Exhibit
4.1


 


 


 


 


 


 


Form
of Indenture


 


KORNIT
DIGITAL LTD.


 


and


 


____________________


 


 


INDENTURE


 


Dated
as of ________, _____


 


 


 


 


 


 


 


 




     


     


    

 


TABLE
OF CONTENTS


 


	ARTICLE
    I   DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	 	 	 
	Section
    1.01 Definitions	 	1
	Section
    1.02 Other Definitions	 	4
	Section
    1.03 Incorporation by Reference of Trust Indenture Act	 	4
	Section
    1.04 Rules of Construction	 	5
	 	 	 
	ARTICLE
    II   THE SECURITIES	 	5
	 	 	 
	Section
    2.01 Issuable in Series	 	5
	Section
    2.02 Establishment of Terms of Series of Securities	 	5
	Section
    2.03 Execution and Authentication	 	7
	Section
    2.04 Registrar and Paying Agent	 	8
	Section
    2.05 Paying Agent to Hold Money in Trust	 	8
	Section
    2.06 Holder Lists	 	8
	Section
    2.07 Transfer and Exchange	 	8
	Section
    2.08 Mutilated, Destroyed, Lost and Stolen Securities	 	8
	Section
    2.09 Outstanding Securities	 	9
	Section
    2.10 Treasury Securities	 	9
	Section
    2.11 Temporary Securities	 	9
	Section
    2.12 Cancellation	 	9
	Section
    2.13 Defaulted Interest	 	9
	Section
    2.14 Global Securities	 	10
	Section
    2.15 CUSIP Numbers	 	11
	 	 	 
	ARTICLE
    III   REDEMPTION	 	11
	 	 	 
	Section
    3.01 Notice to Trustee	 	11
	Section
    3.02 Selection of Securities to be Redeemed	 	11
	Section
    3.03 Notice of Redemption	 	11
	Section
    3.04 Effect of Notice of Redemption	 	12
	Section
    3.05 Deposit of Redemption Price	 	12
	Section
    3.06 Securities Redeemed in Part	 	12
	 	 	 
	ARTICLE
    IV    COVENANTS	 	12
	 	 	 
	Section
    4.01 Payment of Principal and Interest	 	12
	Section
    4.02 SEC Reports	 	12
	Section
    4.03 Compliance Certificate	 	12
	Section
    4.04 Stay, Extension and Usury Laws	 	12
	 	 	 
	ARTICLE
    V   SUCCESSORS	 	13
	 	 	 
	Section
    5.01 When Company May Merge, Etc.	 	13
	Section
    5.02 Successor Corporation Substituted	 	13


  






    i


     


    

 


	ARTICLE
    VI   DEFAULTS AND REMEDIES	 	13
	 	 	 
	Section
    6.01 Events of Default	 	13
	Section
    6.02 Acceleration of Maturity; Rescission and Annulment	 	14
	Section
    6.03 Collection of Indebtedness and Suits for Enforcement by Trustee	 	15
	Section
    6.04 Trustee May File Proofs of Claim	 	15
	Section
    6.05 Trustee May Enforce Claims Without Possession of Securities	 	15
	Section
    6.06 Application of Money Collected	 	16
	Section
    6.07 Limitation on Suits	 	16
	Section
    6.08 Unconditional Right of Holders to Receive Principal and Interest	 	16
	Section
    6.09 Restoration of Rights and Remedies	 	17
	Section
    6.10 Rights and Remedies Cumulative	 	17
	Section
    6.11 Delay or Omission Not Waiver	 	17
	Section
    6.12 Control by Holders	 	17
	Section
    6.13 Waiver of Past Defaults	 	17
	Section
    6.14 Undertaking for Costs	 	17
	 	 	 
	ARTICLE
    VII    TRUSTEE	 	18
	 	 	 
	Section
    7.01 Duties of Trustee	 	18
	Section
    7.02 Rights of Trustee	 	19
	Section
    7.03 Individual Rights of Trustee	 	19
	Section
    7.04 Trustee’s Disclaimer	 	19
	Section
    7.05 Notice of Defaults	 	20
	Section
    7.06 Reports by Trustee to Holders	 	20
	Section
    7.07 Compensation and Indemnity	 	20
	Section
    7.08 Replacement of Trustee	 	20
	Section
    7.09 Successor Trustee by Merger, etc.	 	21
	Section
    7.10 Eligibility; Disqualification	 	21
	Section
    7.11 Preferential Collection of Claims Against Company	 	21



 






    ii


     


    

 


	ARTICLE
    VIII    SATISFACTION AND DISCHARGE; DEFEASANCE	 	21
	 	 	 
	Section
    8.01 Satisfaction and Discharge of Indenture	 	21
	Section
    8.02 Application of Trust Funds; Indemnification	 	22
	Section
    8.03 Legal Defeasance of Securities of any Series	 	23
	Section
    8.04 Covenant Defeasance	 	24
	Section
    8.05 Repayment to Company	 	24
	Section
    8.06 Reinstatement	 	24
	 	 	 
	ARTICLE
    IX    AMENDMENTS AND WAIVERS	 	25
	 	 	 
	Section
    9.01 Without Consent of Holders	 	25
	Section
    9.02 With Consent of Holders	 	25
	Section
    9.03 Limitations	 	26
	Section
    9.04 Compliance with Trust Indenture Act	 	26
	Section
    9.05 Revocation and Effect of Consents	 	26
	Section
    9.06 Notation on or Exchange of Securities	 	26
	Section
    9.07 Trustee Protected	 	27
	 	 	 
	ARTICLE
    X   MISCELLANEOUS	 	27
	 	 	 
	Section
    10.01 Trust Indenture Act Controls	 	27
	Section
    10.02 Notices.	 	27
	Section
    10.03 Communication by Holders with Other Holders	 	27
	Section
    10.04 Certificate and Opinion as to Conditions Precedent	 	28
	Section
    10.05 Statements Required in Certificate or Opinion	 	28
	Section
    10.06 Rules by Trustee and Agents	 	28
	Section
    10.07 Legal Holidays	 	28
	Section
    10.08 No Recourse Against Others	 	28
	Section
    10.09 Counterparts	 	28
	Section
    10.10 Governing Laws	 	28
	Section
    10.11 No Adverse Interpretation of Other Agreements	 	28
	Section
    10.12 Successors	 	29
	Section
    10.13 Severability	 	29
	Section
    10.14 Table of Contents, Headings, Etc.	 	29
	Section
    10.15 Securities in a Foreign Currency	 	29
	Section
    10.16 Judgment Currency	 	29
	 	 	 
	ARTICLE
    XI    SINKING FUNDS	 	30
	 	 	 
	Section
    11.01 Applicability of Article	 	30
	Section
    11.02 Satisfaction of Sinking Fund Payments with Securities	 	30
	Section
    11.03 Redemption of Securities for Sinking Fund	 	30


 




    iii


     


    

 


KORNIT
DIGITAL LTD.


Reconciliation
and tie between Trust Indenture Act of 1939 and


Indenture,
dated as of_______, ____


 


	Section 310	(a)(1)	7.10
	 	(a)(2)	7.10
	 	(a)(3)	NOT
    APPLICABLE
	 	(a)(4)	NOT
    APPLICABLE
	 	(a)(5)	7.10
	 	(b)	7.10
	Section 311	(a)	7.11
	 	(b)	7.11
	 	(c)	NOT
    APPLICABLE
	Section 312	(a)	2.06
	 	(b)	10.03
	 	(c)	10.03
	Section 313	(a)	7.06
	 	(b)	7.06
	 	(c)	7.06
	 	(d)	7.06
	Section 314	(a)	4.02
	 	(a)(4)	10.05
	 	(b)	NOT
    APPLICABLE
	 	(c)	NOT
    APPLICABLE
	 	(d)	NOT
    APPLICABLE
	 	(e)	10.05
	 	(f)	NOT
    APPLICABLE



 



    iv


     


    

 





Indenture
dated as of________,______ between Kornit Digital Ltd., an Israeli company (“Company”), and_______, a_______
corporation, as trustee (“Trustee”).


 


Each
party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities
issued under this Indenture.


 


ARTICLE
I


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


Section
1.01  Definitions.


 


“Additional
Amounts” means any additional amounts which are required hereby or by any Security, under circumstances specified herein
or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are
owing to such Holders.


 


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


 


“Agent”
means any Registrar, Paying Agent or Service Agent.


 


“Applicable
Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein,
the rules and procedures of DTC or any successor Depositary, in each case to the extent applicable to such transaction and as
in effect from time to time.


 


“Authorized
Newspaper” means a newspaper in an official language of the country of publication customarily published at least once
a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is
used.  If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute
a sufficient publication of such notice.


 


“Bearer”
means anyone in possession from time to time of a Bearer Security.


 


“Bearer
Security” means any Security, including any interest coupon appertaining thereto, that does not provide for the identification
of the Holder thereof.


 


“Board
of Directors” means the Board of Directors of the Company or any duly authorized committee thereof.


 


“Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have
been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect
on the date of the certificate and delivered to the Trustee.


 


“Business
Day” means, unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto
for a particular Series, any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions
are authorized or required by law, regulation or executive order to close.


 


“Capital
Interests” means any and all shares, interests, participations, rights or other equivalents (however designated) of
capital stock, including, without limitation, with respect to partnerships, partnership interests (whether general or limited)
and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnership.


 






    	 	1	 



     


    

 


“Company”
means the party named as such above until a successor replaces it and thereafter means the successor.


 


“Company
Order” means a written order signed in the name of the Company by two Officers, one of whom must be the Company’s
principal executive officer, principal financial officer or principal accounting officer.


 


“Company
Request” means a written request signed in the name of the Company by its Chief Executive Officer, Chief Financial Officer
or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be
principally administered.


 


“Default”
means any event which is, or after notice or passage of time or both would be, an Event of Default.


 


“Depository”
means, with respect to the Securities of any Series issuable or issued in whole or part in the form of one or more Global Securities,
the person designated as Depositary for such Series by the Company, which Depository shall be a clearing agency registered under
the Exchange Act; and if at any time there is more than one such person, “Depository” as used with respect to the
Securities of any Series shall mean the Depository with respect to the Securities of such Series.


 


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


 


“Dollars”
and “$” means the currency of The United States of America.


 


“DTC”
means the Depository Trust Company, a New York corporation.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Foreign
Currency” means any currency or currency unit issued by a government other than the government of The United States
of America.


 


“Foreign
Government Obligations” means, with respect to Securities of any Series that are denominated in a Foreign Currency,
(i) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations
its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by or acting as an agency or instrumentality
of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government,
which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Standards Board or in such other statements by such other entity as have been approved by a significant segment
of the accounting profession.


 


“Global
Security” or “Global Securities” means a Security or Securities, as the case may be, in the form
established pursuant to Section 2.02 evidencing all or part of a Series of Securities, issued to the Depository for such Series
or its nominee, and registered in the name of such Depository or nominee.


 






    	 	2	 



     


    

 


“Holder”
means a person in whose name a Security is registered or the holder of a Bearer Security.


 


“Indenture”
means this Indenture as amended or supplemented from time to time and shall include the form and terms of particular Series of
Securities established as contemplated hereunder.


 


“interest”
with respect to any Discount Security which by its terms bears interest only after Maturity means interest payable after Maturity.


 


“Maturity,”
when used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security
or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration
of acceleration, call for redemption or otherwise.


 


“Officer”
means the Chief Executive Officer, Chief Financial Officer, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer
or any Assistant Secretary of the Company.


 


“Officers’
Certificate” means a certificate signed by two Officers, one of whom must be the Company’s principal executive
officer, principal financial officer or principal accounting officer.


 


“Opinion
of Counsel” means a written opinion of legal counsel who is reasonably acceptable to the Trustee.  The counsel
may be an employee of or counsel to the Company.


 


“Person”
means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof.


 


“Principal”
of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts
in respect of, the Security.


 


“Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office with direct responsibility for the administration
of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate
trust matter is referred because of his or her knowledge of and familiarity with a particular subject.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Series”
or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created
pursuant to Sections 2.01 and 2.02 hereof.


 


“Stated
Maturity” means when used with respect to any Security or any installment of principal thereof or interest thereon,
the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal
or interest is due and payable.


 


“Subsidiary”
means, with respect to any person, any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Capital Interests entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof or, in the case of a partnership, more than 50% of the partners’ Capital Interests
(considering all partners’ Capital Interests as a single class), is at the time owned or controlled, directly or indirectly,
by such person or one or more of the other Subsidiaries of such person or combination thereof.


 






    	 	3	 



     


    

 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture and the
rules and regulations promulgated thereunder; provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act as so amended.


 


“Trustee”
means the person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each
person who is then a Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with
respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series.


 


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


  



Section
1.02  Other Definitions.


 


	 	term	 	defined in section	 
	 	 	 	 	 
	 	“Bankruptcy Law”	 	 	6.01	 
	 	“Custodian”	 	 	6.01	 
	 	“Event of Default”	 	 	6.01	 
	 	“Judgment Currency”	 	 	10.16	 
	 	“Legal Holiday”	 	 	10.07	 
	 	“mandatory sinking fund payment”	 	 	11.01	 
	 	“Market Exchange Rate”	 	 	10.15	 
	 	“New York Banking Day”	 	 	10.16	 
	 	“optional sinking fund payment”	 	 	11.01	 
	 	“Paying Agent”	 	 	2.04	 
	 	“Registrar”	 	 	2.04	 
	 	“Required Currency”	 	 	10.16	 
	 	“Service Agent”	 	 	2.04	 
	 	“successor person”	 	 	5.01	 



 


Section
1.03  Incorporation by Reference of Trust Indenture Act.


 


Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The
following TIA terms used in this Indenture have the following meanings:


 


“Commission”
means the SEC.


 


“indenture
securities” means the Securities.


 


“indenture
security holder” means a Holder.


 


“indenture
to be qualified” means this Indenture.


 






    	 	4	 



     


    

 


“indenture
trustee” or “institutional trustee” means the Trustee.


 


“obligor”
on the indenture securities means the Company and any successor obligor upon the Securities.


 


All
other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC
rule under the TIA and not otherwise defined herein are used herein as so defined.


 


Section
1.04  Rules of Construction.


 


Unless
the context otherwise requires:


 


(a)
a term has the meaning assigned to it;


 


(b)
an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles;


 


(c)
references to “generally accepted accounting principles” and “GAAP” shall mean generally accepted accounting
principles in effect as of the time when and for the period as to which such accounting principles are to be applied;


 


(d)
“or” is not exclusive;


 


(e)
words in the singular include the plural, and in the plural include the singular; and


 


(f)
provisions apply to successive events and transactions.


 


ARTICLE
II


THE
SECURITIES


 


Section
2.01  Issuable in Series.  The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited.  The Securities may be issued in one or more Series.  All Securities
of a Series shall be identical except as may be set forth or determined in the manner provided in a Board Resolution, supplemental
indenture or Officers’ Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board
Resolution.  In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officers’
Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board
Resolution 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.  Securities may differ between Series in respect of any matters,
provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture.


 


Section
2.02  Establishment of Terms of Series of Securities.  At or prior to the issuance of any Securities within
a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.02(a) and either as to such
Securities within the Series or as to the Series generally in the case of Subsections 2.02(b) through 2.02(s) by or pursuant to
a Board Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental indenture or an Officers’
Certificate:


 


(a)
the form and title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any
other Series);


 


(b)
the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be
issued;


 






    	 	5	 



     


    

 


(c)
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 Section 2.07, 2.08, 2.11, 3.06 or 9.06);


 


(d)
the date or dates on which the principal of the Securities of the Series is payable;


 


(e)
the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities
of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates
on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest
payment date;


 


(f)
the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities
of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company
in respect of the Securities of such Series and this Indenture may be served, and the method of such payment, if by wire transfer,
mail or other means;


 


(g)
if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities
of the Series may be redeemed, in whole or in part, at the option of the Company;


 


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


 


(i)
the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at
the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;


 


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


 


(k)
if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02; 


 


(l)
the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, and the agency or
organization, if any, responsible for overseeing such composite currency;


 


(m)
the provisions, if any, relating to any security provided for the Securities of the Series;


 


(n)
any addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of
the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section
6.02;


 


(o)
any addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series;


 


(p)
the provisions, if any, relating to conversion of any Securities of such Series, including, if applicable, the securities into
which the Securities are convertible, the conversion price, the conversion period, provisions as to whether conversion will be
mandatory, at the option of the Holders or at the option of the Company, the events requiring an adjustment of the conversion
price and provisions affecting conversion if such Series of Securities are redeemed;


 






    	 	6	 



     


    

 


(q)
whether the Securities of such Series will be senior debt securities or subordinated debt securities and, if applicable, a description
of the subordination terms thereof;


 


(r)
any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities
of such Series if other than those appointed herein; and


 


(s)
any other terms of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies
to such Series).


 


All
Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms
of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate
referred to above, and, unless otherwise provided in such Board Resolution, a Series may be reopened, without the consent of the
Holders, for increases in the aggregate principal amount of such Series and issuances of additional Securities of such Series.


 


Section
2.03  Execution and Authentication.  Two Officers shall sign the Securities for the Company by manual
or facsimile signature.  If an Officer whose signature is on a Security no longer holds that office at the time the
Security is authenticated, the Security shall nevertheless be valid.  A Security shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.  The signature shall be conclusive evidence that
the Security has been authenticated under this Indenture.  The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’
Certificate, upon receipt by the Trustee of a Company Order.  Such Company Order may authorize authentication and delivery
pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall
be promptly confirmed in writing.  Each Security shall be dated the date of its authentication unless otherwise provided
by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate.  The aggregate principal amount
of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series
set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section
2.02, except as provided in Section 2.02 or 2.08.  Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.02) shall be fully protected in relying on:  (a) the Board Resolution, supplemental
indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate
complying with Section 10.04 and (c) an Opinion of Counsel complying with Section 10.04.  The Trustee shall have the
right to decline to authenticate and deliver any Securities of such Series:  (a) if the Trustee, being advised by counsel,
determines that such action may not be taken lawfully; or (b) if the Trustee’s by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall determine in good faith that such action would expose
the Trustee to personal liability to Holders of any then outstanding Series of Securities.  The Trustee may appoint
an authenticating agent acceptable to the Company to authenticate Securities.  An authenticating agent may authenticate
Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with the Company or an
Affiliate of the Company.


 






    	 	7	 



     


    

 


Section
2.04  Registrar and Paying Agent.  The Company shall maintain, with respect to each Series of Securities,
at the place or places specified with respect to such Series pursuant to Section 2.02, an office or agency where Securities of
such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered
for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect
of the Securities of such Series and this Indenture may be served (“Service Agent”).  The Registrar shall
keep a register with respect to each Series of Securities and to their transfer and exchange.  The Company will give
prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying
Agent or Service Agent.  If at any time the Company shall fail to maintain any such required Registrar, Paying Agent
or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as
its agent to receive all such presentations, surrenders, notices and demands.  The Company may also from time to time
designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations
to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.02 for Securities of
any Series for such purposes.  The Company will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent.  The
term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent;
and the term “Service Agent” includes any additional service agent.  The Company hereby appoints the Trustee
the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent,
as the case may be, is appointed prior to the time Securities of that Series are first issued.


 


Section 2.05  Paying
Agent to Hold Money in Trust.  The Company shall require each Paying Agent other than the Trustee to agree in writing
that the Paying Agent will hold in trust, for the benefit of Holders of any Series of Securities, or the Trustee, all money held
by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee of any
default by the Company in making any such payment.  While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary
of the Company) shall have no further liability for the money.  If the Company or a Subsidiary of the Company acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of Securities all
money held by it as Paying Agent.


 


Section
2.06  Holder Lists.  The Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders of each Series of Securities and shall otherwise comply
with TIA Section 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten
(10) days before each interest payment date and at such other times as the Trustee may request in writing a list, in such form
and as of such date as the Trustee may reasonably require, of the names and addresses of Holders of each Series of Securities.


 


Section
2.07  Transfer and Exchange.  Where Securities of a Series are presented to the Registrar or a co-registrar
with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the
Registrar shall register the transfer or make the exchange if its requirements for such transactions are met.  To permit
registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request.  No
service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but
the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06
or 9.06).  Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange
Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of
a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day of
such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption
as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part.


 


Section
2.08  Mutilated, Destroyed, Lost and Stolen Securities.


 


(a)
If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding.  If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required
by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee
that such Security has been acquired by a protected purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same
Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.  In case any such
mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.


 






    	 	8	 



     


    

 


(b)
Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses
of the Trustee) connected therewith.  Every new Security of any Series issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder.  The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities.


 


Section
2.09  Outstanding Securities.  The Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a
Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding.  If
a Security is replaced pursuant to Section 2.08, it ceases to be outstanding until the Trustee receives proof satisfactory to
it that the replaced Security is held by a protected purchaser.  If the Paying Agent (other than the Company, a Subsidiary
of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such Securities
payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases
to accrue.  A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the
Security.  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 a 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 6.02.


 


Section
2.10  Treasury Securities.  In determining whether the Holders of the required principal amount of Securities
of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series
owned by the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected
in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Securities of a Series that
the Trustee knows are so owned shall be so disregarded.


 


Section
2.11  Temporary Securities.  Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities upon a Company Order.  Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities.  Without
unreasonable delay, the Company shall prepare and the Trustee upon request shall authenticate definitive Securities of the same
Series and date of maturity in exchange for temporary Securities.  Until so exchanged, temporary securities shall have
the same rights under this Indenture as the definitive Securities. 


 


Section
2.12  Cancellation.  The Company at any time may deliver Securities to the Trustee for cancellation.  The
Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange
or payment.  The Trustee shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement
or cancellation in accordance with its customary procedures and deliver such canceled Securities to the Company, unless the Company
otherwise directs; provided that the Trustee shall not be required to destroy Securities.  The Company may not issue
new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.


 


Section
2.13  Defaulted Interest.  If the Company defaults in a payment of interest on a Series of Securities,
it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to
the persons who are Holders of the Series on a subsequent special record date.  The Company shall fix the record date
and payment date.  At least ten (10) days before the record date, the Company shall mail to the Trustee and to each
Holder of the Series a notice that states the record date, the payment date and the amount of interest to be paid.  The
Company may pay defaulted interest in any other lawful manner.


 






    	 	9	 



     


    

 


Section
2.14  Global Securities.


 


(a)
Terms of Securities.  A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish
whether the Securities of a 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.


 


(b)
Transfer and Exchange.  Notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture and
in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities registered
in the names of Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to
be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depository
registered as a clearing agency under the Exchange Act within 90 days of such event, (ii) the Company executes and delivers to
the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event
of Default with respect to the Securities represented by such Global Security shall have happened and be continuing.  Any
Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such
names as the Depository shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms.


 


(c)
Except as provided in Section 2.14(b), a Global Security may not be transferred except as a whole by the Depository with respect
to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee
of such Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.


 


(d) Legend.  Any
Global Security issued hereunder shall bear a legend in substantially the following form:


 


“This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the
Depository or a nominee of the Depository.  This Security is exchangeable for Securities registered in the name of a
person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred
except as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor
Depository.”


 


(e)
Acts of Holders.  The Depository, as a Holder, may appoint agents and otherwise authorize participants to give or take
any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take
under the Indenture.


 


(f)
Payments.  Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section
2.02, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof.


 


(g)
Consents, Declaration and Directions.  Except as provided in Section 2.14(h), the Company, the Trustee and any Agent
shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security
as shall be specified in a written statement of the Depository with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.


 


(h)
The Depository or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes
under the Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant
to the Applicable Procedures.  Accordingly, any such owner’s beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee
and such owners of beneficial interests in a Global Security will not be considered the owners or holders thereof.


 






    	 	10	 



     


    

 


Section
2.15  CUSIP Numbers.  The Company in issuing the Securities may use “CUSIP” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements
of identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such
numbers.  The Company shall promptly notify the Trustee of any change in “CUSIP” numbers of which the Company
becomes aware.


 


ARTICLE
III


REDEMPTION


 


Section
3.01  Notice to Trustee.  The Company may, with respect to any Series of Securities, reserve the right
to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior
to the Stated Maturity thereof at such time and on such terms as provided for in such Securities.  If a Series of Securities
is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of
Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and the principal amount
of Series of Securities to be redeemed.


 


Section
3.02  Selection of Securities to be Redeemed.  Unless otherwise indicated for a particular Series by a
Board Resolution, a supplemental indenture or an Officers’ Certificate, if less than all the Securities of a Series are
to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair
and appropriate.  The Trustee shall make the selection from Securities of the Series outstanding not previously called
for redemption.  The Trustee may select for redemption portions of the principal of Securities of the Series that have
denominations larger than $1,000.  Securities of the Series and portions of them it selects shall be in amounts of $1,000
or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section
2.02(j), the minimum principal denomination for each Series and integral multiples thereof.  Provisions of this Indenture
that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption.


 


Section
3.03  Notice of Redemption.


 


(a)
Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption
by first-class mail to each Holder whose Securities are to be redeemed and, if any Bearer Securities are outstanding, publish
on one occasion a notice in an Authorized Newspaper.  The notice shall identify the Securities of the Series to be redeemed
and shall state:


 


(i)
the redemption date;


 


(ii)
the redemption price;


 


(iii)
the name and address of the Paying Agent;


 


(iv)
that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(v)
that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;


 






    	 	11	 



     


    

 


(vi)
the CUSIP number, if any; and


 


(vii)
any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.


 


At
the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense.


 


Section
3.04  Effect of Notice of Redemption.  Once notice of redemption is mailed or published as provided in
Section 3.03, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption
price.  A notice of redemption may not be conditional.  Upon surrender to the Paying Agent, such Securities
shall be paid at the redemption price plus accrued interest to the redemption date; provided that installments of interest whose
Stated Maturity is on or prior to the redemption date shall be payable to the Holders of such Securities (or one or more predecessor
Securities) registered at the close of business on the relevant record date therefor according to their terms and the terms of
this Indenture.


 


Section
3.05  Deposit of Redemption Price.  On or before 10:00 a.m., New York City time, on the redemption date,
the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any,
on all Securities to be redeemed on that date.


 


Section
3.06  Securities Redeemed in Part.  Upon surrender of a Security that is redeemed in part, the Trustee
shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed
portion of the Security surrendered.


 


ARTICLE
IV


COVENANTS


 


Section
4.01  Payment of Principal and Interest.  The Company covenants and agrees for the benefit of the Holders
of each Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities of
that Series in accordance with the terms of such Securities and this Indenture.


 


Section
4.02  SEC Reports.  The Company shall, so long as any of the Securities are outstanding, electronically
file with the Commission the annual, quarterly and other periodic reports that the Company is required to file (or would be otherwise
required to file) with the Commission pursuant to Sections 13 and 15(d) of the Exchange Act.  The Company also shall
comply with the other provisions of TIA Section 314(a).  Delivery of any 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 an Officers’ Certificate).


 


Section
4.03  Compliance Certificate.  The Company shall, so long as any of the Securities are outstanding, deliver
to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate stating whether
or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms,
provisions and conditions hereof (without regard to any period of grace or requirement of notice provided hereunder), and if a
Default or Event of Default shall have occurred, specifying all such Defaults or Events of Default and the nature and status thereof
of which they may have knowledge.  The Company shall, so long as any of the Securities are outstanding, deliver to the
Trustee, within thirty (30) days after becoming aware of any Default or Event of Default, an Officers’ Certificate specifying
such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.


 


Section 4.04  Stay,
Extension and Usury Laws.  The Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury
law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture
or the Securities and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.


 






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ARTICLE
V


SUCCESSORS


 


Section
5.01  When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of its properties and assets to, any person (a “successor person”) unless:


 


(a)
the Company is the surviving corporation or the successor person (if other than the Company) is organized and validly existing
under the laws of Israel or any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities
and under this Indenture; and


 


(b)
immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing.


 


The
Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this
Indenture.


 


Section
5.02  Successor Corporation Substituted.  Upon any consolidation or merger, or any sale, lease, conveyance
or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01, the successor corporation
formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition
is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor
Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and
covenants under this Indenture and the Securities.


  
 


ARTICLE
VI


DEFAULTS
AND REMEDIES


 


Section
6.01  Events of Default.


 


“Event
of Default,” wherever used herein with respect to Securities of any Series, means any one of the following events, unless
in the establishing Board Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall
not have the benefit of said Event of Default:


 


(a)
default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such
default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with
a Paying Agent prior to the expiration of such period of 30 days); or


 


(b)
default in the payment of principal of any Security of that Series at its Maturity; or


 


(c)
default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
for which the consequences of nonperformance or breach are addressed elsewhere in this Section 6.01 and other than a covenant
or warranty that has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which
default continues uncured for a period of 90 days after there has been given, by registered or certified mail, to the Company
by the Trustee or to the Company and the Trustee by the Holders of not less than a majority in principal amount of the outstanding
Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that
such notice is a “Notice of Default” hereunder; or


 


(d)
the Company pursuant to or within the meaning of any Bankruptcy Law:


 


(i)
commences a voluntary case or proceeding;


 






    	 	13	 



     


    

 


(ii)
consents to the entry of an order for relief against it in an involuntary case,


 


(iii)
consents to the appointment of a Custodian of it or for all or substantially all of its property,


 


(iv)
makes a general assignment for the benefit of its creditors, or


 


(v)
makes an admission by writing that it is generally unable to pay its debts as the same become due; or


 


(e)
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)
is for relief against the Company in an involuntary case,


 


(ii)
appoints a Custodian of the Company or for all or substantially all of its property, or


 


(iii)
orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 90 days; or


 


(f)
any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate, in accordance with Section 2.02(n).


 


The
term “Bankruptcy Law” means Title 11 of the U.S. Code or any similar federal or state law for the relief of
debtors.  The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under
any Bankruptcy Law.


 


Section
6.02  Acceleration of Maturity; Rescission and Annulment.  If an Event of Default with respect to Securities
of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.01(d)
or (e)), then in every such case the Trustee or the Holders of not less than a majority in principal amount of the outstanding
Securities of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such
portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any,
on all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest,
if any, shall become immediately due and payable.  If an Event of Default specified in Section 6.01(d) or (e) shall
occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall
ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.  At
any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in
principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if all Events of Default with respect to Securities of that Series, other than the
non-payment of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration
of acceleration, have been cured or waived as provided in Section 6.13.  No such rescission shall affect any subsequent
Default or impair any right consequent thereon.


 






    	 	14	 



     


    

 


Section
6.03  Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The
Company covenants that if:


 


(a)
default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues
for a period of 30 days, or


 


(b)
default is made in the payment of principal of any Security at the Maturity thereof,


 


then
the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then
due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities
and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


 


If
the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment
or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys
adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.


 


If
an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section
6.04  Trustee May File Proofs of Claim.  In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities 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 on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole
amount of principal and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and
(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same,
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.  Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof
or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section
6.05  Trustee May Enforce Claims Without Possession of Securities.  All rights of action and claims under
this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.


 






    	 	15	 



     


    

 


Section
6.06  Application of Money Collected.


 


Any
money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Securities
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 under Section 7.07; and


 


Second:  To
the payment of the amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal and interest, respectively; and


 


Third:  To
the Company.


 


Section
6.07  Limitation on Suits.  No Holder of any Security of any Series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for
any other remedy hereunder, unless:


 


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


 


(b)
the Holders of at least a majority in principal amount of the outstanding Securities of that Series shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


(e)
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of
a majority in principal amount of the outstanding Securities of that Series;


 


it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or
by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of all such Holders.


 


Section
6.08  Unconditional Right of Holders to Receive Principal and Interest.  Notwithstanding any other provision
in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of
the principal of and interest, if any, on such Security on the Stated Maturity or Stated Maturities expressed in such Security
(or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.


 






    	 	16	 



     


    

 


Section 6.09  Restoration
of Rights and Remedies.  If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the
Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


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


 


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


 


Section
6.12  Control by Holders.  The Holders of a majority in principal amount of the outstanding Securities
of any Series 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
that:


 


(a)
such direction shall not be in conflict with any rule of law or with this Indenture,


 


(b)
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and


 


(c)
subject to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee
in personal liability.


 


Section
6.13  Waiver of Past Defaults.  The Holders of not less than a majority in principal amount of the outstanding
Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with
respect to such Series and its consequences, except a Default (i) in the payment of the principal of or interest on any Security
of such Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series
may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration)
or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of
each outstanding Security of such Series affected.  Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent thereon.


  


Section
6.14  Undertaking for 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, suffered or omitted by it
as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions
of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of
any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any
Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the
redemption date).


 






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ARTICLE
VII


TRUSTEE


 


Section
7.01  Duties of Trustee.


 


(a)
If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs.


 


(b)
Except during the continuance of an Event of Default:


 


(i)
The Trustee need perform only those duties that are specifically set forth in this Indenture and no others.


 


(ii)
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming
to the requirements of this Indenture; however, in the case of any such Officers’ Certificates or Opinions of Counsel which
by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’
Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture.


 


(c)
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:


 


(i)
This paragraph does not limit the effect of paragraph (b) of this Section.


 


(ii)
The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts.


 


(iii)
The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities
of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding
Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such
Series.


 


(d)
Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section.


 


(e)
The Trustee may refuse to perform any duty or exercise any right or power at the request or direction of any Holder unless it
receives indemnity satisfactory to it against any loss, liability or expense.


 


(f)
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)
No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it.


 






    	 	18	 



     


    

 


(h)
The Paying Agent, the Registrar and any Service Agent or authenticating agent shall be entitled to the protections, immunities
and standard of care as are set forth in paragraphs (a), (b) and (c) of this Section with respect to the Trustee.


 


Section
7.02  Rights of Trustee.


 


(a)
The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine
and to have been signed or presented by the proper person.  The Trustee need not investigate any fact or matter stated
in the document.


 


(b)
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate.  The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate.


 


(c)
The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due
care.  No Depository shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or
omission by any Depository.


 


(d)
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers, provided that the Trustee’s conduct does not constitute negligence or bad faith.


 


(e)
The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in
reliance thereon.


 


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


 


(g)
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit.


 


(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 unless written notice of any event which is in fact such a default is received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of a particular
Series and this Indenture.


 


(i)
The permissive rights of the Trustee enumerated herein shall not be construed as duties.


 


Section
7.03  Individual Rights of Trustee.  The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate of the Company with the same rights it
would have if it were not Trustee.  Any Agent may do the same with like rights.  The Trustee is also subject
to Sections 7.10 and 7.11.


 


Section
7.04  Trustee’s Disclaimer.  The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities,
and it shall not be responsible for any statement in the Securities other than its authentication.


  






    	 	19	 



     


    

 


Section
7.05  Notice of Defaults.  If a Default or Event of Default occurs and is continuing with respect to the
Securities of any Series and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Holder of
the Securities of that Series and, if any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper,
notice of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee
has knowledge of such Default or Event of Default.  Except in the case of a Default or Event of Default in payment of
principal of or interest on any Security of any Series, the Trustee may withhold the notice if and so long as its corporate trust
committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests
of Holders of that Series.


 


Section
7.06  Reports by Trustee to Holders.  Within 60 days after May 15 in each year, the Trustee shall transmit
by mail to all Holders, as their names and addresses appear on the register kept by the Registrar and, if any Bearer Securities
are outstanding, publish in an Authorized Newspaper, a brief report dated as of such May 15, in accordance with, and to the extent
required under, TIA Section 313(a), (b), (c) and (d).  A copy of each report at the time of its mailing to Holders of
any Series shall be filed with the SEC and each stock exchange on which the Securities of that Series are listed.  The
Company shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange.


 


Section
7.07  Compensation and Indemnity.  The Company shall pay to the Trustee from time to time compensation
for its services as the Company and the Trustee shall from time to time agree upon in writing.  The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse
the Trustee upon request for all reasonable out-of-pocket expenses incurred by it.  Such expenses shall include the
reasonable compensation and expenses of the Trustee’s agents and counsel.  The Company shall indemnify each of
the Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including
taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth
in this Section 7.07 in the performance of its duties under this Indenture as Trustee or Agent.  The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity.  The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably
withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company
need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director,
employee, shareholder or agent of the Trustee through the negligence or bad faith of any such persons. To secure the Company’s
payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property
held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Securities of that
Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs,
the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy
Law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.


 


Section 7.08  Replacement
of Trustee.  A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective
only upon the successor Trustee’s acceptance of appointment as provided in this Section.  The Trustee may resign
with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed
resignation.  The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with
respect to that Series by so notifying the Trustee and the Company.  The Company may remove the Trustee with respect
to Securities of one or more Series if:


 


(a)
the Trustee fails to comply with Section 7.10;


 


(b)
the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(c)
a Custodian or public officer takes charge of the Trustee or its property; or


 


(d)
the Trustee becomes incapable of acting.


 






    	 	20	 



     


    

 


If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint
a successor Trustee.


 


If
a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of
the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Immediately
after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien
provided for in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is
acting as Trustee under this Indenture.  A successor Trustee shall mail a notice of its succession to each Holder of
each such Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper.  Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue
for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to the date of such replacement.


 


Section
7.09  Successor Trustee by Merger, etc. If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further
act shall be the successor Trustee.


 


Section
7.10  Eligibility; Disqualification.  This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5).  The Trustee shall comply with TIA Section 310(b).


 


Section
7.11  Preferential Collection of Claims Against Company.  The Trustee is subject to TIA Section 311(a),
excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject
to TIA Section 311(a) to the extent indicated.


 


ARTICLE
VIII


SATISFACTION
AND DISCHARGE; DEFEASANCE


 


Section
8.01  Satisfaction and Discharge of Indenture.


 


This
Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture,
when


 


(a)
any of the following shall have occurred:


 


(i)
no Securities have been issued hereunder;


 


(ii)
all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that
have been replaced or paid) have been delivered to the Trustee for cancellation; or


 


(iii)
all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will
become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense,
of the Company;


 


and
the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient
for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and
payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;


 






    	 	21	 



     


    

 


(b)
the Company has paid or caused to be paid all other sums payable hereunder by the Company; and


 


(c)
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04 , 2.05 , 2.07,
2.08, 8.01, 8.02 and 8.05 shall survive.


 


Section
8.02  Application of Trust Funds; Indemnification.


 


(a)
Subject to the provisions of Section 8.05, all money deposited with the Trustee pursuant to Section 8.01, all money and U.S. Government
Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all money received
by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant
to Section 8.03 or 8.04, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent (other than the Company acting as its own Paying Agent)
as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money has
been deposited with or received by the Trustee or analogous payments as contemplated by Sections 8.03 or 8.04.


 


(b)
The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and principal
received in respect of such obligations other than any payable by or on behalf of Holders.


 


(c)
The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign
Government Obligations or money held by it as provided in Sections 8.03 or 8.04 which, in the opinion of a nationally recognized
firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then
in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government
Obligations or Foreign Government Obligations or money were deposited or received.  This provision shall not authorize
the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture.


 






    	 	22	 



     


    

 


Section
8.03  Legal Defeasance of Securities of any Series.  Unless this Section 8.03 is otherwise specified,
pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged
the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred
to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series,
shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request, execute proper instruments
acknowledging the same), except as to:


 


(a)
the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i)
payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on
the Stated Maturity of such principal or installment of principal or interest, and (ii) the benefit of any mandatory sinking fund
payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and the Securities of such Series; and


 


(b)
the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.02, 8.03 and 8.05; and


 


(c)
the rights, powers, trust and immunities of the Trustee hereunder;


 


provided
that, the following conditions shall have been satisfied:


 


(d)
with reference to this Section 8.03, the Company shall have deposited or caused to be irrevocably deposited (except as provided
in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged
as security for and dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series
denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series
denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through
the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment
and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money,
an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if
any, on and any mandatory sinking fund payments in respect of all the Securities of such Series on the dates such installments
of interest or principal and such sinking fund payments are due;


 


(e)
such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement
or instrument to which the Company is a party or by which it is bound;


 


(f)
no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date
of such deposit or during the period ending on the 91st day after such date;


 


(g)
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (i)
the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of
execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that,
and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize
income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject
to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred;


 


(h)
the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company
with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of the Company;


 


(i)
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and


 


(j)
such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning
of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration
thereunder.


 






    	 	23	 



     


    

 


Section
8.04  Covenant Defeasance.  Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s),
to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph
(a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition
set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such
Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure
to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section
6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution
or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute
a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions
shall have been satisfied:


 


(a)
with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section
8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated
in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated
in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment
of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming
no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount
in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if
any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of
interest or principal and such sinking fund payments are due;


 


(b)
such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement
or instrument to which the Company is a party or by which it is bound;


 


(c)
no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date
of such deposit or during the period ending on the 91st day after such date;


 


(d)
the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series
will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and
will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such deposit and covenant defeasance had not occurred;


 


(e) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and


 


(f)
Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning
of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration
thereunder.


 


Section
8.05  Repayment to Company.  The Trustee and the Paying Agent shall pay to the Company upon written request
any money held by them for the payment of principal and interest that remains unclaimed for two years, and after such time, Holders
entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates
another person.


 


Section
8.06  Reinstatement.  If the Trustee or the Paying Agent is unable to apply any money deposited with respect
to Securities of any series in accordance with Section 8.01 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 obligations of the
Company under this Indenture with respect to the Securities of such series and under the Securities of such series shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.01 until such time as the Trustee or the Paying Agent is
permitted to apply all such money in accordance with Section 8.01; provided, however, that if the Company has made any payment
of principal of, premium (if any) or interest on any Additional Amounts with respect to any Securities because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from
the money held by the Trustee or the Paying Agent.


 






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ARTICLE
IX


AMENDMENTS
AND WAIVERS


 


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


 


(a)
to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by any
such successor person of the obligations of the Company hereunder and under the Securities;


 


(b)
to add or remove covenants of the Company for the benefit 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) or to surrender any right or power herein conferred upon the Company provided such action does not
adversely affect the interests of the Company;


 


(c)
to add any additional Events of Default;


 


(d)
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit
or facilitate the issuance of Securities in uncertificated form;


 


(e)
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;


 


(f)
to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof;


 


(g)
to cure any ambiguity or correct any inconsistency in this Indenture;


 


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


 


(i)
to qualify this Indenture under the Trust Indenture Act;


 


(j)
to provide for uncertificated securities in addition to certificated securities;


 


(k)
to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of
Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any
other series; and


 


(l)
to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities
may be listed or traded.


 


Section
9.02  With Consent of Holders.  The Company and the Trustee may enter into a supplemental indenture with
the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected
by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities
of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of each such Series.  Except
as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series
by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of
such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series.  It
shall not be necessary for the consent of the Holders of Securities under this Section 9.02 to approve the particular form of
any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof.  After
a supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of Securities affected
thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a
notice briefly describing the supplemental indenture or waiver.  Any failure by the Company to mail or publish such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture
or waiver.


 






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Section
9.03  Limitations.  Without the consent of each Holder affected, an amendment or waiver may not:


 


(a)
reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;


 


(b)
reduce the rate of or extend the time for payment of interest (including default interest) on any Security;


 


(c)
reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the
payment of any sinking fund or analogous obligation;


 


(d)
reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof;


 


(e)
waive a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission
of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities
of such Series and a waiver of the payment default that resulted from such acceleration);


 


(f)
make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security;


 


(g)
make any change in Sections 6.08, 6.13, or 9.03; or


 


(h)
waive a redemption payment with respect to any Security.


 


Section
9.04  Compliance with Trust Indenture Act.  Every amendment to this Indenture or the Securities of one
or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect.


 


Section
9.05  Revocation and Effect of Consents.  Until an amendment is set forth in a supplemental indenture
or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if
notation of the consent is not made on any Security.  However, any such Holder or subsequent Holder may revoke the consent
as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date of the supplemental
indenture or the date the waiver becomes effective.  Any amendment or waiver once effective shall bind every Holder
of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (h) of Section
9.03.  In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.


 


Section 9.06  Notation
on or Exchange of Securities.  The Trustee may place an appropriate notation about an amendment or waiver on any
Security of any Series thereafter authenticated.  The Company in exchange for Securities of that Series may issue and
the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver.


 






    	 	26	 



     


    

 


Section
9.07  Trustee Protected.  In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, in addition to the documents required by Section 10.04, and (subject to Section 7.01) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture.  The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.


 


ARTICLE
X


MISCELLANEOUS


 


Section
10.01  Trust Indenture Act Controls.  If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required or deemed be included in this Indenture by the TIA, such required or deemed provision
shall control.


 


Section
10.02  Notices.


 


(a)
Any notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly
given if in writing and delivered in person or mailed by first-class mail or sent by telecopier transmission addressed as follows:


 


if
to the Company:


 


Kornit
Digital Ltd.


[c/o
Kornit Digital North America Inc.


10541-10601
North Commerce Street,


Mequon,
Wisconsin 53092


Attention:
[●]


Telephone:
(262) 518-0200


Facsimile:
[●]]


 


if
to the Trustee:


 


[●]


 


(b) The Company or the
Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.  Any
notice or communication to a Holder shall be mailed by first-class mail to his address shown on the register kept by the Registrar
and, if any Bearer Securities are outstanding, published in an Authorized Newspaper.  Failure to mail a notice or communication
to a Holder of any Series or any defect in it shall not affect its sufficiency with respect to other Holders of that or any other
Series.  If a notice or communication is mailed or published in the manner provided above, within the time prescribed,
it is duly given, whether or not the Holder receives it.  If the Company mails a notice or communication to Holders,
it shall mail a copy to the Trustee and each Agent at the same time.


 


(c)
Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Company may,
at the Company’s written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period
of time as may be acceptable to the Trustee) to the date on which such notice must be given or served, be given or served by the
Trustee in the name of and at the expense of the Company.


 


Section
10.03  Communication by Holders with Other Holders.  Holders of any Series may communicate pursuant to
TIA Section 312(b) with other Holders of that Series or any other Series with respect to their rights under this Indenture or
the Securities of that Series or all Series.  The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).


 






    	 	27	 



     


    

 


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


 


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


 


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


 


Section
10.05  Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4))
shall comply with the provisions of TIA Section 314(e) and shall include:


 


(a)
a statement that the person making such certificate or opinion has read such covenant or condition;


 


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


 


(c)
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


 


(d)
a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


 


Section
10.06  Rules by Trustee and Agents.  The Trustee may make reasonable rules for action by or a meeting
of Holders of one or more Series.  Any Agent may make reasonable rules and set reasonable requirements for its functions.


 


Section 10.07  Legal
Holidays.  Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture
hereto for a particular Series, a “Legal Holiday” is any day that is not a Business Day.  If a payment date
is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.


 


Section
10.08  No Recourse Against Others.  A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation.  Each Holder by accepting a Security waives and releases
all such liability.  The waiver and release are part of the consideration for the issue of the Securities.


 


Section
10.09  Counterparts.  This Indenture may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.


 


Section
10.10  Governing Laws.  This Indenture and the Securities will be governed by, and construed in accordance
with, the internal laws of the State of New York, without regard to conflict of law principles that would result in the application
of any law other than the laws of the State of New York.


 


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


 






    	 	28	 



     


    

 





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


 



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


 


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


 


Section
10.15  Securities in a Foreign Currency.  Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture 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 Securities of any Series which are denominated in a coin or 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 at the Market Exchange Rate at such time.  For
purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for
cable transfers of that currency as published by the Federal Reserve Bank of New York.  If such Market Exchange Rate
is not available for any reason with respect to such 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 as of the most recent available date, or quotations from one
or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as
the Trustee, upon consultation with the Company, 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 currency other than Dollars
in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture.  All decisions
and determinations 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, to the extent permitted by law, be conclusive
for all purposes and irrevocably binding upon the Company and all Holders.


 


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


 






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ARTICLE
XI


SINKING
FUNDS


 


Section
11.01  Applicability of Article.  The provisions of this Article shall be applicable to any sinking fund
for the retirement of the Securities of a Series, except as otherwise permitted or required by any form of Security of such Series
issued pursuant to this Indenture.  The minimum amount of any sinking fund payment provided for by the terms of the
Securities of any Series is herein referred to as a “mandatory sinking fund payment” and any other amount provided
for by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.”  If
provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 11.02.  Each sinking fund payment shall be applied to the redemption of Securities of any Series
as provided for by the terms of the Securities of such Series.


 


Section
11.02  Satisfaction of Sinking Fund Payments with Securities.  The Company may, in satisfaction of all
or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such
Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any
of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series
to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the election
of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the
application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities,
provided that such Securities have not been previously so credited.  Such Securities shall be received by the Trustee,
together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee
begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price
specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly.  If as a result of the delivery or credit of Securities in lieu of cash payments pursuant
to this Section 11.02, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash
payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of
a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to
the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon
receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent
upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount
equal to the cash payment required to be released to the Company.


 


Section
11.03  Redemption of Securities for Sinking Fund.  Not less than 45 days (unless otherwise indicated in
the Board Resolution, supplemental indenture or Officers’ Certificate in respect of a particular Series of Securities) prior
to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing mandatory 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 and the portion thereof, if any, which is to be satisfied
by delivering and crediting of Securities of that Series pursuant to Section 11.02, and the optional amount, if any, to be added
in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein
specified.  Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’ Certificate or
supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section
3.03.  Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 3.04, 3.05 and 3.06.


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and attested, all as of the day and year first
above written.


 


	KORNIT
    DIGITAL LTD.	 
	 	 	 
	By:	 	 
	Name: 	      	 
	Title:	 	 
	 	 	 
	as
    Trustee	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




 


31