Exhibit 4.2


 


THIS IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH
MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN ARTICLE 2 OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


THE SALE OF THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, PRIOR TO THE FREE TRADE
DATE (AS DEFINED BELOW), THIS NOTE (AND ANY BENEFICIAL INTEREST HEREIN) MAY NOT BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, EXCEPT:


 


		(A)	TO THE COMPANY OR ANY SUBSIDIARY THEREOF;



 


		(B)	PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT;



 


		(C)	TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER AND IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT; OR



 


		(D)	UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE
EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).



 




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THE “FREE TRADE DATE” MEANS THE DATE THAT IS ONE
YEAR AFTER THE LAST ORIGINAL ISSUE DATE OF THIS NOTE.


 


PRIOR TO ANY TRANSFER PURSUANT TO THE FOREGOING
CLAUSE (D), THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THEY MAY REASONABLY REQUIRE AND MAY RELY UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


THIS NOTE WILL BE ISSUED WITH ORIGINAL ISSUE
DISCOUNT.  TO OBTAIN THE “ISSUE PRICE”, “ISSUE DATE”, “YIELD TO MATURITY”, “COMPARABLE
YIELD” AND “PROJECTED PAYMENT” SCHEDULE FOR THE NOTES REQUIRED PURSUANT TO SECTION 1.1275-3(B) OF THE TREASURY
REGULATIONS, CONTACT THE SENIOR DIRECTOR, FINANCE OF PROTALIX BIOTHERAPEUTICS, INC. AT THE ADDRESS SET FORTH IN SECTION 15.02 OF
THE INDENTURE.


 




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No.: 1

CUSIP: 74365A AC5 *

ISIN: US74365AAC53*






Principal Amount $22,500,000

as revised by the Schedule of Increases and

Decreases of Global Note attached hereto


 


Protalix BioTherapeutics, Inc.

7.50% Senior Secured Convertible Notes due 2021


 


Protalix BioTherapeutics, Inc., a Delaware
corporation (the “Company”), promises to pay to Cede & Co., or registered assigns, the principal amount
of $22,500,000 (as revised by the Schedule of Increases and Decreases of Global Note attached hereto) on the Maturity Date
(as defined in the within-mentioned Indenture).


 


Interest Payment Dates: May 15 and November
15, beginning on May 15, 2017.


 


Record Dates: May 1 and November 1 of each
year (whether or not a Business Day).


 


Additional provisions of this Note are set
forth on the other side of this Note.


 





 



 


* Upon the removal of the Restricted
Notes Legend in accordance with the within-mentioned Indenture, these CUSIP and ISIN numbers will be deemed removed and replaced
with CUSIP number 74365A AD3 and ISIN number US74365AAD37.


 




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	 	PROTALIX BIOTHERAPEUTICS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Dated:	 


 




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TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


The Bank of New York Mellon Trust Company,
N.A., as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.


 


	
        The Bank of New York Mellon Trust

Company, N.A.

 

	By:	 	 
	 	Authorized Signatory
	 	Dated:


 




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[REVERSE OF NOTE]


 


Protalix BioTherapeutics, Inc.

7.50% Senior Secured Convertible Notes due 2021


 


This Note is one of a duly authorized issue
of notes of Protalix BioTherapeutics, Inc. (the “Company”), designated as its 7.50% Senior Secured Convertible
Notes due 2021 (the “Notes”), all issued or to be issued under and pursuant to an indenture dated as of the
Issue Date (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”),
The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) registrar, paying agent and conversion
agent and Wilmington Savings Fund Society, FSB, as collateral agent (the “Collateral Agent”), to which Indenture and
all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Registrar, the Paying Agent, the Conversion Agent, the Collateral Agent, the
Company, the Guarantors and the Holders. Capitalized terms used herein and not defined herein have the meanings ascribed to them
in the Indenture, and the terms of the Notes include those stated in the Indenture and those incorporated into the Indenture. Notwithstanding
anything herein to the contrary, to the extent that any provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture will govern and control. The Notes and the related Note Guarantees and the obligations of the Company
and the Guarantors are secured obligations of the Company and the relevant Guarantors. The Notes, the related Note Guarantees and
the obligations of the Company and the Guarantors are secured by the Collateral pursuant to the Security Documents referred to
in the Indenture.


 


1.             Interest.
This Note will bear interest at a rate equal to 7.50% per annum. Interest on this Note will accrue from the most recent date to
which interest has been paid or provided for, or, if no interest has been paid or provided for, December 7, 2016. Interest will
be payable semiannually in arrears on May 15 and November 15 of each year, beginning on May 15, 2017. Each payment of cash interest
on this Note will include interest accrued for the period commencing on and including the immediately preceding Interest Payment
Date (or, if none, December 7, 2016) through, and including, the day before the applicable Interest Payment Date.


 


Pursuant to Section 2.04(a)(iii)
 of the Indenture, the Company may elect to pay a portion of the interest on this Note in shares of Common Stock.


 


Pursuant to Section 4.03(d) and Section
4.04 of the Indenture, in certain circumstances, the Company will pay Special Interest and Additional Interest, respectively, on
this Note.


 


Pursuant to Section 2.03 of the Indenture,
in certain circumstances, the Company will pay Default Interest on Defaulted Amounts with respect to this Note.


 




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2.             Method
of Payment. The Company will promptly make all payments on this Note on the dates and in the manner provided herein and in
the Indenture. Cash payments on Notes represented by a Global Note (including principal and interest) will be made by wire transfer
of immediately available funds to the accounts specified by the Depositary. Payments in the form of shares of Common Stock will
be made in accordance with Section 2.04(a)(iii) of the Indenture. The Company will pay principal of, and any Fundamental Change
Repurchase Price or Redemption Price for, Definitive Notes at the office or agency designated by the Company for such purpose.
Interest on Definitive Notes will be made as described in Section 2.03, except that any payment of interest due on the Maturity
Date will be made at the office or agency designated by the Company for such purpose. All cash payments on this Note will be made
in money of the United States that at the time of payment is legal tender for payment of public and private debts.


 


3.             Paying
Agent, Conversion Agent and Registrar. Initially, The Bank of New York Mellon Trust Company, N.A. will act as the Trustee,
Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent or Registrar,
provided that the Company will maintain at least one Paying Agent, Conversion Agent and Registrar in the continental United
States. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent or Registrar.


 


4.             Repurchase
By the Company at the Option of the Holder. At the option of the Holder, and subject to the terms and conditions of the Indenture,
upon the occurrence of a Fundamental Change, each Holder will have the right, at its option, to require the Company to repurchase
for cash all of its Notes, or any portion of its Notes having a principal amount equal to $1,000 or an integral multiple of $1,000
in excess thereof, at a Fundamental Change Repurchase Price equal to 100% of the principal amount of Notes to be purchased plus
accrued and unpaid interest, if any, to but excluding, the Fundamental Change Repurchase Date, unless the Fundamental Change Repurchase
Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates,
in which case the Company will instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular
Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased
pursuant to  Article 3 of the Indenture. To exercise its purchase right, a Holder must comply with the procedures set forth in   Article 3 of the Indenture.


 


5.             Redemption
at the Option of the Company. From time to time prior to the Maturity Date, the Company may redeem, in cash at the applicable
Redemption Price, (a) any or all of the Notes if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days
(whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the Trading Day immediately
preceding the Redemption Notice Date exceeds 150% of the applicable Conversion Price on each applicable Trading Day or (b) all
(and not less than all) of the Notes then outstanding if, at any time after the Issue Date, the aggregate principal amount of Notes
then outstanding is less than 15% of the aggregate principal amount of Notes issued on the Issue Date. Any Redemption Notice must
be given to the Holders of the Notes not less than 25 nor more than 30 Scheduled Trading Days prior to the applicable Redemption
Date. The Company may not designate a Redemption Date that falls during or within three Business Days after the end of a Make-Whole
Adjustment Period. The Redemption Price that the Company will pay for any Notes is set forth in the Indenture.


 




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6.             Conversion.
Subject to, and upon compliance with, the provisions of Article 10 of
the Indenture, a Holder may, at its option, convert all of its Notes, or any portion of its Notes having a principal amount
equal to $1,000 or an integral multiple of $1,000 in excess thereof, into cash, Common Stock, or a combination thereof, at
the election of the Company, as provided in  Article 10 
of the Indenture, based on the Conversion Rate. Notes may not be converted after the Close of Business on the Business Day
immediately preceding the Maturity Date (or, for any Notes called for redemption by the Company upon exercise of its Optional
Redemption right, after the Close of Business on the second Business Day immediately preceding the applicable Redemption
Date). Section 10.13 of the Indenture imposes a limitation on the number of shares of Common Stock that may be received by a
beneficial owner upon conversion of the Notes.


 


7.             Ranking
and Collateral. The Notes and the Note Guarantees are general senior secured obligations of the Company and the Guarantors,
respectively, and are pari passu in right of payment with all existing and future Indebtedness of the Company and the Guarantors
that is not, by its terms, expressly subordinated in right of payment to the Notes or Note Guarantees. The security interests securing
the Notes and the Note Guarantees will be, other than as set forth in the Indenture and the Security Documents, first in priority
to any and all security interests.


 


8.             Denominations;
Transfer; Exchange. The Notes are in fully registered form, without coupons, in minimum denominations of $1,000 of principal
amount and in integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any
taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Notes (i) in respect
of which a Fundamental Change Repurchase Notice has been given and not withdrawn (except, in the case of a Note to be repurchased
in part, the portion of the Note not to be repurchased), (ii) after the Company has delivered a Notice of Redemption (except to
the extent that Notes are converted or the Company fails to pay the Redemption Price in accordance with Article 11 of the Indenture)
or (iii) in respect of which a Conversion Notice has been given (except, in the case of a Note to be converted in part, the portion
of the Note not to be converted).


 


9.             Amendment,
Supplement and Waiver. Subject to certain exceptions, the Indenture permits the Indenture, the Notes, the Note Guarantees and
any Security Documents to be amended or supplemented with the written consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes. In certain circumstances, the Company and the Trustee may also amend or supplement
the Indenture, the Notes, the Note Guarantees or any Security Documents without the consent of any Holder. Subject to certain exceptions,
the Indenture permits the waiver of certain Events of Default or the noncompliance with certain provisions of the Indenture, the
Notes, the Note Guarantees and any Security Documents with the written consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes.


 




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In addition, (x) any amendment to, or waiver
of, the provisions of the Indenture, the Notes, the Note Guarantees or any Security Document that has the effect of releasing all
or substantially all of the Collateral from the Note Liens or (y) any changes in the provisions of the Indenture or any material
change in the provisions in the Security Documents, in each case dealing with the application of proceeds of Collateral upon exercise
of remedies with respect to such Collateral that adversely affects the Holders, shall require the consent of the Holders of at
least 66 and 2/3% in aggregate principal amount of the Notes then outstanding under the Indenture (including any consents obtained
in connection with a tender offer or exchange for the Notes).


 


10.           Defaults
and Remedies. Subject to the immediately following paragraph, if an Event of Default specified in the Indenture occurs and
is continuing, the Trustee, by delivering a written notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding, by delivering a written notice to the Company and the Trustee, may declare all the Notes
to be due and payable immediately by delivering notice to the Company. In addition, certain specified Events of Default will cause
the Notes to become immediately due and payable without the Trustee or Holders taking any action.


 


Holders may not enforce the Indenture, the
Notes, the Note Guarantees and any Security Documents except as provided in the Indenture. The Trustee and the Collateral Agent
may each refuse to enforce the Indenture, the Notes, the Note Guarantees and any Security Documents unless it receives indemnity
or security satisfactory to it. Holders of a majority of the principal amount of the then outstanding Notes may direct the Trustee
and the Collateral Agent in its exercise of any trust or power, subject to certain limitations set forth in the Indenture. Subject
to certain exceptions, the Trustee may withhold from Holders notice of any continuing Event of Default or Default if it determines
that withholding notice is in their interest.


 


11.          Persons
Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes.


 


12.          Unclaimed
Money or Notes. The Trustee and the Paying Agent will return to the Company upon written request any money or securities held
by them for the payment of any amount with respect to the Notes that remain unclaimed for two years, subject to applicable unclaimed
property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as
general creditors, unless an applicable abandoned property law designates another Person.


 


13.          Trustee
Dealings with the Company. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not the Trustee.


 




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14.           Calculations
in Respect of Notes. Except as otherwise provided in the Indenture, the Company will be responsible for making all calculations
called for under the Notes and the Indenture. These calculations include, but are not limited to, determinations of the Last Reported
Sale Price of the Common Stock or any other security, the amount and type of consideration due upon the conversion of any Note,
accrued interest payable on the Notes and the Conversion Rate in effect on any Conversion Date.


 


 The Company will make all these calculations
in good faith and, absent manifest error, its calculations will be final and binding on all Holders.


 


15.           No
Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company or any Guarantor will not have
any liability for any obligations of the Company or the Guarantors under the Notes or the Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such
liability. The waiver and release are part of the consideration for the issuance of the Notes


 


16.           Authentication.
This Note will not be valid until an authorized signatory of the Trustee manually signs the Trustee’s certificate of authentication
on the other side of this Note.


 


17.           Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A
(= Uniform Gift to Minors Act).


 


18.            GOVERNING
LAW. THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


 


19.           CUSIP
and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures and the
International Securities Identification Numbers Organisation, the Company has caused CUSIP and ISIN numbers to be printed on the
Notes, and the Trustee may use CUSIP and ISIN numbers in any notices as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained in any notice, and reliance may be placed only on
the other identification numbers placed thereon.


 


The Company will furnish to any Holder,
upon written request and without charge, a copy of the Indenture which has in it the text of this Note. Requests may be made to:


 


	Protalix BioTherapeutics, Inc.
	2 Snunit Street, Science Park
	POB 455
	Carmiel 20100, Israel
	Attention: Yossi Maimon



 



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CONVERSION NOTICE


 


PROTALIX BIOTHERAPEUTICS, INC.

7.50% SENIOR SECURED CONVERTIBLE NOTES DUE 2021


 


To convert this Note, check the box  ̈


 


To convert the entire principal amount of this Note, check the
box  ̈


 


To convert only a portion of the principal amount of this Note,
check the box  ̈ and here specify the principal amount to be converted,
which principal amount must equal $1,000 or an integral multiple of $1,000 in excess thereof:


 


	$	 	 
	Signature Guaranteed
	 
	 	 	 
	Participant in a Recognized Signature
	Guarantee Medallion Program
	 
	By:	 	 
	 	Authorized Signatory


 




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OPTION OF HOLDER TO ELECT PURCHASE


 


The Bank of New York Mellon Trust Company, N.A.

10161 Centurion Parkway North, 2nd Floor, Jacksonville, Florida 32256


Attention: Corporate Trust


 


The undersigned registered owner of this
Note hereby acknowledges receipt of a notice from Protalix BioTherapeutics, Inc. (the “Company”) as to the occurrence
of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs
the Company to pay to the Holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note
(1) the entire principal amount of this Note, or the portion thereof (that is equal to $1,000 principal amount or an integral multiple
of $1,000 in excess thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not occur during the period
after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon
to, but excluding, such Fundamental Change Repurchase Date.


 


	Principal amount to be repaid (if less than all): $    ,000
	CUSIP/ISIN:	 	 


 


	Signature Guaranteed	 
	 	 
	 	 
	Participant in a Recognized Signature	 
	 	 
	Guarantee Medallion Program	 
	 	 	 
	By:	 	 
	Authorized Signatory	 


 




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SCHEDULE OF INCREASES AND DECREASES
OF GLOBAL NOTE


 


Initial Principal Amount of Global Note:
$22,500,000


 


	Date	 	Amount of
 Increase in
 Principal 
 Amount of
 Global Note	 	 	Amount of
 Decrease in
 Principal 
 Amount of 
 Global Note	 	 	Principal 
 Amount of 
 Global Note 
 After 
 Increase or
 Decrease	 	 	Notation by
 Custodian	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 




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