordinary Shares by
a holder thereof to any person which is not a permitted transferee of such holder under the Amended and Restated Memorandum and Articles
of Association, each such Class B Ordinary Share will automatically and immediately convert into one Class A Ordinary Share. In case of
any transfer of Class B Ordinary Shares to a person who at any later time ceases to be a permitted transferee under the Amended and Restated
Memorandum and Articles of Association, we may refuse registration of any subsequent transfer except back to the transferor of such Class
B Ordinary Shares, and otherwise, such Class B Ordinary Shares will automatically and immediately convert into an equal number of Class
A Ordinary Shares.
Each Class B Ordinary Share will automatically
convert into one Class A Ordinary Share (as adjusted for share splits, share combinations and similar transactions) on the earliest to
occur of 5:00 p.m., Cayman Islands time:
| ● | on the first anniversary of Mr. Li’s death or incapacity;
or |
| ● | on a date determined by the Board during the period commencing 90 days
after, and ending 180 days after, the date on which Mr. Li is terminated for cause (and in the event of a dispute regarding whether there
was cause, cause will be deemed not to exist unless and until an affirmative ruling regarding such cause has been made by a court or arbitral
panel of competent jurisdiction, and such ruling has become final and non-appealable). |
Transfer of Ordinary Shares
Subject to applicable laws, including securities
laws, and the restrictions contained in the Amended and Restated Memorandum and Articles of Association and to any lock-up agreements
to which a shareholder may be a party, any shareholders may transfer all or any of their Class A Ordinary Shares by an instrument of transfer
in the usual or common form or any other form approved by the Board.
Class B Ordinary Shares may be transferred only
to a permitted transferee under the Amended and Restated Memorandum and Articles of Association and any Class B Ordinary Shares otherwise
will be converted into Class A Ordinary Shares.
If the Class A Ordinary Shares in question were
issued in conjunction with rights, options, warrants or units issued pursuant to the Amended and Restated Memorandum and Articles of Association
on terms that one cannot be transferred without the other, the Board will refuse to register the transfer of any such Class A Ordinary
Shares without evidence satisfactory to them of the like transfer of such right, option, warrant or unit.
Liquidation
The Class A Ordinary Shares and Class B Ordinary
Shares rank equally upon occurrence of any liquidation or winding up, in the event of which our assets will be distributed to, or the
losses will be borne by, shareholders in proportion to the par value of the shares held by them.
Redemption of Ordinary Shares
Subject to the provisions of the Companies Act,
we may issue shares that are to be redeemed or are liable to be redeemed at the option of the shareholder. The redemption of such shares
will be effected in such manner and upon such other terms as we may, by special resolution, determine before the issue of the shares.
Variations of Rights of Shares
Subject to certain provisions of the Amended and
Restated Memorandum and Articles of Association governing the Class B Ordinary Shares, if at any time our share capital is divided into
different classes of shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the shares
of that class) may be varied without the consent of the holders of the issued shares of that class where such variation is considered
by the directors not to have a material adverse effect upon such rights. Otherwise, any such variation will be made only with the consent
in writing of the holders of not less than two-thirds of the issued shares of that class, or with the approval of a resolution passed
by a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the shares of that class.
General Meetings of Shareholders
We will hold an annual general meeting at such
time and place as our Board will determine. At least five calendar days’ notice shall be given for any general meeting. The Board,
the chief executive officer or the chairman may call general meetings. The holders of a majority of the Class A Ordinary Shares being
individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy
shall be a quorum for all purposes; provided, that the presence in person or by proxy of holders of a majority of the Class B Shares shall
be required in any event.
Inspection of Books and Records
The Board will determine whether, to what extent,
at what times and places and under what conditions or regulations our accounts and books will be open to the inspection of our shareholders,
and no shareholder will otherwise have any right of inspecting any account or book or document except as required by the Companies Act
or authorized by shareholders in a general meeting.
Changes in Capital
We may from time to time by ordinary resolution,
subject to the rights of holders of Class B Ordinary Shares:
| ● | increase the share capital by such sum, to be divided into
shares of such classes and amount, as the resolution will prescribe; |
| ● | consolidate and divide all or any share capital into shares
of a larger amount than existing shares; |
| ● | sub-divide its existing shares or any of them into shares
of a smaller amount; provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced
share will be the same as it was in case of the share from which the reduced share is derived; or |
| ● | cancel any shares that at the date of the passing of the
resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the
shares so cancelled. |
Subject to the rights of Class B Ordinary Shares,
we may by special resolution reduce its share capital or any capital redemption reserve fund in any manner permitted by law.
Exempted Company
We are an exempted company with limited liability incorporated under
the laws of Cayman Islands. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that
is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted
company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges
listed below:
| ● | an exempted company does not have to file an annual return
of its shareholders with the Registrar of Companies of the Cayman Islands; |
| ● | an exempted company’s register of members is not open
to inspection; |
| ● | an exempted company does not have to hold an annual general
meeting; |
| ● | an exempted company may issue no par value shares; |
| ● | an exempted company may obtain an undertaking against the
imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
| ● | an exempted company may register by way of continuation in
another jurisdiction and be deregistered in the Cayman Islands; |
| ● | an exempted company may register as a limited duration company;
and |
| ● | an exempted company may register as a segregated portfolio
company. |
Preference Shares
The Amended and Restated Memorandum and Articles of Association authorize
10,000,000 preference shares and provide that preference shares may be issued from time to time in one or more series. The Board are be
authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special
rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our Board are able to, without
approval of holders of Class A Ordinary Shares, issue preference shares with voting and other rights that could adversely affect the voting
power and other rights of the holders of the Ordinary Shares and could have anti-takeover effects. The ability of the Board to issue preference
shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of SAI or the removal
of existing management. Although it is not expected that we will issue any preference shares, we cannot assure you that it will not do
so in the future.
IPO Warrants
Set forth below is also a description of the IPO
Warrants that are currently issued and outstanding. These are the same warrants issued and outstanding in connection with the TradeUP
initial public offering (the “TradeUP IPO”).
Each whole IPO Warrant entitles the registered
holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
on the later of one year from the closing of the TradeUP IPO and 30 days after April 29, 2022, except as discussed in the immediately
succeeding paragraph. Pursuant to the warrant agreement, a warrant holder may exercise its IPO Warrants only for a whole number of Class
A Ordinary Shares. This means only a whole IPO Warrant may be exercised at a given time by a warrant holder. No fractional IPO Warrants
will be issued upon separation of the Units and only whole IPO Warrants will trade. The IPO Warrants will expire five years after the
completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We are not obligated to deliver any Class A Ordinary
Shares pursuant to the exercise of an IPO Warrant and have no obligation to settle such IPO Warrant exercise unless a registration statement
under the Securities Act with respect to the Class A Ordinary Shares underlying the IPO Warrants is then effective and a prospectus relating
thereto is current, subject to us satisfying our obligations described below with respect to registration, or a valid exemption from registration
is available. No IPO Warrant will be exercisable and we will not be obligated to issue a Class A Ordinary Share upon exercise of an IPO
Warrant unless the Class A Ordinary Share issuable upon such IPO Warrant exercise has been registered, qualified or deemed to be exempt
under the securities laws of the state of residence of the registered holder of the IPO Warrants. In the event that the conditions in
the two immediately preceding sentences are not satisfied with respect to an IPO Warrant, the holder of such IPO Warrant will not be entitled
to exercise such IPO Warrant and such IPO Warrant may have no value and expire worthless. In no event will we be required to net cash
settle any IPO Warrant. In the event that a registration statement is not effective for the exercised IPO Warrants, the purchaser of a
Unit containing such IPO Warrant will have paid the full purchase price for the unit solely for the Class A Ordinary Share underlying
such Unit.
We have agreed to maintain the effectiveness of
a registration statement for the registration under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the IPO
Warrants and a current prospectus relating to those Class A Ordinary Shares until the IPO Warrants expire or are redeemed, as specified
in the warrant agreement;; provided that if Class A Ordinary Shares are at the time of any exercise of an IPO Warrant not listed on a
national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b) (1) of the
Securities Act, we may, at our option, require holders of IPO Warrants who exercise their IPO Warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, it will not be required to file or maintain in
effect a registration statement, but will use our commercially reasonable efforts to register or qualify the shares under applicable blue
sky laws to the extent an exemption is not available. If a registration statement covering the Class A Ordinary Shares issuable upon exercise
of the IPO Warrants is not effective by the 60th day after the closing of the Business Combination, warrant holders may, until
such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration
statement, exercise IPO Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another
exemption, but we will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent
an exemption is not available. In such event, each holder would pay the exercise price by surrendering the IPO Warrants for that number
of Class A Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A Ordinary
Shares underlying the IPO Warrants, multiplied by the excess of the “Fair Market Value” (defined below) less the exercise
price of the IPO Warrants by (y) the Fair Market Value and (B) 0.361. The “Fair Market Value” as used in this paragraph shall
mean the volume weighted average price of the Class A Ordinary Shares for the 10 trading days ending on the trading day prior to the date
on which the notice of exercise is received by the warrant agent.
Redemption of IPO Warrants when the price
per Class A Ordinary Share equals or exceeds $16.50
Once the IPO Warrants become exercisable, we may
redeem the outstanding IPO Warrants:
| ● | in whole and not in part; |
| ● | at a price of $0.01 per IPO Warrant; |
| ● | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
| ● | if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $16.50 per share (including
adjustments to the number of shares issuable upon exercise or the exercise price of an IPO Warrant as described under the heading “
- Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we
send the notice of redemption to the warrant holders. |
We will not redeem the IPO Warrants as described
above unless a registration statement under the Securities Act covering the issuance of the Class A Ordinary Shares issuable upon exercise
of the IPO Warrants is then effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day
redemption period. If and when the IPO Warrants become redeemable, we may exercise our redemption rights even if we are unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise
price. If the foregoing conditions are satisfied and we issue a notice of redemption of the IPO Warrants, each warrant holder will be
entitled to exercise his, her or its IPO Warrant prior to the scheduled redemption date. However, the price of the Class A Ordinary Shares
may fall below the $16.50 redemption trigger price (including adjustments to the number of shares issuable upon exercise or the exercise
price of an IPO Warrant as described under the heading “- Anti-dilution Adjustments”) as well as the $11.50 (for whole
shares) warrant exercise price after the redemption notice is issued.
No fractional Class A Ordinary Shares will be
issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to
the nearest whole number of the number of Class A Ordinary Shares to be issued to the holder. If, at the time of redemption, the IPO Warrants
are exercisable for a security other than the Class A Ordinary Shares pursuant to the warrant agreement, the IPO Warrants may be exercised
for such security. At such time as the IPO Warrants become exercisable for a security other than the Class A Ordinary Shares, we will
use our commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the IPO Warrants.
Redemption procedures
A holder of an IPO Warrant may notify us in writing
in the event it elects to be subject to a requirement that such holder will not have the right to exercise such IPO Warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the Class A Ordinary Shares issued
and outstanding immediately after giving effect to such exercise.
Anti-Dilution Adjustments
If the number of outstanding Class A Ordinary
Shares is increased by a capitalization or share dividend paid in Class A Ordinary Shares to all or substantially all holders of Class
A Ordinary Shares, or by a split-up of Class A Ordinary Shares or other similar event, then, on the effective date of such capitalization
or share dividend, split-up or similar event, the number of Class A Ordinary Shares issuable on exercise of each IPO Warrant will be increased
in proportion to such increase in the outstanding Class A Ordinary Shares. A rights offering made to all or substantially all holders
of Ordinary Shares entitling holders to purchase Class A Ordinary Shares at a price less than the “historical fair market value”
(as defined below) will be deemed a share dividend of a number of Class A Ordinary Shares equal to the product of (i) the number of Class
A Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that
are convertible into or exercisable for Class A Ordinary Shares) and (ii) one minus the quotient of (x) the price per Class A Ordinary
Share paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities
convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for Class A Ordinary Shares, there will
be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (ii) “historical fair market value” means the volume weighted average price of Class A Ordinary Shares as reported during
the 10 trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any time while the IPO
Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially
all of the holders of Class A Ordinary Shares on account of such Class A Ordinary Shares (or other securities into which the IPO Warrants
are then convertible), other than (1) as described above, (2) any cash dividends or cash distributions which, when combined on a per share
basis with all other cash dividends and cash distributions paid on the Class A Ordinary Shares during the 365-day period ending on the
date of declaration of such dividend or distribution, does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments
and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A Ordinary
Shares issuable on exercise of each IPO Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions
equal to or less than $0.50 per share, (3) to satisfy the redemption rights of the holders of Class A Ordinary Shares in connection with
a proposed initial business combination, (4) to satisfy the redemption rights of the holders of Class A Ordinary Shares in connection
with a shareholder vote to approve an amendment to the memorandum and articles of association that would affect the substance
or timing of its obligation to provide for the redemption of public shares in connection with an initial business combination or to redeem
100% of our public shares if it has not consummated an initial business combination within 18 months from the closing of this offering,
or (5) in connection with the redemption of public shares upon failure to complete an initial business combination, then the warrant exercise
price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value
of any securities or other assets paid on each Class A Ordinary Share in respect of such event.
If the number of outstanding Class A Ordinary
Shares is decreased by a consolidation, combination, reverse share split or reclassification of Class A Ordinary Shares or other similar
event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number
of Class A Ordinary Shares issuable on exercise of each IPO Warrant will be decreased in proportion to such decrease in outstanding Class
A Ordinary Shares.
Whenever the number of Class A Ordinary Shares
purchasable upon the exercise of the IPO Warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying
the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A
Ordinary Shares purchasable upon the exercise of the IPO Warrants immediately prior to such adjustment and (y) the denominator of which
will be the number of Class A Ordinary Shares so purchasable immediately thereafter.
In case of any reclassification or reorganization
of the outstanding Class A Ordinary Shares (other than those described above or that solely affects the par value of such Class A Ordinary
Shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in
which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding Class A
Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an
entirety or substantially as an entirety in connection with which we are dissolved, the registered holders of the IPO Warrants will thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the IPO Warrants and in lieu of
the Class A Ordinary Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the
kind and amount of Class A Ordinary Shares or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the IPO Warrants would have received
if such holder had exercised their IPO Warrants immediately prior to such event.
The IPO Warrants were issued in registered form
under a warrant agreement between VStock Transfer, LLC, as warrant agent, and TradeUP. The warrant agreement provides that the terms of
the IPO Warrants may be amended without the consent of any holder for the purpose of: (1) curing any ambiguity or correct any mistake,
including to conform the provisions of the warrant agreement to the description of the terms of the IPO Warrants and the warrant agreement
set forth in this registration statement, or defective provision; (2) amending the provisions relating to cash dividends on Ordinary Shares
as contemplated by and in accordance with the warrant agreement; or (3) adding or changing any provisions with respect to matters or questions
arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem
to not adversely affect the rights of the registered holders of the IPO Warrants. You should review a copy of the warrant agreement, which
was filed as an exhibit to the registration statement for the TradeUP IPO for a complete description of the terms and conditions applicable
to the IPO Warrants and is filed as an exhibit hereto.
The warrant holders do not have the rights or
privileges of holders of Class A Ordinary Shares and any voting rights until they exercise their IPO Warrants and receive Class A Ordinary
Shares. After the issuance of Class A Ordinary Shares upon exercise of the IPO Warrants, each holder will be entitled to one vote for
each share held of record on all matters to be voted on by shareholders.
Enforceability of Civil Liability under Cayman
Islands Law
SAI has been advised by Harney Westwood &
Riegels, its Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (1) to recognize or enforce against SAI
judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States
or any state and (2) in original actions brought in the Cayman Islands, to impose liabilities against SAI predicated upon the civil liability
provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are
penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the
United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction
without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an
obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced
in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine
or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained
in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards
of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings
if concurrent proceedings are being brought elsewhere.
Anti-Money Laundering - Cayman Islands
If any person in the Cayman Islands knows or suspects
or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved
with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the
course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report
such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (As
Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank
of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if the
disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of
confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
DESCRIPTION OF WARRANTS
General
The following summary of certain description of
warrants, and any description of warrants in the applicable prospectus supplement, does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the provisions of the warrant agreement and warrant certificate that will be filed with
the SEC in connection with the offering of such warrants.
We may issue warrants to purchase Class A Ordinary
Shares, preference shares or debt securities of us. Warrants may be issued independently or together with any other securities and may
be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered
into between us and a warrant agent that will be named in the applicable prospectus supplement. The warrant agent will act solely as our
agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants. The terms of
any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable
prospectus supplement.
The applicable prospectus supplement will describe
the following terms of any warrants in respect of which this prospectus is being delivered:
| ● | the title of such warrants; |
| ● | the aggregate number of the warrants offered; |
| ● | the price or prices at which the warrants will be issued
and exercised; |
| ● | the currency or currencies in which the price of such warrants
will be payable; |
| ● | the securities purchasable upon exercise of such warrants; |
| ● | the date on which the right to exercise such warrants shall
commence and the date on which such right shall expire; |
| ● | if applicable, the minimum or maximum amount of such warrants
which may be exercised at any one time; |
| ● | if applicable, the designation and terms of the securities
with which such warrants are issued, and the number of such warrants issued with each such security; |
| ● | if applicable, the date on and after which such warrants
and the related securities will be separately transferable; |
| ● | if the warrants are issued as a unit with another security,
the date on and after which the warrants and the other security will be separately transferable; |
| ● | information with respect to book-entry procedures, if
any; |
| ● | if applicable, any material Cayman Islands or United States
federal income tax consequences; |
| ● | the effect of any merger, consolidation, sale or other disposition
of our business on the warrant agreement and the warrants; |
| ● | the anti-dilution provisions of the warrants, if any;
and |
| ● | any other terms of such warrants, including terms, procedures
and limitations relating to the transferability, adjustment, modification, redemption, exchange, and exercise of the warrants, if applicable. |
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 ordinary shares or preference
shares, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights,
if any. |
Each warrant agent 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.
We and the warrant agent may amend or supplement
the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes
that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders
of the warrants.
DESCRIPTION OF DEBT SECURITIES
We may issue series of debt securities, which
may include debt securities exchangeable for or convertible into ordinary shares or preference shares. When we offer to sell a particular
series of debt securities, we will describe the specific terms of that series in a supplement to this prospectus. The following description
of debt securities will apply to the debt securities offered by this prospectus unless we provide otherwise in the applicable prospectus
supplement. The applicable prospectus supplement for a particular series of debt securities may specify different or additional terms.
The debt securities offered by this prospectus
may be secured or unsecured, and may be senior debt securities, senior subordinated debt securities or subordinated debt securities. The
debt securities offered by this prospectus may be issued under an indenture between us and the trustee under the indenture. The indenture
may be qualified under, subject to, and governed by, the Trust Indenture Act of 1939, as amended. We have summarized selected
portions of the indenture below (the “Indenture”). The summary is not complete. The form of the Indenture has been filed as
an exhibit to the registration statement on Form F-3, of which this prospectus is a part, and you should read the Indenture for provisions
that may be important to you.
The terms of each series of debt securities will be established by
or pursuant to a resolution of our Board and detailed or determined in the manner provided in a Board resolution, an officers’ certificate
and by a supplemental indenture. The particular terms of each series of debt securities will be described in a prospectus supplement relating
to the series, including any pricing supplement.
We may issue any amount of debt securities under
the Indenture, which may be in one or more series with the same or different maturities, at par, at a premium or at a discount. We will
set forth in a prospectus supplement, including any related pricing supplement, relating to any series of debt securities being offered,
the initial offering price, the aggregate principal amount offered and the terms of the debt securities, including, among other things,
the following:
| ● | the title of the debt securities; |
| ● | the price or prices (expressed as a percentage of the aggregate
principal amount) at which we will sell the debt securities; |
| ● | any limit on the aggregate principal amount of the debt securities; |
| ● | the date or dates on which we will repay the principal on
the debt securities and the right, if any, to extend the maturity of the debt securities; |
| ● | the rate or rates (which may be fixed or variable) per annum
or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index)
at which the debt securities will bear interest, if any, the date or dates from which interest, if any, will accrue, the date or dates
on which interest, if any, shall commerce and will be payable and any regular record date for any interest payment date; |
| ● | the place or places where the principal of, premium, and
interest, if any, on the debt securities will be payable, and where the debt securities of the series that are convertible or exchangeable
may be surrendered for conversion or exchange; |
| ● | any obligation or right we have to redeem the debt securities
pursuant to any sinking fund or analogous provisions or at the option of holders of the debt securities or at our option, and the terms
and conditions upon which we are obligated to or may redeem the debt securities; |
| ● | any obligation we have to repurchase the debt securities
at the option of the holders of debt securities, the dates on which and the price or prices at which we will repurchase the debt securities
and other detailed terms and provisions of these repurchase obligations; |
| ● | the denominations in which the debt securities will be issued; |
| ● | whether the debt securities will be issued in the form of
certificated debt securities or global debt securities; |
| ● | the portion of principal amount of the debt securities payable
upon declaration of acceleration of the maturity date, if other than the principal amount; |
| ● | the currency of denomination of the debt securities; |
| ● | the designation of the currency, currencies or currency units
in which payment of principal of, premium and interest on the debt securities will be made; |
| ● | if payments of principal of, premium or interest, if any,
on, the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities
are denominated, the manner in which the exchange rate with respect to these payments will be determined; |
| ● | the manner in which the amounts of payment of principal of,
premium or interest, if any, on, the debt securities will be determined, if these amounts may be determined by reference to an index
based on a currency or currencies other than that in which the debt securities are denominated or designated to be payable or by reference
to a commodity, commodity index, stock exchange index or financial index; |
| ● | any provisions relating to any security provided for the
debt securities; |
| ● | any addition to or change in the events of default described
in the Indenture with respect to the debt securities and any change in the acceleration provisions described in the Indenture with respect
to the debt securities; |
| ● | any addition to or change in the covenants described in the
Indenture with respect to the debt securities; |
| ● | whether the debt securities will be senior or subordinated
and any applicable subordination provisions; |
| ● | a discussion of material income tax considerations applicable
to the debt securities; |
| ● | any other terms of the debt securities, which may modify
any provisions of the Indenture as it applies to that series; and |
| ● | any depositaries, interest rate calculation agents, exchange
rate calculation agents or other agents with respect to the debt securities. |
We may issue debt securities that are exchangeable
for and/or convertible into ordinary shares or preference shares. The terms, if any, on which the debt securities may be exchanged and/or
converted will be set forth in the applicable prospectus supplement. Such terms may include provisions for exchange or conversion, which
can be mandatory, at the option of the holder or at our option, and the manner in which the number of ordinary shares, preference shares
or other securities to be received by the holders of debt securities would be calculated.
We may issue debt securities that provide for
an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant to
the terms of the Indenture. We will provide you with information on the U.S. federal income tax considerations, and other special
considerations applicable to any of these debt securities in the applicable prospectus supplement. If we denominate the purchase price
of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and any
premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units,
we will provide you with information on the restrictions, elections, specific terms and other information with respect to that issue of
debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.
We may issue debt securities of a series in whole
or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the prospectus
supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged
in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for
such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such
depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms
of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial
interests in a global security will be described in the applicable prospectus supplement.
The indenture and the debt securities will be governed by, and construed
in accordance with, the internal laws of the State of Delaware, unless we otherwise specify in the applicable prospectus supplement.
DESCRIPTION OF RIGHTS
The following summary of certain description of
the rights, and any description of rights in the applicable prospectus supplement, does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the right agreement and provisions of the certificate evidencing the rights that will be
filed with the SEC in connection with the offering of such rights.
We may issue rights to purchase Class A Ordinary
Shares, preference shares or debt securities that we may offer to our securityholders. The rights may be issued independently or together
with any other offered security. The rights may or may not be transferable by the persons purchasing or receiving the rights. In connection
with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons
pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights
offering. Each series of rights will be issued under a separate rights agent agreement to be entered into between us and a bank or trust
company, as rights agent, that we will name in the applicable prospectus supplement. The rights agent will act solely as our agent in
connection with the rights and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates
or beneficial owners of rights.
The prospectus supplement relating to any rights
that we offer will describe specific terms relating to the offering, including, among other matters:
| ● | the title of the rights; |
| ● | the date of determining the securityholders entitled to the
rights distribution; |
| ● | the securities for which the rights are exercisable; |
| ● | the aggregate number of rights issued and the aggregate number
of shares of ordinary shares or preference shares, or aggregate principal amount of debt securities purchasable upon exercise of the
rights; |
| ● | the date on which the right to exercise the rights will commence
and the date on which the rights will expire; |
| ● | the extent to which the rights include an over-subscription privilege
with respect to unsubscribed securities; |
| ● | if applicable, a discussion of the material Cayman Islands
or United States federal income tax considerations applicable to the issuance or exercise of such rights; |
| ● | 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 |
| ● | the material terms of the rights, including terms, transferability,
conditions to completion of the rights offering, procedures and limitation relating to the exchange and exercise of such rights. |
Each right would entitle the holder of the rights
to purchase for cash the principal amount of shares of ordinary shares, preference shares or debt securities at the exercise price set
forth in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date
for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights
will become void.
If less than all of the rights issued in any rights
offering are exercised, we may offer any unsubscribed securities directly to persons other than our security holders, to or through agents,
underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable
prospectus supplement.
DESCRIPTION OF UNITS
The following summary of certain description of,
and any description of units in the applicable prospectus supplement, does not purport to be complete and is subject to and is qualified
in its entirety by reference to the unit agreement and, if applicable, collateral arrangements and depository arrangements relating to
such units, as well as the provisions of the certificate evidencing the units that will be filed with the SEC in connection with the offering
of the units.
We may issue units comprised of one or more of
the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each
included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held
or transferred separately, at any time or at any time before a specified date or occurrence.
The applicable prospectus supplement may describe:
| ● | 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 description of the terms of any unit agreement governing
the units; |
| ● | any provisions for the issuance, payment, settlement, transfer
or exchange of the units or of the securities comprising the units; and |
| ● | whether the units will be issued in fully registered or global
form. |
MATERIAL
TAX CONSIDERATIONS
The following discussion of United States federal
income tax consequences of an investment in our securities is based upon laws and relevant interpretations thereof in effect as of the
date of this registration statement, all of which are subject to change or differing interpretation, possibly with retroactive effect.
This summary does not deal with all possible tax consequences relating to an investment in our securities, such as the tax consequences
under U.S. state and local tax laws or under the tax laws of jurisdictions other than the United States.
U.S. Federal Income Tax Considerations
of Class A Ordinary Shares and IPO Warrants
Taxation of Dividends and Other Distributions
on Class A Ordinary Shares
Subject to the PFIC rules discussed below, if
SAI makes a distribution of cash or other property to a U.S. Holder of Class A Ordinary Shares, such distributions will generally be treated
as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of SAI’s current or accumulated earnings
and profits (as determined under U.S. federal income tax principles). Such dividends will be taxable to a corporate U.S. Holder at regular
rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends
received from other domestic corporations.
Distributions in excess of such earnings and profits
will generally be applied against and reduce the U.S. Holder’s basis in its Class A Ordinary Shares (but not below zero) and, to
the extent in excess of such basis, will be treated as gain from the sale or exchange of such Class A Ordinary Shares.
With respect to non-corporate U.S. Holders, dividends
will generally be taxed at preferential long-term capital gains rates only if Class A Ordinary Shares are readily tradable on an established
securities market in the United States (such as Nasdaq) and certain other requirements are met, including that SAI is not treated as a
PFIC during the taxable year in which the dividend is paid or in the previous year. U.S. Holders should consult their tax advisors regarding
the availability of the lower rate for any dividends paid with respect to our Class A Ordinary Shares.
Sale, Exchange, Redemption or Other Taxable
Disposition of SAI Securities
Subject to the PFIC rules discussed below, upon
a sale or other taxable disposition of SAI securities, a U.S. Holder will generally recognize capital gain or loss. The amount of gain
or loss recognized will generally be equal to the difference between (i) the sum of the amount of cash and the fair market value of any
property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its securities.
Under tax law currently in effect long-term capital
gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced rate of tax. Capital gain
or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the Class A Ordinary Shares or IPO
Warrants exceeds one year. The deductibility of capital losses is subject to various limitations.
Exercise or Lapse of an IPO Warrant
Subject to the PFIC rules discussed below, a U.S.
Holder will generally not recognize gain or loss upon the exercise of an IPO Warrant for cash. A Class A Ordinary Share acquired pursuant
to the exercise of an IPO Warrant for cash will generally have a tax basis equal to the U.S. Holder’s tax basis in the IPO Warrant,
increased by the amount paid to exercise the IPO Warrant.
It is unclear whether a U.S. Holder’s holding
period for the Class A Ordinary Share will commence on the date of exercise of the IPO Warrant or the day following the date of exercise
of the IPO Warrant; in either case, the holding period will not include the period during which the U.S. Holder held the IPO Warrant.
If an IPO Warrant is allowed to lapse unexercised, a U.S. Holder will generally recognize a capital loss equal to such holder’s
tax basis in the IPO Warrant.
Because of the absence of authority specifically
addressing the treatment of a cashless exercise of IPO Warrants under U.S. federal income tax law, the treatment of such a cashless exercise
is unclear. A cashless exercise may be tax-free, either because the exercise is not a realization event or because the exercise is treated
as a recapitalization for U.S. federal income tax purposes. Alternatively, a cashless exercise could be treated as a taxable exchange
in which gain or loss would be recognized.
In either tax-free situation, a U.S. Holder’s
tax basis in the Class A Ordinary Shares received would generally equal the U.S. Holder’s tax basis in the IPO Warrants. If a cashless
exercise is not treated as a realization event, it is unclear whether a U.S. Holder’s holding period for the Class A Ordinary Shares
received on exercise will be treated as commencing on the date of exercise of the IPO Warrant or the following day. If a cashless exercise
is treated as a recapitalization, the holding period of the Class A Ordinary Shares received will include the holding period of the IPO
Warrants.
If a cashless exercise is treated as a taxable
exchange, a U.S. Holder could be deemed to have surrendered IPO Warrants with an aggregate fair market value equal to the exercise price
for the total number of IPO Warrants to be exercised. In this case, the U.S. Holder would recognize capital gain or loss in an amount
equal to the difference between the fair market value of the IPO Warrants deemed surrendered and the U.S. Holder’s tax basis in
such IPO Warrants. A U.S. Holder’s tax basis in the Class A Ordinary Shares received would equal the sum of the U.S. Holder’s
initial investment in the IPO Warrants exercised (i.e., the U.S. Holder’s purchase price for the IPO Warrant (or the portion of
such U.S. Holder’s purchase price for Units that is allocated to the IPO Warrant) and the exercise price of such IPO Warrants).
It is unclear whether a U.S. Holder’s holding period for the Class A Ordinary Shares would commence on the date of exercise of the
Warrant or the day following the date of exercise of the IPO Warrant.
Due to the absence of authority on the U.S. federal
income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding
periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding
the tax consequences of a cashless exercise.
Subject to the PFIC rules described below, if
SAI redeems IPO Warrants for cash pursuant to the redemption provisions of the IPO Warrants or if SAI purchases IPO Warrants in an open
market transaction, such redemption or purchase will generally be treated as a taxable disposition to the U.S. Holder, taxed as described
above under “- Sale, Exchange, Redemption or Other Taxable Disposition of SAI Securities.”
Passive Foreign Investment Company Considerations
Certain adverse U.S. federal income tax consequences
could apply to a U.S. holder if SAI, or any of its subsidiaries, is treated as a PFIC for any taxable year during which the U.S. Holder
holds SAI securities. A non-U.S. corporation will be classified as a PFIC for any taxable year (a) if at least 75% of its gross income
consists of passive income, such as dividends, interest, rents and royalties (except for rents and royalties earned in the active conduct
of a trade or business), and gains on the disposition of property that produces such income, or (b) if at least 50% of the average value
of its assets (determined on the basis of a quarterly average) is attributable to assets that produce, or are held for the production
of, passive income (including for this purpose its pro rata share of the gross income and assets of any entity in which it is considered
to own at least 25% of the interest, by value).
Whether SAI or any of its subsidiaries is treated
as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year
and, thus, is subject to significant uncertainty. Among other factors, fluctuations in the market price of Class A Ordinary Shares how
quickly SAI uses liquid assets and cash may influence whether SAI or any of its subsidiaries is treated as PFIC. Accordingly, SAI is unable
to determine whether SAI or any of its subsidiaries will be treated as a PFIC for the taxable year of the Business Combination or for
future taxable years, and there can be no assurance that SAI or any of its subsidiaries will not be treated as a PFIC for any taxable
year. Moreover, SAI does not expect to provide a PFIC annual information statement for 2021 or going forward.
If SAI were characterized as a PFIC for any taxable
year, U.S. Holders of SAI securities would suffer adverse tax consequences. These consequences may include having gains realized on the
disposition of SAI securities treated as ordinary income rather than capital gains and being subject to punitive interest charges on certain
dividends and on the proceeds of the sale or other disposition of the SAI securities. U.S. Holders would also be subject to annual information
reporting requirements. In addition, if SAI were a PFIC in a taxable year in which SAI paid a dividend or the prior taxable year, such
dividends would not be eligible to be taxed at the reduced rates applicable to qualified dividend income (as discussed above). Certain
elections (including a mark-to-market election) may be available to U.S. Holders to mitigate some of the adverse tax consequences resulting
from PFIC treatment. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to their ownership
of the SAI securities.
Cayman Islands Tax Considerations
The following is a discussion on certain Cayman
Islands income tax consequences of an investment in the securities of SAI. The discussion is a general summary of present law, which is
subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances,
and does not consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws
Payments of dividends and capital in respect of
our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend
or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income
or corporate tax. The Cayman Islands currently has no income, corporate or capital gains tax and no estate duty, inheritance tax or gift
tax.
No stamp duty is payable in respect of the issue
of the IPO Warrants. An instrument of transfer in respect of an IPO Warrant is stampable if executed in or brought into the Cayman Islands.
No stamp duty is payable in respect of the issue
of Ordinary Shares or on an instrument of transfer in respect of such shares.
SAI.TECH Global Corporation has been incorporated
under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking
from the Financial Secretary of the Cayman Islands substantially in the following form:
The Tax Concessions Act
(As Revised)
Undertaking as to Tax Concessions
In accordance with the provision of The Tax Concessions
Act (As Revised), the following undertaking is hereby given to SAI.TECH Global Corporation (the “Company”):
| (a) | That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income,
gains or appreciations shall apply to the Company or its operations; and |
| (b) | In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature
of estate duty or inheritance tax shall be payable: |
| (i) | On or in respect of the shares, debentures or other obligations of the Company; or |
| (ii) | by way of the withholding in whole or part, of any relevant payment as defined in the Tax Concessions
Act (As Revised). |
These concessions shall be for a period of 20
years from the 29th of January 2021.
PLAN
OF DISTRIBUTION
We may sell the securities in one or more of the
following ways (or in any combination) from time to time:
|
● |
through underwriters or dealers; |
|
● |
directly to a limited number of purchasers or to a single purchaser; |
|
● |
through any other method permitted by applicable law and described in the applicable prospectus supplement. |
The distribution of our securities may be carried
out, from time to time, in one or more transactions, including:
|
● |
block transactions and transactions on the Nasdaq Capital Market or any other organized market where the securities may be traded; |
|
● |
purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement; |
|
● |
ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers; |
|
● |
sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; or |
|
● |
sales in other ways not involving market makers or established trading markets, including direct sales to purchasers. |
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 any underwriters, dealers or agents; |
|
● |
the method of distribution; |
|
● |
the public offering price or purchase price and the proceeds to us from that sale; |
|
● |
the expenses of the offering; |
|
● |
any discounts or commissions to be allowed or paid to the underwriters, dealers or agents; |
|
● |
all other items constituting underwriting compensation and the discounts and commissions to be allowed or paid to dealers, if any; and |
|
● |
any other information regarding the distribution of the securities that we believe to be material. |
Underwriters may offer and sell the securities
at a fixed price or prices, which may be changed, or from time to time at market prices prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated prices. We may, from time to time, authorize agents acting on a best or reasonable efforts
basis as our agents to solicit or receive offers to purchase the securities upon the terms and conditions as are set forth in the applicable
prospectus supplement. In connection with the sale of securities, underwriters or agents may be deemed to have received compensation from
us in the form of underwriting discounts or commissions and may also receive commissions from purchasers of securities for whom they may
act as agent. Underwriters may sell securities to or through dealers, and dealers may receive compensation in the form of discounts, concessions
or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent.
Underwriters, dealers and agents who participate
in the distribution of securities and their controlling persons may be entitled, under agreements that may be entered into with us to
indemnification by us against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to
payments that the underwriters, dealers or agents and their controlling persons may be required to make in respect of those liabilities.
We may also make direct sales through subscription
rights distributed to our existing shareholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription
rights to our shareholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly
to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the
unsubscribed securities to third parties.
Certain persons participating in an offering may
engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under
the Exchange Act that stabilize, maintain or otherwise affect the price of the offered securities. If any such activities will occur,
they will be described in the applicable prospectus supplement.
LEGAL
MATTERS
The legality of the securities offered by this prospectus and certain
other Cayman Islands legal matters will be passed upon for SAI by Harney Westwood & Riegels. Certain legal matters relating to U.S.
federal law will be passed upon for SAI by Winston & Strawn LLP.
EXPERTS
The consolidated financial statements of SAI appearing
in our 2022 Annual Report for the year ended December 31, 2022 have been audited by Audit Alliance LLP, an independent registered public
accounting firm, as stated in their report.
EXPENSES OF THE ISSUANCE AND DISTRIBUTION
Set forth below is an itemization of the total
expenses which are expected to be incurred in connection with the registration of the securities registered hereby. With the exception
of the registration fee payable to the SEC, all amounts are estimates.
Expense | |
Amount | |
SEC registration fee | |
$ | 33,060 | |
Printing expenses | |
$ | - | |
Legal fees and expenses | |
$ | - | |
Accounting fees and expenses | |
$ | - | |
Miscellaneous | |
$ | - | |
Total | |
$ | 33,060 | |
ENFORCEABILITY
OF CIVIL LIABILITY
SAI is incorporated as an exempted company under
the laws of the Cayman Islands. Service of process upon SAI and upon its directors and officers named in this prospectus, substantially
all of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, because substantially
all of SAI’s assets and substantially all of SAI’s directors and officers are located outside the United States, any judgment
obtained in the United States against SAI or any of its directors and officers may not be collectible within the United States.
SAI has appointed Winston & Strawn LLP as
its agent to receive service of process in any action against SAI in any U.S. federal or state court arising out of the Transactions.
The address of SAI’s agent is 800 Capitol Street, STE. 2400, Houston, TX 77002.
SAI has been advised by its Cayman Islands legal
counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce judgments of courts of the United States predicated
upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought
in the Cayman Islands, to impose liabilities predicated upon the civil liability provisions of the federal securities laws of the United
States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there
is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize
and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle
that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been
given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and
conclusive and for a liquidated sum and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment
in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and/or be of a kind the enforcement of which
is contrary to natural justice or the public policy of the Cayman Islands.
SAI has also been advised by its PRC legal counsel
that the recognition and enforcement of foreign judgments are subject to compliance with the PRC Civil Procedures Law and relevant civil
procedure requirements in the PRC. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil
Procedures Law based either on treaties between the PRC and the country where the judgment is made or on reciprocity between jurisdictions.
The PRC does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal
recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce
a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law
or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce
a judgment rendered by a court in the United States or in the Cayman Islands.
WHERE
YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements
of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form
20-F and reports on Form 6-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements
and other information we have filed electronically with the SEC. As a foreign private issuer, we are exempt under the Exchange Act from,
among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal
shareholders are exempt from the reporting and short- swing profit recovery provisions contained in Section 16 of the Exchange Act. In
addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as
promptly as U.S. companies whose securities are registered under the Exchange Act.
We have filed with the SEC a “shelf’
registration statement (including amendments and exhibits to the registration statement) on Form F-3 under the Securities Act of 1933,
as amended, with respect to the ordinary shares offered by this prospectus. This prospectus does not contain all of the information included
in the registration statement. For further information pertaining to us and our securities, you should refer to the registration statement
and our exhibits.
We are subject to the informational reporting
requirements of the Exchange Act. We file reports and other information with the SEC under the Exchange Act. Our SEC filings are available
over the Internet at the SEC’s website at http://www.sec.gov. Our website address is www.sai.tech. The information
on, or that can be accessed through, our website is not part of this prospectus.
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
those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with
the SEC will automatically update and supersede this information. The information incorporated by reference is considered to be part of
this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we
are incorporating by reference as of their respective dates of filing are:
| ● | Our Annual Report on Form 20-F for the year ended December 31, 2022, filed on April 19, 2023; |
All subsequent annual reports filed by us pursuant
to the Exchange Act on Form 20-F prior to the termination of the offering shall be deemed to be incorporated by reference to this prospectus
and to be a part hereof from the date of filing of such documents. We may also incorporate part or all of any Form 6-K subsequently submitted
by us to the SEC prior to the termination of the offering by identifying in such Forms 6-K that they, or certain parts of their contents,
are being incorporated by reference herein, and any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus
and to be a part hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
We will provide you without charge, upon your
written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents
which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to us at: SAI.TECH
Global Corporation, #01-05 Pearl’s Hill Terrace, Singapore, 168976. Attention: Arthur Lee, Chief Executive Officer, telephone number:
+65 9656 5641.
SAI.TECH GLOBAL CORPORATION
UP TO $300,000,000.00
ORDINARY SHARES, DEBT,
WARRANTS, RIGHTS AND UNITS
The date of this prospectus is July 19,
2023
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to
which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful
default, fraud or the consequences of committing a crime.
The articles of association of the Company provide
that we shall indemnify our directors and officers (each, an “indemnified person”) to the maximum extent permitted by law
against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person,
other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s business
or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his/her duties, powers, authorities
or discretions, including, without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by
such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in
any court whether in the Cayman Islands or elsewhere.
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 such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 9. Exhibits and Financial Statements Schedules
(a) Exhibits.
The following exhibits are filed herewith unless
otherwise indicated:
* |
To be filed as an exhibit
to a post-effective amendment to this registration statement or as an exhibit to a report filed under the Exchange Act and incorporated
herein by reference. |
** |
Previously filed. |
| + | Indicates management contract or compensatory plan or arrangement. |
| # | Portions of this exhibit have been omitted in accordance with
Item 601(b)(10)(iv) of Regulation S-K. |
Item 10. Undertakings
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales of the securities registered hereby are being made,
a post-effective amendment to the registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement; |
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. |
| (4) | To file a post-effective amendment to the registration statement
to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided
that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the
date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form
20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form
F-3. |
| (5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each
prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. 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 first use, 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 date of first use. |
| (6) | That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser
in the initial distribution of the securities, 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 such undersigned Registrant; |
| (iii) | the portion of any other free writing prospectus relating to the offering containing material information
about such undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
| (iv) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
| (b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 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
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 Act and will be governed by
the final adjudication of such issue. |
| (c) | The undersigned registrant hereby undertakes that: |
| (1) | For purposes of determining any liability under the Securities Act of 1933, 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. |
| (2) | For the purpose of determining any liability under the Securities Act of 1933, 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. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form F-3 has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
on July 19, 2023.
|
SAI.TECH Global Corporation |
|
|
|
By: |
/s/ Risheng Li |
|
Name: |
Risheng Li |
|
Title: |
Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates
indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Risheng Li |
|
Director and Chief Executive
Officer |
|
July 19, 2023 |
Risheng
Li |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
* |
|
Chief Financial Officer |
|
July 19, 2023 |
Ian
Chow |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Director |
|
July 19, 2023 |
Hao
Ge |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
July 19, 2023 |
Yao
Shi |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
July 19, 2023 |
Jinlong
Zhu |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
July 19, 2023 |
Yusen
Chen |
|
|
|
|
*By: |
/s/ Risheng Li |
|
|
Risheng Li
Attorney-in-fact |
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933, the
undersigned, the duly authorized representative in the United States of SAI.TECH Global Corporation., has signed this registration statement
or amendment thereto in the City of Houston, State of Texas, on July 19, 2023.
|
WINSTON & STRAWN LLP |
|
|
|
By: |
/s/ Michael J. Blankenship |
|
Name: |
Michael J. Blankenship |
|
Title: |
Authorized Representative |
II-6
F-3/A
SAI.TECH Global Corp
true
0001847075
0001847075
2022-01-01
2022-12-31
0001847075
dei:BusinessContactMember
2022-01-01
2022-12-31
Exhibit 4.4
SAI.TECH GLOBAL
CORPORATION
, as Trustee
FORM OF INDENTURE
Dated as of
TABLE OF CONTENTS
|
|
Page |
ARTICLE I DEFINITIONS |
|
1 |
Section 1.01 Definitions |
|
1 |
ARTICLE II DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES |
|
3 |
Section 2.01 Forms |
|
3 |
Section 2.02 Amount Unlimited; Issuable in Series |
|
4 |
Section 2.03 Authentication |
|
6 |
Section 2.04 Date and Denomination of Securities |
|
6 |
Section 2.05 Execution of Securities |
|
7 |
Section 2.06 Exchange and Registration of Transfer of Securities |
|
7 |
Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities |
|
9 |
Section 2.08 Temporary Securities |
|
9 |
Section 2.09 Cancellation of Securities Paid, etc |
|
9 |
Section 2.10 Computation of Interest |
|
10 |
Section 2.11 Form of Legend for Global Securities |
|
10 |
ARTICLE III REDEMPTION OF SECURITIES; SINKING FUNDS |
|
10 |
Section 3.01 Applicability of Article |
|
10 |
Section 3.02 Notice of Redemption; Selection of Securities |
|
10 |
Section 3.03 Payment of Securities Called for Redemption |
|
11 |
Section 3.04 Satisfaction of Mandatory Sinking Fund Payments with Securities |
|
11 |
Section 3.05 Redemption of Securities for Sinking Fund |
|
11 |
ARTICLE IV PARTICULAR COVENANTS OF THE COMPANY |
|
13 |
Section 4.01 Payment of Principal, Premium and Interest |
|
13 |
Section 4.02 Offices for Notices and Payments, etc |
|
13 |
Section 4.03 Appointment to Fill Vacancies in Trustee’s Office |
|
13 |
Section 4.04 Provision as to Paying Agent |
|
13 |
Section 4.05 Statement as to Compliance |
|
14 |
Section 4.06 Additional Amounts |
|
14 |
ARTICLE V SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE |
|
15 |
Section 5.01 Securityholder Lists |
|
15 |
Section 5.02 Reports by the Company |
|
15 |
Section 5.03 Reports by the Trustee |
|
15 |
ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT |
|
15 |
Section 6.01 Events of Default |
|
15 |
Section 6.02 Payment of Securities on Default; Suit Therefor |
|
17 |
Section 6.03 Application of Moneys Collected by Trustee |
|
18 |
Section 6.04 Proceedings by Securityholders |
|
18 |
Section 6.05 Proceedings by Trustee |
|
19 |
Section 6.06 Remedies Cumulative and Continuing |
|
19 |
Section 6.07 Direction of Proceedings and Waiver of Defaults by Securityholders |
|
19 |
Section 6.08 Notice of Defaults |
|
19 |
Section 6.09 Undertaking to Pay Costs |
|
20 |
ARTICLE VII CONCERNING THE TRUSTEE |
|
20 |
Section 7.01 Duties and Responsibilities of Trustee |
|
20 |
Section 7.02 Reliance on Documents, Opinions, etc |
|
21 |
Section 7.03 No Responsibility for Recitals, etc |
|
22 |
Section 7.04 Ownership of Securities |
|
22 |
Section 7.05 Moneys to be Held in Trust |
|
22 |
Section 7.06 Compensation and Expenses of Trustee |
|
22 |
Section 7.07 Officer’s Certificate as Evidence |
|
23 |
Section 7.08 Indentures Not Creating Potential Conflicting Interests For The Trustee |
|
23 |
Section 7.09 Eligibility of Trustee |
|
23 |
Section 7.10 Resignation or Removal of Trustee |
|
23 |
Section 7.11 Acceptance by Successor Trustee |
|
24 |
Section 7.12 Succession by Merger, etc |
|
25 |
Section 7.13 Appointment of Authenticating Agent |
|
25 |
ARTICLE VIII CONCERNING THE SECURITYHOLDERS |
|
26 |
Section 8.01 Action of Securityholders |
|
26 |
Section 8.02 Proof of Execution by Securityholders |
|
26 |
Section 8.03 Who Are Deemed Absolute Owners |
|
26 |
Section 8.04 Company-Owned Securities Disregarded |
|
27 |
Section 8.05 Revocation of Consents; Future Holders Bound |
|
27 |
ARTICLE IX [RESERVED] |
|
27 |
ARTICLE X SUPPLEMENTAL INDENTURES |
|
27 |
Section 10.01 Supplemental Indentures without Consent of Securityholders |
|
27 |
Section 10.02 Supplemental Indentures with Consent of Securityholders |
|
29 |
Section 10.03 Compliance with Trust Indenture Act; Effect of Supplemental Indentures |
|
29 |
Section 10.04 Notation on Securities |
|
29 |
Section 10.05 Evidence of Compliance of Supplemental Indenture to be Furnished Trustee |
|
30 |
ARTICLE XI CONSOLIDATION, MERGER, SALE OR CONVEYANCE |
|
30 |
Section 11.01 Company May Consolidate, Merge Or Sell Assets on Certain Terms |
|
30 |
Section 11.02 Successor Corporation or Limited Liability Company to be Substituted |
|
30 |
Section 11.03 Documents to be Given Trustee |
|
31 |
ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE |
|
31 |
Section 12.01 Discharge of Indenture |
|
31 |
Section 12.02 Legal Defeasance |
|
31 |
Section 12.03 Covenant Defeasance |
|
32 |
Section 12.04 Deposited Moneys to be Held in Trust by Trustee; Miscellaneous Provisions |
|
32 |
Section 12.05 Paying Agent to Repay Moneys Held |
|
33 |
Section 12.06 Return of Unclaimed Moneys |
|
33 |
Section 12.07 Reinstatement |
|
33 |
ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS |
|
33 |
Section 13.01 Indenture and Securities Solely Corporate Obligations |
|
33 |
ARTICLE XIV MISCELLANEOUS PROVISIONS |
|
33 |
Section 14.01 Provisions Binding on Company’s Successors |
|
33 |
Section 14.02 Official Acts by Successor Corporation |
|
33 |
Section 14.03 Addresses for Notices, Notice to Holders, Waiver |
|
33 |
Section 14.04 New York Contract |
|
34 |
Section 14.05 Evidence of Compliance with Conditions Precedent |
|
34 |
Section 14.06 Legal Holidays |
|
34 |
Section 14.07 Securities in a Specified Currency other than Dollars |
|
34 |
Section 14.08 Trust Indenture Act to Control |
|
35 |
Section 14.09 Table of Contents, Headings, etc |
|
35 |
Section 14.10 Execution in Counterparts |
|
35 |
Section 14.11 Separability; Benefits |
|
35 |
Section 14.12 Section 14.12 U.S.A |
|
35 |
THIS INDENTURE, dated as of by and between SAI.TECH
Global Corporation, a Cayman Islands exempted company (the “Company”), and , as Trustee (the “Trustee”),
W I T N E S S E
T H:
WHEREAS, the Company has duly authorized the issue
from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”)
up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide,
among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery
of this Indenture; and
WHEREAS, all things necessary to make this Indenture
a valid indenture and agreement according to its terms have been done; NOW, THEREFORE:
In consideration of the premises and the purchases
of the Securities by the holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit
of the respective holders from time to time of the Securities as follows:
ARTICLE
I
DEFINITIONS
Section 1.01
Definitions. The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture shall have the respective
meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939,
as amended, or which are by reference therein defined in the Securities Act of 1933, as amended (except as herein 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 this Indenture as originally executed. The words “herein,” “hereof,”
and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section
or other subdivision.
“Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 7.14 to act on behalf of the Trustee to authenticate Securities.
“Authorized Officer” means
any of the Company’s directors, the Company’s principal executive officer or chief financial officer.
“Beneficial Owner” means a
Person who is the beneficial owner of a beneficial interest in a Global Security as reflected on the books of the Depositary or on the
books of a Person maintaining an account with such Depositary (directly as a Depositary participant or as an indirect participant, in
each case in accordance with the rules of such Depositary).
“Board of Directors” means
the Board of Directors of the Company or any Committee of such Board or specified officers and employees of the Company to which the powers
of such Board have been lawfully delegated.
“Company” means SAI.TECH Global
Corporation, a Cayman Islands exempted company, until any successor corporation or limited liability company shall have become such pursuant
to the provisions of Article Eleven, and thereafter “Company” shall mean such successor, except as otherwise provided in Section
11.02.
“Depositary” means, with respect
to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under
the Securities Exchange Act of 1934, as amended, that is designated to act as depositary for such Securities as contemplated by Section
2.02.
“Dollar” means the coin or
currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.
“Event of Default” shall have
the meaning specified in Section 6.01.
“Global Security” means a Security
that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.11 (or such legend as may be specified
as contemplated by Section 2.02 for such Securities).
“Indenture” means this instrument
as originally executed or as it may be amended or supplemented from time to time as herein provided, and shall include the form and terms
of particular series of Securities established as contemplated hereunder.
“interest,” when used with
respect to a non-interest bearing Security, means interest payable after the principal thereof has become due and payable whether at maturity,
by declaration of acceleration, by call for redemption, pursuant to a sinking fund, or otherwise.
“Officer’s Certificate”
means a certificate signed by any one of the Authorized Officers and delivered to the Trustee. Each such certificate shall comply with
Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 14.05 if and to the extent required
by the provisions of such Section.
“Opinion of Counsel” means
an opinion in writing signed by legal counsel, who may be an employee of or of counsel to the Company, or may be other counsel, in any
case, satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and include the
statements provided for in Section 14.05 if and to the extent required by the provisions of such Sections.
“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration
of the maturity thereof pursuant to Section 6.01.
“Overdue Rate” means, with
respect to each series of Securities, the rate of interest designated as such in the resolution of the Board of Directors or the supplemental
indenture, as the case may be, relating to such series as contemplated by Section 2.02, or if no such rate is specified, the rate at which
such Securities shall bear interest.
“Person” means any individual,
corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency
or political subdivision thereof.
“Principal office of the Trustee,”
or other similar term, means the office of the Trustee at which at any particular time its corporate trust business shall be administered.
“Responsible Officer” when
used with respect to the Trustee means the chairman or any vice chairman of the board of directors, the chairman or any vice chairman
of the executive committee of the board of directors, the president, any executive vice president, any senior vice president, any vice
president, any assistant vice president, any trust officer, any assistant 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 knowledge of and familiarity with the particular subject.
“Security” or “Securities”
means any Security or Securities, as the case may be, authenticated and delivered under this Indenture. “Outstanding,”
when used with reference to Securities, means, subject to the provisions of Section 8.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except
(a)
Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
(b)
Securities, or portions thereof, for the payment or redemption of which moneys 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 that if such Securities are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been delivered as in Article Three provided, or provision satisfactory to the Trustee shall
have been made for delivering such notice;
(c)
Securities as to which defeasance has been effected pursuant to Section 12.02; and
(d)
Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or which shall
have been paid, pursuant to the terms of Section 2.07, unless proof satisfactory to the Trustee is presented that any such Securities
are held by persons in whose hands any of such Securities is a valid, binding and legal obligation of the Company.
In determining whether the holders of the requisite
principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount
of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the
maturity thereof pursuant to Section 6.01.
“Securityholder,” “holder
of Securities,” or other similar terms, means any person in whose name at the time a particular Security is registered on the
books of the Registrar kept for that purpose in accordance with the terms hereof.
“Specified Currency” means
the currency in which a Security is denominated, which may include Dollars, any foreign currency or any composite of two or more currencies.
“Trust Indenture Act of 1939”
means the Trust Indenture Act of 1939 as it was in force at the date of execution of this Indenture, except as provided in Section 10.03.
“Trustee” means the corporation
or association named as Trustee in this Indenture and, subject to the provisions of Article Seven hereof, shall also include its successors
and assigns as Trustee hereunder. If pursuant to the provisions of this Indenture there shall be at any time more than one Trustee hereunder,
the term “Trustee” as used with respect to Securities of any series shall mean the Trustee with respect to Securities
of that series.
“U.S. Government Obligations”
shall have the meaning specified in Section 12.02.
ARTICLE
II
DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES
Section 2.01
Forms.
(a)
The Securities of each series shall be in substantially such form as shall be established by or pursuant to a resolution of the
Board of Directors or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may have such legends or endorsements placed thereon as the officers
executing the same may approve (execution thereof to be conclusive evidence of such approval) 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 stock exchange on which the Securities of such series may be listed, or to conform to usage.
(b)
The resolutions adopted by the Board of Directors or one or more indentures supplemental hereto establishing the form and terms
of the Securities of any series pursuant to Sections 2.01 and 2.02, respectively, of this Indenture, may provide for issuance of Global
Securities. If Securities of a series are so authorized to be issued as Global Securities, any such Global Security may provide that it
shall represent that aggregate amount of Securities from time to time endorsed thereon and may also provide that the aggregate amount
of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security
to reflect the amount, or any increase or decrease in the amount or changes in the rights of holders of Securities represented thereby,
shall be made in such manner and by such person or persons as shall be specified therein.
(c)
The Trustee’s Certificate of Authentication on all Securities shall be in substantially the following form:
“This is one of the Securities of the series
designated therein described in the within-mentioned Indenture.
, as Trustee
|
By: |
|
|
Authorized Signatory” |
Section 2.02
Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this Indenture is unlimited.
The Securities may be issued in one or more series.
There shall be established in or pursuant to a resolution of the Board of Directors or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:
(a)
the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(b)
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Sections 2.06, 2.07, 2.08, 3.03, 3.06 or 10.04);
(c)
the date or dates on which the principal and premium, if any, of the Securities of the series is payable;
(d)
the rate or rates, or the method of determination thereof, at which the Securities of the series shall bear interest, if any, the
date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, if other
than as set forth in Section 2.04, the record dates for the determination of holders to whom interest is payable;
(e)
the place or places where the principal of, and premium, if any, and any interest on Securities of the series shall be payable;
(f)
the Specified Currency of the Securities of the series;
(g) the currency or
currencies in which payments on the Securities of the series are payable, if other than the Specified Currency;
(h)
the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise;
(i)
the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a holder thereof and the price at which or process by which and the period or periods within which and
the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to
such obligation;
(j)
if other than denominations of $1,000 and any multiple thereof, the denominations in which Securities of the series shall be issuable;
(k)
if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;
(l)
if the principal of or interest on the Securities of the series are to be payable, at the election of the Company or a holder thereof,
in a coin or currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which,
such election may be made;
(m)
if the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index
based on a coin or currency other than the Specified Currency, the manner in which such amounts shall be determined;
(n) any Events of Default with respect to the Securities of the series, if not set forth herein;
(o) if other than the rate of interest stated in the title of the Securities of the series, the applicable Overdue Rate;
(p)
in the case of any series of non-interest bearing Securities, the applicable dates for purposes of clause (a) of Section 5.01;
(q) if other than is to act as Trustee for the Securities of the series, the name and Principal Office of such Trustee;
(r)
if either or both of Sections 12.02 and 12.03 do not apply to any Securities of the series;
(s)
if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the name of the respective Depositaries for such Global Securities, the form of any legend or legends which shall be
borne by any such Global Security in addition to or in lieu of that set forth in Section 2.11 and any circumstances in addition to or
in lieu of those set forth in clause (b) of Section 2.06 in which any such Global Security may be exchanged in whole or in part for Securities
registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than
the Depositary for such Global Security or a nominee thereof;
(t)
any addition to the covenants set forth in Article Four which applies to Securities of the series and whether any such covenant
shall be subject to covenant defeasance under Section 12.03;
(u) the terms of any right or obligation to convert or exchange Securities of such series into any other securities or property of
the Company or of any other corporation or Person, and the additions or changes, if any, to this Indenture with respect to the Securities
of such series to permit or facilitate such conversion or exchange; and
(v) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).
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 such resolution of the Board of Directors
or in any such indenture supplemental hereto.
Notwithstanding Section 2.02(b) herein and unless
otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased
and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series
as increased; provided that no Event of Default with respect to such series has occurred and is continuing.
Section 2.03
Authentication. 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. Except as otherwise provided in this Article Two, the Trustee shall thereupon authenticate and deliver said Securities
to or upon the written order of the Company, signed by any one of its Authorized Officers, which order shall set forth the number of separate
Securities certificates, the principal amount of each of the Securities to be authenticated, the date on which the original issue of Securities
is to be authenticated, the registered holder of each of the said Securities and delivery instructions. 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:
(a)
a copy of any resolution or resolutions of the Board of Directors relating thereto and, if applicable, an appropriate record of
any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company;
(b) an
executed supplemental indenture, if any, relating thereto;
(c)
an Officer’s Certificate prepared in accordance with Section 14.05 which shall also state to the best knowledge of the signers
of such Certificate that no Event of Default with respect to any series of Securities shall have occurred and be continuing; and
(d) an Opinion of Counsel prepared in accordance with Section 14.05 to the effect:
(i)
that the terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental
indenture as permitted by Section 2.02 in conformity with the provisions of this Indenture; and
that such Securities have been duly and validly
executed, and when duly authenticated by the Trustee and issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance
with their terms, subject to customary exceptions and qualifications. The Trustee shall have the right to decline to authenticate and
deliver or cause to be authenticated and delivered any Securities under this Section 2.03 if the Trustee, being advised by counsel, determines
that such action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee,
or a trust committee of directors or trustees and/or vice presidents shall determine that such action would expose the Trustee to personal
liability to existing Securityholders.
Section 2.04
Date and Denomination of Securities. The Securities of each
series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 2.02.
In the absence of any such specification with respect to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any multiple thereof. Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Company executing the same may determine with the approval of the
Trustee.
Every Security shall be dated the date of its
authentication.
The person in whose name any Security of a particular
series is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date for
such series shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Security
upon any registration of transfer or exchange subsequent to the record date and prior to such interest payment date; provided,
however, that if and to the extent that the Company shall default in the payment of the interest due on such interest payment date,
such defaulted interest shall be paid to the persons in whose names Outstanding Securities of such series are registered on a subsequent
record date established by notice given by or on behalf of the Company to the holders of such Securities not less than 15 days preceding
such subsequent record date, such record date to be not less than five days preceding the date of payment of such defaulted interest.
Except as otherwise specified as contemplated
by Section 2.02 for Securities of a particular series, the term “record date” as used in this Section 2.04 with respect to
any regular interest payment date, shall mean, the last day of the calendar month preceding such interest payment date if such interest
payment date is the fifteenth day of such calendar month, and shall mean the fifteenth day of the calendar month preceding such interest
payment date if such interest payment date is the first day of a calendar month, whether or not such day shall be a day on which banking
institutions in The City of New York or the location of any office of the Trustee charged with responsibility under this Indenture are
authorized or required by law or executive order to close or remain closed.
Interest on the Securities may at the option of
the Company be paid by check mailed to the persons entitled thereto at their respective addresses as such appear on the registry books
of the Company or by wire transfer in immediately available funds at such place and to such account as designated in writing by the Person
entitled thereto as specified in the Security Register.
Section 2.05
Execution of Securities. The Securities shall be signed
in the name and on behalf of the Company by the manual or facsimile signature of any one of the Company’s Authorized Officers. Only
such Securities as shall bear thereon a certificate of authentication substantially in the form herein recited, executed by the Trustee
by the manual signature of an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate by the Trustee upon any Security executed by the Company 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.
In case any officer of the Company who shall have
signed any of the Securities shall cease to be such officer before the Securities so signed shall have been authenticated and delivered
by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Securities had not ceased to be such officer of the Company; and any Security may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company, although
at the date of the execution of this Indenture any such person was not such an officer.
Section 2.06
Exchange and Registration of Transfer of Securities. Securities
of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations.
Securities to be exchanged shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained
by the Company for such purpose in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as may be
designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02, and the Company shall execute
and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Security holder
making the exchange shall be entitled to receive. Each person designated by the Company pursuant to the provisions of Section 4.02 as
a person authorized to register and register transfer of the Securities is sometimes herein referred to as a “Security registrar”.
The Company shall keep, at each such office or
agency, a register for each series of Securities issued hereunder (the registers of all Security registrars being herein sometimes collectively
referred to as the “Security register” or the “registry books of the Company”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities as in this Article
Two provided. The Security register shall be in written form or in any other form capable of being converted into written form within
a reasonable time. At all reasonable times the Security registrar shall be open for inspection by the Trustee and any Security registrar
other than the Trustee. Upon due presentment for registration or registration of transfer of any Security of any series at any designated
office or agency, the Company shall execute and register and the Trustee shall authenticate and deliver in the name of the transferee
or transferees a new Security or Securities of the same series for an equal aggregate principal amount. Registration or registration of
transfer of any Security by any Security registrar in the registry books of the Company maintained by such Security registrar, and delivery
of such Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Security.
No person shall at any time be designated as or
act as a Security registrar unless such person is at such time empowered under applicable law to act as such under and to the extent required
by applicable law and regulations.
All Securities presented for registration of transfer
or for exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by
a written instrument or instruments of transfer or exchange in form satisfactory to the Company and the Trustee duly executed by, the
holder or his attorney duly authorized in writing.
No service charge shall be made for any exchange
or registration of transfer of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Company shall not be required to exchange
or register a transfer of (a) any Securities of any series for the period of 15 days next preceding the selection of Securities of that
series to be redeemed and thereafter until the date of delivery of a notice of redemption of Securities of that series selected for redemption,
or (b) any Securities selected, called or being called for redemption in whole or in part except, in the case of any Security to be redeemed
in part, the portion thereof not so to be redeemed.
The provisions of clauses (a), (b), (c), (d),
(e), (f) and (g) below shall apply only to Global Securities:
(a)
Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or nominee thereof or custodian therefor, and each such Global Security
shall constitute a single Security for all purposes under this Indenture.
(b)
Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue
its services as Depositary for such Global Security and no successor Depositary has been appointed within 90 days after such notice or
(ii) ceases to be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934 when the Depositary
is required to be so registered to act as the Depositary and so notifies the Company, and no successor Depositary has been appointed within
90 days after such notice, (B) the Company determines at any time that the Securities shall no longer be represented by Global Securities
and shall inform such Depositary of such determination and participants in such Depositary elect to withdraw their beneficial interests
in the Securities from such Depositary, following notification by the Depositary of their right to do so, or (C) such exchange is made
upon request by or on behalf of the Depositary in accordance with customary procedures, following the request of a Beneficial Owner seeking
to exercise or enforce its rights under the Securities.
(c)
Subject to clause (b) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security
shall direct.
(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered
in the name of a Person other than the Depositary for such Global Security or a nominee thereof.
(e)
Subject to the provisions of clause (g) below, the registered Holder may grant proxies and otherwise authorize any Person, including
Agent Members (as defined below in clause (g)) and Persons that may hold interests through Agent Members, to take any action which a Holder
is entitled to take under this Indenture or the Securities.
(f)
In the event of the occurrence of any of the events specified in clause (b) above, the Company will promptly make available to
the Trustee a reasonable supply of certificated Securities in definitive, fully registered form, without interest coupons.
(g) Neither any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other
Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered
in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case
may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such
Global Security for all purposes whatsoever (aside from the delivery of any notices). Notwithstanding the foregoing, nothing herein shall
prevent the Company or the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members
and any other person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise
of the rights of a holder of any Security.
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 in the case of a mutilated Security
shall, and in the case of a lost, stolen or destroyed Security may in its discretion, execute and, upon the written request or authorization
of any officer of the Company, the Trustee 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 to the Trustee such security or
indemnity as may be required by them to save each of them harmless from any loss or liability which any of them may suffer if a Security
is replaced and subsequently presented or claimed for payment and, in every case of destruction, loss or theft, the applicant shall also
furnish the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and the ownership
thereof.
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 connected therewith. In case any Security which has matured or is about to mature shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a substituted 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 to the Trustee such security or indemnity as may be required by them to save each of them harmless from any loss or liability which
any of them may suffer if a Security is replaced and subsequently presented or claimed for payment and, in case of destruction, loss or
theft, evidence satisfactory to the Company and the Trustee of the destruction, loss or theft of such Security and the ownership thereof.
Every substituted Security issued pursuant to
the provisions of this Section 2.07 by virtue of the fact that any Security is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be found at any time, 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 with respect to the replacement or payment of negotiable instruments or other securities without their surrender.
Section 2.08
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). Temporary Securities shall be issuable in any authorized denomination and 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 such temporary Security shall be authenticated by the Trustee upon the same conditions
and in substantially the same manner, and with the same effect, as the definitive Securities in lieu of which they are issued. Without
unreasonable delay the Company will execute and deliver to the Trustee definitive Securities of such series and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor, at the option of the holders thereof, either at the office or agency
to be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02 or at any of such other
offices or agencies as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02,
and the Trustee shall authenticate and deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive
Securities of the same series. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so
exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series authenticated and delivered hereunder.
Section 2.09
Cancellation of Securities Paid, etc. All Securities surrendered
for the purpose of payment, redemption, repayment, exchange or registration of transfer or for credit against any sinking fund shall,
if surrendered to the Company, any Security registrar, any paying agent or any other agent of the Company or of the Trustee, be delivered
to the Trustee and promptly cancelled by it, or, if surrendered to the Trustee, shall be promptly cancelled by it, and no Securities shall
be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee may dispose of cancelled
Securities in accordance with its customary procedures and deliver a certificate of such disposition to the Company or, at the written
request of the Company, shall deliver cancelled Securities to the Company. If the Company shall 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 2.10
Computation of Interest. Except as otherwise specified as
contemplated by Section 2.02 for Securities of any series, interest on the Securities of each series shall be computed on the basis of
a 360-day year of twelve 30-day months.
Section 2.11
Form of Legend for Global Securities. Unless otherwise specified
as contemplated by Section 2.02 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall
bear a legend in substantially the following form (or such other form as a securities exchange or Depositary may request or require):
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY
TRUST COMPANY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY
TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY
OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ARTICLE
III
REDEMPTION OF SECURITIES; SINKING FUNDS
Section 3.01
Applicability of Article. The provisions of this Article
shall be applicable, as the case may be, (i) to the Securities of any series which are redeemable before their maturity and (ii) to any
sinking fund for the retirement of Securities of any series, in either case except as otherwise specified as contemplated by Section 2.02
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.”
Section 3.02
Notice of Redemption; Selection of Securities. In case the
Company shall desire to exercise any right to redeem all, or, as the case may be, any part of, the Securities of any series in accordance
with their terms, it shall fix a date for redemption and shall deliver or cause to be delivered a notice of such redemption at least 10
and not more than 60 days prior to the date fixed for redemption to the holders of Securities of such series so to be redeemed as a whole
or in part at their last addresses as the same appear on the registry books of the Registrar and to the Trustee, except as the resolutions
adopted by the Board of Directors to establish the terms of any series of Securities may otherwise provide. The notice shall be conclusively
presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice or any defect
in the notice to the holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity
of the proceedings for the redemption of any other Security of such series.
Each such notice of redemption shall specify the
date fixed for redemption, the redemption price at which the Securities of such series are to be redeemed (or if not then ascertainable,
the manner of calculation thereof), the place or places of payment, that payment will be made upon presentation and surrender of such
Securities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice and that on and after
said date any interest thereon or on the portions thereof to be redeemed will cease to accrue. Where the redemption price is not ascertainable
at the time the notice of redemption is given as aforesaid, the Company shall notify the Trustee of said redemption price promptly after
the calculation thereof. If less than all the Securities of a series are to be redeemed, the notice of redemption shall specify the number
or numbers of the Securities of that series to be redeemed. In case any Security of a series is to be redeemed in part only, the notice
of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed
for redemption, upon surrender of such Security, a new Security or Securities of that series in principal amount equal to the unredeemed
portion thereof will be issued.
On or prior to 10:00 a.m. New York City time on
the redemption date specified in the notice of redemption given as provided in this Section 3.02, the Company will deposit with the Trustee
or with one or more paying agents (or, if the Company is acting as its own paying agent, will segregate and hold in trust as provided
in Section 4.04) an amount of money sufficient to redeem on the redemption date all the Securities or portions thereof so called for redemption,
together with accrued interest to the date fixed for redemption. If less than all the Securities of a series are to be redeemed, (i) the
Company will give the Trustee notice not less than 10 days (or such shorter period as may be acceptable to the Trustee) prior to the redemption
date as to the aggregate principal amount of Securities of such series to be redeemed and (ii)(x) if such Securities are at the time represented
by a Global Security, then the Depositary shall select by lot (or otherwise, as required by the Depositary) the particular interests to
be redeemed or (y) if any of such Securities are not represented by a Global Security, then the Trustee shall select or cause to be selected,
in such manner as in its sole discretion it shall deem appropriate and fair, the Securities of that series or portions thereof to be redeemed.
Securities of a series may be redeemed in part only in multiples of the smallest authorized denomination of that series.
Section 3.03 Payment
of Securities Called for Redemption. If notice of redemption has been given as provided in Section 3.02 or Section 3.05, the
Securities or portions of Securities of the series with respect to which such notice has been given shall become due and payable on the
date and at the place or places stated in such notice at the applicable redemption price, together with any interest accrued to the date
fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Securities or portions of such
Securities, together with any interest accrued to said date) any interest on the Securities of such series or portions of Securities of
such series so called for redemption shall cease to accrue. On presentation and surrender of such Securities at a place of payment in
said notice specified, the said Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable
redemption price, together with any interest accrued thereon to the date fixed for redemption; provided, however, that any
regularly scheduled installment of interest becoming due on or prior to the date fixed for redemption shall be payable to holders of such
Securities registered as such on the relevant record date according to their terms.
Upon presentation of any Security redeemed in
part only, the Company shall execute and the Trustee shall authenticate and deliver to the holder thereof, at the expense of the Company,
a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unredeemed portion
of the Security so presented.
Section 3.04 Satisfaction
of Mandatory Sinking Fund Payments with Securities. In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its option (a) deliver to the Trustee Securities of that series
theretofore purchased or otherwise acquired by the Company or (b) receive credit for the principal amount of Securities of that series
which 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; 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 mandatory sinking fund payment shall be
reduced accordingly.
Section 3.05 Redemption
of Securities for Sinking Fund. Not less than 10 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee a certificate signed by any Authorized Officer specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of
cash (which cash may be deposited with the Trustee or with one or more paying agents or, if the Company is acting as its own paying agent,
segregated and held in trust as provided in Section 4.04) and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 3.04 (which Securities, if not theretofore delivered, will accompany such certificate)
and whether the Company intends to exercise its right to make a permitted optional sinking fund payment with respect to such series. Such
certificate shall also state that no Event of Default has occurred and is continuing with respect to such series. Such certificate shall
be irrevocable and upon its delivery the Company shall be obligated to make the cash payment or payments therein referred to, if any,
on or before the next succeeding sinking fund payment date. In the case of the failure of the Company to deliver such certificate (or
to deliver the Securities specified in this paragraph), the sinking fund payment due on the next succeeding sinking fund payment date
for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Securities subject to a
mandatory sinking fund payment without the option to deliver or credit Securities as provided in Section 3.04 and without the right to
make any optional sinking fund payment, if any, with respect to such series.
Any sinking fund payment or payments (mandatory
or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed $100,000
or the equivalent amount in the Specified Currency (if other than Dollars) (or a lesser sum if the Company shall so request or determine)
with respect to the Securities of any particular series shall be applied by the Trustee (or by the Company if the Company is acting as
its own paying agent) on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund
payment date, on the next sinking fund payment date following the date of such payment) to the redemption of such Securities at the redemption
price specified in such Securities for operation of the sinking fund together with accrued interest, if any, to the date fixed for redemption.
Any sinking fund moneys not so applied or allocated by the Trustee (or by the Company if the Company is acting as its own paying agent)
to the redemption of Securities shall be added to the next cash sinking fund payment received by the Trustee (or if the Company is acting
as its own paying agent, segregated and held in trust as provided in Section 4.04) for such series and, together with such payment (or
such amount so segregated), shall be applied in accordance with the provisions of this Section 3.05. Any and all sinking fund moneys with
respect to the Securities of any particular series held by the Trustee (or if the Company is acting as its own paying agent, segregated
and held in trust as provided in Section 4.04) on the last sinking fund payment date with respect to Securities of such series and not
held for the payment or redemption of particular Securities of such series shall be applied by the Trustee (or by the Company if the Company
is acting as its own paying agent), together with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose,
to the payment of the principal of the Securities of that series at maturity.
The Trustee shall select or cause to be selected
the Securities to be redeemed upon such sinking fund payment date in the manner specified in the last paragraph of Section 3.02, and the
Company shall cause notice of the redemption thereof to be given in the manner provided in Section 3.02 except that the notice of redemption
shall also state that the Securities are being redeemed by operation of the sinking fund. 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.
On or before each sinking fund payment date, the
Company shall pay to the Trustee in cash (or, if the Company is acting as its own paying agent, will segregate and hold in trust as provided
in Section 4.04) a sum equal to any interest accrued to the date fixed for redemption of Securities or portions thereof to be redeemed
on such sinking fund payment date pursuant to this Section.
Neither the Trustee nor the Company shall redeem
any Securities of a series with sinking fund moneys or deliver any notice of redemption of such Securities by operation of the sinking
fund for such series during the continuance of a default in payment of interest, if any, on such Securities or of any Event of Default
(other than an Event of Default occurring as a consequence of this paragraph) with respect to such Securities, except that if the notice
of redemption of any such Securities shall theretofore have been delivered in accordance with the provisions hereof, the Trustee (or the
Company if the Company is acting as its own paying agent) shall redeem such Securities if cash sufficient for that purpose shall be deposited
with the Trustee (or segregated by the Company) for that purpose in accordance with the terms of this Article. Except as aforesaid, any
moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such default or Event of Default, be held as security for the payment of
such Securities; provided, however, that in case such default or Event of Default shall have been cured or waived as provided
herein, such moneys shall thereafter be applied on the next sinking fund payment date for such Securities on which such moneys may be
applied pursuant to the provisions of this Section.
Section 3.06 Repayment at the Option of the Holder. Any series
of Securities may be made, by provision contained in or established pursuant to a supplemental indenture or a resolution of the Board
of Directors pursuant to Section 2.02 hereof, subject to repayment, in whole or in part, at the option of the holder on a date or dates
specified prior to maturity, at a price equal to 100% of the principal amount thereof, together with accrued interest to the date of repayment,
on such notice as may be required, provided, however, that the holder of a Security may only elect partial repayment in
an amount that will result in the portion of such Security that will remain Outstanding after such repayment constituting an authorized
denomination, or combination thereof, of such Securities.
ARTICLE
IV
PARTICULAR COVENANTS OF THE COMPANY
Section 4.01 Payment
of Principal, Premium and Interest. The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of, premium, if any, and interest, if any, on each of the Securities of that
series at the places, at the respective times and in the manner provided in such Securities.
Section 4.02 Offices
for Notices and Payments, etc. As long as any of the Securities of a series remain Outstanding, the Company will designate
and maintain an office or agency where the Securities of that series may be presented for payment, an office or agency where the Securities
of that series may be presented for registration of transfer and for exchange as in this Indenture provided and an office or agency where
notices and demands to or upon the Company in respect of the Securities of that series or of this Indenture may be served, not including
service of process. In addition to such office or offices or agency or agencies, the Company may from time to time designate and maintain
one or more additional offices or agencies where the Securities of that series may be presented for registration of transfer or for exchange,
and the Company may from time to time rescind such designation, as it may deem desirable or expedient. The Company will give to the Trustee
written notice of the location of each such office or agency and of any change of location thereof.
The Company hereby initially designates the corporate
office of the Trustee as the office or agency of the Company where the Securities of each series may be presented for payment, for registration
of transfer and for exchange as in this Indenture provided and where notices and demands to or upon the Company in respect of the Securities
of each series or of this Indenture may be served.
Section 4.03 Appointment
to Fill Vacancies in Trustee’s Office. 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 successor trustee, so that there shall at all times be a Trustee with respect
to each series of Securities hereunder.
Section 4.04 Provision
as to Paying Agent.
(a) If
the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause 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 4.04:
(i) that
it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest, if any, on the Securities
of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust
for the benefit of the holders of the Securities of such series;
(ii) that
it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment
of the principal of, premium, if any, or interest, if any, on the Securities of such series when the same shall be due and payable; and
(iii) that
at any time during the continuance of any failure by the Company (or by any other obligor on the Securities of such series) specified
in the preceding paragraph (ii), such paying agent will, upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by it.
(b) If
the Company shall act as its own paying agent with respect to the Securities of any series, it will, on or before each due date of the
principal of, premium, if any, or interest, if any, on the Securities of such series, set aside, segregate and hold in trust for the benefit
of the holders of such Securities a sum sufficient to pay such principal, premium, if any, or interest, if any, so becoming due and will
promptly notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor on the Securities
of such series) to make any payment of the principal of, premium, if any, or interest, if any, on the Securities of such series when the
same shall become due and payable.
(c) Anything
in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge
of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any paying agent hereunder,
as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.
(d) Anything
in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject
to Sections 12.05 and 12.06.
(e) Whenever
the Company shall have one or more paying agents with respect to the Securities of any series, it will, prior to each due date of the
principal of, premium, if any, or interest, if any, on the Securities of such series, deposit with a designated paying agent a sum sufficient
to pay the principal, premium, if any, and interest, if any, so becoming due, such sum to be held in trust for the benefit of the persons
entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Company will promptly
notify the Trustee of any failure so to act.
Section 4.05 Statement
as to Compliance. The Company will furnish to the Trustee within 120 days after the end of each fiscal year of the Company,
in each year (beginning in the year following the first date of issuance of any Securities under this Indenture) a brief certificate (which
need not comply with Section 14.05) from the principal executive, financial or accounting officer of the Company as required by Section
314(a)(4) of the Trust Indenture Act of 1939. Except with respect to the receipt of Securities payments and any default or Event of Default
information contained in the certificate delivered to it pursuant to this Section 4.05, the Trustee shall have no duty to review, ascertain
or confirm the Company’s compliance with, or breach of, any representation, warranty or covenant made in this Indenture.
Section 4.06 Additional
Amounts. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first interest
payment date with respect to that series of Securities and at least 10 days prior to each date of payment of principal of, premium, if
any, or interest on the Securities of that series if there has been a change with respect to the matters set forth in the below-mentioned
Officer’s Certificate, the Company shall furnish to the Trustee and the principal paying agent, if other than the Trustee, an Officer’s
Certificate instructing the Trustee and such paying agent whether such payment of principal of or interest on the Securities of that series
shall be made to holders of the Securities of that series without withholding or deduction for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any such withholding or deduction shall be required, then such
Officer’s Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such
holders and shall certify the fact that additional amounts will be payable and the amounts so payable to each holder, and the Company
shall pay to the Trustee or such paying agent the additional amounts required to be paid by this Section. The Company covenants to indemnify
the Trustee and any paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross
negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any
Officer’s Certificate furnished pursuant to this Section.
Whenever in this Indenture there is mentioned,
in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Security of any
series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established
hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant
to such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed
as excluding the payment of additional amounts in those provisions hereof where such express mention is not made.
ARTICLE
V
SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
Section 5.01 Securityholder
Lists. If and so long as the Trustee shall not be the Security registrar for the Securities of any series, the Company and
any other obligor on the Securities will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably
require of the names and addresses of the holders of the Securities of such series pursuant to Section 312 of the Trust Indenture Act
of 1939 (a) semi-annually not less than 15 days prior to the date for the payment of interest on such Securities, as hereinabove specified,
as of such record date, and on dates to be determined pursuant to Section 2.02 for non-interest bearing Securities in each year, and (b)
at such other times as the Trustee may request in writing, within thirty days after receipt by the Company of any such request as of a
date not more than 15 days prior to the time such information is furnished.
Section 5.02 Reports
by the Company. The Company covenants to file with the Trustee, within 15 days after the Company is required to file the same
with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports that the
Company is required to file with the Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 or pursuant to Section 314 of the Trust Indenture Act of 1939.
Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained therein, including the Company’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee is under
no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the
correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such compliance and
correctness unless a Responsible Officer of the Trustee is informed otherwise.
Section 5.03 Reports
by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted
as provided in Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities are Outstanding hereunder, and shall be dated
no more than 60 days prior to July 1 of each year.
ARTICLE
VI
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
Section 6.01 Events
of Default. The term “Event of Default” whenever used herein with respect to Securities of any series means
any one of the following events and such other events as may be established with respect to the Securities of such series as contemplated
by Section 2.02 hereof, continued for the period of time, if any, and after the giving of notice, if any, designated in this Indenture
or as may be established with respect to such Securities as contemplated by Section 2.02 hereof, as the case may be, unless it is either
inapplicable or is specifically deleted or modified in the applicable resolution of the Board of Directors or in the supplemental indenture
under which such series of Securities is issued, as the case may be, as contemplated by Section 2.02:
(a) default
in the payment of the principal of, or premium, if any, on any Security of such series when and as the same shall become due and payable
whether at maturity, upon redemption, by declaration, repayment or otherwise; or
(b) default
for 30 days in the payment of any installment of interest on any Security of such series when and as the same shall become due and payable;
or
(c) default
in the making or satisfaction of any sinking fund payment or analogous obligation as and when the same shall become due and payable by
the terms of the Securities of such series; or
(d) failure
on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in respect of
the Securities of such series contained in this Indenture (other than a covenant or agreement in respect of the Securities of such series
a default in whose observance or performance is elsewhere in this Section 6.01 specifically dealt with) continued for a period of 90 days
after the date on which written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company
by the Trustee by registered mail, or to the Company and the Trustee by the holders of at least twenty-five percent in aggregate principal
amount of the Securities of such series at the time Outstanding; or
(e) a
decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization of the Company under the U.S. Federal Bankruptcy Code or any other similar
applicable U.S. Federal or State law, and such decree or order shall have continued undischarged and unstayed for a period of 90 days;
or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee
(or other similar official) in bankruptcy or insolvency of the Company or of all or substantially all of the property of the Company,
or for the winding up or liquidation of the affairs of the Company, shall have been entered, and such decree or order shall have continued
undischarged and unstayed for a period of 90 days; or
(f) the
Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding
against the Company, or shall file a petition or answer or consent seeking reorganization under the U.S. Federal Bankruptcy Code or any
other similar applicable U.S. Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment
of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of it or of its property, or
shall make an assignment for the benefit of creditors, or shall admit in writing the inability of the Company to pay its debts generally
as they become due; or
(g) any
other Event of Default provided in the applicable resolution of the Board of Directors or in the supplemental indenture under which such
series of Securities is issued, as the case may be, as contemplated by Section 2.02.
If an Event of Default as contemplated by Sections
6.01(e) or 6.01(f) occurs, the principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portions
of the principal amount as may be specified in the terms of such series) with respect to Securities of any series at the time Outstanding
will become due and payable immediately. If any other Event of Default with respect to Securities of any series at the time Outstanding
occurs and is continuing, then and in each and every such case, unless the principal of all of the Securities of such series shall have
already become due and payable, either the Trustee or the holders of not less than twenty-five percent in aggregate principal amount of
the Securities of such series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Securityholders
of such series), may declare the principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of all the Securities of such series to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities
of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after
the principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount
as may be specified in the terms of such series) of the Securities of any series shall have been so declared or otherwise become due and
payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest, if any, upon all
of the Securities of such series and the principal of, and premium, if any, on any and all Securities of such series which shall have
become due otherwise than by acceleration (with interest on overdue installments of interest (to the extent that payment of such interest
is enforceable under applicable law) and on such principal at the Overdue Rate applicable to such series, to the date of such payment
or deposit) and all amounts payable to the Trustee pursuant to the provisions of Section 7.06, and any and all defaults under this Indenture
with respect to such series of Securities, other than the nonpayment of principal of and accrued interest on Securities of such series
which shall have become due solely by acceleration, shall have been remedied or cured or waived or provision shall have been made therefor
to the satisfaction of the Trustee—then and in every such case the holders of a majority in aggregate principal amount of the Securities
of such series then Outstanding, by written notice to the Company and to the Trustee, may waive all defaults with respect to such series
and rescind and annul such declaration or acceleration and its consequences; but no such waiver or rescission and annulment shall extend
to or shall affect any subsequent default or shall impair any right consequent thereon.
In case the Trustee shall have proceeded to enforce
any right under this Indenture and such proceeding 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 the Company and the Trustee shall
be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceeding had been taken.
Section 6.02 Payment
of Securities on Default; Suit Therefor. The Company covenants that (a) in case default shall be made in the payment of any
installment of interest upon any Security of any series as and when the same shall become due and payable, and such default shall have
continued for a period of 30 days, (b) in case default shall be made in the payment of the principal of, or premium, if any, on any Security
of any series as and when the same shall become due and payable, whether at maturity of the Securities of that series or upon redemption
or by declaration, repayment or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous
obligation when the same becomes due by the terms of the Securities of any series—then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holder of any such Security (or holders of any series of Securities in the case of clause
(c) above) the whole amount that then shall have become due and payable on any such Security (or Securities of any such series in the
case of clause (c) above) for principal, premium, if any, and interest, if any, 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 the overdue installments of interest,
if any, at the Overdue Rate applicable to any such Security (or Securities of any such series in the case of clause (c) above); and, in
addition thereto, such further amount as shall be sufficient to cover costs and expenses of collection, and any further amounts payable
to the Trustee pursuant to the provisions of Section 7.06.
In case the Company shall fail forthwith to pay
such amounts upon such demand, the Trustee, in its own name and as trustee of any express trust, shall be entitled and empowered to institute
any actions 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 any other obligor upon
such Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Securities wherever
situated the moneys adjudged or decreed to be payable.
In case there shall be pending proceedings for
the bankruptcy, for the insolvency or for the reorganization of the Company or any other obligor on the Securities of any series under
the U.S. Federal Bankruptcy Code or any other similar applicable U.S. Federal or State law, or in case a receiver or trustee (or other
similar official) shall have been appointed for the property of the Company or such other obligor, or in the case of any other similar
judicial proceedings relative to the Company or other obligor on the Securities of any series, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant
to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal (or, if the Securities of any series are Original Issue Discount Securities,
such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with
Section 6.01), premium, if any, and interest, if any, owing and unpaid in respect of the Securities of any series and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and of the Securityholders of any series allowed in such judicial proceedings relative to the Company or any other
obligor on the Securities of any series, its or their creditors, or its or their property, and to collect and receive any moneys or other
property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection,
and any further amounts payable to the Trustee pursuant to the provisions of Section 7.06 and incurred by it up to the date of such distribution;
and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the
Securityholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee costs and expenses of collection and any further amounts payable to the Trustee
pursuant to the provisions of Section 7.06 and incurred by it up to the date of such distribution.
Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment
or composition affecting any of the Securities of any 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 by Trustee. Any moneys collected by the Trustee pursuant to this Article and, if an Event of Default has
occurred and is continuing, any money or other property distributable in respect of the Company’s obligations under the Indenture
shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation
of the several Securities in respect of which moneys have been collected, and the notation thereon of the payment, if only partially paid,
and upon surrender thereof if fully paid:
FIRST: To the payment of all amounts due the Trustee
(acting in any capacity hereunder) pursuant to the provisions of Section 7.06;
SECOND: In case the principal of the Outstanding
Securities in respect of which such moneys have been collected shall not have become due (at maturity, upon redemption, by declaration,
repayment or otherwise) and be unpaid, to the payment of interest, if any, on such Securities, in the order of the maturity of the installments
of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of
interest at the Overdue Rate applicable to such Securities, such payments to be made ratably to the person entitled thereto;
THIRD: In case the principal of the Outstanding
Securities in respect of which such moneys have been collected shall have become due (at maturity, upon redemption, by declaration, repayment
or otherwise), to the payment of the whole amount then owing and unpaid upon such Securities for principal, premium, if any, and interest,
if any, with interest on the overdue principal, and premium, if any, and (to the extent that such interest has been collected by the Trustee)
upon overdue installments of interest, if any, at the Overdue Rate applicable to such Securities; and in case such moneys shall be insufficient
to pay in full the whole amounts so due and unpaid upon such Securities, then to the payment of such principal, premium, if any, and interest,
if any, without preference or priority of principal, and premium, if any, over interest, if any, or of interest, if any, over principal,
and premium, if any, or of any installment of interest, if any, over any other installment of interest, if any, or of any such Security
over any other such Security, ratably to the aggregate of such principal, premium, if any, and accrued and unpaid interest, if any; and
FOURTH: To the payment of the remainder, if any,
to the Company, its successors or assigns, or to whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction
may direct.
Section 6.04 Proceedings
by Securityholders. No holder of any Security of any series shall have any right by virtue of 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 other similar official), or for any other remedy hereunder, unless (i) such holder previously
shall have given to the Trustee written notice of an Event of Default with respect to Securities of such series and of the continuance
thereof, as hereinbefore provided, (ii) the holders of not less than twenty-five percent 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 and shall have offered to the Trustee such security and indemnity as it may require against loss, the costs,
expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall not have received from the holders of a majority in principal amount of the Securities of such series then
Outstanding a direction inconsistent with that request, and shall have neglected or refused to institute any such action, suit or proceeding,
it being understood and intended, and being expressly covenanted by the taker and holder of every Security with every other taker and
holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatever by virtue
or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other holder of Securities of such
series, 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 matter herein provided and for the equal, ratable and common benefit of all holders of Securities of such series.
Notwithstanding any other provisions in this Indenture,
however, the right of any holder of any Security to receive payment of the principal of, premium, if any, and interest, if any, on such
Security, on or after the respective due dates expressed in such Security, or upon redemption, by declaration, repayment or otherwise,
or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without
the consent of such holder, and no provision of the Securities of any series or of this Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest, if any, on the Securities
of such series at the respective places, at the respective times, at the respective rates and in the coin or currency, therein and herein
prescribed.
Section 6.05 Proceedings
by Trustee. 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 by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.
Section 6.06 Remedies
Cumulative and Continuing. All powers and remedies given by this Article Six to the Trustee or to the Securityholders of any
series shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the holders of such Securities, by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any holder of any such Securities
to exercise any right or power accruing upon any 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 Six or by law to the Trustee or to the Securityholders of any series may be exercised from time
to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders of such series.
Section 6.07 Direction
of Proceedings and Waiver of Defaults by Securityholders.
(a) The
holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding 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 the Securities of such series; provided, however, that (subject to the provisions of Section
7.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that
the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees,
executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding
so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified.
(b) Prior
to any acceleration or declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal
amount of the Securities of such series at the time Outstanding may, on behalf of the holders of all of the Securities of such series,
waive any past default or Event of Default with respect to such series and its consequences except a default in the payment of interest,
if any, on, or the principal of or premium, if any, on any Security of such series, or in the payment of any sinking fund installment
or analogous obligation with respect to Securities of such series, or in respect of a covenant or provision hereof which under Section
10.02 cannot be modified or amended without the consent of the holder of each Security affected. Upon any such waiver the Company, the
Trustee and the holders of the Securities of that 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 Event of Default or impair any right consequent thereon. Whenever
any default or Event of Default hereunder shall have been waived as permitted by this Section 6.07(b), said default or Event of Default
shall for all purposes of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing.
Section 6.08 Notice
of Defaults. The Trustee shall, within 90 days after the occurrence of a default with respect to the Securities of any series,
deliver to all holders of Securities of such series, as the names and addresses of such holders appear upon the registry books of the
Company, notice of all defaults with respect to such series actually known to the Trustee, unless such defaults shall have been cured
or waived before the giving of such notice (the term “defaults” for the purpose of this Section 6.08 being hereby defined
to be the events specified in Section 6.01 or established with respect to such Securities as contemplated by Section 2.02, not including
the periods of grace, if any, provided for therein or established with respect to such Securities as contemplated by Section 2.02 and
irrespective of the giving of the notices specified in clauses (d) and (e) of Section 6.01 or established with respect to such Securities
as contemplated by Section 2.02); provided, however, that except in the case of default in the payment of the principal
of, premium, if any, or interest, if any, on any of the Securities of such series or in the making of any sinking fund installment or
analogous obligation with respect to such series, 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 determines
that the withholding of such notice is in the interest of the holders of Securities of such series.
Section 6.09 Undertaking
to Pay Costs. All parties to this Indenture agree, and each holder of any Security by his 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, omitted or suffered 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 6.09 shall not apply (i) to any suit instituted by the Trustee, (ii) to
any suit instituted by any holder of Securities of any series or group of such holders, holding in the aggregate more than ten percent
in principal amount of the Outstanding Securities of such series or (iii) to any suit instituted by any Securityholder for the enforcement
of the payment of the principal of, premium, if any, or interest, if any, on any Security (A) on or after the due date expressed in such
Security, (B) on or after the date fixed for redemption or repayment or (C) after such Security shall have become due by declaration.
ARTICLE
VII
CONCERNING THE TRUSTEE
Section 7.01 Duties
and Responsibilities of Trustee. With respect to the holders of any series of Securities issued hereunder, the Trustee, prior
to the occurrence of an Event of Default with respect to the Securities of such series and after the curing or waiving of all Events of
Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has not been cured
or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to such series, and use
the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.
No provision of this Indenture shall be construed
to relieve the Trustee from liability for its own grossly negligent action, its own negligent failure to act, or its own willful misconduct,
except that
(a) 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 Events of Default
with respect to such series which may have occurred:
(i) the
duties and obligations of the Trustee with respect to the Securities of a series shall be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable 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
(ii) in
the absence of bad faith on the part of the Trustee, the Trustee may 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 which by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of
this Indenture;
(b) the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it
shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(c) the
Trustee shall not be liable with respect to any action taken, omitted or suffered to be taken by it in good faith in accordance with the
direction of the holders of Securities of any series pursuant to Section 6.07 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 Securities of such series;
(d) whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct of, the liability of or affording protection
to the Trustee for any series of Securities shall be subject to the provisions of this Section 7.01;
(e) the
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company; and
(f) money
held in trust by the Trustee need not be segregated from other funds except as required by law.
None of the provisions of this Indenture shall
be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
The provisions of this Section 7.01 are in furtherance
of and subject to Section 315 of the Trust Indenture Act of 1939.
Section 7.02 Reliance
on Documents, Opinions, etc. In furtherance of and subject to the Trust Indenture Act of 1939, and subject to the provisions
of 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, direction, consent, order, 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 an instrument signed in the name
of the Company by any one of its Authorized Officers (unless other evidence in respect thereof be herein specifically prescribed); and
any resolution of the Board of Directors of the Company may be evidenced to the Trustee by a copy thereof certified by the Secretary,
an Assistant Secretary or an Attesting Secretary of the Company;
(c) the
Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken, omitted or suffered to be taken by it hereunder in good faith and in accordance with such Opinion of Counsel;
(d) the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction
of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee
security or indemnity reasonably satisfactory to it against the loss, costs, expenses and liabilities which might be incurred therein
or thereby;
(e) the
Trustee shall not be liable for any action taken, omitted or suffered 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 inquiry or investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document unless requested in writing
so to do by the holders of a majority in aggregate principal amount of the Securities of any series affected then Outstanding; provided,
however, that if the payment within a reasonable time to the Trustee of the costs and 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 conferred
upon 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; and the reasonable expense of such investigation shall be paid by the Company, or, if paid by the Trustee,
shall be repaid by the Company upon demand;
(g) the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys,
and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care
by it hereunder;
(h) the
Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or written notice of any event which is in fact such a default or Event of Default is received by the Trustee at the Corporate
Trust Office of the Trustee and such notice references the Securities and this Indenture;
(i) 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 it capacities hereunder and each agent, custodian and other Person
employed to act hereunder;
(j) 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 take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person
authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously
delivered and not superseded;
(k) the
Trustee shall not be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss or profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;
(l) the
Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and powers under this Indenture;
and
(m) the
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising
out of or caused, directly or indirectly by circumstances beyond its reasonable control, including, without limitation, acts of God, earthquakes,
fire, flood, terrorism, wars and other military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunction of utilities
or communication services and acts of civil or military authorities and governmental action.
Section 7.03 No
Responsibility for Recitals, etc. The recitals contained herein and in the Securities shall be taken as the statements
of the Company (except in the Trustee’s certificates of authentication), and the Trustee assumes no responsibility for the correctness
of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or the Securities, provided that
the Trustee shall not be relieved of its duty to authenticate Securities only as authorized by this Indenture. The Trustee shall not be
accountable for the use or application by the Company or any of the Securities or of the proceeds thereof.
Section 7.04 Ownership
of Securities. The Trustee and any agent of the Company or of the Trustee, 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 or such agent.
Section 7.05 Moneys
to be Held in Trust. Subject to the provisions of Sections 12.05 and 12.06 hereof, all moneys received by the Trustee or any
paying agent 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. Neither the Trustee nor any paying agent shall be under any liability
for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon. So long as no Event of
Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written
order of the Company, signed by any one of its Authorized Officers.
Section 7.06 Compensation
and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such reasonable compensation agreed in writing between the Company and the Trustee (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust) and, except as otherwise expressly provided, the Company will pay
or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance
with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad
faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized
by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien,
shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances
thereon. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this
trust and its duties hereunder, including the costs and expenses of defending itself against any claim of liability in the premises. The
obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities.
Section 7.07 Officer’s
Certificate as Evidence. Subject to the provisions of Sections 7.01 and 7.02, whenever in the administration of the provisions
of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or
suffering any action to be taken 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 Officer’s
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, omitted or suffered by it under the provisions of this Indenture upon the faith thereof.
Section 7.08 Indentures
Not Creating Potential Conflicting Interests For The Trustee. The following indenture is hereby specifically described for
the purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: this Indenture with respect to the Securities of any other series.
Section 7.09 Eligibility
of Trustee. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United
States or any state, which (a) is authorized under such laws to exercise corporate trust powers, (b) is subject to supervision or examination
by U.S. Federal or State authority and (c) shall have at all times a combined capital and surplus of not less than fifty million dollars.
If such corporation 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 7.09, the combined capital and surplus of such corporation at any time shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.09, the Trustee shall resign immediately in
the manner and with the effect specified in Section 7.10. The provisions of this Section 7.09 are in furtherance of and subject to Section
310(a) of the Trust Indenture Act of 1939.
Section 7.10 Resignation
or Removal of Trustee.
(a) The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Securities
by giving written notice of resignation to the Company and by mailing notice thereof to the holders of the applicable series of Securities
at their addresses as they shall appear on the registry books of the Registrar. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument, in duplicate, executed
by order of the Board of Directors of the Company, 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 with respect to any series and have accepted appointment
within 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction
for the appointment of a successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities of the applicable
series for at least six months may, subject to the provisions of Section 6.09, 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 of the following shall occur—
(i) the
Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities
after written request therefor by the Company or by any Securityholder who has been a bona fide holder of a Security or Securities of
such series for at least six months, or
(ii) the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and Section 310(a) of the Trust Indenture Act of
1939 with respect to any series of Securities 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 with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed 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 such series and appoint a successor trustee with respect to such series by written instrument, in duplicate,
executed by order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee so removed
and one copy to the successor trustee, or, subject to the provisions of Section 315(e) of the Trust Indenture Act of 1939, any Securityholder
who has been a bona fide holder of a Security or Securities of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee
with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee
and appoint a successor trustee with respect to such series.
(c) The
holders of a majority in aggregate principal amount of the Securities of one or more series (each series voting as a class) or all series
at the time Outstanding may at any time remove the Trustee with respect to the applicable series or all series, as the case may be, and
appoint with respect to the applicable series or all series, as the case may be, a successor trustee by written notice of such action
to the Company, the Trustee and the successor trustee.
(d) Any
resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 7.11.
(e) No
predecessor Trustee shall be liable for the acts or omissions of any successor Trustee.
Section 7.11 Acceptance
by Successor Trustee. Any successor trustee appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee with respect to any or all applicable series shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of
its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the
Company or of the successor trustee, the trustee ceasing to act shall, upon payment (or due provision therefor) of any amounts then due
it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights
and powers with respect to such series of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall
execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section 7.06.
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 predecessor trustee and each successor trustee
with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain
such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor
trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in
the predecessor trustee and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture
shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such trustee.
No successor trustee with respect to a series
of Securities shall accept appointment as provided in this Section 7.11 unless at the time of such acceptance such successor trustee shall,
with respect to such series, be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of
Section 7.09.
Upon acceptance of appointment by a successor
trustee with respect to any series as provided in this Section 7.11, the Company shall mail notice of the succession of such trustee hereunder
to the holders of Securities of such series at their addresses as they shall appear on the registry books of the Company. If the Company
fails to mail such notice within ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause
such notice to be mailed at the expense of the Company.
Section 7.12 Succession
by Merger, etc. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor to the Trustee hereunder, provided such Person shall
be qualified under Section 310(b) of the Trust Indenture Act of 1939 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 at the time such successor to the Trustee
shall succeed to the trust created by this Indenture with respect to one or more series of Securities any of such Securities shall have
been authenticated but not delivered, any such successor to the Trustee by merger, conversion or consolidation may adopt the certificate
of authentication of any predecessor trustee and deliver such Security so authenticated; and in case at that time any of such Securities
shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of such successor
to the Trustee or, if such successor to the Trustee is a successor by merger, conversion or consolidation, the name of any predecessor
hereunder; and in all such cases such certificate shall have the full force which it is anywhere in such Securities or in this Indenture
provided that the certificate of the Trustee shall have.
Section 7.13 Appointment
of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents which shall be authorized to act on behalf
of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer, partial conversion or
partial redemption or pursuant to Section 2.07, 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. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at
all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by U.S. Federal or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.
Any corporation into which an Authenticating Agent
may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business
of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
An Authenticating Agent may resign at any time
by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written
notice of such appointment by first-class mail, postage prepaid, to all holders of Securities as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.
The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section.
If an appointment is made pursuant to this Section,
the Securities may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate
of authentication in the following form:
“Dated:
This is one of the Securities described in the
within-mentioned Indenture.
|
|
, as Trustee |
|
|
|
|
By: |
|
|
As Authenticating Agent |
|
|
|
|
By: |
|
|
Authorized Signatory” |
ARTICLE
VIII
CONCERNING THE SECURITYHOLDERS
Section 8.01 Action
of Securityholders. Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal
amount of the Securities of any or all 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 specified
percentage have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing.
Section 8.02 Proof
of Execution by Securityholders. Subject to the provisions of Sections 7.01 and 7.02, proof of the execution of any instrument
by a Securityholder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may
be prescribed by the Trustee or in such manner as shall be reasonably satisfactory to the Trustee. The ownership of Securities shall be
proved by the registry books of the Registrar.
The Company may set a record date for purposes
of determining the identity of holders of Securities of any series entitled to vote or consent to or revoke any action referred to in
Section 8.01, which record date may be set at any time or from time to time by notice to the Trustee, for any date or dates (in the case
of any adjournment or reconsideration) not more than 60 days nor less than five days prior to the proposed date of such vote or consent,
and thereafter, notwithstanding any other provisions hereof, with respect to Securities of any series, only holders of Securities of such
series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent.
Section 8.03 Who
Are Deemed Absolute Owners. The Company, the Trustee and any agent of the Company or of the Trustee may deem the person in
whose name any Security shall be registered upon the books of the Company to be, and may treat him as, the owner of such Security (whether
or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the principal of, premium, if any, and (subject to Section 2.04) interest, if any, on such Security and for
all other purposes; and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice
to the contrary. All such payments so made to any holder for the time being, or upon his order, shall be valid, and, to the extent of
the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security.
No Beneficial Owner of a beneficial interest in
any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security,
and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Security
for all purposes whatsoever. None of the Company, the Trustee or any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security
or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Section 8.04 Company-Owned
Securities Disregarded. In determining whether the holders of the requisite aggregate principal amount of Securities have concurred
in any demand, request, notice, direction, consent or waiver under this Indenture, Securities which are owned by the Company or any other
obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any other obligor on the Securities with respect to which
such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; provided,
that for the purposes of determining whether the Trustee shall be protected in conclusively relying on any such demand, request, notice,
direction, consent or waiver only Securities which the Trustee actually knows are so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 8.04 if the pledgee shall establish
to the satisfaction of the Trustee the pledgee’s right to vote 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 the
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 Revocation
of Consents; Future Holders Bound. 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 percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action, any holder of a Security which 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 at
its principal office 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 of such Security, irrespective of whether or not any notation in regard thereto is made upon such Security or any Security issued
in exchange or substitution therefor.
ARTICLE
IX
[RESERVED]
ARTICLE
X
SUPPLEMENTAL INDENTURES
Section 10.01 Supplemental
Indentures without Consent of Securityholders. The Company, when authorized by resolution of the Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following
purposes:
(a) to
evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company pursuant to Article Eleven hereof;
(b) to
add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of
all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such
covenants are expressly being included for the benefit of such series) as the Board of Directors of the Company and the Trustee shall
consider to be for the protection of the holders of such Securities, and to make the occurrence, or the occurrence and continuance, of
a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that
in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular
period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for
an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;
(c) to
add any additional Events of Default (and, if such Events of Default are to be applicable to less than all series of Securities, stating
that such Events of Default are applicable only to specified series);
(d) to
provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and
to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered form and
to make all appropriate changes for such purpose;
(e) to
establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01
and 2.02;
(f) to
provide for uncertificated debt securities in addition to or in place of certificated debt securities;
(g) to
cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective
or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard
to matters or questions arising under this Indenture which shall not materially adversely affect the interests of the holders of any Securities;
provided, however, that any amendment made solely to conform the provisions of this Indenture to the description of the
Securities contained in the prospectus or other offering document pursuant to which the Securities were sold will be deemed not to adversely
affect the interests of the holders of the Securities as set forth in an Officer’s Certificate;
(h) to
modify or amend this Indenture to permit the qualification of this Indenture or any indentures supplemental hereto under the Trust Indenture
Act of 1939, as amended;
(i) to
add to or change any provision of this Indenture to provide that bearer Securities may be registrable as to principal, to change or eliminate
any restrictions on the payment of principal or premium with respect to registered Securities or of principal, premium or interest with
respect to bearer Securities, or to permit registered Securities to be exchanged for bearer Securities; provided, however,
that any such addition, change or elimination may not materially adversely affect the interests of any holders of Securities at the time
Outstanding nor permit or facilitate the issuance of Securities of any series in uncertificated form;
(j) to
add guarantees with respect to the Securities of any series or to secure the Securities of any series;
(k) to
evidence and provide for the acceptance of appointment hereunder by a successor or separate trustee with respect to the Securities of
one or more series or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.11 or pursuant to Section 2.02(q);
and
(l) to
add to, change or eliminate any of the provisions of this Indenture; provided, however, that any such addition, change or
elimination may be effected only when no Outstanding Security of any series created prior to the execution of such supplemental indenture
is entitled to the benefit of such provision.
The Trustee is hereby authorized to join with
the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may
be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated
to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.
Any supplemental indenture authorized by the provisions
of this Section 10.01 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 10.02.
Section 10.02 Supplemental
Indentures with Consent of Securityholders. With the written consent (evidenced as provided in Sections 8.01 and 8.02) of the
holders of a majority in the aggregate principal amount of the Securities of each series (each series voting as a class) affected by such
supplemental indenture at the time Outstanding, the Company and the Trustee may from time to time and at any time enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Securities or each such
series; provided, however, that no such supplemental indenture shall (i) change the stated maturity of principal of, or
any installment of principal of or interest on, any Security, (ii) reduce the rate of or extend the time of payment of interest, if any,
on any Security or alter the manner of calculation of interest payable on any Security (except as part of any remarketing of the Securities
of any series, or any interest rate reset with respect thereto in each case in accordance with the terms thereof), (iii) reduce the principal
amount or premium, if any, on any Security, (iv) make the principal amount or premium, if any, or interest, if any, on any Security payable
in any coin or currency other than that provided in any Security, (v) reduce the percentage in principal amount of Securities of any series
the holders of which are required to consent to any such supplemental indenture or any waiver of any past default or Event of Default
pursuant to Section 6.07(b), (vi) change any place of payment where the Securities of any series or interest thereon is payable, (vii)
impair the right of any holder of a Security to institute suit for any such payment, reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.01, adversely
affect the right of repayment, if any, at the option of the holder or extend the time or reduce the amount of any payment to any sinking
fund or analogous obligation relating to any Security, or (viii) modify any provision of Section 6.07(b) or 10.02 (except to increase
any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the
holder of each Security so affected), without, in the case of each of the foregoing clauses (i) through (viii), the consent of the holder
of each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which
has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the
holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the holders of Securities of any other series.
Upon the request of the Company, accompanied by
a copy of the resolutions of the Board of Directors authorizing the execution and delivery of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Securityholders 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.
It shall not be necessary for the consent of the
Securityholders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such consent shall approve the substance thereof.
Section 10.03 Compliance
with Trust Indenture Act; Effect of Supplemental Indentures. Any supplemental indenture executed pursuant to the provisions
of this Article Ten shall comply with the Trust Indenture Act of 1939, as then in effect. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Ten, this Indenture shall 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 the Securities 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 10.04 Notation
on Securities. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions
of this Article Ten may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.
If the Company or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed
by the Company, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.
Section 10.05 Evidence
of Compliance of Supplemental Indenture to be Furnished Trustee. The Trustee, subject to the provisions of Sections 7.01 and
7.02, may receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed
pursuant hereto complies with the requirements of this Article Ten and constitutes the legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms, subject to customary exceptions and qualifications.
ARTICLE
XI
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
Section 11.01 Company
May Consolidate, Merge Or Sell Assets on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall
be deemed to prevent the consolidation or merger of the Company with or into any other corporation, or the merger into the Company of
any other corporation, or the sale by the Company of its assets as, or substantially as, an entirety, or otherwise; provided, however,
that (a) in case of any such consolidation or merger the corporation resulting from such consolidation or any corporation other than the
Company into which such merger shall be made shall succeed to and be substituted for the Company with the same effect as if it has been
named herein as a party hereto and shall become liable and be bound for, and shall expressly assume, by a supplemental indenture hereto,
executed and delivered to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all
the Securities of each series and the Coupons, if any, appertaining thereto and the performance and observance of each and every covenant
and condition of this Indenture on the part of the Company to be performed or observed, (b) as a condition of any such sale of the assets
of the Company as, or substantially as, an entirety, the corporation to which such assets shall be sold shall (i) expressly assume the
due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Securities of each series and the Coupons,
if any, appertaining thereto and the performance and observance of all the covenants and conditions of this Indenture on the part of the
Company to be performed or observed and (ii) simultaneously with the delivery to it of the conveyances or instruments of transfer of such
assets, execute and deliver to the Trustee a supplemental indenture thereto, in form satisfactory to the Trustee, whereby such purchasing
corporation shall so assume the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Securities
of each series and the Coupons, if any, appertaining thereto and the performance and observance of each and every covenant and condition
of this Indenture on the part of the Company to be performed or observed, to the same extent that the Issuer is bound and liable, (c)
the Company is not, or such successor corporation is not, immediately after such merger, consolidation or sale, in default in the performance
of any obligations under this Indenture and (d) deliver an Officer’s Certificate and Opinion of Counsel that such transaction is
permitted by this Indenture and all conditions precedent have been complied with.
Section 11.02 Successor
Corporation or Limited Liability Company to be Substituted. In case of any such merger, consolidation or sale, and upon any
such assumption by the successor corporation or limited liability company, such successor corporation or limited liability company shall
succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and the Company shall
be relieved of any further obligation under this Indenture and under the Securities. Such successor corporation or limited liability company
thereupon may cause to be signed, and may issue either in its own name or in the name of SAI.TECH Global Corporation, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor corporation or limited liability company, instead of the Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation
or limited liability company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so
issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.
In case of any such merger, consolidation or sale,
such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.
Section 11.03 Documents
to be Given Trustee. The Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Officer’s Certificate
and an Opinion of Counsel as conclusive evidence that any such consolidation, merger or sale, and any such assumption, comply with the
provisions of this Article Eleven.
ARTICLE
XII
SATISFACTION AND DISCHARGE OF INDENTURE
Section 12.01 Discharge
of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Securities theretofore authenticated (other
than any Securities which shall have been destroyed, lost or stolen or in lieu of or in substitution for which other Securities shall
have been authenticated and delivered, or which shall have been paid, pursuant to the provisions of Section 2.07 or Securities for whose
payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 12.06) and not theretofore
cancelled, or (b) all the Securities not theretofore cancelled or 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 with the Trustee, in trust, funds sufficient
to pay at maturity or upon redemption all of the Securities (other than any (i) Securities which shall have been destroyed, lost or stolen
and in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid,
pursuant to the provisions of Section 2.07 or (ii) Securities for whose payment money has theretofore been deposited in trust and thereafter
repaid to the Company as provided in Section 12.06) not theretofore cancelled or delivered to the Trustee for cancellation, including
principal, premium, if any, and interest, if any, due or to become due to such date of maturity or date fixed for redemption, as the case
may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities, (ii) substitution
of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest
thereon, and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities
of the Trustee hereunder and (v) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officer’s Certificate and
an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture, the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee in connection with this Indenture or the Securities.
Section 12.02 Legal
Defeasance. On the 91st day following the deposit referred to in clause (a), the Company will be deemed to have paid and will
be discharged from its obligations in respect of the Securities of the series with respect to which such deposit shall have been made
and the Indenture with respect to such Securities, other than (i) the rights of the Securityholders of Outstanding Securities of such
series to receive, solely from the trust fund described in clause (a), payments in respect of the principal of and interest on such securities
when such payments are due and (ii) its obligations in Article Two and Sections 4.02, 7.06, 7.10, 12.06; and 12.07 provided the following
conditions have been satisfied:
(a) The
Company has irrevocably deposited in trust with the Trustee, as trust funds solely for the benefit of the Securityholders of such series,
money sufficient, or U.S. Government Obligations, the principal of and interest on which shall be sufficient, or a combination thereof
sufficient, in the opinion of the Board of Directors of the Company evidenced by a resolution set forth in an Officer’s Certificate
delivered to the Trustee, without consideration of any reinvestment, to pay principal of, premium, if any, and interest, if any, on the
Securities of such series to maturity or redemption, as the case may be, provided that any redemption before maturity has been irrevocably
provided for under arrangements satisfactory to the Trustee.
(b) The
deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound.
(c) The
Company has delivered to the Trustee either (x) a ruling received from the Internal Revenue Service to the effect that the holders of
the Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance
and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would otherwise have
been the case or (y) an Opinion of Counsel, based on a change in law after the date of the Indenture, to the same effect as the ruling
described in clause (x).
(d) The
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions
precedent provided for herein relating to the defeasance have been complied with.
Prior to the end of the 91-day period, none of
the Company’s obligations under the Indenture with respect to the Securities of such series will be discharged. Thereafter, the
Trustee, upon the request and at the cost and expense of the Company, will acknowledge in writing the discharge of the Company’s
obligations under the Securities of such series and the Indenture with respect to such series except for the surviving obligations specified
above.
As used herein, “U.S. Government Obligation”
means (x) any security which is (i) a direct obligation of the United States of America for the payment of which its full faith and credit
is pledged or (ii) an obligation 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,
which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933) as custodian with respect to any U.S. Government Obligation which
is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except
as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt
from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.
Section 12.03 Covenant
Defeasance. After the 91st day following the deposit referred to in clause (a) with respect to the Securities of a series,
the Company’s obligations set forth in the covenant or covenants for such series of Securities established as contemplated by Section
2.02(t) will terminate, and clauses (d) (to the extent relating to such covenant or covenants), (e) and (h) of Section 6.01 will no longer
constitute Events of Default with respect to the Securities of a series, provided the following conditions have been satisfied:
(a) the
Company has complied with clauses (a), (b) and (d) of Section 12.02; and
(b) the
Company has delivered to the Trustee an Opinion of Counsel to the effect that the holders of the Securities of such series will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to U.S. federal income tax
on the same amount and in the same manner and at the same times as would otherwise have been the case.
Except as specifically stated above, none of the
Company’s obligations under the Indenture will be discharged.
Section 12.04 Deposited
Moneys to be Held in Trust by Trustee; Miscellaneous Provisions. All moneys and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to the provisions of Section 12.02 or 12.03 shall be held in trust and applied by
it to the payment, either directly or through any paying agent (including the Company if acting as its own paying agent), to the holders
of the particular Securities for payment or redemption of which such moneys or U.S. Government Obligations have been deposited with the
Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest, if any.
The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 12.01
or 12.03 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the
account of the holders of the Securities.
Anything in this Article to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon request of the Company any money or U.S. Government Obligations
held by it as provided in Section 12.02 or 12.03 with respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof
which would then be required to be deposited to effect the legal defeasance or covenant defeasance, as the case may be, with respect to
such Securities.
Section 12.05 Paying
Agent to Repay Moneys Held. Upon the satisfaction and discharge of this Indenture all moneys then held by any paying agent
of the Securities (other than the Trustee) shall, upon demand of the Company, be repaid to the Company or paid to the Trustee, and thereupon
such paying agent shall be released from all further liability with respect to such moneys.
Section 12.06 Return
of Unclaimed Moneys. Any moneys deposited with or paid to the Trustee for payment of the principal of, premium, if any, or
interest, if any, on Securities of any series and not applied but remaining unclaimed by the holders of Securities of that series for
two years after the date upon which the principal of, premium, if any, or interest, if any, on such Securities, as the case may be, shall
have become due and payable, shall be repaid to the Company by the Trustee on written demand; and the holder of any such Securities shall
thereafter look only to the Company for any payment which such holder may be entitled to collect and all liability of the Trustee with
respect to such money shall thereupon cease.
Section 12.07 Reinstatement.
If and for so long as the Trustee is unable to apply any money or U.S. Government Obligations held in trust pursuant to Section 12.01,
12.02 or 12.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s obligations under the Indenture and the Securities will be
reinstated as though no such deposit in trust had been made. If the Company makes any payment of principal of or interest on any Securities
because of the reinstatement of its obligations, it will be subrogated to the rights of the Securityholders of such Securities to receive
such payment from the money or U.S. Government Obligations held in trust.
ARTICLE
XIII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
Section 13.01 Indenture
and Securities Solely Corporate Obligations. No recourse for the payment of the principal of, premium, if any, or interest,
if any, on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in any Security, or because of the creation
of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present
or future, of the Company or of any successor corporation, either directly or through the Company or any 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 all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issue of the Securities.
ARTICLE
XIV
MISCELLANEOUS PROVISIONS
Section 14.01 Provisions
Binding on Company’s Successors. All the covenants, stipulations, promises and agreements in this Indenture contained
by the Company shall bind its successors and assigns whether so expressed or not.
Section 14.02 Official
Acts by Successor Corporation. 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 like
board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Company.
Section 14.03 Addresses
for Notices, Notice to Holders, Waiver. Any notice or demand which by any provision of this Indenture is required or permitted
to be given or served by the Trustee or by the holders of Securities on the Company may be given or served by being deposited postage
prepaid by first class mail in a post office letter box addressed (until another address is filed by the Company with the Trustee) to
SAI.TECH Global Corporation, #01-05 Pearl’s Hill Terrace, Singapore, 168976, Attn: Ian Chow. Any notice, direction, request or demand
by any Securityholder 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 principal office of the Trustee, addressed to the attention of its corporate trust office as specified in Section 7.13
hereof.
Where this Indenture provides for notice of holders
of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each holder affected by such event, at its address as it appears in the Security register, not later than the latest
date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to
holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular holder shall
affect the sufficiency of such notice with respect to other holders. Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by holders shall be filed with the Trustee, but such filing shall not be a condition precedent
to the validity of any action taken in reliance upon such waiver.
In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be
made with approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.
Section 14.04 New
York Contract. This Indenture and each Security shall be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts of laws principles thereof.
Section 14.05 Evidence
of Compliance with Conditions Precedent. Upon any application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent have been complied with.
Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the
nature and scope of the examination or investigation upon which the statements or opinion contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether
or not, in the opinion of such person, such condition or covenant has been complied with.
Section 14.06 Legal
Holidays. In any case where the date of maturity of interest, if any, on or principal of, or premium, if any, on the Securities
or the date fixed for redemption or repayment of any Security will be in The City of New York, New York, a Saturday, a Sunday, a legal
holiday or a day on which banking institutions are authorized or required by law or executive order to close or remain closed, then payment
of such interest, if any, on or principal of or premium, if any, on the Securities need not be made on such date but may be made on the
next succeeding day not in such city, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required
by law or executive order to close or remain closed, with the same force and effect as if made on the date of maturity or a date fixed
for redemption or repayment, and no interest shall accrue for the period from and after such date.
Section 14.07 Securities
in a Specified Currency other than Dollars. Unless otherwise specified as contemplated by Section 2.02 with respect to a particular
series of Securities, whenever for purposes of this Indenture any action may be taken by the holders of a specified percentage in aggregate
principal amount of Securities of all series or all series affected by a particular action at the time Outstanding and, at such time,
there are Outstanding any Securities of any series which are denominated in a Specified Currency other than Dollars then the principal
amount of Securities of such series which shall be deemed to be Outstanding for the purpose of taking such action shall be that amount
of Dollars that could be obtained for such amount of such Specified Currency at the Market Exchange Rate. For purposes of this Section
14.07, Market Exchange Rate shall mean the noon Dollar buying rate in New York City for cable transfers of the Specified Currency published
by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such Specified Currency,
the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York
or such other quotations as the Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent
principal amount in respect of Securities of a series denominated in a Specified Currency other than Dollars in connection with any action
taken by holders of Securities pursuant to the terms of this Indenture, including, without limitation, any determination contemplated
in Section 6.01(d) or (e).
All decisions and determination of the Trustee
regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon
the Company and all Securityholders.
Section 14.08 Trust
Indenture Act to Control. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation
of, Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties or incorporated provision shall control.
Section 14.09 Table
of Contents, Headings, etc. The table of contents and the titles and headings of the articles and sections of this Indenture
have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any
of the terms or provisions hereof.
Section 14.10 Execution
in Counterparts. This Indenture may be executed in any number of counterparts (including
those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), all of which taken together shall
constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission (including any electronic
signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act
or other applicable law, e.g., www.docusign.com) shall be as effective as delivery of a manually signed counterpart hereof.
Section 14.11 Separability;
Benefits. In case any one or more of the provisions contained in this Indenture or in the Securities shall for any reason be
held to be invalid, illegal or unenforceable, in any respect, then, to the extent permitted by law, such invalidity, illegality or unenforceability
of the remaining provisions shall not in any way be affected or impaired thereby.
Section 14.12 Section
14.12 U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act,
the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to
obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account
with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may reasonably request
in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.
Nothing in this Indenture or in the Securities,
expressed or implied, shall give to any person, other than the parties hereto and their successors hereunder, and the holders of the Securities,
any benefit or any legal or equitable right, remedy or claim under this Indenture.
IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed as of the date first written above.
|
SAI.TECH GLOBAL CORPORATION |
|
|
|
By: |
|
|
Name: |
|
Title: |
|
|
|
, as Trustee |
|
|
|
By: |
|
|
Name: |
|
Title: |
36
Exhibit 5.1
|
Harney Westwood & Riegels |
|
3rd Floor, Harbour Place |
103 South Church Street, PO Box 10240 |
Grand Cayman KY1-1002, Cayman Islands |
Tel: +1 345 949 8599 |
|
Fax: +1 345 949 4451 |
19 July 2023
philip.graham@harneys.com
+1 284 852 2551
056136.0001
SAI.TECH Global Corporation
#01-05 Pearl’s Hill Terrace
Singapore
168976
Dear SAI.TECH Global Corporation
SAI.TECH Global Corporation (the Company)
We are lawyers qualified to practise
in the Cayman Islands and have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in relation
to the Company’s F-3 Registration Statement, as may be amended from time to time (the “Statement”) and
the offering of up to $300,000,000 of the Company’s Class A Ordinary Shares, par value $0.0001 per share, debt securities, warrants,
rights, and units, or any combination thereof, including in one or more series, together or separately, as described in the Statement
(the “Securities”).
In this opinion the “Companies
Act” means the Companies Act (2022 Revision) of the Cayman Islands. Capitalised terms used in this opinion shall
have the meaning given to them in the Statement, unless the context otherwise provides.
For the purposes of giving this opinion,
we have examined the Documents (as defined in Schedule 1). We have not examined any other documents, official or corporate records or
external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation
to the transaction which is the subject of this opinion.
In giving this opinion we have relied
upon the assumptions set out in Schedule 11 which we have not verified.
Based solely upon the foregoing examinations
and assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule
3, we are of the opinion that under the laws of the Cayman Islands:
1 | Existence and Good Standing. The Company is an exempted company duly incorporated with limited
liability and is validly existing and in good standing under the laws of the Cayman Islands. It is a separate legal entity and is subject
to suit in its own name. |
2 | Authorised Capital. The authorised share capital of the Company is US$35,000 consisting of 350,000,000
shares of par value US$0.0001 each, divided into 330,369,366 Class A Ordinary Shares of par value US$0.0001 each, 9,630,634 Class B Ordinary
Shares of par value US$0.0001 each and 10,000,000 Preference Shares of par value US$0.0001 each. |
Harney
Westwood & Riegels is registered under the Limited Liability Partnership Act 2017 of the laws of the Cayman Islands. Jersey legal
services are provided through a referral arrangement with Harneys (Jersey) which is an independently owned and controlled Jersey
law firm. |
|
Anguilla
| Bermuda | British Virgin Islands | Cayman Islands Cyprus | Hong Kong | Jersey | London | Luxembourg Montevideo | São Paulo
| Shanghai | Singapore harneys.com |
3 | Issued Securities. As of the date of the Director’s Certificate, the Company had 14,113,299
Class A Ordinary Shares issued and outstanding, and 2,244,493 IPO Warrants, to purchase Class A Ordinary Shares at an exercise price of
$11.50 per share, issued and outstanding. 9,630,634 Class B Ordinary Shares are issued and outstanding, and there are no Preference Shares
issued and outstanding. |
4 | Capacity and Power. The execution and delivery of the Statement by the Company and the performance
of its obligations thereunder are within the corporate capacity and power of the Company and have been duly authorised and approved by
all necessary corporate action of the Company. |
5 | The Securities. The Securities, as contemplated by the Statement, have been duly authorised by
all necessary corporate action of the Company and upon the issue of the corresponding Class A Ordinary Shares (by the entry of the name
of the relevant registered owner in the register of members of the Company (the Register of Members) confirming that such
shares have been issued credited as fully paid), delivery and payment therefor by the purchaser in accordance with the memorandum and
articles of association of the Company, the shares will have been validly issued, fully paid and non- assessable. |
As a matter of Cayman Islands law, a
share is only issued when it has been entered in the Register of Members.
This opinion is confined to the matters
expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands
courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We
express no opinion as to matters of fact.
This opinion is rendered for your benefit
and the benefit of your legal counsel (in that capacity only). Notwithstanding the above we hereby consent to the filing of this opinion
letter as an exhibit to the Statement.
Yours faithfully
/s/ Harney Westwood & Riegels
Harney Westwood & Riegels
v3.23.2
X |
- DefinitionDescription of changes contained within amended document.
+ References
+ Details
Name: |
dei_AmendmentDescription |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionISO 3166-1 alpha-2 country code.
+ References
+ Details
Name: |
dei_EntityAddressCountry |
Namespace Prefix: |
dei_ |
Data Type: |
dei:countryCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
SAI TECH Global (NASDAQ:SAI)
Historical Stock Chart
From Aug 2024 to Sep 2024
SAI TECH Global (NASDAQ:SAI)
Historical Stock Chart
From Sep 2023 to Sep 2024