Exhibit 4.1


 


Form of Indenture


 


REWALK ROBOTICS LTD.


 


and


 





 






 


INDENTURE


 


Dated as of ________, _____


 




    	 	 



     


    

 


TABLE OF CONTENTS


 


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


 




    	 	 



     


    

 


	Section 4.04 Stay, Extension and Usury Laws	12
	 	 
	ARTICLE V            SUCCESSORS	13
	 	 
	Section 5.01 When Company May Merge, Etc.	13
	Section 5.02 Successor Corporation Substituted	13
	 	 
	ARTICLE VI            DEFAULTS
    AND REMEDIES	 
	 	 
	Section 6.01 Events of Default	13
	Section 6.02 Acceleration of Maturity; Rescission and Annulment	14
	Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee	14
	Section 6.04 Trustee May File Proofs of Claim	15
	Section 6.05 Trustee May Enforce Claims Without Possession of Securities	15
	Section 6.06 Application of Money Collected	16
	Section 6.07 Limitation on Suits	16
	Section 6.08 Unconditional Right of Holders to Receive Principal and Interest	16
	Section 6.09 Restoration of Rights and Remedies	17
	Section 6.10 Rights and Remedies Cumulative	17
	Section 6.11 Delay or Omission Not Waiver	17
	Section 6.12 Control by Holders	17
	Section 6.13 Waiver of Past Defaults	17
	Section 6.14 Undertaking for Costs	17
	 	 
	ARTICLE VII            TRUSTEE	18
	 	 
	Section 7.01 Duties of Trustee	18
	Section 7.02 Rights of Trustee	19
	Section 7.03 Individual Rights of Trustee	19
	Section 7.04 Trustee’s Disclaimer	19
	Section 7.05 Notice of Defaults	20
	Section 7.06 Reports by Trustee to Holders	20
	Section 7.07 Compensation and Indemnity	20
	Section 7.08 Replacement of Trustee	20
	Section 7.09 Successor Trustee by Merger, etc.	21
	Section 7.10 Eligibility; Disqualification	21
	Section 7.11 Preferential Collection of Claims Against Company	21


 




    	 	 



     


    

 


	ARTICLE VIII            SATISFACTION
    AND DISCHARGE; DEFEASANCE	21
	 	 
	Section 8.01 Satisfaction and Discharge of Indenture	21
	Section 8.02 Application of Trust Funds; Indemnification	22
	Section 8.03 Legal Defeasance of Securities of any Series	22
	Section 8.04 Covenant Defeasance	23
	Section 8.05 Repayment to Company	24
	Section 8.06 Reinstatement	24
	 	 
	ARTICLE IX            AMENDMENTS
    AND WAIVERS	25
	 	 
	Section 9.01 Without Consent of Holders	25
	Section 9.02 With Consent of Holders	25
	Section 9.03 Limitations	26
	Section 9.04 Compliance with Trust Indenture Act	26
	Section 9.05 Revocation and Effect of Consents	26
	Section 9.06 Notation on or Exchange of Securities	26
	Section 9.07 Trustee Protected	27
	 	 
	ARTICLE X            MISCELLANEOUS	27
	 	 
	Section 10.01 Trust Indenture Act Controls	27
	Section 10.02 Notices.	27
	Section 10.03 Communication by Holders with Other Holders	27
	Section 10.04 Certificate and Opinion as to Conditions Precedent	28
	Section 10.05 Statements Required in Certificate or Opinion	28
	Section 10.06 Rules by Trustee and Agents	28
	Section 10.07 Legal Holidays	28
	Section 10.08 No Recourse Against Others	28
	Section 10.09 Counterparts	28
	Section 10.10 Governing Laws	28
	Section 10.11 No Adverse Interpretation of Other Agreements	28
	Section 10.12 Successors	29
	Section 10.13 Severability	29
	Section 10.14 Table of Contents, Headings, Etc.	29
	Section 10.15 Securities in a Foreign Currency	29
	Section 10.16 Judgment Currency	29
	 	 
	ARTICLE XI            SINKING
    FUNDS	29
	 	 
	Section 11.01 Applicability of Article	303


 




    	 	 



     


    

 


	Section 11.02 Satisfaction of Sinking Fund Payments with Securities	30
	Section 11.03 Redemption of Securities for Sinking Fund	30


 




    	 	 



     


    

 


REWALK ROBOTICS LTD.


Reconciliation and
tie between Trust Indenture Act of 1939 and


Indenture, dated
as of_______, ____


 


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


 




    	 	 



     


    

 


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


 


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


 


ARTICLE I


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01  Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	1	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	2	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“SEC” means the Securities
and Exchange Commission.


 


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


 


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


 


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


 


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


 




    	 	3	 



     


    

 


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


 


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


 


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


  



Section 1.02  Other Definitions.


 


	term	 	defined in

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


 


Section 1.03  Incorporation
by Reference of Trust Indenture Act.


 


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


 


“Commission” means the
SEC.


 


“indenture securities”
means the Securities.


 


“indenture security holder”
means a Holder.


 


“indenture to be qualified”
means this Indenture.


 




    	 	4	 



     


    

 


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


 


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


 


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


 


Section 1.04  Rules of Construction.


 


Unless the context otherwise requires:


 


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


 


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


 


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


 


(d) “or” is not exclusive;


 


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


 


(f) provisions apply to successive events
and transactions.


 


ARTICLE II


THE SECURITIES


 


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


 


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


 


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


 


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


 




    	 	5	 



     


    

 


(c) any limit upon the aggregate principal
amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section
2.07, 2.08, 2.11, 3.06 or 9.06);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


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


 


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


 


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


 


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


 


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


 




    	 	6	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	7	 



     


    

 


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


 


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


 


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


 


Section 2.08  Mutilated, Destroyed,
Lost and Stolen Securities.


 


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


 




    	 	8	 



     


    

 


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


 


Section 2.09  Outstanding Securities.  The
Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions
hereof and those described in this Section as not outstanding.  If a Security is replaced pursuant to Section 2.08, it
ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a protected
purchaser.  If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company)
holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after
that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue.  A Security does
not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.  In determining whether
the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such
purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02.


 


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


 


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


 


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


 


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


 




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Section 2.14  Global Securities.


 


(a) Terms of Securities.  A Board
Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series
shall be issued in whole or in part in the form of one or more Global Securities and the Depository for such Global Security or
Securities.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


ARTICLE III


REDEMPTION


 


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


 


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


 


Section 3.03  Notice of Redemption.


 


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


 


(i) the redemption date;


 


(ii) the redemption price;


 


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


 


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


 


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


 




    	 	11	 



     


    

 


(vi) the CUSIP number, if any;
and


 


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


 


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


 


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


 


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


 


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


 


ARTICLE IV


COVENANTS


 


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


 


Section 4.02  SEC Reports.  The
Company shall, so long as any of the Securities are outstanding, electronically file with the Commission the annual, quarterly
and other periodic reports that the Company is required to file (or would be otherwise required to file) with the Commission pursuant
to Sections 13 and 15(d) of the Exchange Act.  The Company also shall comply with the other provisions of TIA Section
314(a).  Delivery of any reports, information and documents to the Trustee is for informational purposes only and the
Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee
is entitled to rely exclusively on an Officers’ Certificate).


 


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


 


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


 




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ARTICLE V


SUCCESSORS


 


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


 


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


 


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


 


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


 


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


  



ARTICLE VI


DEFAULTS AND REMEDIES


 


Section 6.01  Events of Default.


 


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


 


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


 


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


 


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


 




    	 	13	 



     


    

 


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


 


(i) commences a voluntary case
or proceeding;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	14	 



     


    

 


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


 


The Company covenants that if:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	15	 



     


    

 


Section 6.06  Application of
Money Collected.


 


Any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution
of such money on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:


 


First:  To the payment of all
amounts due the Trustee under Section 7.07; and


 


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


 


Third:  To the Company.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


Section 6.12  Control by Holders.  The
Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Securities of such Series, provided that:


 


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


 


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


 


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


 


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


 


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


 




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ARTICLE VII


TRUSTEE


 


Section 7.01  Duties of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


Section 7.02  Rights of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(h) The Trustee shall not be deemed to have
notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and
such notice references the Securities generally or the Securities of a particular Series and this Indenture.


 


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


 


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


 


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


 




    	 	19	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	20	 



     


    

 


(d) the Trustee becomes incapable of acting.


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE VIII


SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.01  Satisfaction
and Discharge of Indenture.


 


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


 


(a) any of the following shall have occurred:


 


(i) no Securities have been issued
hereunder;


 


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


 


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


 




    	 	21	 



     


    

 


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


 


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


 


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


 


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


 


Section 8.02  Application of
Trust Funds; Indemnification.


 


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


 


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


 


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


 


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


 


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


 




    	 	22	 



     


    

 


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


  


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


 


provided that, the following conditions
shall have been satisfied:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	23	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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ARTICLE IX


AMENDMENTS AND WAIVERS


 


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


 


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


 


(b) to add or remove covenants of the Company
for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than
all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender
any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Company;


 


(c) to add any additional Events of Default;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	25	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


ARTICLE X


MISCELLANEOUS


 


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


 


Section 10.02  Notices.


 


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


 


if to the Company:


 


ReWalk Robotics Ltd.


c/o ReWalk Robotics, Inc.


33 Locke Drive


Marlborough, MA 01752


Attention: Kevin Hershberger


Telephone: 508-251-1154


Facsimile: 508-251-2970


 


if to the Trustee:


 


[●]


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


Section 10.15  Securities in
a Foreign Currency.  Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities
of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities
of any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series
which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained
for such amount at the Market Exchange Rate at such time.  For purposes of this Section 10.15, “Market Exchange
Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal
Reserve Bank of New York.  If such Market Exchange Rate is not available for any reason with respect to such currency,
the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of
New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country
of issue of the currency in question or such other quotations as the Trustee, upon consultation with the Company, shall deem appropriate.  The
provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated
in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture.  All
decisions and determinations of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in
the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by
law, be conclusive for all purposes and irrevocably binding upon the Company and all Holders.


 


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


 




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ARTICLE XI


SINKING FUNDS


 


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


 


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


 


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


 




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


 


	REWALK ROBOTICS LTD.	 
	 	 	 
	By: 	          	 
	 	 
	Name:	 
	 	 
	Title:	 
	 	 
	 	 
	 	 
	as Trustee	 
	 	 	 
	By: 	 	 
	 	 
	Name:	 
	 	 
	Title: