Common use of TERMS AND FORM Clause in Contracts

TERMS AND FORM. The Securities may be issued from time to time in one or more Series. Each Series shall be limited to such aggregate principal amount, shall bear the title and interest at the rates and from the dates, shall mature at the times, shall or may be redeemable at the prices and upon the terms, and shall contain or be subject to all terms as shall be established in an indenture supplemental hereto or by or pursuant to a Board Vote (and, to the extent not set forth in the Board Vote, in an Officers’ Certificate detailing the adoption of terms pursuant to the Board Vote). Securities of a Series shall be substantially identical except as to denomination and except as may be otherwise provided in a Board Vote and/or an Officers’ Certificate or in an indenture supplemental hereto. In case of Securities of a Series to be issued from time to time, the Officers’ Certificate may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. The Securities of each Series hereunder shall be substantially in the form set forth in Exhibit A or in such form, including with respect to whether such Series shall be issued in whole or in part in the form of one or more Global Securities and the Depository for such Global Security or Securities, as shall be established pursuant to a Board Vote (and, to the extent not set forth in the Board Vote, in an Officers’ Certificate detailing the adoption of such form) or one or more indenture supplements to this Indenture, in each case, with such insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture, such Board Vote or such indenture supplement. If a form of any Security is approved by a Board Vote, such Officers’ Certificate shall also state that all conditions precedent relating to the authentication and delivery of such Security have been complied with and shall be accompanied by a copy of the Board Vote by or pursuant to which the form of such Security has been approved. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them, such approval to be conclusively evidenced by the execution of such Securities. Unless the form of a Security of a Series provides otherwise, each Security shall be dated the date of its authentication. Unless the form of a Security of a Series provides otherwise, the Securities of such Series shall be issued in denominations of $1,000 or multiples thereof.

TERMS AND FORM. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more Series. Each Series shall be limited to such aggregate principal amount, series of Securities and shall bear the title and interest title, interest, if any, at the rates and from the dates, shall mature at the times, shall or may be redeemable at the prices and upon the terms, shall be denominated and payable at the place or places and in the currency or currencies (which may be other than United States dollars), including composite currencies, and shall contain or be subject to all such other terms as shall be established in an indenture supplemental hereto or approved by or pursuant to a Board Vote (andResolution of the Company, to the extent not set forth in the Board VoteOfficers(1) Certificate, in an Officers’ Certificate detailing the adoption of terms pursuant to the Board Vote). Securities of a Series shall be substantially identical except as to denomination and except as may be otherwise provided in a Board Vote and/or an Officers’ Certificate or in an indenture supplemental hereto. In case of Securities of a Series one or more supplements to be issued from time to time, the Officers’ Certificate may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determinedthis Indenture. The Securities of each Series series hereunder shall be substantially in one or more forms approved from time to time by or pursuant to a Board Resolution of the Company, Officers(1) Certificate, or in one or more supplements to this Indenture establishing the following: (1) the title or designation of the Securities and the series in which such Securities shall be included (which, unless such Securities constitute part of a series of Securities previously issued, shall distinguish the Securities of the series from all other Securities); (2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.06, 2.07, 2.09 or 3.07); (3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both; any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series; and whether any Securities of the series are to be issuable initially in global form and, if so, (i) whether beneficial owners of interests in any such global Security may exchange such interest for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the form set forth manner specified in Exhibit A Section 2.09 and (ii) the name of the Depository or in such formthe U.S. Depository, including as the case may be, with respect to whether such Series any global Security; (4) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be issued dated if other than the date of original issuance of the first Security of the series to be issued; (5) if Securities of the series are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of any date or dates prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such date or dates; (6) the date or dates on which the principal, and premium, if applicable, of such Securities is payable; (7) the rate or rates (including the rate or rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear interest prior to maturity and, if applicable, the rate or rates at which overdue premium or interest shall bear interest, if any) at which such Securities shall bear interest, if any, or the method in which such rate or rates are determined, the date or dates from which such interest shall accrue, the dates on which such interest shall be payable and the record date for Holders entitled to the interest payable on Registered Securities on any such date, whether and under what circumstances Additional Amounts on such Securities shall be payable and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than as otherwise provided in this Indenture; (8) the place or places, if any, in addition to or other than The Borough of Manhattan, The City of New York, New York where the principal of and interest on or Additional Amounts, if any, payable in respect of such Securities shall be payable; (9) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be redeemed, in whole or in part part, at the option of the Company; (10) the terms of any sinking fund and the obligation, if any, of the Company to redeem or purchase such Securities pursuant to a sinking fund, at the option of a Holder thereof or otherwise and the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed or purchased in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities; (11) the denominations in which Registered Securities of the series, if any, shall be issuable, and the denominations in which Bearer Securities of the series, if any, shall be issuable, in either case if other than as otherwise provided in this Indenture; (12) if other than the principal amount thereof, the portion of the principal amount of such Securities which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01; (13) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency, including composite currencies, in which payment of the principal of or interest, if any, and any Additional Amounts in respect of such Securities shall be payable and whether the Securities of the series may be discharged other than as provided in Article 8; (14) if the principal of or interest, if any, and any Additional Amounts in respect of such Securities are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, including composite currencies, other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (15) if the amount of payments of principal of or interest, if any, or any Additional Amounts in respect of such Securities may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined including the purpose of determining the principal amount of such Securities deemed to be outstanding at any time; (16) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; (17) the terms, if any, pursuant to which the Securities of such series may be converted into or exchanged for shares of capital stock or other securities of the Company or any other Person. (18) any events of default, other than those set forth in Section 6.01, or covenants, other than those set forth in Article 4, with respect to Securities of such series; and (19) any other terms of the Securities (which terms shall not be inconsistent with the provisions of this Indenture). If the form of one the Security of any series is approved by or more Global Securities and the Depository for such Global Security or Securities, as shall be established pursuant to a Board Vote (andResolution of the Company, an Officers' Certificate of the Company delivered to the extent not set forth in the Board Vote, in an Officers’ Certificate detailing the adoption of such form) or one or more indenture supplements to this Indenture, in each case, with such insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture, such Board Vote or such indenture supplement. If a form of any Security is approved by a Board Vote, such Officers’ Certificate Trustee shall also state that all conditions precedent relating to the authentication and delivery of such Security have been complied with and shall be accompanied by a copy of the Board Vote Resolution of the Company by or pursuant to which the form of such Security has been approved. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them, such approval to be conclusively evidenced by the execution of such Securities. Unless the form of a Security of a Series provides otherwise, each Each Security shall be dated the date of its authentication. Each Security may contain any other terms as are not inconsistent with the provisions of this Indenture. All Securities of any one series and coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to denomination and the rate or rates of interest, if any, the time or times at which the principal thereof may be payable, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in the Officers' Certificate hereinabove described or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. The Securities of each series may be issued as Registered Securities without coupons or, if provided by the terms of the instrument establishing such series of Securities, as Bearer Securities, with or without coupons and, in either case, may be issued initially, temporarily or permanently in global form (as provided in Section 2.10). Unless the form of a Security of for a Series series provides otherwise, the Registered Securities of such Series shall be issued in denominations of $1,000 or integral multiples thereofthereof and Bearer Securities shall be issuable in the denomination of $5,000. Except as otherwise specified as contemplated by this Section 2.01 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.

TERMS AND FORM. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more Series. Each Series shall be limited to such aggregate principal amount, series of Securities and shall bear the title and interest title, interest, if any, at the rates and from the dates, shall mature at the times, shall or may be redeemable at the prices and upon the terms, shall be denominated and payable at the place or places and in the currency or currencies (which may be other than United States dollars), including composite currencies, and shall contain or be subject to all such other terms as shall be established in an indenture supplemental hereto or approved by or pursuant to a Board Vote (andResolution of the Company, to the extent not set forth in the Board VoteOfficers' Certificate, in an Officers’ Certificate detailing the adoption of terms pursuant to the Board Vote). Securities of a Series shall be substantially identical except as to denomination and except as may be otherwise provided in a Board Vote and/or an Officers’ Certificate or in an indenture supplemental hereto. In case of Securities of a Series one or more supplements to be issued from time to time, the Officers’ Certificate may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determinedthis Indenture. The Securities of each Series series hereunder shall be substantially in one or more forms approved from time to time by or pursuant to a Board Resolution of the Company, Officers' Certificate, or in one or more supplements to this Indenture establishing the following: (1) the title or designation of the Securities and the series in which such Securities shall be included (which, unless such Securities constitute part of a series of Securities previously issued, shall distinguish the Securities of the series from all other Securities); (2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.06, 2.07, 2.09 or 3.07); (3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both; any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series; and whether any Securities of the series are to be issuable initially in global form and, if so, (i) whether beneficial owners of interests in any such global Security may exchange such interest for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the form set forth manner specified in Exhibit A Section 2.09 and (ii) the name of the Depository or in such formthe U.S. Depository, including as the case may be, with respect to whether such Series any global Security; (4) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be issued dated if other than the date of original issuance of the first Security of the series to be issued; (5) if Securities of the series are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of any date or dates prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such date or dates; (6) the date or dates on which the principal, and premium, if applicable, of such Securities is payable; (7) the rate or rates (including the rate or rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear interest prior to maturity and, if applicable, the rate or rates at which overdue premium or interest shall bear interest, if any) at which such Securities shall bear interest, if any, or the method in which such rate or rates are determined, the date or dates from which such interest shall accrue, the dates on which such interest shall be payable and the record date for Holders entitled to the interest payable on Registered Securities on any such date, whether and under what circumstances Additional Amounts on such Securities shall be payable and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than as otherwise provided in this Indenture; (8) the place or places, if any, in addition to or other than __________ _________________, _________ where the principal of and interest on or Additional Amounts, if any, payable in respect of such Securities shall be payable; (9) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be redeemed, in whole or in part in part, at the form option of one or more Global Securities the Company; (10) the terms of any sinking fund and the Depository for obligation, if any, of the Company to redeem or purchase such Global Security or Securities, as shall be established Securities pursuant to a Board Vote sinking fund, at the option of a Holder thereof or otherwise and the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed or purchased in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities; (and11) the denominations in which Registered Securities of the series, to if any, shall be issuable, and the extent not set forth denominations in which Bearer Securities of the Board Voteseries, if any, shall be issuable, in an Officers’ Certificate detailing either case if other than as otherwise provided in this Indenture; (12) if other than the adoption principal amount thereof, the portion of the principal amount of such formSecurities which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01; (13) if other than such coin or one currency of the United States of America as at the time of payment is legal tender for payment of public or more indenture supplements to this Indentureprivate debts, the coin or currency, including composite currencies, in each casewhich payment of the principal of or interest, with such insertions, omissions, substitutionsif any, and any Additional Amounts in respect of such Securities shall be payable and whether the Securities of the series may be discharged other variations than as provided in Article 8; (14) if the principal of or interest, if any, and any Additional Amounts in respect of such Securities are required to be payable, at the election of the Company or permitted by this Indenturea Holder thereof, in a coin or currency, including composite currencies, other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such Board Vote election may be made; (15) if the amount of payments of principal of or such indenture supplement. If a form of interest, if any, or any Security is approved by a Board Vote, such Officers’ Certificate shall also state that all conditions precedent relating to the authentication and delivery Additional Amounts in respect of such Security have been complied Securities may be determined with and reference to an index, formula or other method based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be accompanied by determined including the purpose of determining the principal amount of such Securities deemed to be outstanding at any time; (16) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a copy temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the Board Vote by form and terms of such certificates, documents or conditions; (17) the terms, if any, pursuant to which the form of such Security has been approved. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them, such approval to be conclusively evidenced by the execution of such Securities. Unless the form of a Security of a Series provides otherwise, each Security shall be dated the date of its authentication. Unless the form of a Security of a Series provides otherwise, the Securities of such Series series may be converted into or exchanged for shares of capital stock or other securities of the Company or any other Person. (18) any events of default, other than those set forth in Section 6.01, or covenants, other than those set forth in Article 4, with respect to Securities of such series; (19) the terms and conditions, if any, upon which the Securities shall be issued subordinated in denominations right of $1,000 or multiples thereof.payment to other indebtedness of Natural MicroSystems;

TERMS AND FORM. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more Series. Each Series shall be limited to such aggregate principal amount, series of Securities and shall bear the title and interest title, interest, if any, at the rates and from the dates, shall mature at the times, shall or may be redeemable at the prices and upon the terms, shall be denominated and payable at the place or places and in the currency or currencies (which may be other than United States dollars), including composite currencies, and shall contain or be subject to all such other terms as shall be established in an indenture supplemental hereto or approved by or pursuant to a Board Vote (andResolution of the Company, to the extent not set forth in the Board VoteOfficers' Certificate, in an Officers’ Certificate detailing the adoption of terms pursuant to the Board Vote). Securities of a Series shall be substantially identical except as to denomination and except as may be otherwise provided in a Board Vote and/or an Officers’ Certificate or in an indenture supplemental hereto. In case of Securities of a Series one or more supplements to be issued from time to time, the Officers’ Certificate may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determinedthis Indenture. The Securities of each Series series hereunder shall be substantially in one or more forms approved from time to time by or pursuant to a Board Resolution of the Company, Officers' Certificate, or in one or more supplements to this Indenture establishing the following: (1) the title or designation of the Securities and the series in which such Securities shall be included (which, unless such Securities constitute part of a series of Securities previously issued, shall distinguish the Securities of the series from all other Securities); (2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.06, 2.07, 2.09 or 3.07); (3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both; any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series; and whether any Securities of the series are to be issuable initially in global form and, if so, (i) whether beneficial owners of interests in any such global Security may exchange such interest for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the form set forth manner specified in Exhibit A Section 2.09 and (ii) the name of the Depository or in such formthe U.S. Depository, including as the case may be, with respect to whether such Series any global Security; (4) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be issued dated if other than the date of original issuance of the first Security of the series to be issued; (5) if Securities of the series are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of any date or dates prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such date or dates; (6) the date or dates on which the principal, and premium, if applicable, of such Securities is payable; (7) the rate or rates (including the rate or rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear interest prior to maturity and, if applicable, the rate or rates at which overdue premium or interest shall bear interest, if any) at which such Securities shall bear interest, if any, or the method in which such rate or rates are determined, the date or dates from which such interest shall accrue, the dates on which such interest shall be payable and the record date for Holders entitled to the interest payable on Registered Securities on any such date, whether and under what circumstances Additional Amounts on such Securities shall be payable and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than as otherwise provided in this Indenture; (8) the place or places, if any, in addition to or other than Boston, Massachusetts, where the principal of and interest on or Additional Amounts, if any, payable in respect of such Securities shall be payable; (9) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be redeemed, in whole or in part in part, at the form option of one or more Global Securities the Company; (10) the terms of any sinking fund and the Depository for obligation, if any, of the Company to redeem or purchase such Global Security or Securities, as shall be established Securities pursuant to a Board Vote sinking fund, at the option of a Holder thereof or otherwise and the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed or purchased in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities; (and11) the denominations in which Registered Securities of the series, to if any, shall be issuable, and the extent not set forth denominations in which Bearer Securities of the Board Voteseries, if any, shall be issuable, in an Officers’ Certificate detailing either case if other than as otherwise provided in this Indenture; (12) if other than the adoption principal amount thereof, the portion of the principal amount of such formSecurities which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01; (13) if other than such coin or one currency of the United States of America as at the time of payment is legal tender for payment of public or more indenture supplements to this Indentureprivate debts, the coin or currency, including composite currencies, in each casewhich payment of the principal of or interest, with such insertions, omissions, substitutionsif any, and any Additional Amounts in respect of such Securities shall be payable and whether the Securities of the series may be discharged other variations than as provided in Article 8; (14) if the principal of or interest, if any, and any Additional Amounts in respect of such Securities are required to be payable, at the election of the Company or permitted by this Indenturea Holder thereof, in a coin or currency, including composite currencies, other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such Board Vote election may be made; (15) if the amount of payments of principal of or such indenture supplement. If a form of interest, if any, or any Security is approved by a Board Vote, such Officers’ Certificate shall also state that all conditions precedent relating to the authentication and delivery Additional Amounts in respect of such Security have been complied Securities may be determined with and reference to an index, formula or other method based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be accompanied by determined including the purpose of determining the principal amount of such Securities deemed to be outstanding at any time; (16) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a copy temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the Board Vote by form and terms of such certificates, documents or conditions; (17) the terms, if any, pursuant to which the form of such Security has been approved. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them, such approval to be conclusively evidenced by the execution of such Securities. Unless the form of a Security of a Series provides otherwise, each Security shall be dated the date of its authentication. Unless the form of a Security of a Series provides otherwise, the Securities of such Series series may be converted into or exchanged for shares of capital stock or other securities of the Company or any other Person. (18) any events of default, other than those set forth in Section 6.01, or covenants, other than those set forth in Article 4, with respect to Securities of such series; (19) the terms and conditions, if any, upon which the Securities shall be issued subordinated in denominations right of $1,000 or multiples thereof.payment to other indebtedness of Natural MicroSystems;

TERMS AND FORM. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued from time to time in one or more Series. Each Series shall be limited to such aggregate principal amount, series of Securities and shall bear the title and interest title, interest, if any, at the rates and from the dates, shall mature at the times, shall or may be redeemable at the prices and upon the terms, shall be denominated and payable at the place or places and in the currency or currencies (which may be other than United States dollars), including composite currencies, and shall contain or be subject to all such other terms as shall be established in an indenture supplemental hereto or approved by or pursuant to a Board Vote (and, to Resolution of the extent not set forth in the Board Vote, in an Officers’ Certificate detailing the adoption of terms pursuant to the Board Vote). Securities of a Series shall be substantially identical except as to denomination and except as may be otherwise provided in a Board Vote and/or an Officers’ Certificate Company or in an indenture supplemental hereto. In case of Securities of a Series one or more supplements to be issued from time to time, the Officers’ Certificate may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determinedthis Indenture. The Securities of each Series series hereunder shall be substantially in one or more forms approved from time to time by or pursuant to a Board Resolution of the Company or in one or more supplements to this Indenture establishing the following: (1) the title or designation of the Securities and the series in which such Securities shall be included (which, unless such Securities constitute part of a series of Securities previously issued, shall distinguish the Securities of the series from all other Securities); (2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.06, 2.07, 2.09 or 3.07); (3) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both; any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered Securities of the series; and whether any Securities of the series are to be issuable initially in global form and, if so, (i) whether beneficial owners of interests in any such global Security may exchange such interest for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the form set forth manner specified in Exhibit A Section 2.09 and (ii) the name of the Depository or in such formthe U.S. Depository, including as the case may be, with respect to whether such Series any global Security; (4) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be issued dated if other than the date of original issuance of the first Security of the series to be issued; (5) if Securities of the series are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of any date or dates prior to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such date or dates; (6) the date or dates on which the principal of such Securities is payable; (7) the rate or rates at which such Securities shall bear interest, if any, or the method in which such rate or rates are determined, the date or dates from which such interest shall accrue, the dates on which such interest shall be payable and the record date for Holders entitled to the interest payable on Registered Securities on any such date, whether and under what circumstances Additional Amounts on such Securities shall be payable and, if so, whether the Company has the option to redeem the affected Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than as otherwise provided in this Indenture; (8) the place or places, if any, in addition to or other than The Borough of Manhattan, The City of New York, New York where the principal of and interest on or Additional Amounts, if any, payable in respect of such Securities shall be payable; (9) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be redeemed, in whole or in part part, at the option of the Company; (10) the obligation, if any, of the Company to redeem or purchase such Securities pursuant to a sinking fund, at the option of a Holder thereof or otherwise and the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities shall be redeemed or purchased in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities; (11) the denominations in which Registered Securities of the series, if any, shall be issuable, and the denominations in which Bearer Securities of the series, if any, shall be issuable, in either case if other than as otherwise provided in this Indenture; (12) if other than the principal amount thereof, the portion of the principal amount of such Securities which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02; (13) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency, including composite currencies, in which payment of the principal of or interest, if any, and any Additional Amounts in respect of such Securities shall be payable and whether the Securities of the series may be discharged other than as provided in Article 8; (14) if the principal of or interest, if any, and any Additional Amounts in respect of such Securities are to be payable, at the election of the Company or a Holder thereof, in a coin or currency, including composite currencies, other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (15) if the amount of payments of principal of or interest, if any, or any Additional Amounts in respect of such Securities may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined; (16) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; (17) any other events of default or covenants with respect to Securities of such series; and (18) any other terms of such Securities (which terms shall not be inconsistent with the provisions of this Indenture). If the form of one the Security of any series is approved by or more Global Securities and the Depository for such Global Security or Securities, as shall be established pursuant to a Board Vote (andResolution of the Company, an Officers' Certificate of the Company delivered to the extent not set forth in the Board Vote, in an Officers’ Certificate detailing the adoption of such form) or one or more indenture supplements to this Indenture, in each case, with such insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture, such Board Vote or such indenture supplement. If a form of any Security is approved by a Board Vote, such Officers’ Certificate Trustee shall also state that all conditions precedent relating to the authentication and delivery of such Security have been complied with and shall be accompanied by a copy of the Board Vote Resolution of the Company by or pursuant to which the form of such Security has been approved. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them, such approval to be conclusively evidenced by the execution of such Securities. Unless the form of a Security of a Series provides otherwise, each Each Security shall be dated the date of its authentication. Each Security may contain any other terms as are not inconsistent with the provisions of this Indenture. All Securities of any one series and coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except as to denomination and the rate or rates of interest, if any, the time or times at which the principal thereof may be payable, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in the Officers' Certificate hereinabove described or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. The Securities of each series may be issued as Registered Securities without coupons or, if provided by the terms of the instrument establishing such series of Securities, as Bearer Securities, with or without coupons and, in either case, may be issued initially, temporarily or permanently in global form (as provided in Section 2.10). Unless the form of a Security of for a Series series provides otherwise, the Registered Securities of such Series shall be issued in denominations of $1,000 or integral multiples thereofthereof and Bearer Securities shall be issuable in the denomination of $5,000. Except as otherwise specified as contemplated by this Section 2.01 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.

TERMS AND FORM. The Securities may be issued from time to time in one or more Series. Each Series shall be limited to such aggregate principal amount, shall bear the title and interest at the rates and from the dates, shall mature at the times, shall or may be redeemable at the prices and upon the terms, and shall contain or be subject to all terms as shall be established in an indenture supplemental hereto or by or pursuant to a Board Vote (and, to the extent not set forth in the Board Vote, in an Officers’ Certificate detailing the adoption of terms pursuant to the Board Vote). Securities of a Series shall be substantially identical except as to denomination and except as may be otherwise provided in a Board Vote and/or an Officers’ Certificate or in an indenture supplemental hereto. In case of Securities of a Series to be issued from time to time, the Officers’ Certificate may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. The Securities of each Series hereunder shall be substantially in the form set forth in Exhibit A or in such form, including with respect to whether such Series shall be issued in whole or in part in the form of one or more Global Securities and the Depository for such Global Security or Securities, as shall be established pursuant to a Board Vote (and, to the extent not set forth in the Board Vote, in an Officers’ Certificate detailing the adoption of such form) or one or more indenture supplements to this Indenture, in each case, with such insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture, such Board Vote or such indenture supplement. If a form of any Security is approved by a Board Vote, such Officers’ Certificate shall also state that all conditions precedent relating to the authentication and delivery of such Security have been complied with and shall be accompanied by a copy of the Board Vote by or pursuant to which the form of such Security has been approved. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them, them such approval to be conclusively evidenced by the execution of such Securities. Unless the form of a Security of a Series provides otherwise, each Security shall be dated the date of its authentication. Unless the form of a Security of a Series provides otherwise, the Securities of such Series shall be issued in denominations of $1,000 or multiples thereof.