Exhibit 4.1


 


Execution Version


 


 


 


SECOND Supplemental
Indenture


 


by
and among


 


PROTALIX
BIOTHERAPEUTICS, INC., as Issuer,


AND
EACH OF THE GUARANTORS PARTY HERETO,






and


 


The
Bank of New York Mellon Trust CoMPANY, N.A., as Trustee,


 


dated as of November 27, 2017


to the Indenture, dated as of December 7,
2016,


as supplemented by the First Supplemental
Indenture, dated as of July 24, 2017


relating to 7.50% Senior Secured Convertible Notes due
2021


 


  




     


     


    

 


SECOND Supplemental
Indenture


 


SECOND SUPPLEMENTAL INDENTURE, dated as
of November 27, 2017 (this “Second Supplemental Indenture”), by and among PROTALIX BIOTHERAPEUTICS, INC., a
Delaware corporation (the “Company”), as issuer, the Guarantors party hereto, and The Bank of New York Mellon
Trust Company, N.A., as Trustee, registrar, paying agent and conversion agent, under an Indenture, dated as of December 7, 2016,
by and among the Company, each of the guarantors party thereto, Wilmington Savings Fund Society, FSB, as collateral agent, and
the Trustee (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated July 24, 2017
(the “First Supplemental Indenture”). All capitalized terms used in this Second Supplemental Indenture and not
otherwise defined herein have the meanings given to the terms in the Base Indenture and the First Supplemental Indenture.


 


WHEREAS, on December 7, 2016, the Company
duly authorized the creation of an issue of $62,686,000 aggregate principal amount of the Company’s 7.50% Senior Secured
Convertible Notes due 2021 (the “Notes”) pursuant to the Base Indenture;


 


WHEREAS, on July 24, 2017, the Company entered
into a note purchase agreement relating to the issuance and sale by the Company of Additional Notes in the aggregate principal
amount of $10,000,000, and for that purpose, entered into the First Supplemental Indenture;


 


WHEREAS, Sections 9.02, 9.03, 9.04 and 9.05
of the Base Indenture provide that the Company may enter into this Supplemental Indenture;


 


WHEREAS, the Company and the Guarantors
desire to amend Section 10.07 of the Base Indenture as set forth in Section 1.1 below;


 


WHEREAS, the Trustee is authorized to execute
and deliver this Second Supplemental Indenture;


 


WHEREAS, the Company and the Guarantors
have requested and hereby request that the Trustee join with the Company and the Guarantors in the execution and delivery of this
Second Supplemental Indenture and the Company and the Guarantors have provided the Trustee with (a) Board Resolutions authorizing
the execution of and approving this Second Supplemental Indenture. (b) pursuant to Section 1.04 of the Base Indenture, Acts of
Holders evidencing the written consent of the Holders of at least a majority of the aggregate principal amount of the Notes outstanding
to the execution and delivery of this Second Supplemental Indenture and (c) an Officers’ Certificate and an Opinion of Counsel
stating that this Second Supplemental Indenture is authorized and permitted under the Indenture and the other Note Documents; and


 


WHEREAS, all requirements necessary to make
this Second Supplemental Indenture a valid instrument in accordance with its terms have been performed, and the execution and delivery
of this Second Supplemental Indenture has been duly authorized in all respects.


 


NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors
and the Trustee mutually covenant and agree as follows:


 






     


     


    

 


		SECTION 1.1	Amendment to Indenture.



 


The Indenture is hereby amended pursuant
to Section 9.02 of the Base Indenture by replacing Section 10.07 of the Base Indenture in its entirety with the following:


 


“Shares to Be Fully
Paid. The Company shall at all times provide, free from preemptive rights, out of its authorized, unreserved (for other issuances)
and unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the Notes and settlement
of the Make-Whole Obligation (assuming (w) all outstanding Notes would be converted by a single Holder, (x) Physical Settlement
were applicable to the conversion of the Notes and settlement of the Make-Whole Obligation, (y) no Additional Shares were added
to the Conversion Rate pursuant to Section 10.04 and (z) settlement of the Make-Whole Obligation were to require delivery of the
maximum number of shares of Common Stock that may be deliverable upon Physical Settlement of the Make-Whole Obligation, assuming
calculation of the Make-Whole Premium using a discount rate of 0% and a Conversion Make-Whole Share Price equal to 150% of the
then-current Conversion Price). The Company shall settle any Conversion Obligation and Make-Whole Obligation by Cash Settlement
if the number of shares of Common Stock deliverable upon settlement thereof under Physical Settlement would exceed the Company’s
authorized, unreserved (for other issuances) and unissued shares or shares held in treasury.”


 


		SECTION 1.2	Ratification of Indenture.



 


(a)           The Base Indenture, as supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, is in all
respects ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Base Indenture in the manner
and to the extent herein and therein provided.


 


(b)           Each party hereto hereby acknowledges and agrees that before and after giving effect to this Second Supplemental Indenture
all terms, conditions, provisions and covenants in the Security Documents shall remain unaltered and in full force and effect,
except as expressly modified or waived hereby. Each party hereto hereby confirms and agrees that to the extent any Security Document
purports to grant, assign or pledge to the Collateral Agent or any other Person a security interest or Lien on any Collateral as
security for the obligations secured by the Security Documents, such grant, assignment or pledge is hereby ratified and confirmed
in all respects.


 


		SECTION 1.3	Governing Law.



 


This Second Supplemental Indenture and each
Note shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed
in accordance with laws of said State.


 






     


     


    

 


		SECTION 1.4	Separability.



 


In case any one or more of the provisions
contained in this Second Supplemental Indenture or in the Notes shall for any reason be held invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Second Supplemental
Indenture or of the Notes, but this Second Supplemental Indenture and the Notes shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.


 


		SECTION 1.5	Counterparts.



 


This Second Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but
one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes.


 


SECTION 1.6        Effect of Headings. The Section headings in this Second Supplemental Indenture are for convenience only and shall
not affect the construction hereof.


 


SECTION 1.7        Responsibility
for Recitals, Etc. The recitals and statements in this Second Supplemental Indenture shall be taken as the statements of the
Company, and the Trustee and the Holders party hereto assume no responsibility for the correctness thereof. The Trustee and the
Holders party hereto make no representations as to the validity, adequacy or sufficiency of this Second Supplemental Indenture.


 


SECTION 1.8        TIA Controls. If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Second Supplemental Indenture by the TIA, the provision required by the TIA
shall control.


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Second Supplemental Indenture to be duly executed by their authorized respective officers as of the day and year first
above written.


 





	Date: December 1, 2017	PROTALIX BIOTHERAPEUTICS, INC., as Issuer
	 	 	 	 
	 	By: 	Yossi Maimon	 
	 	 	Name: 	Yossi Maimon	 
	 	 	Title: 	CFO
	 	 	 	 
	Date: December 1, 2017	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 	 	 	 
	 	By: 	R. Tarnas	 
	 	 	Name: 	R. Tarnas	 
	 	 	Title: 	Vice President







 


	PROTALIX LTD., as Guarantor	 
	 	 	 	 
	By: 	Yossi Maimon	 	 
	 	Name: 	Yossi Maimon	 	 
	 	Title: 	CFO	 
	 	 	 	 
	PROTALIX B.V., as Guarantor	 
	 	 	 	 
	By: 	Yossi Maimon	 	 
	 	Name: 	Yossi Maimon	 	 
	 	Title: 	CFO