Exhibit
4.2


 


FORM
OF INDENTURE


 


REE
AUTOMOTIVE LTD.,


as
issuer


 


and


 


[●],


 


as
trustee


 


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	4
	 	 
	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	7
	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	8
	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	9
	Section 2.15 CUSIP Numbers	10
	 	 
	ARTICLE III REDEMPTION	10
	 	 
	Section 3.01 Notice to Trustee	10
	Section 3.02 Selection of Securities to be Redeemed	10
	Section 3.03 Notice of Redemption	11
	Section 3.04 Effect of Notice of Redemption	11
	Section 3.05 Deposit of Redemption Price	11
	Section 3.06 Securities Redeemed in Part	11
	Section 3.07 Mandatory Redemption	11
	 	 
	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	12
	 	 
	Section 5.01 When Company May Merge	12
	Section 5.02 Successor Corporation Substituted	13



 






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	ARTICLE VI DEFAULTS AND REMEDIES	13
	 	 
	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	15
	Section 6.07 Limitation on Suits	15
	Section 6.08 Unconditional Right of Holders to Receive Principal and Interest	16
	Section 6.09 Restoration of Rights and Remedies	16
	Section 6.10 Rights and Remedies Cumulative	16
	Section 6.11 Delay or Omission Not Waiver	16
	Section 6.12 Control by Holders	16
	Section 6.13 Waiver of Past Defaults	16
	Section 6.14 Undertaking for Costs	17
	 	 
	ARTICLE VII TRUSTEE	17
	 	 
	Section 7.01 Duties of Trustee	17
	Section 7.02 Rights of Trustee	18
	Section 7.03 Individual Rights of Trustee	19
	Section 7.04 Trustee’s Disclaimer	19
	Section 7.05 Notice of Defaults	19
	Section 7.06 Reports by Trustee to Holders	19
	Section 7.07 Compensation and Indemnity	19
	Section 7.08 Replacement of Trustee	20
	Section 7.09 Successor Trustee by Merger	20
	Section 7.10 Eligibility; Disqualification	20
	Section 7.11 Preferential Collection of Claims Against Company	20
	 	 
	ARTICLE
    VIII SATISFACTION AND DISCHARGE; DEFEASANCE	21
	 	 
	Section
    8.01 Satisfaction and Discharge of Indenture	21
	Section
    8.02 Application of Trust Funds; Indemnification	21
	Section
    8.03 Legal Defeasance of Securities of any Series	22
	Section
    8.04 Covenant Defeasance	23
	Section
    8.05 Repayment to Company	23
	Section
    8.06 Reinstatement	23
	 	 
	ARTICLE
    IX AMENDMENTS AND WAIVERS	24
	 	 
	Section
    9.01 Without Consent of Holders	24
	Section
    9.02 With Consent of Holders	25
	Section
    9.03 Limitations	25
	Section
    9.04 Compliance with Trust Indenture Act	25



 






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	Section
    9.05 Revocation and Effect of Consents	25
	Section
    9.06 Notation on or Exchange of Securities	25
	Section
    9.07 Trustee Protected	26
	 	 
	ARTICLE
    X MISCELLANEOUS	26
	 	 
	Section
    10.01 Trust Indenture Act Controls	26
	Section
    10.02 Notices	26
	Section
    10.03 Communication by Holders with Other Holders	27
	Section
    10.04 Certificate and Opinion as to Conditions Precedent	27
	Section
    10.05 Statements Required in Certificate or Opinion	27
	Section
    10.06 Rules by Trustee and Agents	27
	Section
    10.07 No Recourse Against Others	27
	Section
    10.08 Counterparts	27
	Section
    10.09 Governing Law	28
	Section
    10.10 No Adverse Interpretation of Other Agreements	28
	Section
    10.11 Successors	28
	Section
    10.12 Severability	28
	Section
    10.13 Table of Contents and Headings	28
	Section
    10.14 Securities in a Foreign Currency	28
	Section
    10.15 Judgment Currency	29
	Section
    10.16 USA Patriot Act.	29
	Section
    10.17 FATCA	29


 




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REE
AUTOMOTIVE 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


 




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Indenture dated as of [●], [●] between
REE Automotive Ltd., an Israeli company, as issuer (the “Company”), and [●], a [●] corporation, as trustee
(the “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 that 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 that 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.


“Bankruptcy
Law” means Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors.


 


“Board
Resolution” means a copy of a resolution certified by the Corporate Secretary or an Assistant Secretary of the Company to have
been adopted or pursuant to authorization by the Board of Directors of the Company or any duly authorized committee thereof, 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, Officer’s Certificate or supplemental indenture hereto for
a particular Series, any day other than a Legal Holiday.


 


“Capital
Interests” means any and all shares, interests, participations, rights or other equivalents (however designated) of ordinary
shares, including 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.


 


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


 


“Company
Order” means a written order or request signed in the name of the Company by at least one Officer 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.


 




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“Custodian”
means the Trustee, as custodian with respect to the Securities in global form, or any successor thereto.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Depository”
means, with respect to the Securities of any Series issuable or issued in whole or in 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.


 


“Holder”
means a person in whose name a Security is registered on the Registrar’s books.


 


“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 that by its terms bears interest only after Maturity means interest payable after Maturity.


 


“Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment
are authorized by law, regulation or executive order to remain closed.


 


“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, notice of redemption or otherwise.


 




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


 


“Officer’s
Certificate” means a certificate signed on behalf of the Company, by an Officer thereof or on behalf of any other Person by
an Officer of such Person, as the case may be, that meets the requirements set forth in this Indenture.


 


“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.


 


“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.


 




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“U.S.
Government Obligations” means securities that 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 that 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	 
	“Event of Default”	 	 	6.01	 
	“Judgment Currency”	 	 	10.15	 
	“FATCA”	 	 	10.17	 
	“Market Exchange Rate”	 	 	10.14	 
	“Paying Agent”	 	 	2.04	 
	“Registrar”	 	 	2.04	 
	“Required Currency”	 	 	10.15	 
	“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:


 


“indenture
securities” means the Securities.


 


“indenture
security holder” means a Holder.


 


“indenture
to be qualified” means this Indenture.


 


“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 GAAP;


 


(c)
“or” is not exclusive;


 




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


 


(e)
“will” shall be interpreted to express a command; 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 Officer’s 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, Officer’s 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 Officer’s 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 or percentages of the principal amount thereof) at which the Securities of the Series
will be issued;


 


(c)
any limit upon the aggregate principal amount of the Securities of the Series that 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
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;


 




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(h)
the obligation, if any, of the Company to redeem or purchase the Securities of the Series 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;


 


(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 Officer’s 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.


 




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Section
2.03 Execution and Authentication. At least one Officer shall sign the Securities for the Company by manual or electronic 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 Officer’s 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 Officer’s 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 Officer’s 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 Officer’s 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 Officer’s 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.


 


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.


 




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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 seven Business 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 15 days immediately preceding
the electronic delivery or 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 delivery or mailing, as applicable, 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 for such Security, a replacement 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.


 


(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.


 




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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 days before the record date, the
Company shall deliver electronically or mail be first-class 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.


 


Section
2.14 Global Securities.


 


(a)
Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officer’s 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 Officer’s 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.


 




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(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 that 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.


 


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 Officer’s 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.


 




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Section
3.03 Notice of Redemption.


 


(a)
Unless otherwise indicated for a particular Series of Securities in the applicable supplemental indenture, Board Resolution or Officer’s
Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall deliver electronically or mail by
first-class mail notices of redemption to each Holder of such Series. 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;


 


(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 delivered electronically or mailed 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.


 


Section
3.07 Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the
Securities.


 






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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. 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 on such payment for the intervening period.


 


Section
4.02 SEC Reports. The Company shall, so long as any of the Securities are outstanding, electronically file with the SEC the annual,
quarterly and other periodic reports that the Company is required to file (or would be otherwise required to file) with the SEC 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 Officer’s
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 Officer’s 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 Officer’s 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.


 


ARTICLE
V


SUCCESSORS


 


Section
5.01 When Company May Merge. 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 Officer’s Certificate to the foregoing
effect and an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.


 




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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 Officer’s 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)
failure by the Company to perform any other covenant under this Indenture that continues for 90 days after receipt of written notice
given by the Trustee or the Holders of a majority of the aggregate principal amount of such Series of outstanding Securities (with a
copy to the Trustee) to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (a)
or (b) above) contained in this Indenture or such Securities; provided that in the case of a failure to comply with Section 4.02,
such period of continuance of such default or breach shall be 120 days after written notice described in this clause (c) has been given;


 


(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 Officer’s Certificate, in accordance with Section 2.02(n).


 




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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 that 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.


 


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 monies 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.


 




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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 monies 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.


 


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;


 




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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.


 


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.


 




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Section
6.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by such Holder’s 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).


 


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 Officer’s Certificates or Opinions of Counsel furnished to the Trustee and conforming to the
requirements of this Indenture; however, in the case of any such Officer’s Certificates or Opinions of Counsel which by any provisions
hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officer’s 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.


 




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(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.


 


(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 Officer’s Certificate. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officer’s 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 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.


 




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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.


 


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 deliver electronically or mail to each Holder of the Securities
of that Series a 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.


 


(a)
Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Securities of any
Series remain outstanding, the Trustee will deliver electronically or mail to the Holders of such Series of Securities a brief report
dated as of such reporting date that complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within
the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA §313(b)(2).
The Trustee will also transmit by electronic delivery or mail all reports as required by TIA §313(c).


 


(b)
A copy of each report at the time of its electronic delivery or mailing to the Holders shall be delivered electronically or mailed by
the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which such Series of Securities are listed
in accordance with TIA §313(d). 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.


 




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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


 


(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 deliver electronically or mail a notice of its succession to each Holder of each such Series. 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. 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.


 








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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;




 


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 Officer’s 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 Order 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.


 








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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 Order, 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, 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


 


(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 the principal of and interest on the outstanding Securities on the stated date for payment thereof or on the applicable
redemption date, as the case may be, and the Company must specify whether the Securities are being defeased to such stated date for payment
or to a particular redemption date;


 


(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 Officer’s 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 Officer’s 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 Officer’s 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.


 




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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 Officer’s
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 Officer’s 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:


 


(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 public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge
the principal of and interest on the outstanding Securities on the stated date for payment thereof or on the applicable redemption date,
as the case may be, and the Company must specify whether the Securities are being defeased to such stated date for payment or to a particular
redemption date;


 


(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 Officer’s 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, 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 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;


 


(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 comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act,
if applicable;


 


(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.


 




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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 under this Section
9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves
the substance thereof. After an amendment, supplement or waiver under this section becomes effective, the Company shall deliver electronically
or mail the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure by the
Company to deliver or mail such notice, as the case may be, or any defect therein, shall not, however, in any way impair or affect the
validity of any such amendment, supplement or waiver.


 


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
with respect to the redemption of Notes (other than as described herein)


 


(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 such consent 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 electronically or mailed by first-class mail addressed as follows:


 


If
to the Company:


 


REE
Automotive Ltd.


Kibbutz
Glil-Yam, 4690500, Israel


Attention:
Avital Futterman, General Counsel


Email:
avitalf@ree.auto


 


With
a copy to:


 


White
& Case LLP


1221
Avenue of the Americas


New
York, New York 10020


Attention:
Colin Diamond; Laura Katherine Mann


Email:
colin.diamond@whitecase.com; Laura Katherine Mann


 




If
to the Trustee:


 


[●]


[●]


Email: [●]


Attention: [●]

 


(b)
A copy of all notices to any Agent shall be sent to the Trustee at the address show above. The Company or the Trustee, by notice to the
other, may designate additional or different addresses for subsequent notices or communications.


 


(c)
Where this Indenture provides for notice of any event to Holders of a Series of Securities by the Company or the Trustee, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically or mailed, first-class
postage prepaid, to each Holder of a Securities of such series affected by such event, at such Holder’s address as it appears in
the Registrar’s books, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by first class
mail, postage prepaid, shall be deemed given five calendar days after mailing; notices sent by overnight delivery service will be deemed
given when delivered; and notices given electronically shall be deemed given when sent.


 




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(d)
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


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).


 


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 Officer’s 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 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
10.08 Counterparts.


 


(a)
This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which shall
be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this
Indenture and of signature pages electronically 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.


 




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(b)
The words “execution,” “signed,” “signature,” and words of like import shall
be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to
the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act.


 


Section
10.09 Governing Law. This Indenture and the Securities shall 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. THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY U.S. FEDERAL OR STATE COURT LOCATED IN THE
BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR SECURITIES.


 


Section
10.10 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.


 


Section
10.11 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
10.12 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
10.13 Effect of Table of Contents and Headings. 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
10.14 Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s
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 that are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series that 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 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.


 




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Section
10.15 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 a Legal Holiday, 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 Business 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.


 


Section
10.16 USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like
all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and
record information that identifies each person or legal entity that establishes a relationship or opens an account. The Company agrees
that it will provide the Trustee with information about the Company as the Trustee may reasonably request in order for the Trustee to
satisfy the requirements of the USA PATRIOT Act.


 


Section
10.17 FATCA. In order to comply with Sections 1471 - 1474 of the Code, any current or future regulations or official
interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the
foregoing, any similar law or regulations adopted pursuant to such an intergovernmental agreement or any agreements entered into
pursuant to Section 1471(b)(1) of the Code (“FATCA”) that a foreign financial institution, issuer, trustee,
paying agent, or other party is or has agreed to be subject to related to this Indenture, the Company agrees (i) to use commercially
reasonably efforts to provide to the Trustee sufficient information about the parties and/or transactions (including any
modification to the terms of such transactions) that is reasonably requested by the Trustee so the Trustee can determine whether it
has tax related obligations under FATCA, and (ii) that the Trustee shall be entitled to make any withholding or deduction from
payments under this Indenture to the extent necessary to comply with FATCA for which the Trustee shall not have any liability. The
terms of this paragraph shall survive the satisfaction and discharge of this Indenture.


 




    29


    	



    

 


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


 


	 	REE
    AUTOMOTIVE LTD.,
	 	as
    issuer
	 	 	 
	 	By:	 
	 	 	Name:	            
	 	 	Title:	 


 


[Signature
Page to the Indenture]


 




    30


    	



    

 


The
undersigned agrees to act as Trustee, Paying Agent and Registrar:


 


	 	[●],
	 	as
    trustee
	 	 
	 	By:	 
	 	 	Name:	       
	 	 	Title:	 


  


[Signature
Page to the Indenture]


 


 


31