Exhibit
4.2


 




 


Harrow
Health, Inc.


 


and


 


U.S.
Bank Trust Company, National Association,


 


as
Trustee


 


SECOND
SUPPLEMENTAL INDENTURE


 


Dated
as of December 20, 2022


 


to
the Indenture dated as of April 20, 2021


 


11.875%
Senior Notes due 2027


 


 




    	 



     


    

 


Table
of Contents


 


	 	 	 	Page
	 	 	 	 
	ARTICLE
    1 APPLICATION OF SECOND SUPPLEMENTAL INDENTURE	1
	 	 	 	 
	 	Section
    1.01.	Application
    of Second Supplemental Indenture.	1
	 	 	 	 
	ARTICLE
    2 DEFINITIONS	2
	 	 	 	 
	 	Section
    2.01.	Certain
    Terms Defined in the Indenture.	2
	 	 	 	 
	 	Section
    2.02.	Definitions.	2
	 	 	 	 
	ARTICLE
    3 FORM AND TERMS OF THE NOTES	3
	 	 	 	 
	 	Section
    3.01.	Form
    and Dating.	3
	 	 	 	 
	 	Section
    3.02.	Terms
    of the Notes.	4
	 	 	 	 
	 	Section
    3.03.	Optional
    Redemption.	5
	 	 	 	 
	 	Section
    3.04	Mandatory
    Redemption 	5
	 	 	 	 
	 	Section
    3.05	Notice
    and Method of Redemption 	5
	 	 	 	 
	ARTICLE
    4 CERTAIN COVENANTS	5
	 	 	 	 
	 	Section
    4.01.	Merger,
    Consolidation or Sale of Assets.	6
	 	 	 	 
	 	Section
    4.02.	Reporting.	6
	 	 	 	 
	 	Section
    4.03.	Payment
    of Taxes.	6
	 	 	 	 
	 	Section
    4.04.	No
    Material Change to the Acquisition.	6
	 	 	 	 
	ARTICLE
    5 EVENTS OF DEFAULT	7
	 	 	 	 
	 	Section
    5.01.	Events
    of Default.	7
	 	 	 	 
	ARTICLE
    6 MISCELLANEOUS	8
	 	 	 	 
	 	Section
    6.01.	Trust
    Indenture Act Controls.	8
	 	 	 	 
	 	Section
    6.02.	New
    York Law to Govern.	8
	 	 	 	 
	 	Section
    6.03.	Counterparts.	8
	 	 	 	 
	 	Section
    6.04.	Severability.	8
	 	 	 	 
	 	Section
    6.05.	Ratification.	8
	 	 	 	 
	 	Section
    6.06.	Effectiveness.	8
	 	 	 	 
	 	Section
    6.07.	Trustee
    Makes No Representation.	9
	 	 	 	 
	 	Section
    6.08.	Electronic
    Means.	9
	 	 	 	 
	 	Section
    6.09.	OFAC
    Certification and Covenants.	9
	 	 	 	 
	EXHIBIT A	Form
    of 11.875% Senior Note due 2027	A-1





 




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SECOND
SUPPLEMENTAL INDENTURE


 


SECOND
SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 20, 2022, between Harrow Health,
Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest
to U.S. Bank National Association), as trustee (the “Trustee”).


 


RECITALS
OF THE COMPANY


 


WHEREAS,
the Company and the Trustee executed and delivered an Indenture, dated as of April 20, 2021 (the “Base Indenture,”
and, together with that certain First Supplemental Indenture, dated as of April 20, 2021 and this Second Supplemental Indenture, the
“Indenture”) to provide for the issuance by the Company from time to time of Securities to be issued in one or more
series as provided in the Indenture;


 


WHEREAS,
Section 9.1 of the Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental
to the Base Indenture, without the consent of any Holders of Securities, to establish the form of any Security, as permitted by Section
2.1 of the Base Indenture, and to provide for the issuance of the Notes (as defined below), as permitted by Section 3.1 of the Base Indenture,
and to set forth the terms thereof;


 


WHEREAS,
the Company desires to execute this Second Supplemental Indenture, pursuant to Section 2.1 of the Base Indenture, to establish the
form and, pursuant to Section 3.1 of the Base Indenture, to provide for the issuance, of a series of its senior notes designated as its
11.875% Senior Notes due 2027 (the “Notes”), in an initial aggregate principal amount of $35,000,000. The Notes are
a series of Securities as referred to in Section 3.1 of the Base Indenture;


 


WHEREAS,
the Company has requested and hereby requests that the Trustee execute and deliver this Second Supplemental Indenture;


 


WHEREAS,
the execution and delivery of this Second Supplemental Indenture has been duly authorized by the Company and all things necessary
have been done by the Company to make this Second Supplemental Indenture, when executed and delivered by the Company, a valid and binding
supplement to the Indenture and agreement of the Company;


 


WHEREAS,
all things necessary have been done by the Company to make the Notes, when executed by the Company and authenticated and delivered
by the Trustee in accordance with the provisions of the Indenture, the valid and binding obligations of the Company; and


 


WHEREAS,
all conditions precedent provided for in the Indenture relating to the execution and delivery of this Second Supplemental Indenture have
been complied with.


 


NOW,
THEREFORE, in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the
Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes
as follows:


 


ARTICLE
1

APPLICATION OF SECOND SUPPLEMENTAL INDENTURE


 


Section
1.01. Application of Second Supplemental Indenture.


 


Notwithstanding
any other provision of this Second Supplemental Indenture, all provisions of this Second Supplemental Indenture are expressly and solely
for the benefit of the Holders of the Notes, and any such provisions shall not be deemed to apply to any other Securities issued under
the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect
to the Notes. Unless otherwise expressly specified, references in this Second Supplemental Indenture to specific Article numbers or Section
numbers refer to Articles and Sections contained in this Second Supplemental Indenture and not the Base Indenture or any other document.
All Initial Notes and Additional Notes, if any, shall be treated as a single class for all purposes of the Indenture, including waivers,
amendments, redemptions and offers to purchase.


 




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ARTICLE
2

DEFINITIONS


 


Section
2.01. Certain Terms Defined in the Base Indenture.


 


For
purposes of this Second Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in the Base Indenture.


 


Section
2.02. Definitions. (a) For the benefit of the Holders of the Notes, the following terms shall have the meanings set forth in this
Section 2.02:


 


“Acquisition”
means the acquisition by the Company or one or more of its Subsidiaries of the exclusive commercial rights in the U.S. (subject in all
respects to the later occurrence of the NDA Transfer Date (as defined in the Novartis Agreement)) to certain assets described in the
Novartis Agreement associated with ophthalmic products Ilevro® (nepafenac ophthalmic suspension) 0.3%, Nevananc (nepafenac ophthalmic
suspension) 0.1%, Vigamox (moxifloxacin hydrochloride ophthalmic solution) 0.5%, Maxidex® (dexamethasone ophthalmic suspension) 0.1%,
and TRIESENCE® (triamcinolone acetonide injectable suspension) 40 mg/ml.


 


“Additional
Notes” has the meaning specified in Section 3.02(b) of this Second Supplemental Indenture.


 


“Depositary”
has the meaning specified in Section 3.01(c) of this Second Supplemental Indenture.


 


“Electronic
Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by
the Trustee as available for use in connection with its services hereunder.


 


“Global
Notes” means the Notes in the form of Global Securities issued to the Depositary or its nominee, substantially in the form
of Exhibit A.


 


“Initial
Notes” has the meaning specified in Section 3.02(b) of this Second Supplemental Indenture.


 


“Make-Whole
Amount” means, in connection with any optional redemption of any Note, the excess, if any, of (i) the sum of the present values,
as of the date of such redemption, of the remaining scheduled payments of principal (including the applicable redemption price of such
Note at the Notes Make-Whole Call Date) of, and interest (exclusive of interest accrued to, but excluding, the date of redemption) on,
such Note, assuming such Note matured on, and that accrued and unpaid interest on such Note was payable through, the Notes Make-Whole
Call Date, determined by discounting, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), such principal
and interest at the Reinvestment Rate (determined on the third Business Day preceding the date of redemption) over (ii) the aggregate
principal amount of such Notes being redeemed.


 


“Mandatory
Redemption Event” means (i) a failure by the Company or any subsidiary to acquire the exclusive commercial rights in the U.S.
(subject in all respects to the later occurrence of the NDA Transfer Date (as defined in the Novartis Agreement)) to certain assets described
in the Novartis Agreement associated with ophthalmic products Ilevro® (nepafenac ophthalmic suspension) 0.3%, Nevananc (nepafenac
ophthalmic suspension) 0.1%, Vigamox (moxifloxacin hydrochloride ophthalmic solution) 0.5%, and Maxidex® (dexamethasone ophthalmic
suspension) 0.1%, within 180 calendar days after the issue date of the Initial Notes or (ii) the occurrence of a Material Change and
the receipt of written notice of such Material Change from the Company to the Trustee pursuant to Section 4.04 of this Second Supplemental
Indenture.


 


“Material
Change” has the meaning specified in Section 4.04 of this Second Supplemental Indenture.


 


“Notes”
has the meaning specified in the recitals of this Second Supplemental Indenture.


 


“Notes
Make-Whole Call Date” has the meaning specified in Section 3.03(a) of this Second Supplemental Indenture.


 




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“Novartis
Agreement” means the Asset Purchase Agreement, dated as of December 13, 2022, among the Company, Novartis Technology, LLC and
Novartis Innovative Therapies AG, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“OFAC”
has the meaning specified in Section 6.09(a) of this Second Supplemental Indenture.


 


“Reinvestment
Rate” means, 0.500%, or 50 basis points, plus the arithmetic mean (rounded to the nearest one-hundredth of one percent) of
the yields displayed for each day in the preceding calendar week published in the most recent Statistical Release under the caption “Treasury
constant maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity of the Notes
(assuming that the Notes matured on the Notes Make-Whole Call Date) as of the Redemption Date. If no maturity exactly corresponds to
such remaining life to maturity, yields for the two published maturities most closely corresponding to such remaining life to maturity
shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from
such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the purpose of calculating
the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Reinvestment Rate shall
be used.


 


“Sanctions”
has the meaning specified in Section 6.09(a) of this Second Supplemental Indenture.


 


“Statistical
Release” means that statistical release designated “H.15” or any successor publication that is published daily
by the Federal Reserve System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturities,
or, if such statistical release (or a successor publication) is not published at the time of any determination under the Indenture, then
such other reasonably comparable index that shall be designated by the Company.


 


ARTICLE
3

FORM AND TERMS OF THE NOTES


 


Section
3.01. Form and Dating.


 


a)
The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The
Notes shall be executed on behalf of the Company by an officer of the Company. The Notes may have notations, legends or endorsements
required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes and any beneficial
interest in the Notes shall be in minimum denominations of $25 and integral multiples of $25 in excess thereof.


 


b)
The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture, and the Company
and the Trustee, by their execution and delivery of this Second Supplemental Indenture, expressly agree to such terms and provisions
and to be bound thereby.


 


c)
Global Notes. The Notes shall be issued initially in the form of fully registered Global Securities, which shall be deposited on behalf
of the purchasers of the Notes represented thereby with The Depository Trust Company, New York, New York (the “Depositary”)
or its custodian and registered in the name of Cede & Co., the Depositary’s nominee, duly executed by the Company and authenticated
by the Trustee.


 


d)
Book-Entry Provisions. This Section 3.01(d) shall apply only to the Global Notes deposited with or on behalf of the Depositary. The Company
shall execute and the Trustee shall, in accordance with this Section 3.01(d), authenticate and deliver the Global Notes that shall be
registered in the name of the Depositary or the nominee of the Depositary and shall be delivered by the Trustee to the Depositary or
its custodian.


 


e)
Paying Agent. The Company initially appoints the Trustee as Paying Agent for the payment of the principal of (and premium, if any) and
interest on the Notes and the Corporate Trust Office of the Trustee is hereby designated as the Place of Payment where the Notes may
be presented for payment.


 




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Section
3.02. Terms of the Notes. The following terms relating to the Notes are hereby established:


 


a)
Title. The Notes shall constitute a series of Securities having the title “11.875% Senior Notes due 2027”.


 


b)
Principal Amount. The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (the
“Initial Notes”) shall be $35,000,000 (except for Notes authenticated and delivered upon registration of, transfer
of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Base Indenture). The Company
may from time to time, without the consent of the Holders of Notes, issue additional Notes (in any such case “Additional Notes”)
having the same terms as to status, redemption or otherwise (except the price to public, the issue date and, if applicable, the initial
interest accrual date and the initial interest payment date) that may constitute a single fungible series with the Initial Notes; provided
that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes
will have one or more separate CUSIP numbers. Any Additional Notes and the Initial Notes shall constitute a single series under the Indenture
and all references to the Notes shall include the Initial Notes and any Additional Notes unless the context otherwise requires.


 


c)
Maturity Date. The entire outstanding principal amount of the Notes shall be payable on December 31, 2027 (the “Maturity Date”).


 


d)
Interest Rate. The rate at which the Notes shall bear interest shall be 11.875% per annum; the date from which interest shall accrue
on the Notes shall be December 20, 2022, or the most recent Interest Payment Date to which interest has been paid or provided for; the
Interest Payment Dates for the Notes shall be January 31, April 30, July 31 and October 31 of each year and on the Maturity Date, beginning
January 31, 2023; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately
available funds, to the Persons in whose names the Notes (or predecessor Notes) are registered (which shall initially be the Depositary)
at the close of business on the Regular Record Date for such interest, which shall be the January 15, April 15, July 15 or October 15
(whether or not a Business Day), as the case may be, preceding such Interest Payment Date. Interest shall be computed on the basis of
a 360-day year comprised of twelve 30-day months. For so long as the Notes are represented in global form by one or more Global Securities,
all payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately available funds to the Depositary
or its nominee, as the case may be, as the registered owner of the Global Security representing such Notes. In the event that definitive
Notes shall have been issued, all payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately
available funds to the accounts of the registered Holders thereof; provided, that the Company may elect to make such payments at the
office of the Paying Agent in the City of Nashville; and provided further, that the Company may at its option pay interest by check to
the registered address of each Holder of a definitive Note.


 


e)
Currency. The currency of denomination of the Notes is United States Dollars. Payment of principal of and interest and premium, if any,
on the Notes shall be made in United States Dollars.


 


f)
Sinking Fund. The Notes are not subject to any sinking fund.


 


g)
Additional Interest. At the Company’s election, the sole remedy with respect to an Event of Default due to a failure to comply
with reporting requirements under the Trust Indenture Act or under Section 4.02 below, for the first 180 calendar days after the occurrence
of such Event of Default, consists exclusively of the right to receive additional interest on the Notes at an annual rate equal to (1)
0.25% for the first 90 calendar days after such Event of Default and (2) 0.50% for calendar days 91 through 180 after such Event of Default.
On the 181st day after such Event of Default, if such violation is not cured or waived, the Trustee or the Holders of not less than 25%
of the outstanding principal amount of the Notes may declare the principal, together with accrued and unpaid interest, if any, on the
Notes to be due and payable immediately. If the Company chooses to pay such additional interest, the Company must notify the Trustee
and the Holders of the Notes by certificate of the Company’s election at any time on or before the close of business on the first
Business Day following the Event of Default.


 


h)
Defeasance. The Notes shall be defeasible at the Company’s election pursuant to either or both of Section 13.2 and Section 13.3
of the Base Indenture.


 




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Section
3.03. Optional Redemption.


 


a)
The Notes shall be redeemable as a whole or in part, at any time and from time to time at the Company’s option prior to December
31, 2024 (the “Notes Make-Whole Call Date”), at a price equal to the sum of (i) 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date, and (ii) a Make-Whole Amount, if any.


 


b)
The Notes shall be redeemable as a whole or in part, at any time and from time to time at the Company’s option (i) on or after
December 31, 2024 and prior to December 31, 2025, at a price equal to $25.50 per Note, plus accrued and unpaid interest to, but excluding,
the Redemption Date, (ii) on or after December 31, 2025 and prior to December 31, 2026, at a price equal to $25.25 per Note, plus accrued
and unpaid interest to, but excluding, the Redemption Date and (iii) on or after December 31, 2026 and prior to maturity, at a price
equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption
Date. Such notice may be conditioned upon the consummation of a financing the proceeds of which are to be utilized to effect the applicable
redemption.


 


c)
In each case, redemption shall be upon notice not fewer than 30 days and not more than 60 days prior to the Redemption Date.


 


d)
Unless the Company defaults on the payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on
the Notes called for redemption.


 


Section
3.04. Mandatory Redemption.


 


a)
Upon the occurrence of a Mandatory Redemption Event with respect to the Notes, the Outstanding Notes shall be subject to mandatory redemption,
in whole but not in part, within 45 days after the occurrence of the Mandatory Redemption Event at a price equal to $25.50 per Note,
plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.


 


b)
Unless the Company defaults on the payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on
the Notes called for redemption.


 


Section
3.05. Notice and Method of Redemption.


 


a)
The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply
to the Notes.


 


b)
If less than all of the Notes are to be redeemed, the particular Notes to be redeemed will be selected not more than 45 days prior to
the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption, by lot, or in the Trustee’s
discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination
(which will not be less than the minimum authorized denomination) for such Notes. The Trustee will promptly notify the Company in writing
of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be
redeemed. The Trustee shall have no obligation to calculate any Redemption Price, including any Make-Whole Amount, or any component thereof,
and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that
specifies any Redemption Price.


 


ARTICLE
4

CERTAIN COVENANTS


 


The
following covenants shall be applicable to the Company for so long as any of the Notes are Outstanding. Nothing in this Article will,
however, affect the Company’s rights or obligations under any other provision of the Base Indenture or this Second Supplemental
Indenture.


 




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Section
4.01. Merger, Consolidation or Sale of Assets.


 


The
Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company
into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided that, for
the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries shall not be deemed
to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless:


 


a)
the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company)
formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation
or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District
of Columbia;


 


b)
the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the
Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium,
if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions
of the Indenture to be performed by the Company;


 


c)
immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of
Default shall have occurred and be continuing; and


 


d)
in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered, to
the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture,
if any, in respect thereto comply with this Section 4.01 and that all conditions precedent in the Indenture relating to such transaction
have been complied with.


 


Section
4.02. Reporting.


 


If,
at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic
reports with the Securities and Exchange Commission, the Company agrees to furnish to Holders and the Trustee, for the period of time
during which the Notes are outstanding, its audited annual consolidated financial statements, within 90 days of its fiscal year end,
and unaudited interim consolidated financial statements, within 60 days of its fiscal quarter end (other than the Company’s fourth
fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with Generally Accepted Accounting
Principles, as applicable.


 


Delivery
of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only and the Trustee’s
receipt of such shall not constitute actual or constructive knowledge or 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 Officer’s Certificate).


 


Section
4.03. Payment of Taxes.


 


The
Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and
governmental charges levied or imposed upon the Company or upon the income, profits or property of the Company, except where the failure
to do so would not be reasonably expected to have a material adverse effect on the business, assets, financial condition or results of
operations of the Company; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged
any such tax, assessment or charge whose amount, applicability or validity is being contested in good faith by appropriate proceedings.


 


Section
4.04. No Material Change to the Acquisition.


 


The
Company will use commercially reasonable efforts to maintain the current terms of the Acquisition contained in the Novartis Agreement.
If the Company permits any change to the terms of the Acquisition or Novartis Agreement that would be materially adverse to the holders
of the Notes (a “Material Change”), the Company shall provide written notice of such Material Change to the Trustee.


 




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ARTICLE
5


EVENTS
OF DEFAULT


 


Section
5.01. Events of Default.


 


Solely
for the benefit of the Holders of the Notes, Section 5.1 of the Base Indenture is hereby deleted in its entirety and replaced with the
following:


 


“Section
5.1. Events of Default.


 


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


 


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


 


(2)
default in the payment of the principal of any Note when due and payable;


 


(3)
default in the performance, or breach, of any covenant of the Company in this Indenture with respect to the Notes, and continuance of
such default or breach for a period of 60 days after there has been sent to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Notes, 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;


 


(4)
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 90 consecutive days; or


 


(5)
the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry
of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property, or the making by the Company
of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally
as they become due, or the taking of corporate action by the Company in furtherance of any such action.


 


The
Trustee shall not be deemed to have notice or be charged with knowledge of an Event of Default hereunder (except for those described
in paragraphs (1) and (2) above if the Trustee is then the Paying Agent) unless written notice of such default or Event of Default from
the Company or any Holder is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.”


 




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ARTICLE
6

MISCELLANEOUS


 


Section
6.01. Trust Indenture Act 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 Trust Indenture Act, the required provision shall control. If any provision of this Second
Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to this Second Supplemental Indenture as so modified or to be excluded, as the case may be.


 


Section
6.02. New York Law to Govern.


 


This
Second Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.


 


Section
6.03. Counterparts.


 


This
Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Second Supplemental
Indenture and of signature pages that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic
signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved
by the Trustee, shall constitute effective execution and delivery of this Second Supplemental Indenture for all purposes. Signatures
of the parties hereto that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing created
on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign), in each case that is approved by the Trustee,
shall be deemed to be their original signatures for all purposes of this Second Supplemental Indenture as to the parties hereto and may
be used in lieu of the original.


 


Anything
in the Base Indenture, this Second Supplemental Indenture or the Notes to the contrary notwithstanding, for the purposes of the transactions
contemplated by the Base Indenture, this Second Supplemental Indenture, the Notes and any document to be signed in connection with the
Base Indenture, this Second Supplemental Indenture or the Notes (including the Trustee’s Certificate of Authentication on the Notes,
amendments, waivers, consents and other modifications, Officer’s Certificates, Company Requests, Company Orders and Opinions of
Counsel and other issuance, authentication and delivery documents) or the transactions contemplated hereby may be signed by manual signatures
that are scanned, photocopied or faxed or other electronic signatures created on an electronic platform (such as DocuSign) or by digital
signature (such as Adobe Sign), in each case that is approved by the Trustee, and contract formations on electronic platforms approved
by the Trustee, and the keeping of records in electronic form, are hereby authorized, and each shall be of the same legal effect, validity
or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as the case may be.


 


Section
6.04. Severability. If any provision of this Second Supplemental Indenture or the Notes shall be held to be illegal or unenforceable
under applicable law, then the remaining provisions hereof shall be construed as though such invalid, illegal or unenforceable provision
were not contained therein.


 


Section
6.05. Ratification.


 


The
Base Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed. All provisions included
in this Second Supplemental Indenture supersede any conflicting provisions included in the Base Indenture, unless not permitted by law.
The Trustee accepts the trusts created by the Base Indenture, as supplemented by this Second Supplemental Indenture, and agrees to perform
the same upon the terms and conditions of the Indenture.


 


Section
6.06. Effectiveness.


 


The
provisions of this Second Supplemental Indenture shall become effective as of the date hereof.


 




    	8



     


    

 


Section
6.07. Trustee Makes No Representation.


 


The
recitals and statements contained herein and in the Notes are made solely by the Company and not by the Trustee, and the Trustee assumes
no responsibility for the correctness thereof. The Trustee makes no representation as to the validity, adequacy or sufficiency of this
Second Supplemental Indenture or the Notes. All rights, protections, privileges, indemnities, immunities and benefits granted or afforded
to the Trustee under the Base Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions
taken, suffered or omitted to be taken by the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act under this Second Supplemental Indenture.


 


Section
6.08. Electronic Means.


 


The
Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to the Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee
an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”)
and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever
a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and
the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed
controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions
and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the
incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring
that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible
to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt
by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written
instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by
third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions
to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii)
that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially
reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning
of any compromise or unauthorized use of the security procedures.


 


Section
6.09. OFAC Certification and Covenants.


 


a)
The Company covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers are the target
or subject of any sanctions enforced by the US Government, (including, the Office of Foreign Assets Control of the US Department of the
Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions
authority (collectively “Sanctions”).


 


b)
The Company covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers will use any
payments made pursuant to the Indenture, (i) to fund or facilitate any activities of or business with any person who, at the time of
such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any
country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions
by any person.


 


[Remainder
of page intentionally left blank.]


 




    	9



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.


 


	 	HARROW
    HEALTH, INC.
	 	 
	 	By:	/s/ Mark
    L. Baum
	 	Name:	Mark
    L. Baum
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Harrow Health, Inc. Second Supplemental Indenture]


 




    	 



     


    

 


	 	U.S.
    Bank Trust Company, National Association, as Trustee
	 	 
	 	By:	/s/ Wally
    Jones
	 	Name:	Wally
    Jones
	 	Title:	Vice
    President


 


[Signature
Page to Harrow Health, Inc. Second Supplemental Indenture]


 




    	 



     


    

 


EXHIBIT
A


 


THIS
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS
DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


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


 


HARROW
HEALTH, INC.


 


11.875%
Senior Note due 2027


 


	No.
    	Principal
    Amount
	CUSIP
    No. 415858 307	$[______]
    


ISIN
No. US4158583074


 


Harrow
Health, Inc., a Delaware corporation (hereinafter called the “Company”, which term includes any successor Person under
the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of [________] Dollars (U.S. $[________]) on December 31, 2027 (the “Maturity Date”) and to pay interest thereon
from December 20, 2022 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly
on January 31, April 30, July 31 and October 31 in each year and on the Maturity Date (each an “Interest Payment Date”),
beginning January 31, 2023 at the rate of 11.875% per annum, until the principal hereof is paid or duly made available for payment. The
interest so payable and punctually paid or duly provided for on any Interest Payment Date shall, as provided in such Indenture, be paid
to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the January 15, April 15, July 15 or October 15 (whether or not a Business Day), as the case may
be, preceding such Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date shall forthwith cease to be payable to the Holder hereof on the relevant Regular Record Date by virtue of having
been such Holder, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee (as defined below),
notice whereof shall be given to Holders of the Notes not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 


The
amount of interest payable for any interest period, including interest payable for any partial interest period, will be computed on the
basis of a 360-day year comprised of twelve 30-day months. If an interest payment date falls on a non-Business Day, the applicable interest
payment will be made on the next Business Day and no additional interest will accrue as a result of such delayed payment.


 




    	A-1



     


    

 


Payment
of the principal of (and premium, if any) and the interest on this Note shall be made at the designated office of the Trustee at U.S.
Bank Trust Company, National Association, 333 Commerce Street, Suite 800, Nashville, TN 37201, in such currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts; provided, however, for so long as the Notes
are represented in global form by one or more Global Securities, all payments of principal (and premium, if any) and interest shall be
made by wire transfer of immediately available funds to the Depositary or its nominee, as the case may be, as the registered owner of
the Global Security representing such Notes. In the event that definitive Notes shall have been issued, all payments of principal (and
premium, if any) and interest shall be made by wire transfer of immediately available funds to the accounts of the registered Holders
thereof; provided, that the Company may at its option pay interest by check to the registered address of each Holder of a definitive
Note.


 


This
Note is one of the duly authorized series of Securities of the Company, designated as the Company’s “11.875% Senior Notes
due 2027”, initially limited to an aggregate principal amount of $35,000,000 all issued or to be issued under and pursuant to an
Indenture (the “Base Indenture”), dated as of April 20, 2021, between the Company and U.S. Bank Trust Company, National
Association (as successor in interest to U.S. Bank National Association), as trustee (hereinafter referred to as the “Trustee”),
as supplemented by the First Supplemental Indenture thereto, dated as of April 20, 2021 (the “First Supplemental Indenture”),
and as supplemented by the Second Supplemental Indenture thereto, dated as of December 20, 2022 (the “Second Supplemental Indenture”,
and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”). Reference is hereby
made to the Indenture for a description of the respective rights, limitation of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Notes.


 


The
Company may redeem the Notes as a whole or in part, at any time and from time to time at the Company’s option prior to December
31, 2024, at a Redemption Price equal to the sum of (i) 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid
interest to, but excluding, the Redemption Date, and (ii) a Make-Whole Amount, if any.


 


The
Company may redeem the Notes as a whole or in part, at any time and from time to time at the Company’s option (i) on or after December
31, 2024 and prior to December 31, 2025, at a price equal to $25.50 per Note, plus accrued and unpaid interest to, but excluding, the
Redemption Date, (ii) on or after December 31, 2025 and prior to December 31, 2026, at a price equal to $25.25 per Note, plus accrued
and unpaid interest to, but excluding, the Redemption Date and (iii) on or after December 31, 2026 and prior to maturity, at a price
equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption
Date.


 


In
each case, redemption shall be upon notice not fewer than 30 days and not more than 60 days prior to the Redemption Date.


 


Upon
the occurrence of a Mandatory Redemption Event with respect to the Notes, the Outstanding Notes shall be subject to mandatory redemption,
in whole but not in part, within 45 days after the occurrence of the Mandatory Redemption Event at a price equal to $25.50 per Note,
plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.


 


If
less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected not more than 45 days prior to the Redemption
Date by the Trustee from the outstanding Notes not previously called for redemption, by lot, or in the Trustee’s discretion, on
a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which
will not be less than the minimum authorized denomination) for such Notes. The Trustee will promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.


 


The
Notes are not subject to any sinking fund.


 


The
Trustee shall have no obligation to calculate any Redemption Price, including any Make-Whole Amount, or any component thereof, and the
Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies
any Redemption Price.


 




    	A-2



     


    

 


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


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time
Outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.


 


No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the right of the Holder of
this Note, which is absolute and unconditional, to receive payment of the principal of and interest on this Note at the times herein
and in the Indenture prescribed and to institute suit for the enforcement of any such payment unless the Holder of this Note shall have
consented to the impairment of such right.


 


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


 


The
Notes are issuable only in registered form without coupons in minimum denominations of $25 and integral multiples of $25 in excess thereof.
Subject to certain limitations therein set forth in the Indenture and in this Note, the Notes are exchangeable for a like aggregate principal
amount of Notes of this series in different authorized denominations, as requested by the Holders surrendering the same.


 


No
service charge shall be made for any such registration of transfer or for exchange of this Note, but the Company or the Trustee may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of
transfer or exchange of a Note, other than in certain cases provided in the Indenture.


 


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


 


The
Indenture contains provisions whereby (i) the Company may be discharged from its obligations with respect to the Notes (subject to certain
exceptions) or (ii) the Company may be released from its obligations under specified covenants and agreements in the Indenture, in each
case if the Company irrevocably deposits with the Trustee money or U.S. Government Obligations sufficient to pay and discharge the entire
indebtedness on all Notes of this series, and satisfies certain other conditions, all as more fully provided in the Indenture.


 


This
Note shall be governed by and construed in accordance with the laws of the State of New York.


 


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


 


Unless
the certificate of authentication hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature
(which may be scanned, photocopied or faxed or otherwise signed electronically (including by DocuSign or Adobe Sign)) of one of its authorized
signatories, this Note shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.


 


[Signature
page follows.]


 




    	A-3



     


    

 


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


 


Dated:


 


	 	HARROW
    HEALTH, INC.
	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Harrow Health, Inc. Global Note]


 




    	 



     


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:


 


	 	U.S.
    Bank Trust Company, National Association, as Trustee
	 	 

    

	 	By:
    	                 
	 	Name:	 
	 	Title:	  


 


[Authentication
Certificate to Harrow Health, Inc. Global Note]


 




    	 



     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations.


 


	TEN
    COM - as tenants	UNIF
    GIFT MIN ACT - . . .Custodian
	in
    common	(Cust)
    (Minor)
	TEN
    ENT - as tenants by	Under
    Uniform Gifts to
	the
    entireties	Minor
    Act
	JT
    TEN - as joint tenants	 	 
	with
    right of	 
	survivorship
    and	 
	not
    as tenants in	 
	common	 	(State)


 


Additional
abbreviations may also be used though not in the above list.


 


 


FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


 


 


(Please
insert Assignee’s legal name)


 


 


(Please
insert Social Security or other identifying number of Assignee)


 


 


 


 


(Please
print or typewrite name and address including postal zip code of Assignee)


 


the
within Note of Harrow Health, Inc. and does hereby irrevocably constitute and appoint attorney to transfer the said Note on the books
of the Company, with full power of substitution in the premises.


Dated:


 


	 	Your
    Signature: 	 
	 	 	(Sign
    exactly as your name appears on the
	 	 	face
    of this Note)


 


[NOTICE:
The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatever.]