Exhibit 4.1


 


Mobileye N.V.


 


as Issuer


 


and


 


[                                       ],


 


as Trustee


 


Senior Indenture


 


Dated as of ___, 200__


 




    	 



    	 



    

 


Table
of Contents


 


	 	Page
	 	 
	ARTICLE
    One Definitions and Other Provisions of General Application	1
	 	 	 
	SECTION 101.	Definitions	1
	 	 	 
	SECTION 102.	Compliance Certificates and Opinions	7
	 	 	 
	SECTION 103.	Form of Documents Delivered to Trustee	7
	 	 	 
	SECTION 104.	Acts of Holders; Record Dates	8
	 	 	 
	SECTION 105.	Notices, Etc., to Trustee and Company	10
	 	 	 
	SECTION 106.	Notice to Holders; Waiver	10
	 	 	 
	SECTION 107.	Conflict with Trust Indenture Act	11
	 	 	 
	SECTION 108.	Effect of Headings and Table of Contents	11
	 	 	 
	SECTION 109.	Successors and Assigns	11
	 	 	 
	SECTION 110.	Separability Clause	11
	 	 	 
	SECTION 111.	Benefits of Indenture	11
	 	 	 
	SECTION 112.	Governing Law	11
	 	 	 
	SECTION 113.	Submission to Jurisdiction; Appointment of Agent for Service of Process	11
	 	 	 
	SECTION 114.	Legal Holidays	12
	 	 	 
	SECTION 115.	No Recourse Against Others	12
	 	 	 
	ARTICLE
    Two Security Forms	12
	 	 	 
	SECTION 201.	Forms Generally	12
	 	 	 
	SECTION 202.	Form of Face of Security	13
	 	 	 
	SECTION 203.	Form of Reverse of Security	15
	 	 	 
	SECTION 204.	Form of Legend for Global Securities	18
	 	 	 
	SECTION 205.	Form of Trustee’s Certificate of Authentication	18
	 	 	 
	ARTICLE
    Three The Securities	19
	 	 	 
	SECTION 301.	Amount Unlimited; Issuable in Series	19
	 	 	 
	SECTION 302.	Denominations	21
	 	 	 
	SECTION 303.	Execution, Authentication, Delivery and Dating	22
	 	 	 
	SECTION 304.	Temporary Securities	23
	 	 	 
	SECTION 305.	Registration, Registration of Transfer and Exchange	23
	 	 	 
	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities	25
	 	 	 
	SECTION 307.	Payment of Interest; Interest Rights Preserved	26
	 	 	 
	SECTION 308.	Persons Deemed Owners	28
	 	 	 
	SECTION 309.	Cancellation	28
	 	 	 
	SECTION 310.	Computation of Interest	28
	 	 	 
	SECTION 311.	CUSIP Numbers	28
	 	 	 
	ARTICLE
    Four Satisfaction and Discharge	29
	 	 	 
	SECTION 401.	Satisfaction and Discharge of Indenture	29
	 	 	 
	SECTION 402.	Application of Trust Money	30
	 	 	 
	ARTICLE
    Five Remedies	30
	 	 	 
	SECTION 501.	Events of Default	30
	 	 	 
	SECTION 502.	Acceleration of Maturity; Rescission and Annulment	31



 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	32
	 	 	 
	SECTION 504.	Trustee May File Proofs of Claim	32
	 	 	 
	SECTION 505.	Trustee May Enforce Claims Without Possession of Securities	33
	 	 	 
	SECTION 506.	Application of Money Collected	33
	 	 	 
	SECTION 507.	Limitation on Suits	33
	 	 	 
	SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	34
	 	 	 
	SECTION 509.	Restoration of Rights and Remedies	34
	 	 	 
	SECTION 510.	Rights and Remedies Cumulative	34
	 	 	 
	SECTION 511.	Delay or Omission Not Waiver	35
	 	 	 
	SECTION 512.	Control by Holders	35
	 	 	 
	SECTION 513.	Waiver of Past Defaults	35
	 	 	 
	SECTION 514.	Undertaking for Costs	35
	 	 	 
	SECTION 515.	Waiver of Usury, Stay or Extension Laws	36
	 	 	 
	ARTICLE
    Six The Trustee	36
	 	 	 
	SECTION 601.	Certain Duties and Responsibilities	36
	 	 	 
	SECTION 602.	Notice of Defaults	36
	 	 	 
	SECTION 603.	Certain Rights of Trustee	36
	 	 	 
	SECTION 604.	Not Responsible for Recitals or Issuance of Securities	38
	 	 	 
	SECTION 605.	May Hold Securities	38
	 	 	 
	SECTION 606.	Money Held in Trust	38
	 	 	 
	SECTION 607.	Compensation and Reimbursement	38
	 	 	 
	SECTION 608.	Conflicting Interests	39
	 	 	 
	SECTION 609.	Corporate Trustee Required; Eligibility	39
	 	 	 
	SECTION 610.	Resignation and Removal; Appointment of Successor	39
	 	 	 
	SECTION 611.	Acceptance of Appointment by Successor	41
	 	 	 
	SECTION 612.	Merger, Conversion, Consolidation or Succession to Business	42
	 	 	 
	SECTION 613.	Preferential Collection of Claims Against Company	42
	 	 	 
	SECTION 614.	Appointment of Authenticating Agent	42
	 	 	 
	ARTICLE
    Seven Holders’ Lists and Reports by Trustee and Company	44
	 	 	 
	SECTION 701.	Company to Furnish Trustee Names and Addresses of Holders	44
	 	 	 
	SECTION 702.	Preservation of Information; Communications to Holders	44
	 	 	 
	SECTION 703.	Reports by Trustee	44
	 	 	 
	SECTION 704.	Reports by Company	45
	 	 	 
	ARTICLE
    Eight Consolidation, Merger, Conveyance Transfer or Lease	45
	 	 	 
	SECTION 801.	Company May Consolidate, Etc., Only on Certain Terms	45
	 	 	 
	SECTION 802.	Successor Substituted	46
	 	 	 


 




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Table
of Contents


(continued)


 


	 	Page
	 	 
	ARTICLE
    Nine Supplemental Indentures	46
	 	 	 
	SECTION 901.	Supplemental Indentures Without Consent of Holders	46
	 	 	 
	SECTION 902.	Supplemental Indentures With Consent of Holders	47
	 	 	 
	SECTION 903.	Execution of Supplemental Indentures	48
	 	 	 
	SECTION 904.	Effect of Supplemental Indentures	48
	 	 	 
	SECTION 905.	Conformity with Trust Indenture Act	49
	 	 	 
	SECTION 906.	Reference in Securities to Supplemental Indentures	49
	 	 	 
	ARTICLE
    Ten Covenants	49
	 	 	 
	SECTION 1001.	Payment of Principal, Premium and Interest	49
	 	 	 
	SECTION 1002.	Maintenance of Office or Agency	49
	 	 	 
	SECTION 1003.	Money for Securities Payments to Be Held in Trust	50
	 	 	 
	SECTION 1004.	Statement by Officers as to Default	51
	 	 	 
	SECTION 1005.	Waiver of Certain Covenants	51
	 	 	 
	SECTION 1006.	Payment of Additional Amounts	51
	 	 	 
	ARTICLE
    Eleven Redemption of Securities	53
	 	 	 
	SECTION 1101.	Applicability of Article	53
	 	 	 
	SECTION 1102.	Election to Redeem; Notice to Trustee	53
	 	 	 
	SECTION 1103.	Selection by Trustee of Securities to Be Redeemed	53
	 	 	 
	SECTION 1104.	Notice of Redemption	54
	 	 	 
	SECTION 1105.	Deposit of Redemption Price	55
	 	 	 
	SECTION 1106.	Securities Payable on Redemption Date	55
	 	 	 
	SECTION 1107.	Securities Redeemed in Part	55
	 	 	 
	SECTION 1108.	Optional Redemption for Tax Reasons	56
	 	 	 
	ARTICLE
    Twelve Sinking Funds	56
	 	 	 
	SECTION 1201.	Applicability of Article	56
	 	 	 
	SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities	57
	 	 	 
	SECTION 1203.	Redemption of Securities for Sinking Fund	57
	 	 	 
	ARTICLE
    Thirteen Defeasance and Covenant Defeasance	57
	 	 	 
	SECTION 1301.	Company’s Option to Effect Defeasance or Covenant Defeasance	57
	 	 	 
	SECTION 1302.	Defeasance and Discharge	58
	 	 	 
	SECTION 1303.	Covenant Defeasance	58
	 	 	 
	SECTION 1304.	Conditions to Defeasance or Covenant Defeasance	58
	 	 	 
	SECTION 1305.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	60
	 	 	 
	SECTION 1306.	Reinstatement	61


 




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Mobileye N.V.


 


Certain Sections of this Indenture relating
to Sections 310 through 318,

inclusive, of the Trust Indenture Act of 1939:


 


	Trust
    

    Indenture 

    Act 

    Section	 	Indenture
    

    Section
	§ 310(a)(1)	 	609
	(a)(2)	 	609
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	608
	 	 	610
	§ 311(a)	 	613
	(b)	 	613
	§ 312(a)	 	701
	 	 	702
	(b)	 	702
	(c)	 	702
	§ 313(a)	 	703
	(b)	 	703
	(c)	 	703
	(d)	 	703
	§ 314(a)	 	704
	(a)(4)	 	101
	 	 	1004
	(b)	 	Not Applicable
	(c)(1)	 	102
	(c)(2)	 	102
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	102
	§ 315(a)	 	601
	(b)	 	602
	(c)	 	601
	(d)	 	601
	(e)	 	514
	§ 316(a)	 	101
	(a)(1)(A)	 	502
	 	 	512
	(a)(1)(B)	 	513
	(a)(2)	 	Not Applicable
	(b)	 	508
	(c)	 	104
	§ 317(a)(1)	 	503
	(a)(2)	 	504
	(b)	 	1003
	§ 318(a)	 	107


 


 





 



Note: This reconciliation and tie shall not, for any purpose, be
deemed to be a part of the Indenture.


 




    	 



    	 



    

 


SENIOR INDENTURE, dated as of _________, 200___,
between Mobileye N.V., a limited liability company duly organized and existing under the laws of The Netherlands (herein called
the “Company”), having its principal executive offices at Har Hotzvim, 13 Hartom Street, P.O. Box 45157, Jerusalem
9777513, Israel, and [                      ],
as Trustee (herein called the “Trustee”).


 


Recitals
of the Company


 


The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences
of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided.


 


All things necessary to make this Indenture
a valid agreement of the Company, in accordance with its terms, have been done.


 


Now,
Therefore, This Indenture Witnesseth: 


 


For and in consideration of the premises and
the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders
of the Securities or of series thereof, as follows:


 


ARTICLE
One



Definitions and Other Provisions

of General Application


 





SECTION
101.        Definitions.




 


For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


(1) the terms defined in this Article have the
meanings assigned to them in this Article and include the plural as well as the singular;


 


(2) all other terms used herein which are defined
in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;


 


(3) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise
herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required
or permitted hereunder shall mean such accounting principles as are generally accepted at the date of this instrument;


 


(4) unless the context otherwise requires, any
reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this
Indenture;


 




    	 



    	 



    

 





(5) the words “herein”, “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision; and


 


(6) when used with respect to any Security,
the words “convert”, “converted” and “conversion” are intended to refer to the right of the
Holder or the Company to convert or exchange such Security into or for securities or other property in accordance with such terms,
if any, as may hereafter be specified for such Security as contemplated by Section 301, and these words are not intended to refer
to any right of the Holder or the Company to exchange such Security for other Securities of the same series and like tenor pursuant
to Section 304, 305, 306, 906 or 1107 or another similar provision of this Indenture, unless the context otherwise requires; and
references herein to the terms of any Security that may be converted mean such terms as may be specified for such Security as contemplated
in Section 301.


 


“Act”, when used with respect
to any Holder, has the meaning specified in Section 104.


 


“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” when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“Applicable Procedures” of
a Depositary means, with respect to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable
to such matter at such time.


 


“Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.


 


“Board of Directors” means
either the board of directors of the Company or any committee of that board duly authorized to act for it in respect hereof.


 


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


 


“Business Day”, when used
with respect to any Place of Payment, means each Monday, Tuesday, Wednesday and Thursday which is not a day on which banking institutions
in that Place of Payment are authorized or obligated by law or executive order to close; provided that, when used with respect
to any Security, “Business Day” may have such other meaning, if any, as may be specified for such Security as contemplated
by Section 301.


 


“Commission” means the Securities
and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution
of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act,
then the body performing such duties at such time.


 




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“Company” means the Person
named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.


 


“Company Request” or “Company
Order” means a written request or order, signed in the name of the Company by any two of the following (each of whom
sometimes may be referred to herein as an “officer” of the Company): a Chairman of the Company, a Chief Executive Officer,
a Chief Financial Officer, a Secretary or an Assistant Secretary of the Company, an executive director of the Company, or any executive
officer or executive officers of the Company designated in writing by or pursuant to authority of the Board of Directors, and delivered
to the Trustee from time to time.


 


“Corporate Trust Office”
means the principal office of the Trustee in New York, New York at which at any particular time its corporate trust business shall
be administered, which at the date hereof is located at ___________________________________________.


 


“corporation” means a corporation,
association, company (including a limited liability company), joint-stock company, business trust or other similar entity.


 


“Covenant Defeasance” has
the meaning specified in Section 1303.


 


“Defaulted Interest” has
the meaning specified in Section 307.


 


“Defeasance” has the meaning
specified in Section 1302.


 


“Depositary” means, with
respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency
that is designated to act as Depositary for such Securities as contemplated by Section 301.


 


“Event of Default” has the
meaning specified in Section 501.


 


“Exchange Act” means the
Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.


 


“Expiration Date” has the
meaning specified in Section 104.


 


“Global Security” means a
Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend
as may be specified as contemplated by Section 301 for such Securities).


 


“Holder” means a Person in
whose name a Security is registered in the Security Register.


 


“Indenture” means this instrument
as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term


 




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“Indenture” shall also include the
terms of particular series of Securities established as contemplated by Section 301.


 


“Interest Payment Date”,
when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.


 


“Investment Company Act”
means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


 


“Maturity”, when used with
respect to any Security, means the date on which the principal of such Security or an 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.


 


“Notice of Default” means
a written notice of the kind specified in Section 501(4).


 


“Officers’ Certificate”
means a certificate, signed by any two of the following (each of whom sometimes may be referred to herein as an “officer”
of the Company): a Chairman of the Company, a Chief Executive Officer, a Chief Financial Officer, a Secretary or an Assistant Secretary
of the Company, an executive director of the Company, or any executive officer or executive officers of the Company designated
in writing by or pursuant to authority of the Board of Directors, and delivered to the Trustee from time to time. One of the officers
signing an Officers’ Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting
officer of the Company.


 


“Opinion of Counsel” means
a written opinion of counsel, who may be an employee of the Company.


 


“Outstanding”, when used
with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:


 


(1)         Securities
theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


(2)         Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


 


(3)         Securities
as to which Defeasance has been effected pursuant to Section 1302;


 


(4)         Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; and


 




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(5)         Securities
as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been duly provided for),
or as to which any other particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated
in Section 301;


 


provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as of any date, (A) if, as of such date, the principal amount payable
at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding
shall be the amount as specified or determined as contemplated by Section 301, (B) the principal amount of a Security denominated
in one or more foreign currencies, composite currencies or currency units which shall be deemed to be Outstanding shall be the
U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount
of such Security (or, in the case of a Security described in Clause (A) above, of the amount determined as provided in such Clause),
and (C) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which
a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor.


 


“Paying Agent” means any
Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.


 


“Person” means any individual,
corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision
thereof.


 


“Place of Payment”, when
used with respect to the Securities of any series and subject to Section 1002, means The Netherlands, Israel or New York City or
the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified
as contemplated by Section 301.


 


“Predecessor Security” of
any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for
or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.


 


“Redemption Date”, when used
with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.


 




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“Redemption Price”, when
used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.


 


“Regular Record Date” for
the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.


 


“Responsible Officer”, when
used with respect to the Trustee, means any vice president, any assistant secretary, any assistant treasurer, any trust officer,
any assistant trust officer or any other officer of the Trustee, in each case, located in the Corporate Trust Office of the Trustee,
and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because
of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration
of this Indenture.


 


“Securities” has the meaning
stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this
Indenture.


 


“Securities Act” means the
Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 305.


 


“Special Record Date” for
the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


 


“Stated Maturity”, when used
with respect to any Security or any installment of principal thereof or interest thereon, means 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 any Person
a majority of the combined voting power of the total outstanding ownership interests in which is, at the time of determination,
beneficially owned or held, directly or indirectly, by the Company or one or more other Subsidiaries. For this purpose, “voting
power” means power to vote in an ordinary election of directors (or, in the case of a Person that is not a corporation, ordinarily
to appoint or approve the appointment of Persons holding similar positions), whether at all times or only as long as no senior
class of ownership interests has such voting power by reason of any contingency.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required
by any such amendment, the Trust Indenture Act of 1939 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 or include each Person who is then
a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as


 




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used with respect to the Securities of any series
shall mean the Trustee with respect to Securities of that series.


 


“U.S. Government Obligation”
has the meaning specified in Section 1304.


 


SECTION
102.        Compliance Certificates and Opinions.


 


Upon any application or request by the Company
to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates
and opinions as may be required under the Trust Indenture Act; provided, however, that no such opinion shall be required in connection
with the issuance of Securities of any Series. Each such certificate or opinion shall be given in the form of an Officers’
Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.


 


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture shall include:


 


(1)         a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


(2)         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;


 


(3)         a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)         a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


SECTION
103.        Form of Documents Delivered to Trustee.


 


In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.


 


Any certificate or opinion of an officer of
the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or
representation by, counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations
by, an officer or officers of the Company stating that the information with respect to such factual matters is in the


 




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possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such
matters are erroneous.


 


Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


SECTION
104.        Acts of Holders; Record Dates.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed
in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.


 


The fact and date of the execution by any Person
of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary
public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which
the Trustee deems sufficient.


 


The ownership of Securities shall be proved
by the Security Register.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the
Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect
of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of
such action is made upon such Security.


 


The Company may set any day as a record date
for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders of Securities of such series; provided that the Company may not set a record date for, and the provisions
of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred
to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant
series on such record date, and no other Holders, shall


 




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be entitled to take the relevant action, whether
or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken
on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series
on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series
on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee
in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.


 


The Trustee may set any day as a record date
for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of
(i) any Notice of Default, (ii) any declaration of the acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities
of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such
record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not
such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically
and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such
action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense,
shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.


 


With respect to any record date set pursuant
to this Section, the party hereto which sets such record date may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed
to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right
to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.


 




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Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal
amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard
to all or any part of such principal amount.


 


SECTION
105.        Notices, Etc., to Trustee and Company.


 


Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with:


 


(1)         the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Trustee Administration; or


 


(2)         the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified
in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company
(which request, demand, authorization, direction, notice, consent, waiver or Act shall become effective upon the ____ Business
Day following mailing thereof or upon the earlier actual receipt thereof by the Company).


 


SECTION
106.        Notice to Holders; Waiver.


 


Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not
later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall
be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


Where this Indenture provides for Notice of
any event to a Holder of a Global Security, such notice shall be sufficiently given if given to the Depositary for such Security
(or its designee), pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier than the earliest
date (if any), prescribed for the giving of such notice.


 




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SECTION
107.        Conflict with Trust Indenture Act.


 


If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture,
the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture
Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.


 


SECTION
108.        Effect of Headings and Table of Contents.


 


The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the construction hereof.


 


SECTION
109.        Successors and Assigns.


 


All covenants and agreements in this Indenture
by the Company shall bind its successors and assigns, whether so expressed or not.


 


SECTION
110.        Separability Clause.


 


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
111.        Benefits of Indenture.


 


Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.


 


SECTION
112.        Governing Law.


 


This Indenture and the Securities shall be governed
by and construed in accordance with the law of the State of New York.


 


SECTION
113.        Submission to Jurisdiction; Appointment of Agent for Service of
Process.


 


The Company hereby appoints Mobileye, Inc.,
acting through its office at 99 Jericho Turnpike, Jericho, NY, 11753 (or such other address, in the Borough of Manhattan in The
City of New York, as such agent shall furnish in writing to the Trustee) as its authorized agent (the “Authorized Agent”)
upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture
or the Securities of any series, as the case may be, instituted in any federal or state court in the Borough of Manhattan in The
City of New York by the Holder of any Security, and agrees that service of process upon the Authorized Agent, together with written
notice of said service mailed or delivered to the Company, addressed as provided in Section 105, shall be deemed in every respect
effective service of process upon the Company in any such legal action or proceeding, and the Company hereby


 




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irrevocably submits to the non-exclusive jurisdiction
of any such court in respect of any such legal action or proceeding and waives, to the extent it may effectively do so, any objection
it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable so long as
the Holders of Securities shall have any rights pursuant to the terms of the Securities or of this Indenture until the appointment
of a successor Authorized Agent by the Company and such successor’s acceptance of such appointment. The Company reserves
the right to appoint another person located, or with an office, in the Borough of Manhattan in The City of New York, selected in
its sole discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment
of the prior Authorized Agent shall terminate. If for any reason the Authorized Agent ceases to be able to act as the Authorized
Agent, or, in the case of a successor Authorized Agent to Mobileye, Inc., to have an address in the Borough of Manhattan in The
City of New York, the Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The Company
further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to
continue such designation and appointment of such agent or successor in full force and effect for as long as required hereunder.


 


SECTION
114.        Legal Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Maturity of any Security, or any date on which a Holder has the right to convert his Security, shall not be
a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other
than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of
interest or principal (and premium, if any), or conversion of such Security shall not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on
the Interest Payment Date or Redemption Date, or at the Maturity, or on such date for conversion, as the case may be.


 


SECTION 115.        No Recourse Against Others.


 


The directors, officers, employees and shareholders
of the Company, as such, shall have no liability for any obligations of the Company under the Securities or for any claim based
on, in respect of, or by reason of, such obligations or their creation. By accepting a Security, each Holder shall be deemed to
have waived and released all such liability. The waiver and release shall be a part of the consideration for the issue of the Securities.


 


ARTICLE
Two



Security Forms


 


SECTION
201.        Forms Generally.


 


The Securities of each series shall be in substantially
the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one
or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have


 




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such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the authorized signatories of the Company executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication
and delivery of such Securities.


 


The definitive Securities shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the authorized
signatories of the Company executing such Securities, as evidenced by their execution of such Securities.


 


SECTION
202.        Form of Face of Security.


 


[Insert any legend required by the Internal
Revenue Code and the regulations thereunder.]


 


Mobileye N.V.


 


_________________________________


 


	No.___	 
	CUSIP No. ___	 $___
	[ISIN ___]	 
	[COMMON CODE ___]	 


 


Mobileye N.V., a limited liability company duly
organized and existing under the laws of The Netherlands (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___, or registered assigns,
the principal sum of ___Dollars on ___[if the Security is to bear interest prior to Maturity, insert — , and to pay
interest thereon from ___or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually
on ___and ___in each year, commencing ___, and at the Maturity thereof, at the rate of ___% per annum, until the principal hereof
is paid or made available for payment [if applicable, insert — , provided that any principal and premium, and any
such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment,
and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ______ or ______
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but
not punctually paid or duly provided for, on any Interest Payment Date will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall


 




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be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements
of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all
as more fully provided in said Indenture].


 


[If the Security is not to bear interest
prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium
shall be payable on demand.]


 


Payment of the principal of (and premium, if
any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts, against surrender of this Security in the case of
any payment due at the Maturity of the principal thereof (other than any payment of interest that first becomes payable on a day
other than an Interest Payment Date); provided, however, that at the option of the Company, payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and provided,
further, that if this Security is a Global Security, payment may be made pursuant to the Applicable Procedures of the Depositary
as permitted in said Indenture.


 


Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.


 


Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


	 	 	Mobileye N.V.
	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	Attest:	 	 
	 	 	 
	 	 	 


 




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SECTION
203.        Form of Reverse of Security.


 


This Security is one of a duly authorized issue
of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of ___, 200___(herein called the “Indenture”, which term shall have the meaning assigned
to it in such instrument), between the Company and _______________________, as Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of
the series designated on the face hereof [if applicable, insert — , limited in aggregate principal amount to $___].


 


[If applicable, insert — The Securities
of this series are subject to redemption upon not less than 30 days’ notice, by mail, at any time [if applicable, insert
— on or after ___, 20___], as a whole or in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before ___, ___%, and
if redeemed] during the 12-month period beginning ___of the years indicated,


 


	Year	 	Redemption
    Price	 	Year	 	Redemption
    Price
	 	 	 	 	 	 	 


 


and thereafter at a Redemption Price equal to
___% of the principal amount, together in the case of any such redemption with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]


 


[If the Security is subject to redemption
of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]


 


[If applicable, insert — The Indenture
contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.]


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Payments under the Securities will be made without
withholding or deduction for or on account of any present or future tax, duty, assessment or governmental charge imposed upon or
as a result of such payments by The Netherlands, or the government of a jurisdiction in which a successor to Mobileye N.V. is organized
(or any political subdivision or taxing authority thereof


 




    	15



    	 



    

 


or therein) (a “Relevant Jurisdiction”)
(“Taxes”), unless required by law. To the extent any such Taxes are so levied or imposed, the Company [will]
[will not], subject to the exceptions and limitations set forth in Section 1006 of the Indenture, pay such additional amounts (“Additional
Amounts”) to the Holder of any Security who is not a resident of a Relevant Jurisdiction as may be necessary in order
that every net payment of the principal of and interest on such Security and any other amounts payable on such Security, after
withholding for or on account of such Taxes imposed upon or as a result of such payment, will not be less than the amount provided
for in such Security to be then due and payable.


 


[If applicable, insert — In addition
to its ability to redeem this Security pursuant to the foregoing,] [i]f at any time as a result of any change in or amendment to
the laws or regulations of a Relevant Jurisdiction affecting taxation, or a change in any application or interpretation of such
laws or regulations (including the decision of any court or tribunal) either generally or in relation to any particular Securities,
which change, amendment, application or interpretation becomes effective on or after ___, 20___in making any payment of, or in
respect of, the principal amount of, or any premium or interest on, the Securities, the Company would be required to pay any Additional
Amounts with respect thereto, then the Securities will be redeemable upon not less than 10 nor more than 60 days’ notice
by mail, at any time thereafter, in whole but not in part, at the election of the Company as provided in the Indenture at their
principal amount, together in the case of any such redemption with any accrued but unpaid interest to, the Redemption Date.]


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected
(considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority
in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority
in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such
series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture,
or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory
to it, and the Trustee shall not have received from the Holders


 




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of a majority in principal amount of Securities
of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.


 


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.


 


As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of
this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium
and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable only
in registered form without coupons in denominations of $______ and any integral multiple thereof; provided that no Security shall
be issuable in a principal amount of less than EUR 100,000 (or the equivalent thereof at the time of issuance in the currency in
which such Security is payable). As provided in the Indenture and subject to certain limitations therein set forth, Securities
of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall be made for any such
registration or transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


This Security is a Global Security and is subject
to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers
and exchanges of Global Securities.


 


This Security and the Indenture shall he governed
by and construed in accordance with the laws of the State of New York.


 


All terms used in this Security which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.


 




    	17



    	 



    

 


SECTION
204.        Form of Legend for Global Securities.


 


Unless otherwise specified as contemplated by
Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered 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 A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.


 


SECTION
205.        Form of Trustee’s Certificate of Authentication.


 


The Trustee’s certificates of authentication
shall be in substantially the following form:


 


This is one of the Securities of the series
designated herein and referred to in the within-mentioned Indenture.


 


Dated:


 


	 	[                                      ],
	 	As Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory  


 




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ARTICLE
Three



The Securities


 


SECTION
301.        Amount Unlimited; Issuable in Series.


 


The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited.


 


The Securities may be issued in one or more
series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in
the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to
the issuance of Securities of any series:


 


(1)         the
title of the Securities of the series, including CUSIP numbers (which shall distinguish the Securities of the series from Securities
of any other series);


 


(2)         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 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are
deemed never to have been authenticated and delivered hereunder);


 


(3)         the
Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


(4)         the
date or dates on which the principal of any Securities of the series is payable;


 


(5)         the
rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest
shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest
payable on any Interest Payment Date;


 


(6)         the
place or places where the principal of and any premium and interest on any Securities of the series shall be payable and the manner
in which any payment may be made;


 


(7)         other
than with respect to any redemption of any Securities of the series pursuant to Section 1108, the period or periods within which,
the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or
in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company
to redeem the Securities shall be evidenced;


 


(8)         the
obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the
terms and conditions


 




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upon which any Securities of the series shall
be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(9)         the
denominations in which any Securities of the series shall be issuable; provided that no Security shall be issued in a principal
amount of less than EUR 100,000 (or the equivalent thereof as of the date of issuance in the relevant currency in which such Security
is denominated, or is payable pursuant to Sections 301(11) and (12));


 


(10)        if
the amount of principal of or any premium or interest on any Securities of the series may be determined pursuant to a formula,
the manner in which such amounts shall be determined;


 


(11)        if
other than the currency of the United States of America, the currency, currencies, composite currency, composite currencies or
currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner
of determining the equivalent thereof in the currency of the United States of America for any purpose, including for the purposes
of making payment in the currency of the United States of America and applying the definition of “Outstanding” in Section
101;


 


(12)        if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or
the Holder thereof, in one or more currencies, composite currencies or currency units other than that or those in which such Securities
are stated to be payable, the currency, currencies, composite currency, composite currencies or currency units in which the principal
of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and
the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall
be determined);


 


(13)        if
other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;


 


(14)        if
the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such
date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity
other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any
such case, the manner in which such amount deemed to be the principal amount shall be determined);


 


(15)        if
applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 1302 or
Section 1303 or both such Sections, any provisions to permit a pledge of obligations other than U.S. Government Obligations (or
the establishment of other arrangements) to satisfy the requirements of Section 1304(1) for defeasance of such Securities and,
if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;


 




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(16)        if
applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne
by any such Global Security in addition to or in lieu of that set forth in Section 204, any addition to, elimination of or other
change in the circumstances set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may
be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be
registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof and any other
provisions governing exchanges or transfers of any such Global Security;


 


(17)        any
addition to, elimination of or other 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 502;


 


(18)        any
addition to, elimination of or other change in the covenants set forth in Article Ten which applies to Securities of the series;


 


(19)        any
provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be converted
into securities or other property other than Securities of the same series and of like tenor, whether in addition to, or in lieu
of, any payment of principal or other amount and whether at the option of the Company or otherwise: and


 


(20)        any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5)).


 


All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred
to above or in any such indenture supplemental hereto.


 


If any of the terms of the series are established
by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate
setting forth the terms of the series.


 


SECTION
302.        Denominations.


 


The Securities of each series shall be issuable
only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301; provided
that Securities of each series shall be issuable only in minimum denominations of EUR 100,000 and integral multiples of EUR 1,000
in excess thereof (or the equivalent thereof as of the date of issuance in the relevant currency in which such Securities are denominated,
or are payable pursuant to Sections 301(11) and (12)).



 




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SECTION
303.        Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of
the Company by any executive director of the Company, a Chief Executive Officer, or a Chief Financial Officer of the Company (or
any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the
Trustee from time to time). The signature of any of these authorized signatories on the Securities may be manual or facsimile.


 


Securities bearing the manual or facsimile signatures
of individuals who were at any time the proper authorized signatories of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold their offices prior to the authentication and delivery of such Securities or
did not hold their offices at the date of such Securities.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have
been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating:


 


(1)         
if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form
has been established in conformity with the provisions of this Indenture;


 


(2)         
if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such
terms have been established in conformity with the provisions of this Indenture; and


 


(3)         
that such Securities, when authenticated
and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors’ rights and to general equity principles.


 


If such form or terms have been so established,
the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which
is not reasonably acceptable to the Trustee.


 


Notwithstanding some provisions of Section 301
and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary
to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or


 




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prior to the authentication of each Security of
such series if such documents arc delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued.


 


Each Security shall be dated the date of its
authentication.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this
Indenture such Security shall he deemed never to have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.


 


SECTION
304.        Temporary Securities.


 


Pending the preparation of definitive Securities
of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the authorized signatories of the Company executing such Securities may determine, as evidenced by their
execution of such Securities.


 


If temporary Securities of any series are issued,
the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of
such series and tenor.


 


SECTION
305.        Registration, Registration of Transfer and Exchange.


 


The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company
in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities
and transfers of Securities as herein provided.


 




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Upon surrender for registration of transfer
of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount; provided that notwithstanding
anything above to the contrary, no transfer of Securities will be permitted if such transfer would result in a transferee of Securities
holding a Security in a principal amount of less than EUR 100,000 (or the equivalent thereof at the time of transfer in the relevant
currency in which such Security is denominated, or is payable pursuant to Sections 301(11) and (12)).


 


At the option of the Holder, Securities of any
series may be exchanged for other Securities of the same series, of any authorized denominations (subject to the limitation contained
in the proviso to Section 302) and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.


 


All Securities issued upon any registration
of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.


 


Every Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant
to Section 304, 906 or 1107 not involving any transfer.


 


If the Securities of any series (or of any series
and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange
any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under
Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.


 


The provisions of Clauses (1), (2), (3), (4)
and (5) below shall apply only to Global Securities:


 


(1)         
Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered


 




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to such Depositary or a nominee thereof or custodian
therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.


 


(2)         
Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as
contemplated by Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer
of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (A) such Depositary has notified the Company that it (i) is unwilling or unable to continue
as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there
shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) the Company has executed
and delivered to the Trustee a Company Order stating that such Global Security shall be exchanged in whole for Securities that
are not Global Securities (in which case such exchange shall promptly be effected by the Trustee). If the Company receives a notice
of the kind specified in Clause (A) above or has delivered a Company Order of the kind specified in Clause (C) above, it may, in
its sole discretion, designate a successor Depositary for such Global Security within 60 days after receiving such notice or delivery
of such order, as the case may be. If the Company designates a successor Depositary as aforesaid, such Global Security shall promptly
be exchanged in whole for one or more other Global Securities registered in the name of the successor Depositary, whereupon such
designated successor shall be the Depositary for such successor Global Security or Global Securities and the provisions of Clauses
(1), (2), (3), (4) and (5) of this Section shall continue to apply thereto.


 


(3)         Subject
to Clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 301, any exchange
of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security
or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.


 


(4)         Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered
in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary
for such Global Security or a nominee thereof.


 


(5)         No
book-entry interest, or other beneficial interest, in a Global Security may be acquired by any person, whether by original issuance,
transfer or otherwise, in a principal amount of less than EUR 100,000 (or the equivalent thereof at the time of acquisition in
the relevant currency in which such Global Security is denominated, or is payable pursuant to Sections 301(11) and (12)).


 


SECTION
306.        Mutilated, Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is surrendered to
the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the
same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 




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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 bona fide purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, 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.


 


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
307.        Payment of Interest; Interest Rights Preserved.


 


Except as otherwise provided as contemplated
by Section 301 with respect to any Securities of a series, interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest (or, if no business is conducted
by the Trustee at its Corporate Trust Office on such date, at 5:00 p.m. New York City time on such date).


 


Any interest on any Security of any series which
is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:


 


(1)         The
Company may elect to make payment of any Defaulted Interest payable on any Securities of a series to the Persons in whose names
such Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each of such Securities and the date of the proposed payment, and at
the same time the Company


 




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shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder
of such Securities in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).


 


(2)         The
Company may make payment of any Defaulted Interest on any Securities of a series in any other lawful manner not inconsistent with
the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner
of payment shall be deemed practicable by the Trustee.


 


Except as may otherwise be provided in this
Section 307 or as contemplated in Section 301 with respect to any Securities of a series, the Person to whom interest shall be
payable on any Security that first becomes payable on a day that is not an Interest Payment Date shall be the Holder of such Security
on the day such interest is paid.


 


Subject to the foregoing provisions of this
Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


In the case of any Security which is converted
after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security whose Maturity
is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such
Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for)
shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business
on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security
which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable. Notwithstanding
the foregoing, the terms of any Security that may be converted may provide that the provisions of this paragraph do not apply,
or apply with such additions, changes or omissions as may be provided thereby, to such Security.


 




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SECTION
308.        Persons Deemed Owners.


 


Prior to due presentment of a Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to
Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


SECTION
309.        Cancellation.


 


All Securities surrendered for payment, redemption,
registration of transfer or exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall
be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled
as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall
be disposed of as directed by a Company Order; provided, however, that the Trustee shall not be required to destroy such canceled
Securities.


 


SECTION
310.        Computation of Interest.


 


Except as otherwise specified as contemplated
by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.


 


SECTION
311.        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 redemption and that reliance may be placed only on the other identification
numbers printed on the Securities. 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 the CUSIP numbers.


 




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ARTICLE
Four



Satisfaction and Discharge


 


SECTION
401.        Satisfaction and Discharge of Indenture.


 


This Indenture shall upon Company Request cease
to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security
expressly provided for herein or in the terms of such Security), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture, when:


 


(1)          either:


 


(A)          all
Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for cancellation; or


 


(B)          all
such Securities not theretofore delivered to the Trustee for cancellation:


 


(i)          have
become due and payable; or


 


(ii)         will
become due and payable at their Stated Maturity within one year; or


 


(iii)        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, in the case of (i), (ii) or (iii)
above, has deposited or caused to be deposited with the Trustee as trust funds, in trust for the purpose, money in an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 


(3)         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 607 and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive such satisfaction and discharge.


 




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SECTION
402.        Application of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 1003, all money deposited with the Trustee pursuant to Section 401 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 (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and
any premium and interest for whose payment such money has been deposited with the Trustee. All moneys deposited with the Trustee
pursuant to Section 401 (and held by it or any Paying Agent) for the payment of Securities subsequently converted shall be returned
to the Company upon Company Request.


 


ARTICLE
Five



Remedies


 


SECTION
501.        Events of Default.


 


“Event of Default”, wherever
used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(1)         default
in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default
for a period of 30 days; or


 


(2)         default
in the payment of the principal of or any premium on any Security of that series at its Maturity; or


 


(3)         default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or


 


(4)         default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default
or breach for a period of 60 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 at least 25% 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


 


(5)         the
entry by a court having jurisdiction in the premises of a judgment for the bankruptcy (faillissement) or suspension of payment
(surséance van betaling) of the Company, and the continuance of any such judgment unstayed and in effect for a period
of 60 consecutive days; or


 


(6)         the
commencement by the Company of a voluntary case or proceeding, under any applicable Dutch bankruptcy, insolvency, reorganization
or other similar law, or of any other case or proceeding, to be declared bankrupt (failliet verklaard) or to be granted
a suspension of


 




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payments (surséance van betaling),
or the consent by the Company to a judgment for relief as aforesaid in respect of the Company in an involuntary case or proceeding
under any applicable Dutch bankruptcy, insolvency, reorganization or other similar law or to the commencement of any case or proceeding
against it seeking relief against it as aforesaid, or the filing by the Company of a petition or answer or consent seeking relief
as aforesaid under any applicable Dutch law, or the consent by the Company to the filing of such petition or to the appointment
of or taking possession by a custodian (bewindvoerder) or other similar official of the Company or of any substantial part
of its property, or the taking of corporate action by the Company in furtherance of any such action; or


 


(7)         any
other Event of Default provided with respect to Securities of that series.


 


SECTION
502.        Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default (other than an Event
of Default specified in Section 501(5) or 501(6)) with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that series (or, in the case of any Security of that series
which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified
by the terms thereof) 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) shall become immediately due and payable. If
an Event of Default specified in Section 501(5) or 501(6) with respect to Securities of any series at the time Outstanding occurs,
the principal amount of all the Securities of that series (or, in the case of any Security of that series which specifies an amount
to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof)
shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due
and payable.


 


At any time after such a declaration of acceleration
with respect to Securities of 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:


 


(1)          the
Company has paid or deposited with the Trustee a sum sufficient to pay:


 


(A)         all
overdue interest on all Securities of that series;


 


(B)         the
principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of
acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities;


 


(C)         to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in
such Securities; and


 




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(D)         all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and


 


(2)         all
Events of Default with respect to Securities of that series, other than the nonpayment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.


 


No such rescission shall affect any subsequent
default or impair any right consequent thereon.


 


SECTION
503.        Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that if:


 


(1)         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


 


(2)         default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,


 


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 any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on 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 an Event of Default with respect to 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
504.        Trustee May File Proofs of Claim.


 


In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered,
by intervention in such proceeding or otherwise, to the fullest extent permitted by applicable law, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding.
In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same; and any custodian (curator), receiver, assignee, trustee, liquidator, sequestrator
(bewindvoerder) 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


 




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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
607.


 


No provision of this Indenture 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; provided, however, that the Trustee may, on behalf of the Holders, vote for
the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


 


SECTION
505.        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, to the fullest
extent permitted by applicable law, 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.


 


SECTION
506.        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 any premium 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 607; and


 


Second: To the payment of the amounts then due
and unpaid for principal of and any premium 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 any premium and interest, respectively.


 


SECTION
507.        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:


 


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


 




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(2)         the
Holders of not less than 25% 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;


 


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


 


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


 


(5)         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 of such Holders.


 


SECTION
508.        Unconditional Right of Holders to Receive Principal, Premium and
Interest and to Convert.


 


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 any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date), and, if the terms of such Security so provide, to convert such
Security in accordance with its terms, and to institute suit for the enforcement of any such payment and, if applicable, any such
right to convert, and such rights shall not be impaired without the consent of such Holder.


 


SECTION
509.        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, to the fullest extent permitted by applicable law, 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
510.        Rights and Remedies Cumulative.


 


Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, 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


 




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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 prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION
511.        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 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
512.        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:


 


(1)         such
direction shall not be in conflict with any rule of law or with this Indenture; and


 


(2)         the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


SECTION
513.        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:


 


(1)         in
the payment of the principal of or any premium or interest on any Security of such series; or


 


(2)         in
respect of a covenant or provision hereof which under Article Nine 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
514.        Undertaking for Costs.


 


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,
a court may require


 




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any party litigant in such suit to file an undertaking
to pay the costs of such suit, and may assess costs, including reasonable attorneys’ fees and expenses, against any such
party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company or the Trustee or, if applicable, in any suit for the enforcement of the right to convert any Security
in accordance with its terms.


 


SECTION
515.        Waiver of Usury, Stay or Extension Laws.


 


The Company covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not 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 had been enacted.


 


ARTICLE
Six



The Trustee


 


SECTION
601.        Certain Duties and Responsibilities.


 


The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers. Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions
of this Section.


 


SECTION
602.        Notice of Defaults.


 


If a default occurs hereunder with respect to
Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the
extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Securities of such series.


 


SECTION
603.        Certain Rights of Trustee.


 


Subject to the provisions of Section 601:


 


(1)         the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report,


 




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notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed
by it to be genuine and to have been signed or presented by the proper party or parties;


 


(2)         any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and
any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


(3)         whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, rely upon an Officers’ Certificate;


 


(4)         the
Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and
in reliance thereon;


 


(5)         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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably
satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction;


 


(6)         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, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney;


 


(7)         the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;


 


(8)         the
Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 


(9)         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 and this Indenture; and


 




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(10)        the
rights, privileges, protections, immunities and benefits given to the Trustee, including its tights to be indemnified, are extended
to, and shall be enforceable by, the Trustee in each of its capacities hereunder.


 


SECTION
604.        Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee does
not assume any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof.


 


SECTION
605.        May Hold Securities.


 


The Trustee, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent.


 


SECTION
606.        Money Held in Trust.


 


Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed in writing with the Company.


 


SECTION
607.        Compensation and Reimbursement.


 


The Company agrees:


 


(1)         to
pay to the Trustee from time to time such compensation as shall be agreed from time to time in writing between the parties for
all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);


 


(2)         except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined
by a court of competent jurisdiction to have been caused by its own negligence or bad faith; and


 


(3)         to
fully indemnify each of the Trustee or any predecessor Trustee for, and to hold it harmless against, any and all losses, liabilities,
damages, claims or expenses including taxes (other than taxes imposed on the income of the Trustee) incurred without negligence
or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Holder or any other
Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.


 




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When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration
under any applicable Federal or State bankruptcy, insolvency or other similar law.


 


The provisions of this Section shall survive
the termination of this Indenture.


 


SECTION
608.        Conflicting Interests.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted
by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series.


 


SECTION
609.        Corporate Trustee Required; Eligibility


 


There shall at all times be one (and only one)
Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other
series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital
and surplus of at least $50,000,000 and has its Corporate Trust Office in the Borough of Manhattan in The City of New York. If
any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or
examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified
in this Article.


 


SECTION
610.        Resignation and Removal; Appointment of Successor.


 


No resignation or removal of the Trustee and
no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 611.


 


The Trustee may resign at any time with respect
to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee within 60 days after the giving of such notice of
resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 


The Trustee may be removed at any time with
respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor


 




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Trustee required by Section 611 shall not have
been delivered to the Trustee within 30 days after the giving of a notice of removal pursuant to this paragraph, the Trustee being
removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


If at any time:


 


(1)         the
Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months; or


 


(2)         the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or
by any such Holder; or


 


(3)         the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation;


 


then, in any such case, (A) the Company by a
Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been
a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.


 


If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one
or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment
in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such
series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required
by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect


 




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to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate Trust Office.


 


SECTION
611.        Acceptance of Appointment by Successor.


 


In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder.


 


In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor
Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to
or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein
and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates.


 


Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


 




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No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.


 


SECTION
612.        Merger, Conversion, Consolidation or Succession to Business.


 


Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of
the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such Securities.


 


SECTION
613.        Preferential Collection of Claims Against Company.


 


If and when the Trustee shall be or become a
creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any such other obligor).


 


SECTION
614.        Appointment of Authenticating Agent.


 


The Trustee may appoint an Authenticating Agent
or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue and upon exchange, registration of transfer, conversion or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital
and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 




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Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall
be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.


 


An Authenticating Agent may resign at any time
by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect
to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 607.


 


If an appointment with respect to one or more
series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternative certificate of authentication in the following form:


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


	 	[                         ],
	 	As Trustee 
	 	 
	 	By:	,
	 	As Authenticating Agent
	 	 
	 	By:	 
	 	Authorized Officer


 




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ARTICLE
Seven



Holders’ Lists and Reports by Trustee and Company


 


SECTION
701.        Company to Furnish Trustee Names and Addresses of Holders.


 


The Company will furnish or cause to be furnished
to the Trustee:


 


(1)         semi-annually,
not later than May 15 and November 15 in each year, a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of each series as of the immediately preceding May 1 or November 1, as the case may be;
and


 


(2)         at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the time such list is furnished,


 


excluding from any such list names and addresses
received by the Trustee in its capacity as Security Registrar.


 


SECTION
702.        Preservation of Information; Communications to Holders.


 


The Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.


 


The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges
of the Trustee, shall be as provided by the Trust Indenture Act.


 


Every Holder of Securities, by receiving and
holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them
shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the
Trust Indenture Act.


 


SECTION
703.        Reports by Trustee.


 


The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.


 


Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than July 1 and shall be dated as of May 1 in each calendar
year, commencing in 20__.


 




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A copy of each such report shall, at the time
of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the
Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange and of
any delisting thereof.


 


SECTION
704.        Reports by Company.


 


The Company shall file with the Trustee and
the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 15 days after the same is so required to be filed with the Commission. Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).


 


ARTICLE
Eight



Consolidation, Merger, Conveyance Transfer or Lease


 


SECTION
801.        Company May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not consolidate with or merge
into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the
Company shall not permit any Person to consolidate with or merge into the Company, unless:


 


(1)         in
case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation,
partnership or trust, shall be organized and validly existing under the laws of any domestic or foreign jurisdiction and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee,
the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance
of every covenant of this Indenture on the part of the Company to be performed or observed and, for each Security that by its terms
provides for conversion, shall have provided for the right to convert such Security in accordance with its terms;


 


(2)         immediately
after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary
as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event
of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and
be continuing; and


 




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(3)         the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been
complied with.


 


SECTION
802.        Successor Substituted.


 


Upon any consolidation of the Company with,
or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease 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 had been named as the
Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.


 


ARTICLE
Nine



Supplemental Indentures


 


SECTION
901.        Supplemental Indentures Without Consent of Holders.


 


Without the consent of any Holders, the Company,
when authorized by a Board Resolution, and the Trustee, at any time, and from time to time may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


(1)         to
evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or


 


(2)         to
add to the 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 solely for
the benefit of such series) or to surrender any right or power herein conferred upon the Company; or


 


(3)         to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default
are expressly being included solely for the benefit of such series); or


 


(4)         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; or


 


(5)         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


 




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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; or


 


(6)         to
establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or


 


(7)         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, pursuant to the requirements of Section 611; or


 


(8)         to
add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted into
securities or other property other than Securities of the same series and of like tenor, in order to permit or facilitate the issuance,
payment or conversion of such Securities; or


 


(9)         to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action
pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material
respect.


 


SECTION
902.        Supplemental Indentures With Consent of Holders.


 


With the consent of the Holders of a majority
in principal amount of the Outstanding Securities of all series affected by such supplemental indenture (considered together as
one class for this purpose), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby:


 


(1)         change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of a Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section
502, or permit the Company to redeem any Security if, absent such supplemental indenture, the Company would not be permitted to
do so, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon
is payable, or impair the right to institute suit for the enforcement of any such payment


 




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on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date); or


 


(2)         if
any Security provides that the Holder may require the Company to repurchase or convert such Security, impair such Holder’s
right to require repurchase or conversion of such Security on the terms provided therein; or


 


(3)         reduce
the percentage in principal amount of the Outstanding Securities of any one or more series (considered separately or together as
one class, as applicable), the consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture; or


 


(4)         modify
any of the provisions of this Section, Section 513 or Section 1005, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this Clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this Section and Section 1005, or the deletion
of this proviso, in accordance with the requirements of Sections 611 and 901(8).


 


A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular
series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.


 


It shall not be necessary for any Act of Holders
under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.


 


SECTION
903.        Execution of Supplemental Indentures.


 


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, and (subject to Section 601) 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 may,
but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.


 


SECTION
904.        Effect of Supplemental Indentures.


 


Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part
of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 




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SECTION
905.        Conformity with Trust Indenture Act.


 


Every supplemental indenture executed pursuant
to this Article shall conform to the requirements of the Trust Indenture Act.


 


SECTION
906.        Reference in Securities to Supplemental Indentures.


 


Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation
in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.


 


ARTICLE
Ten



Covenants


 


SECTION
1001.      Payment of Principal, Premium and Interest.


 


The Company covenants and agrees for the benefit
of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities
of that series in accordance with the terms of the Securities and this Indenture.


 


SECTION
1002.      Maintenance of Office or Agency.


 


The Company will maintain in each Place of Payment
for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange, where Securities may be surrendered for
conversion and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, 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 other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all
such purposes 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 obligation to maintain an office or agency in each Place of Payment 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 location of any such other office or agency.


 




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With respect to any Global Security, and except
as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate Trust Office of the Trustee
shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration of transfer
or exchange, or where successor Securities may be delivered in exchange therefor; provided, however, that any such payment, presentation,
surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed
to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture.


 


SECTION
1003.      Money for Securities Payments to Be Held in Trust.


 


If the Company shall at any time act as its
own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium
or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto
a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.


 


Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium or interest on any
Securities of that series, deposit (or, if the Company has deposited any trust funds with a trustee pursuant to Section 1304(1),
cause such trustee to deposit) with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the
Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.


 


The Company will cause each Paying Agent for
any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions
of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series,
upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.


 


The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security
of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall
be paid to the Company on Company Request, or (if then held by


 




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the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may, at the expense of the Company, cause to be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance
of such money then remaining will be repaid to the Company.


 


SECTION
1004.      Statement by Officers as to Default.


 


The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating
whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any
of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they
may have knowledge.


 


The Company shall deliver to the Trustee, as
soon as possible and in any event within five days after the Company becomes aware of the occurrence of any Event of Default or
an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate
setting forth the details of such Event of Default or default and the action which the Company proposes to take with respect thereto.


 


SECTION
1005.      Waiver of Certain Covenants.


 


Except as otherwise specified as contemplated
by Section 301 for Securities of a specific series, the Company may, with respect to the Securities of any one or more series,
omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to
Section 301(18), 901(2) or 901(6) for the benefit of the Holders of such series or in Article Eight if, before the time for such
compliance, the Holders of a majority in principal amount of the Outstanding Securities of all series affected by such waiver (considered
together as one class for this purpose) shall, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


SECTION
1006.      Payment of Additional Amounts.


 


All amounts of principal of, and any premium
and interest on, any Securities will be paid by the Company or any successor thereof without deduction or withholding for any tax,
assessment or other governmental charge (a “Tax”), imposed by the government of The


 




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Netherlands, or the government of a jurisdiction in which a successor
to Mobileye N.V. is organized, unless such deduction or withholding is required by applicable law. If deduction or withholding
of any Tax is required by The Netherlands, or by a jurisdiction in which a successor to the Company is organized, the Company or
such successor, as the case may be, if specified as contemplated by Section 301 for Securities of a specific series, will pay as
additional interest any additional amounts (“Additional Amounts”) necessary to make the net amount paid to the
affected Holders equal the amount the Holders would have received in the absence of the deduction or withholding. However, Additional
Amounts will not be paid for:


 


(i)          the
amount of any Tax imposed by any taxing authority of or in the United States;


 


(ii)         the
amount of any Tax imposed by any taxing authority of or in Israel;


 


(iii)        the
amount of any Tax which is only payable because:


 


(1)         a
connection exists between the Holder and The Netherlands (or such jurisdiction in which a successor to Mobileye N.V. is organized
or resident for tax purposes); or


 


(2)         the
Holder presented the Security for payment (where presentation is required) more than 15 days after the date on which the relevant
payment became due or was provided for, whichever is later; 


 


(iv)        the
amount of any estate, inheritance, gift, sales, transfer or personal property tax or any similar Tax;


 


(v)         the
amount of any Tax which is payable other than by withholding from a payment in respect of the Securities;


 


(vi)        the
amount of any Tax that a Holder or beneficial owner would have been able to avoid (but has not so avoided) by presenting and surrendering
the relevant Security to another paying agent in a Member State of the European Union;


 


(vii)       the
amount of any Tax imposed on a payment to an individual that is required to be made pursuant to the Directive of the European Council
of Economics and Finance Ministers, adopted on June 3, 2003 (2003/48/EC), or any law implementing or complying with, or introduced
in order to conform to, that Directive; or


 


(viii)      any
combination of items (i) through (vii) described above.


 


In addition, the Company will not pay Additional
Amounts to a Holder that is a fiduciary or partnership or an entity that is not the sole beneficial owner of the payment where
the law requires the payment to be included in the income of a beneficiary or settlor for tax purposes with respect to such fiduciary
or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the
Holder.


 




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For purposes of this Indenture, any references
to principal of and/or interest on Securities shall be deemed to include a reference to any relevant premium and/or Additional
Amounts payable in respect of such Securities.


 


Any additional circumstances under which Additional
Amounts will not be paid with respect to Securities will be specified as contemplated by Section 301 for Securities of a specific
series.


 


ARTICLE
Eleven



Redemption of Securities


 


SECTION
1101.      Applicability of Article.


 


Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for such Securities) in accordance with this Article.


 


SECTION
1102.      Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem any Securities
shall be established in or pursuant to a Board Resolution or in another manner specified as contemplated by Section 301 for such
Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any
such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal
amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case
of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance
with such restriction.


 


SECTION
1103.      Selection by Trustee of Securities to Be Redeemed.


 


If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee shall deem appropriate and which may provide for the selection for redemption of a portion of the principal amount
of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities
of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.


 




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If any Security selected for partial redemption
is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been
converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection.


 


The Trustee shall promptly notify the Company
and each Security Registrar in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected
for partial redemption as aforesaid, the principal amount thereof to be redeemed.


 


The provisions of the two preceding paragraphs
shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole
or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be
in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.


 


For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.


 


SECTION
1104.      Notice of Redemption.


 


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior to the Redemption Date, to each Holder of Securities
to be redeemed, at his address appearing in the Security Register.


 


All notices of redemption shall identify the
Securities to be redeemed (including CUSIP numbers, if any) and shall state:


 


(1)         the
Redemption Date;


 


(2)         the
Redemption Price;


 


(3)         if
less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed
and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal
amount of the particular Security to be redeemed;


 


(4)         that
on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date;


 


(5)         the
place or places where each such Security is to be surrendered for payment of the Redemption Price;


 




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(6)         for
any Securities that by their terms may be converted, the terms of conversion, the date on which the right to convert the Security
to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion; and


 


(7)         that
the redemption is for a sinking fund, if such is the case.


 


Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and
at the expense of the Company and shall be irrevocable.


 


SECTION
1105.      Deposit of Redemption Price.


 


Prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust
as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall
be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date, other than any Securities
called for redemption on that date which have been converted prior to the date of such deposit.


 


If any Security called for redemption is converted,
any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security
shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last
paragraph of Section 307 or in the terms of such Security) be paid to the Company upon Company Request or, if then held by the
Company, shall be discharged from such trust.


 


SECTION
1106.      Securities Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified,
and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.


 


If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption
Date at the rate prescribed therefor in the Security.


 


SECTION
1107.      Securities Redeemed in Part.


 


Any Security which is to be redeemed only in
part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a


 




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written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security
or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.


 


SECTION
1108.      Optional Redemption for Tax Reasons.


 


Unless otherwise specified for a particular
series of Securities, the Company may, on giving not more than 60 nor less than 10 days’ notice to the Trustee (which notice
shall be irrevocable), redeem the Securities of any Series then outstanding at a redemption price equal to the principal amount
of the Securities (or if the Securities are original issue discount securities, such amount as determined pursuant to the formula
set forth in the applicable indenture supplement) plus any related Additional Amounts (as defined in Section 1006 herein), in each
case with respect to the Securities being redeemed, in the event that: (a) the Company determines that, as a result of any change
in or amendment to the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction (as defined in Section
1006) affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations
or rulings, the Company has or will become obligated to pay Additional Amounts with respect to the Securities of such Series; or
(b) a person located outside of a Relevant Jurisdiction into which the Company is merged or to which it has conveyed, transferred
or leased its property is required to pay Additional Amounts. Nothing in subsection (b) of this Section 1108 requires the Company
to use reasonable measures to avoid the obligation to pay Additional Amounts in the event of such merger, conveyance, transfer
or lease. The Trustee will notify the Holders at least 20 days prior to the date fixed for any such redemption. Prior to the giving
of any notice of redemption for tax reasons as described in this paragraph, the Company shall deliver to the Trustee (i) an Officers’
Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that
the conditions precedent to the right of the Company to so redeem have occurred and (ii) an Opinion of Counsel to such effect based
on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest
date on which the Company would be obligated to pay such Additional Amounts if a payment in respect of the Securities were then
due.


 


ARTICLE
Twelve



Sinking Funds


 


SECTION
1201.      Applicability of Article.


 


The provisions of this Article shall be applicable
to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301
for such Securities.


 


The minimum amount of any sinking fund payment
provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”, and any payment
in excess of such minimum amount provided for by the terms of such Securities is herein referred


 




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to as an “optional sinking fund payment”.
If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such
Securities.


 


SECTION
1202.      Satisfaction of Sinking Fund Payments with Securities.


 


The Company (1) may deliver Outstanding Securities
of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been
converted in accordance with their terms or which have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities,
in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required
to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided
that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed (or at such
other prices as may be specified for such Securities as contemplated in Section 301), for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.


 


SECTION
1203.      Redemption of Securities for Sinking Fund.


 


Not less than 90 days (or such shorter period
as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to
the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant
to the terms of such Securities, 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 Securities pursuant to Section 1202 and will also deliver to the Trustee
any Securities to be so delivered. Not less than 60 days prior to 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 1103 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 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106
and 1107.


 


ARTICLE
Thirteen



Defeasance and Covenant Defeasance


 


SECTION
1301.      Company’s Option to Effect Defeasance or Covenant Defeasance.


 


The Company may elect, at its option at any
time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities, as the case may be, designated
pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the


 




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conditions set forth below in this Article. Any
such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.


 


SECTION
1302.      Defeasance and Discharge.


 


Upon the Company’s exercise of its option
(if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed
to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date
the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose,
such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject
to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities
to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect
of the principal of and any premium and interest on such Securities when payments are due, (2) the Company’s obligations
with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if
any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303
applied to such Securities.


 


SECTION
1303.      Covenant Defeasance.


 


Upon the Company’s exercise of its option
(if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Company shall
be released from any covenants provided pursuant to Section 301(18), 901(2) or 901(6) for the benefit of the Holders of such Securities
and (2) the occurrence of any event specified in Sections 501(4) (with respect to any such covenants provided pursuant to Section
301(18), 901(2) or 901(6)) and 501(7) shall be deemed not to be or result in an Event of Default, in each case with respect to
such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter
called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of
any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein
or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 


SECTION
1304.      Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to the
application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may be:


 


(1)         The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and


 




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agrees to comply with the provisions of this Article
applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations
which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or (C) such other obligations or arrangements as may
be specified as contemplated by Section 301 with respect to such Securities, or (D) a combination thereof, in each case 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, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and
discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security
which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United
States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof,
and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect
to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of
such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation
which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 


(2)         In
the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal
income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of
such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge
to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.


 


(3)         In
the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit and Covenant Defeasance were not to occur.


 




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(4)         The
Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 


(5)         No
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified
in Sections 501(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day).


 


(6)         Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such Act).


 


(7)         Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company is a party or by which it is bound.


 


(8)         Such
Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act unless such trust shall be registered under the investment Company Act or exempt from
registration thereunder.


 


(9)         The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


SECTION
1305.      Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions.


 


Subject to the provisions of the last paragraph
of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other
qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through
any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in
trust need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section
1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.


 


Anything in this Article to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government


 




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Obligations held by it as provided in Section
1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to
be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.


 


SECTION
1306.      Reinstatement.


 


If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture
and such Securities from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee
or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance
with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders
of such Securities to receive such payment from the money so held in trust.


 


This instrument may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


 


[The remainder of this
page is intentionally left blank]


 




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


 


	 	 	MOBILEYE N.V.
	 	 	 
	 	 	By:  	 
	 	 	 	Name:  
	 	 	 	Title:
	Attest:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	[                              ]
	 	 	By:  	 
	 	 	 	Name:  
	 	 	 	Title: