Form F-3ASR STRATASYS LTD.
As filed with the Securities and Exchange Commission on March 2, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Stratasys
Ltd.
(Exact name of registrant as specified in its charter)
Israel |
Not Applicable | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
c/o Stratasys, Inc. | 1 Holtzman Street, Science Park | |
7665 Commerce Way | P.O. Box 2496 | |
Eden Prairie, Minnesota 55344 | Rehovot, Israel 76124 | |
(952) 937-3000 | +972-74-745-4400 | |
(Address and telephone number of registrant's principal executive offices) |
Richard
Garrity
c/o Stratasys, Inc.
7665 Commerce Way
Eden Prairie, Minnesota 55344
(952) 937-3000
(Name, address, and telephone number of agent for service)
Copies to:
J. David Chertok, Adv. | Marc Recht, Esq. |
Jonathan M. Nathan, Adv. | Jaime L. Chase, Esq. |
Meitar | Law Offices | Eric Blanchard, Esq. |
16 Abba Hillel Silver Rd. | Cooley LLP |
Ramat Gan 52506, Israel | 500 Boylston Street, 14th Floor |
Tel: +972-3-610-3100 | Boston, Massachusetts 02116-3736 |
Tel: (617) 937-2316 |
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement. If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐ If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. ☒ If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐ If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒ If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐ Indicate by check mark whether the Registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933. If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of
the Securities Act. ☐ † The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012. CALCULATION OF REGISTRATION FEE
(1) An indeterminate aggregate offering price and number or
amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate
prices in one or more offerings. Separate consideration may or may not be received for securities that are issuable on exercise,
conversion or exchange of other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the
“Securities Act”), the securities being registered hereunder include such indeterminate number of securities
as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar
transactions. (2) In accordance with Rules 456(b) and 457(r) under the Securities
Act, the registrant is deferring payment of the entirety of the registration fee in respect of the offering(s) under this registration
statement. (3) Also includes such indeterminate number of ordinary shares
of the registrant as may be issued upon exercise, conversion or exchange of these other securities. Separate consideration may
or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities. (4) There are being registered hereby such indeterminate number
of warrants as may be issued at indeterminate prices. Such warrants may be issued together with any of the other securities registered
hereby. Warrants may be exercised to purchase any of the other securities registered hereby. PROSPECTUS STRATASYS LTD. ORDINARY SHARES DEBT SECURITIES We may from
time to time offer to sell our ordinary shares, par value 0.01 New Israeli Shekels per share, warrants, debt securities, either
separately or in combination, in one or more offerings, at prices and on terms described in one or more supplements to this prospectus.
In addition, this prospectus may be used to offer ordinary shares for the account of persons other than us. Each time
we or any selling security holder sell securities, we will provide a supplement to this prospectus that contains specific information
about the offering and the terms of the securities. The supplement may also add, update or change information contained in this
prospectus. We may also authorize one or more free writing prospectuses to be provided in connection with a specific offering.
You should read this prospectus, any prospectus supplement and any free writing prospectus before you invest in any of our securities. We or any selling security holder may sell
the securities independently or together with any other securities registered hereunder to or through one or more underwriters,
dealers and agents, or directly to purchasers, or through a combination of these methods, on a continuous or delayed basis. See
“Plan of Distribution.” If any underwriters, dealers or agents are involved in the sale of any of the securities, their
names, any applicable purchase price, fee, commission or discount arrangements between or among them, will be set forth, or will
be calculable from the information set forth, in the applicable prospectus supplement. Our ordinary
shares are traded on the Nasdaq Global Select Market under the symbol “SSYS.” You should read both this prospectus,
any supplement to this prospectus and the additional information described under the heading “Incorporation of Certain Documents
by Reference,” before you decide to invest in our securities. Investing in our securities involves
a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus, in the documents incorporated
by reference herein or in any applicable supplement to this prospectus to read about factors you should consider before purchasing
our securities. Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
on completeness or the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is March 1,
2021 TABLE OF CONTENTS i This prospectus
is part of an “automatic shelf” registration statement on Form F-3 that we filed with the U.S. Securities and Exchange
Commission, or the Commission, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of
1933, as amended, or the Securities Act, using a “shelf” registration process. Under this process, we may offer and
sell from time to time, in one or more offerings, the securities described in this prospectus, and certain shareholders may offer
and sell from time to time, in one or more offerings, the ordinary shares described in this prospectus. We sometimes refer
to our ordinary shares as the “shares” throughout this prospectus. When we or
a selling shareholder sell securities, to the extent legally required, we will provide you with a prospectus supplement that describes
the specific amounts, prices and terms of such offering. Such a prospectus supplement may also add, update or change information
contained in this prospectus. You should read carefully both this prospectus and any prospectus supplement together with additional
information described below under “Where You Can Find More Information and Incorporation of Certain Information by Reference.” This prospectus
does not contain all of the information provided in the registration statement of which it is a part that we filed with the Commission.
For further information about us or our ordinary shares, you should refer to that registration statement, which you can obtain
from the Commission as described below under “Where You Can Find More Information and Incorporation of Certain Information
by Reference.” We are responsible
for the information contained in or incorporated by reference in this prospectus and any applicable prospectus supplement and any
free writing prospectus that we prepare or authorize. We have not authorized anyone to provide you with different information,
and we take no responsibility for any other information that others may give you. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information contained in this prospectus and any prospectus supplement is accurate on any date subsequent
to the date set forth on the front of the document or that any information that we have incorporated by reference is correct on
any date subsequent to the date of the document incorporated by reference. Our business, financial condition, results of operations
and prospects may have changed since those dates. We or any
selling shareholders may sell our ordinary shares to underwriters (or, in the case of an offering by us, other securities referred
to in this prospectus and any applicable prospectus supplement) who will sell the shares or other securities to the public at a
fixed offering price or at varying prices determined at the time of sale. In that case, a prospectus supplement will contain the
names of the underwriters, dealers or agents, if any, together with the terms of the offering, and the compensation of those underwriters,
dealers or agents. Any underwriters, dealers or agents participating in the offering may be deemed “underwriters” within
the meaning of the Securities Act. Unless otherwise
mentioned or unless the context requires otherwise, all references in this prospectus to: “Stratasys,”
the “Company,” the “Registrant,” “us,” “we,” “our” and “our company”
are to Stratasys Ltd., an Israeli company, and its consolidated subsidiaries. “Our
shares,” “ordinary shares” and similar expressions refer to our Ordinary Shares, par value 0.01 New Israeli Shekels,
or NIS, per share. “Dollars,”
“US dollars” or “$” are to United States Dollars. About Stratasys Ltd. We are a
global leader in connected, polymer-based 3D printing solutions, across the entire manufacturing value chain. Specifically, we
are focused on polymers and technologies that address fast-growing manufacturing solutions, which we view as the biggest potential
growth opportunity in the 3D printing industry. Leveraging distinct competitive advantages that include a broad set of best-in-class
3D printing platforms, software, materials and technology partner ecosystems, innovative leadership, and a global GTM infrastructure,
we are positioned to expand further in a significant and growing global marketplace. Our approximately 1,600 granted and pending
additive technology patents to date have been used to create models, prototypes, manufacturing tools, and production parts for
a multitude of industries including aerospace, automotive, transportation, healthcare, consumer products, dental, medical, and
education. Our products and comprehensive solutions improve product quality, development time, cost, and time-to-market. Our additive
manufacturing ecosystem of solutions and expertise includes materials, software, expert services, and on-demand parts production.
By the end of 2020, we estimate that we derived over 25% of our revenues from manufacturing solutions. With the recent acquisition of
Origin Inc., or Origin, a provider of photopolymer solutions for production-oriented applications, which closed on
December 31, 2020, we expanded our leadership through innovation in the fast-growing mass production parts segment with a
next-generation photopolymer platform. Origin’s pioneering approach to additive manufacturing of end-use parts will
enable us to serve a large market with manufacturing-grade 3D printers, utilizing Programmable PhotoPolymerization
(P3). This technology precisely controls light, heat, and force, among other variables, to produce parts with
exceptional accuracy and consistency and enables a broad range of chemistry which turns into unique production grade
properties. Our legal and commercial
name is Stratasys Ltd., and we are the product of the 2012 merger of two leading additive manufacturing companies, Stratasys,
Inc. and Objet Ltd. Stratasys, Inc. was incorporated in Delaware in 1989, and Objet Ltd. was incorporated in Israel in 1998.
As part of that merger transaction, the ordinary shares of Stratasys Ltd. were listed on the Nasdaq Global Select Market
under the trading symbol “SSYS.” We have acquired a number of companies since that time, including: Cooperation
Technology Corporation, or MakerBot, a leader in desktop 3D printing, which owned and operated Thingiverse.com, a website
dedicated to the sharing of user-created digital design files; and Solid Concepts and Harvest Technologies, two leading
providers of additive manufacturing services. Following those last two acquisitions, we introduced our branded Stratasys
Direct Manufacturing, or SDM, service, which significantly broadened and increased our production and offering of AM parts,
which are used by our customers as prototypes, benchmarks and end-use parts. In December 2020, we acquired 3D
printing start-up, Origin Inc., or Origin, and its proprietary P3 Programmable PhotoPolymerization technology,
which we expect to be an important growth engine for our company. The acquisition was aimed at fortifying our leadership in polymers
and production applications of 3D printing in industries such as dental, medical, tooling, and select industrial, defense, and
consumer goods markets. We have dual headquarters. Our registered
office and one of our two principal places of business is located at 1 Holtzman Street, Science Park, P.O. Box 2496, Rehovot 76124,
Israel, and our telephone number at that office is (+972)-74-745-4314. Our other principal place of business is located at 7665
Commerce Way, Eden Prairie, Minnesota, and our telephone number there is (952) 937-3000. Our agent in the United States is Richard
Garrity, President of our Delaware subsidiary, Stratasys, Inc., whose address is c/o Stratasys, Inc. at the address of our Eden
Prairie, Minnesota headquarters. Our website address is www.stratasys.com. The information contained on that website (or on our
other websites, including www.objet.com) is not a part of this prospectus. As an Israeli company, we operate under the provisions
of the Israeli Companies Law, 5759-1999, or the Companies Law. An investment
in our securities involves a high degree of risk. You should carefully consider the risks described in the sections entitled “Risk
Factors” in any prospectus supplement and those set forth in documents incorporated by reference into this prospectus and
any applicable prospectus supplement, including in our most recent Annual Report on Form 20-F filed with the Commission, and in
our quarterly updates to those risk factors contained in the Reports of Foreign Private Issuer on Form 6-K regarding our financial
condition and results of operations that we furnish to the Commission on a quarterly basis, as well as other information in this
prospectus and any prospectus supplement, before purchasing any of our securities. Each of the risks described in these sections
and documents could materially and adversely affect our business, financial condition, results of operations and prospects, and
could result in a loss of your investment. Additional risks and uncertainties known or not known to us or that we deem immaterial
may also impair our business, financial condition, results of operations and prospects. NOTE REGARDING FORWARD-LOOKING STATEMENTS This
prospectus contains, and any accompanying prospectus supplement will contain, forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, and the Private Securities Litigation Reform Act of 1995. Also, documents that we incorporate by reference into this
prospectus, including documents that we subsequently file with the Commission, will contain forward-looking statements. Forward-looking
statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You
can generally identify forward-looking statements as statements containing the words “may,” “will,” “could,”
“should,” “expect,” “anticipate,” “intend,” “estimate,” “believe,”
“project,” “plan,” “assume” or other similar expressions, or negatives of those expressions,
although not all forward-looking statements contain these identifying words. All statements contained or incorporated by reference
into this prospectus and any prospectus supplement regarding our future strategy, future operations, projected financial position,
proposed products, estimated future revenues, projected costs, future prospects, the future of our industry and results that might
be obtained by pursuing management’s current plans and objectives are forward-looking statements. You
should not place undue reliance on our forward-looking statements because the matters they describe are subject to certain risks,
uncertainties and assumptions that are difficult to predict. Our forward-looking statements are based on the information currently
available to us and speak only as of the date on the cover of this prospectus, the date of any prospectus supplement, or, in the
case of forward-looking statements incorporated by reference, the date of the filing that includes the statement. Over time, our
actual results, performance or achievements may differ from those expressed or implied by our forward-looking statements, and such
difference might be significant and materially adverse to our security holders. Except as may be required by applicable law, we
undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events
or otherwise. We
have identified some of the important factors that could cause future events to differ from our current expectations and they may
be described in supplements to this prospectus (if any) under the caption “Risk Factors,” as well as in our most recent
Annual Report on Form 20-F, including without limitation under the captions “Risk Factors” and “Operating and
Financial Review and Prospects,” and in other documents that we may furnish to, or file with, the Commission, all of which
you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus
and any prospectus supplement. OFFER STATISTICS AND EXPECTED TIMETABLE We
will include in an applicable prospectus supplement or in other offering materials the statistics related to any primary offering
by us of our securities, or secondary offering by selling shareholders of ordinary shares, under the registration statement of
which this prospectus forms a part, and the expected timetable for any such offering. Any prospectus supplement or any other offering
materials may also add, update or change information contained in this prospectus. You should carefully read this prospectus, any
prospectus supplement and any other offering materials before you invest in any securities in any such offering. REASONS FOR THE OFFER AND USE OF PROCEEDS Unless
otherwise stated in a prospectus supplement accompanying this prospectus, we are conducting the primary offering hereunder for
general capital raising purposes, and will use the net proceeds from the sale of any securities that we may offer hereunder for
general corporate purposes. Such general corporate purposes may include, but are not limited to, financing possible acquisitions,
working capital, capital expenditures and redeeming outstanding securities. The prospectus supplement relating to an offering will
contain a more detailed description of the reasons for the offering and use of proceeds of any specific offering of securities
(if more specific than what is described in this paragraph). Ordinary
shares may be offered by selling shareholders under a supplement to this prospectus. We will not receive any of the proceeds from
the sale or other disposition of our ordinary shares by the selling shareholders in any offering by them. CAPITALIZATION AND INDEBTEDNESS Each prospectus
supplement will include information on our capitalization and indebtedness. DESCRIPTION OF ORDINARY SHARES
Our authorized share capital consists of (and consisted of, as of December 31, 2020) 180 million ordinary shares, par value NIS
0.01 per share. As of December 31, 2020, we had 56,617,225 ordinary shares outstanding, compared to 54,440,534 ordinary shares
outstanding as of December 31, 2019. The large majority of the additional ordinary shares issued during the 2020 year consisted
of the 1,488,258 ordinary shares that we issued to, or for the benefit of, the stockholders of Origin (including escrow
shares) upon the closing of our acquisition of Origin on December 31, 2020. The remaining ordinary shares issued during 2020 were
issued pursuant to, or upon exercise of, equity awards to directors, officers and/or other employees. As of February 16, 2021,
56,655,816 ordinary shares were issued and outstanding. We
may from time to time, by approval of a majority of our shareholders, increase our authorized share capital. Our fully paid ordinary
shares are issued in registered form and, subject to applicable securities laws, are freely transferable under our amended and
restated articles of association, as further amended (to which we refer herein as our amended articles). Under the Israeli Companies
Law, 5759-1999, or the Companies Law, we are required to maintain a major shareholder register listing for shareholders holding
5% or more of our outstanding ordinary shares. Our
amended articles and the laws of the State of Israel do not restrict the ownership or voting of ordinary shares by non-residents
of Israel, except with respect to individuals and entities that are residents of countries in a state of war with Israel, and except
with respect to entities which are controlled by residents of countries in a state of war with Israel. Listing, Register Number and Purpose Our
ordinary shares are listed and traded on the Nasdaq Global Select Market under the trading symbol “SSYS.” Our
registration number at the Israeli Registrar of Companies is 51-260769-8. Our purpose under our memorandum of association
and amended articles is to conduct all types of business as are permitted by law. Dividend and Liquidation Rights Subject
to any preferential, deferred or other rights or restrictions attached to any special class of shares with regard to dividends, holders
of our ordinary shares are entitled to their proportionate share of any cash dividend, share dividend or dividend in kind declared
with respect to our ordinary shares. Under the Companies Law and our amended articles, we may declare dividends only out of our
“profits,” as such term is defined in the Companies Law, and provided that the distribution does not create a reasonable
concern that the Company will be unable to meet its existing and anticipated obligations as they become due, or the “solvency
test.” Notwithstanding the foregoing, dividends may be paid even if we do not have “profits,” with the approval
of a court, provided that we meet the aforesaid solvency test. “Profits,” for purposes of the Companies Law, means
the greater of retained earnings or earnings accumulated during the preceding two years, after deduction of previous distributions
that were not already deducted from the surpluses, as evidenced by the most recent audited or reviewed financial statements of
the company prepared no more than six months prior to the date of distribution. Under
the Companies Law, the declaration of a dividend does not require the approval of the shareholders of a company unless the company’s
articles of association provide otherwise. Our amended articles provide that our board of directors may declare and distribute
dividends without the approval of the shareholders Our amended articles provide and that our
board of directors is entitled to invest any dividend which has not been claimed for a period of one (1) year after
having been declared, or to make use thereof in any other way for the benefit of the Company until such time as it is claimed.
We are not obligated to pay interest or linkage on an unclaimed dividend. In
the event of liquidation, holders of our ordinary shares will have the right to share ratably in any assets remaining after payment
of liabilities, in proportion to the paid-up par value of their respective holdings. These rights may be affected by the grant
of preferential liquidation or dividend rights to the holders of a class of shares that may be authorized in the future. Shareholder Meetings Holders
of ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders. This right may
be changed if shares with special voting rights are authorized in the future. Under
the Companies Law, an annual general meeting of our shareholders should be held once every calendar year, but no later than 15
months from the date of the previous annual general meeting. All
meetings other than the annual general meeting of shareholders are referred to as extraordinary general meetings. Our board of
directors may call extraordinary general meetings whenever it sees fit, at such time and place, within or outside of Israel, as
it may determine. In addition, the Companies Law and our amended articles provide that our board of directors is required to convene
an extraordinary general meeting upon the written request of (i) any two of our directors or one-quarter of our board of directors
or (ii) one or more shareholders holding, in the aggregate, either (a) 5% of our outstanding issued shares and 1% of our outstanding
voting power or (b) 5% of our outstanding voting power. The Chairman of the Board of Directors or any other person appointed by
the Board of Directors for this purpose, presides at each of our general meetings. Subject
to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders that are entitled to participate
and vote at general meetings are the shareholders of record on a date decided by our board of directors, which may be between four
and 40 days prior to the date of the meeting. Furthermore, the Companies Law and the amended articles generally require that resolutions
regarding the following matters will be passed at a general meeting of our shareholders: The
Companies Law and the amended articles require that a notice of any annual general meeting or extraordinary general meeting be
provided to shareholders at least 21 days prior to the meeting, and if the agenda of the meeting includes the appointment or removal
of directors, the approval of transactions with office holders or interested or related parties, including appointing of a chief
executive officer of a company to a concurrent office as the chairman of the board of directors, or an approval of a merger, notice
must be provided at least 35 days prior to the meeting. Under
the Companies Law and the amended articles, shareholders are not permitted to take action via written consent in lieu of a meeting. Voting Rights Quorum requirements Pursuant
to our amended articles, holders of ordinary shares have one vote for each share held on all matters submitted to a vote before
the shareholders at a general meeting. The quorum required for a general meeting consists of at least two shareholders present
in person, by proxy or written ballot who hold or represent between them at least 25% of the total outstanding voting rights in
the Company. A meeting adjourned for lack of a quorum is generally adjourned to the same day in the following week at the same
time and place or to a later time and date if so specified in the notice of the meeting. At the reconvened meeting, any two or
more shareholders present in person or by proxy constitute a lawful quorum. Vote requirements Our amended
articles provide that all resolutions of our shareholders require the approval of a majority of the voting power present and voting
at a general meeting, in person or by proxy, unless otherwise required by the Companies Law or by the amended articles. Under the
Companies Law, subject to certain exceptions, each of (i) the approval of an extraordinary transaction with a controlling shareholder
or in which a controlling shareholder has a personal interest, (ii) the terms of employment or other engagement of the controlling
shareholder of the company or such controlling shareholder’s relative (even if not constituting an extraordinary transaction) and
(iii) the terms of employment of the chief executive officer, require, in addition to approval by the audit committee (or, in the
case of a compensatory arrangement, the compensation committee) and the board of directors, approval by a simple majority of the
shareholders, provided such majority fulfills one of the following requirements: Under the Companies Law, an extraordinary
transaction is a transaction: not in the ordinary course of business, not on market terms, or that is likely to have a material
impact on the company’s profitability, assets or liabilities. Under our amended articles, if our share
capital is divided into classes, the alteration of the rights, privileges, preferences or obligations of any class of share capital
will require approval by a majority of the voting power present and voting, in person or by proxy, at a class meeting of the class
so affected (or such other percentage of the relevant class that may be set forth in the governing documents relevant to such class). Shareholder Duties The Companies Law provides that a shareholder,
in exercising his or her rights and performing his or her obligations toward the company and its other shareholders, must act in
good faith and in a customary manner, and avoid abusing his or her power, among other things, when voting at general meetings on
matters such as changes to the articles of association, increasing the company’s registered capital, mergers and approval
of related party transactions. In addition, specified shareholders have a duty of fairness toward the company. These shareholders
include any controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder
vote and any shareholder who, pursuant to the provisions of the company’s articles of association, has the power to appoint
or prevent the appointment of an office holder or any other power with respect to the company. The Companies Law does not define
the substance of this duty of fairness. However, a shareholder’s breach of the duty of fairness is subject to laws regarding
breaches of contracts and takes into account the status of such shareholder with respect to the company. Access to Corporate Records Under the Companies Law and our amended
articles, shareholders are provided access to the following corporate records: minutes of our general meetings; our shareholders
register and principal shareholders register, our amended articles and financial statements; and any document that we are required
by law to file publicly with the Israeli Companies Registrar or the Israel Securities Authority. In addition, shareholders may
request to be provided with any document related to an action or transaction requiring shareholder approval under the related party
transaction provisions of the Companies Law. We may deny this request if we believe it has not been submitted in good faith or
if such denial is necessary to protect our interest or protect a trade secret or patent. Modification of Class Rights The rights attached to any class of shares,
such as voting, liquidation and dividend rights, may be amended by adoption of a resolution by the holders of a majority of the
shares of that class present at a separate class meeting, or otherwise in accordance with the rights attached to such class of
shares, as set forth in our amended articles. Transfer Agent and Registrar Our transfer agent and registrar in the
United States is Continental Stock Transfer & Trust Company. Registration Rights None of our shareholders currently has
the right to request that we register the sale of our ordinary shares for them, other than shareholders that have been issued,
or may in the future be issued, ordinary shares by us pursuant to our acquisition of Origin, which was consummated on December
31, 2020, and for which we filed, on January 7, 2020, a registration statement on Form F-3 in order to fulfill our obligation to
register the resale of those shares under the definitive agreement whereby we acquired Origin. Anti-Takeover Provisions Except for provisions in our amended articles
that contain procedural guidelines and disclosure requirements with respect to the submission of shareholder proposals for shareholders
meetings, there are no specific provisions of our memorandum, amended articles or other constituent documents that would have an
effect of delaying, deferring or preventing a change in control of the Company or that would operate only with respect to a merger,
acquisition or corporate restructuring involving us (or any of our subsidiaries). However, as described below, certain provisions
of the Companies Law may have such effects. Full Tender Offer A person wishing
to acquire shares of a public Israeli company and who could as a result hold over 90% of the target company’s issued and
outstanding share capital or voting rights (or a class thereof) is required by the Companies Law to make a tender offer to all
of the target company’s shareholders for the purchase of all of the issued and outstanding shares of the target company (or
the applicable class). If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital
and voting rights of the company or of the applicable class, all of the shares that the acquirer offered to purchase will be transferred
to the acquirer by operation of law (provided that a majority of the offerees that do not have a personal interest in such tender
offer shall have approved it). However, a tender offer will also be accepted if the shareholders who do not accept the offer hold
less than 2% of the issued and outstanding share capital of the company or of the applicable class of shares. A shareholder who
had its shares so transferred, regardless of whether such shareholder agreed to the offer, may, at any time within six months
following the completion of the tender offer, petition the court to determine whether the tender offer was for less than fair value
and whether the fair value should be paid as determined by the court. However, an offeror may stipulate in the tender offer document
that a shareholder who accepts the offer waives its appraisal rights. If a tender offer is not accepted in accordance with the
requirements set forth above, the acquirer may not acquire shares of the company that will increase its holdings to more than 90%
of the company’s issued and outstanding share capital or voting rights or 90% of the shares or voting rights of the applicable
class, from shareholders who accepted the tender offer. Special Tender Offer The Companies
Law provides that an acquisition of shares of a public Israeli company must be made by means of a special tender offer if as a
result of the acquisition the purchaser could become a holder of 25% or more of the voting rights in the company, unless one of
the exemptions in the Companies Law (as described below) is met. This rule does not apply if there is already another holder of
at least 25% of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public
company must be made by means of a tender offer if as a result of the acquisition the purchaser could become a holder of more than
45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting
rights in the company, unless one of the exemptions in the Companies Law is met. These requirements
do not apply if the acquisition (i) occurs in the context of a private placement by the company that received shareholder
approval as a private placement whose purpose is to give the acquirer at least 25% of the voting rights in the company if there
is no person who holds 25% or more of the voting rights in the company, or as a private placement whose purpose is to give the
acquirer 45% of the voting rights in the company, if there is no person who holds 45% of the voting rights in the company, (ii) was
from a shareholder holding 25% or more of the voting rights in the company and resulted in the acquirer becoming a holder of 25%
or more of the voting rights in the company, or (iii) was from a holder of more than 45% of the voting rights in the company
and resulted in the acquirer becoming a holder of more than 45% of the voting rights in the company. A special tender
offer must be extended to all shareholders of a company but the offeror is not required to purchase shares representing more than
5% of the voting power attached to the company’s outstanding shares, regardless of how many shares are tendered by shareholders.
A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s outstanding
shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders
objected to the offer. If a special tender
offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such
controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not
enter into a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person
or entity undertook to effect such an offer or merger in the initial special tender offer. Merger The Companies Law
permits merger transactions if approved by each party’s board of directors and, unless certain requirements described under
the Companies Law are met, by a majority vote of each party’s shares, and, in the case of the target company, a majority
vote of each class of its shares, voted on the proposed merger at a shareholders meeting called with at least 35 days’ prior
notice. For purposes of
the shareholder vote, unless a court rules otherwise, the merger requires approval by a majority of the votes of shares represented
at the shareholders’ meeting that are held by parties other than the other party to the merger, or by any person (or group
of persons acting in concert) who holds (or hold, as the case may be) 25% or more of the voting rights or the right to appoint
25% or more of the directors of the other party to the merger. If, however, the merger involves a merger with a company’s
own controlling shareholder or if the controlling shareholder has a personal interest in the merger, then the merger is instead
subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders (as described
above under “Voting Rights—Vote requirements”). If the transaction
would have been approved by the shareholders of a merging company but for the separate approval of each class or the exclusion
of the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at
least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the
value of the parties to the merger and the consideration offered to the shareholders of the company that have petitioned the court
to approve the merger. Upon the request
of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists
a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of any of
the parties to the merger, and may further give instructions to secure the rights of creditors. In addition, a merger
may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed
by each party with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved
by the shareholders of each party. Preferred Share Issuance Under the Companies Law, we are allowed
to create and issue shares having rights different from those attached to our ordinary shares, including shares providing certain
preferred rights, distributions or other matters and shares having preemptive rights. No preferred shares are currently authorized
under our amended articles. In the future, if we do authorize, create and issue a specific class of preferred shares, such class
of shares, depending on the specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover
or otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization
and designation of a class of preferred shares will require an amendment to our amended articles, which requires the prior approval
of the holders of a majority of the voting power present and voting, in person or by proxy, at the applicable general meeting of
our shareholders. The convening of the meeting, the shareholders entitled to participate and the majority vote required to be obtained
at such a meeting will be subject to the requirements set forth in the Companies Law as described above under “—Voting
Rights.” DESCRIPTION OF OTHER SECURITIES We
will set forth in an applicable prospectus supplement a description of any warrants to purchase our ordinary shares or debt securities
that we may offer under this prospectus. The general form of indenture pursuant to which such debt securities may be offered is
set forth as Exhibit 4.4 to the registration statement of which this prospectus is a part. Certain income
tax considerations relating to the purchase, ownership and disposition of any of the securities offered by this prospectus will
be set forth in the applicable prospectus supplement relating to the offering of those securities. If the registration statement of which
this prospectus is a part is used by any selling shareholder for the resale of any ordinary shares registered thereunder, information
about such selling shareholder, its beneficial ownership of our securities and its relationship with us will be set forth in a
post-effective amendment to the registration statement, in a supplement to this prospectus, or in one or more documents incorporated
by reference into this prospectus or the applicable prospectus supplement. We may offer and sell our securities, and any selling shareholders
may offer and sell shares, in offerings hereunder to or through one or more underwriters, dealers and agents, or directly to purchasers,
on a continuous or delayed basis. We will provide the specific plan of distribution for any securities to be offered by us or by
selling shareholders in a supplement to this prospectus. The following table sets forth our expenses
(other than underwriting discounts and commissions) in connection with the offering described in the registration statement of
which this prospectus is a part: * In accordance with Rules 456(b) and 457(r) under the Securities Act, we are deferring payment of the registration fee for securities
offered under this prospectus. **Estimated expenses in respect of offerings hereunder are not
presently known. Once known, such expenses will be disclosed in separate prospectus supplements required to be filed in connection
with any such offerings, or as an exhibit to a filing with the Commission pursuant to the Exchange Act that is incorporated by
reference into this prospectus. The
validity of the ordinary shares offered by this prospectus will be passed upon by Meitar
Law Offices, Ramat-Gan, Israel. Unless otherwise indicated in the applicable prospectus supplement, the validity and
enforceability of the warrants and debt securities offered by this prospectus, and any supplement thereto, will be passed
upon for us by Cooley LLP, Boston, Massachusetts. The financial statements and management’s
assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual
Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form
20-F for the year ended December 31, 2020 have been so incorporated in reliance on the report of Kesselman &
Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered
public accounting firm, given on the authority of said firm as experts in auditing and accounting. WHERE YOU CAN FIND MORE INFORMATION We
are an Israeli company and are a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. As a result,
(1) our proxy solicitations are not subject to the disclosure and procedural requirements of Regulation 14A under the
Exchange Act, and (2) transactions in our equity securities by our officers and directors are exempt from Section 16
of the Exchange Act. In
addition, we are not required to file reports and financial statements with the Commission as frequently or as promptly as U.S.
companies whose securities are registered under the Exchange Act. However, we file with the Commission an Annual Report on Form 20-F
containing financial statements audited by an independent registered public accounting firm. We also furnish Reports of Foreign
Private Issuer on Form 6-K containing unaudited financial information for the first three quarters of each fiscal year and
other material information that we are required to make public in Israel, that we file with, and that is made public by, any stock
exchange on which our shares are traded, or that we distribute, or that is required to be distributed by us, to our shareholders. You
can read and copy any materials we file with the Commission at its website, which you can access at http://www.sec.gov. You may
also access the information that we file electronically with the Commission through our website at http://www.stratasys.com. The
information contained on, or linked from, our website does not form part of this prospectus. This
prospectus is part of a registration statement on Form F-3 filed by us with the Commission under the Securities Act. As permitted
by the rules and regulations of the Commission, this prospectus does not contain all of the information set forth in the registration
statement and the exhibits thereto filed with the Commission. For further information with respect to us and the ordinary shares,
warrants and debt securities that may be offered hereby by us, or the ordinary shares that may be offered by selling shareholders,
you should refer to the complete registration statement on Form F-3, including any prospectus supplement, which may be obtained
from the locations described above. Statements contained in this prospectus or in any prospectus supplement about the contents
of any contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to
the registration statement or any other document incorporated by reference into the registration statement, you should read the
exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document
is qualified in its entirety by reference to the actual document. We incorporate
by reference into this prospectus the documents listed below, and any future Annual Reports on Form 20-F, and all subsequent
Reports of Foreign Private Issuer on Form 6-K (to the extent that any such Form 6-K indicates that it is intended to
by incorporated by reference herein) filed with or furnished to the Commission pursuant to the Exchange Act prior to the termination
of the offering. The documents that we incorporate by reference are: The information that we incorporate by
reference is an important part of this prospectus, and later information that we file with the Commission will automatically be
incorporated into, update and supersede the information contained in this prospectus. Unless expressly incorporated by reference,
nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the Commission.
We shall provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference
into this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents.
Please direct your written or telephone requests to us at Stratasys Ltd., 1 Holtzman Street, Science Park, P.O. Box 2496,
Rehovot 76124, Israel, Attention: Yonah Lloyd—Chief Communications Officer, Telephone: +972-74-745-4300, email: [email protected]. ENFORCEABILITY OF CIVIL LIABILITIES We are incorporated under
the laws of the State of Israel. Service of process upon us and upon our directors, officers and any Israeli experts named in this
prospectus, substantially all of whom reside outside of the United States, may be difficult to obtain within the United States.
Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside of
the United States, any judgment obtained in the United States against us or any of our directors and officers may not
be collectible within the United States. We have been informed by
our legal counsel in Israel, Meitar Law Offices, that it may be difficult to assert U.S. securities law claims in original actions
instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws because Israel
is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim,
it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content
of applicable U.S. law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure
will also be governed by Israeli law. We have irrevocably appointed
Stratasys, Inc. as our agent to receive service of process in any action against us in any United States federal or state
court arising out of the offering under this prospectus or any purchase or sale of securities in connection with any such offering.
Subject to specified time limitations and legal procedures, Israeli courts may enforce a United States judgment in a civil
matter which, subject to certain exceptions, is non-appealable, including a judgment based upon the civil liability provisions
of the Securities Act or the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided
that, among other things: If a foreign judgment is enforced by an
Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and
transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency
is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on
the date of the judgment. Current Israeli exchange control regulations also permit a judgment debtor to make payment in foreign
currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked
to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time.
Judgment creditors must bear the risk of unfavorable exchange rates.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 8. Indemnification of Directors and Officers Under the Companies Law, a company
may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office
holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach
of duty of care but only if a provision authorizing such exculpation is included in its articles of association. Our amended and
restated articles of association include such a provision. The company may not exculpate in advance a director from liability arising
out of a prohibited dividend or distribution to shareholders. Under the Companies Law, a company
may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed by him or her as
an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of
association include a provision authorizing such indemnification: Under the Companies Law, a company
may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder, if
and to the extent provided in the company’s articles of association: Under the Companies Law, a company
may not indemnify, exculpate or insure an office holder against any of the following: Under the Companies Law, exculpation,
indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board
of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders. Our articles permit us to exculpate,
indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Companies Law. We have obtained
directors’ and officers’ liability insurance for the benefit of our office holders and intend to continue to maintain
such coverage and pay all premiums thereunder to the fullest extent permitted by the Companies Law. In addition, we have entered
into agreements with each of our directors and executive officers exculpating them from liability to us for damages caused to us
as a result of a breach of duty of care and undertaking to indemnify them, in each case, to the fullest extent permitted by our
articles and Israeli law, including with respect to liabilities resulting from a public offering of our shares, to the extent that
these liabilities are not covered by insurance. Each of
the foregoing indemnification obligations is limited both in terms of amount and coverage. In the opinion of the Commission, however,
indemnification of directors and office holders for liabilities arising under the Securities Act is against public policy and therefore
unenforceable. Item 9. Exhibits Item 10. Undertakings (a) The undersigned registrant hereby
undertakes: (1) to file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”); (ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; (iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that paragraphs (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference into
the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement. (2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. (3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) To file a post-effective amendment
to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed
offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the
Securities Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information
in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective
amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act
or Item 8. A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15 (d) of the Exchange Act that are incorporated by reference
into the registration statement. (5) That, for the purpose of determining
liability under the Securities Act to any purchaser: (i) (a) Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and (b) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the
Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date. (6) That, for the purpose of determining
liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing
prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and (iv) Any other communication that is an
offer in the offering made by the undersigned registrant to the purchaser. (b) The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. (c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue. (d) To file an application for the purpose
of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in
accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939. SIGNATURES Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunder duly authorized, in the city of Rehovot, Israel, on March 2, 2021. KNOW ALL PERSONS BY THESE PRESENTS that
the undersigned officers and directors of Stratasys Ltd., an Israeli company, do hereby constitute and appoint Yoav Zeif, Chief
Executive Officer, and Lilach Payorski, Chief Financial Officer, and each of them, their lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents,
and any one of them, determine may be necessary or advisable or required to enable said company to comply with the Securities Act
of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with
this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration
Statement, to any and all post-effective amendments and supplements to this Registration Statement, and to any and all instruments
or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned
has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the
dates indicated. AUTHORIZED REPRESENTATIVE IN Stratasys, Inc. Exhibit 4.4 Stratasys Ltd., _______________ INDENTURE _______________ Debt Securities Table Of Contents i Table
Of Contents (continued) ii Table
Of Contents (continued) iii Table
Of Contents (continued) iv INDENTURE Indenture,
dated as of [●], 20__, among Stratasys Ltd., a Delaware corporation (the “Company”), and [Trustee],
as trustee (the “Trustee”): Whereas,
for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal
amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons,
to be authenticated by the certificate of the Trustee; Whereas,
to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly
authorized the execution of this Indenture; and Whereas,
all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. Now,
Therefore, in consideration of the premises and the purchase of the Securities by the holders thereof, it is mutually
covenanted and agreed as follows for the equal and ratable benefit of the holders of Securities: article
1 Section 1.01 Definitions
of Terms. The terms defined in
this Section (except as in this Indenture or any indenture supplemental hereto otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings
specified in this Section and shall include the plural as well as the singular. All other terms used in this Indenture that are
defined in the Trust Indenture Act of 1939, as amended, or that are by reference in such Act defined in the Securities Act of 1933,
as amended (except as herein or any indenture supplemental hereto otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at
the date of the execution of this instrument. “Authenticating
Agent” means the Trustee or an authenticating agent with respect to all or any of the series of Securities appointed
by the Trustee pursuant to Section 2.10. “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. “Board
of Directors” means the Board of Directors (or the functional equivalent thereof) of the Company or any duly authorized
committee of such Board. 1 “Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have
been duly adopted by the Board of Directors (or duly authorized committee thereof) and to be in full force and effect on the date
of such certification. “Business
Day” means, with respect to any series of Securities, any day other than a day on which federal or state banking
institutions in the Borough of Manhattan, the City of New York, or in the city of the Corporate Trust Office of the Trustee, are
authorized or obligated by law, executive order or regulation to close. “Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time. “Company”
means Stratasys Ltd., a corporation duly organized and existing under the laws of the State of Israel, and, subject to the provisions
of Article Ten, shall also include its successors and assigns. “Corporate
Trust Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall
be principally administered, which office at the date hereof is located at
. “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. “Defaulted
Interest” has the meaning set forth in Section 2.03. “Depositary”
means, with respect to Securities of any series for which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, another clearing agency, or any successor registered as a clearing agency under
the Exchange Act, or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.01 or 2.11. “Event
of Default” means, with respect to Securities of a particular series, any event specified in Section 6.01, continued
for the period of time, if any, therein designated. “Exchange
Act” means the United States Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated
by the Commission thereunder. The term “given”,
“mailed”, “notify” or “sent” with respect to any
notice to be given to a Securityholder pursuant to this Indenture, shall mean notice (x) given to the Depositary (or its designee)
pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted
practices or procedures at the Depositary (in the case of a Global Security) or (y) mailed to such Securityholder by first class
mail, postage prepaid, at its address as it appears on the Security Register (in the case of a definitive Security). Notice so
“given” shall be deemed to include any notice to be “mailed” or “delivered,” as applicable,
under this Indenture. 2 “Global
Security” means a Security issued to evidence all or a part of any series of Securities which is executed by the
Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all
in accordance with the Indenture, which shall be registered in the name of the Depositary or its nominee. “Governmental
Obligations” means securities that are (a) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged or (b) 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 that, in either case, are not callable or redeemable at the option of the issuer
thereof at any time prior to the stated maturity of the Securities, and shall also include a depositary receipt issued by a bank
or trust company as custodian with respect to any such Governmental Obligation or a specific payment of principal of or interest
on any such Governmental Obligation held by such custodian for the account of the holder of such depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in respect of the Governmental Obligation or the specific
payment of principal of or interest on the Governmental Obligation evidenced by such depositary receipt. “herein”,
“hereof” and “hereunder”, and other words of similar import, refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision. “Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof and shall include the terms of particular series of Securities
established as contemplated by Section 2.01. “Interest
Payment Date”, when used with respect to any installment of interest on a Security of a particular series, means
the date specified in such Security or in a Board Resolution or in an indenture supplemental hereto with respect to such series
as the fixed date on which an installment of interest with respect to Securities of that series is due and payable. “Officer”
means, with respect to the Company, the chairman of the Board of Directors, a chief executive officer, a president, a chief financial
officer, a chief operating officer, any executive vice president, any senior vice president, any vice president, the treasurer
or any assistant treasurer, the controller or any assistant controller or the secretary or any assistant secretary. “Officer’s
Certificate” means a certificate signed by any Officer. Each such certificate shall include the statements provided
for in Section 13.07, if and to the extent required by the provisions thereof. “Opinion
of Counsel” means an opinion in writing subject to customary exceptions of legal counsel, who may be an employee
of or counsel for the Company, that is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall include
the statements provided for in Section 13.07, if and to the extent required by the provisions thereof. 3 “Outstanding”,
when used with reference to Securities of any series, means, subject to the provisions of Section 8.04, as of any particular time,
all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that
have previously been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the
Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent);
provided, however, that if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice
of such redemption shall have been given as provided in Article Three, or provision satisfactory to the Trustee shall have been
made for giving such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated
and delivered pursuant to the terms of Section 2.07. “Person”
means any individual, corporation, partnership, joint venture, joint-stock company, limited liability company, association, trust,
unincorporated organization, any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof. “Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered
under Section 2.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security. “Responsible
Officer” when used with respect to the Trustee means any officer within the Corporate Trust Office of the Trustee
(or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed
by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and in each case
who shall have direct responsibility for the administration of this Indenture. “Securities”
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture. “Securities Act” means the Securities
Act of 1933, as amended. “Securityholder”, “holder
of Securities”, “registered holder”, or other similar term, means the Person or Persons
in whose name or names a particular Security is registered on the Security Register kept for that purpose in accordance with the
terms of this Indenture. “Security
Register” and “Security Registrar” shall have the meanings as set forth in Section 2.05. “Subsidiary” means,
with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total
voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or
controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii)
one or more Subsidiaries of such Person. 4 “Trustee”
means _________________________, and, subject to the provisions of Article Seven, shall also include its successors and assigns,
and, if at any time there is more than one Person acting in such capacity hereunder, “Trustee” shall mean each such
Person. The term “Trustee” as used with respect to a particular series of the Securities shall mean the trustee with
respect to that series. “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended. “U.S.A.
Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Pub. L. 107-56, as amended and signed into law October 26, 2001. article
2 Section 2.01 Designation
and Terms of Securities. (a) 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 up to the aggregate principal amount of Securities of that series from time to time authorized by
or pursuant to a Board Resolution or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities
of any series, there shall be established in or pursuant to a Board Resolution, and set forth in an Officer’s Certificate,
or established in one or more indentures supplemental hereto: (1) the title
of the Securities of the series (which shall distinguish the Securities of that series from all other Securities); (2) any limit
upon the aggregate principal amount of the Securities of that 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 that series); (3) the maturity
date or dates on which the principal of the Securities of the series is payable; (4) the form
of the Securities of the series including the form of the certificate of authentication for such series; (5) the applicability
of any guarantees; 5 (6) whether
or not the Securities will be secured or unsecured, and the terms of any secured debt; (7) whether
the Securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any
subordination; (8) if the price
(expressed as a percentage of the aggregate principal amount thereof) at which such Securities will be issued is a price other
than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the
maturity thereof, or if applicable, the portion of the principal amount of such Securities that is convertible into another security
or the method by which any such portion shall be determined; (9) the interest
rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue,
the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; (10) the Company’s
right, if any, to defer the payment of interest and the maximum length of any such deferral period; (11) if applicable,
the date or dates after which, or the period or periods during which, and the price or prices at which, the Company may at its
option, redeem the series of Securities pursuant to any optional or provisional redemption provisions and the terms of those redemption
provisions; (12) the date
or dates, if any, on which, and the price or prices at which the Company is obligated, pursuant to any mandatory sinking fund or
analogous fund provisions or otherwise, to redeem, or at the Securityholder’s option to purchase, the series of Securities
and the currency or currency unit in which the Securities are payable; (13) the denominations
in which the Securities of the series shall be issuable, if other than denominations of one thousand U.S. dollars ($1,000) or any
integral multiple thereof; (14) any and
all terms, if applicable, relating to any auction or remarketing of the Securities of that series and any security for the obligations
of the Company with respect to such Securities and any other terms which may be advisable in connection with the marketing of Securities
of that series; (15) whether
the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities;
and the Depositary for such Global Security or Securities; (16) if applicable,
the provisions relating to conversion or exchange of any Securities of the series and the terms and conditions upon which such
Securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be
calculated and may be adjusted, any mandatory or optional (at the Company’s option or the holders’ option) conversion
or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange,
which may, without limitation, include the payment of cash as well as the delivery of securities; 6 (17) if other
than the full principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.01; (18) additions
to or changes in the covenants applicable to the series of Securities being issued, including, among others, the consolidation,
merger or sale covenant; (19) additions
to or changes in the Events of Default with respect to the Securities and any change in the right of the Trustee or the Securityholders
to declare the principal, premium, if any, and interest, if any, with respect to such Securities to be due and payable; (20) additions
to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance; (21) additions
to or changes in the provisions relating to satisfaction and discharge of this Indenture; (22) additions
to or changes in the provisions relating to the modification of this Indenture both with and without the consent of Securityholders
of Securities issued under this Indenture; (23) the currency
of payment of Securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars; (24) whether
interest will be payable in cash or additional Securities at the Company’s or the Securityholders’ option and the terms
and conditions upon which the election may be made; (25) the terms
and conditions, if any, upon which the Company shall pay amounts in addition to the stated interest, premium, if any and principal
amounts of the Securities of the series to any Securityholder that is not a “United States person” for federal tax
purposes; (26) any restrictions
on transfer, sale or assignment of the Securities of the series; and (27) any other
specific terms, preferences, rights or limitations of, or restrictions on, the Securities, any other additions or changes in the
provisions of this Indenture, and any terms that may be required by us or advisable under applicable laws or regulations. All Securities of any
one series shall be substantially identical except as may otherwise be provided in or pursuant to any such Board Resolution or
in any indentures supplemental hereto. If any of the terms
of the series are established by action taken pursuant to a Board Resolution of the Company, a copy of an appropriate record of
such action shall be certified by the secretary or an assistant secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Officer’s Certificate of the Company setting forth the terms of the series. 7 Securities of any particular
series may be issued at various times, with different dates on which the principal or any installment of principal is payable,
with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates
on which such interest may be payable and with different redemption dates. Section 2.02 Form
of Securities and Trustee’s Certificate. The Securities of any
series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially of the tenor
and purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution, and set forth in an
Officer’s Certificate, and they may have such letters, numbers or other marks of identification or designation and such legends
or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with
the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto
or with any rule or regulation of any securities exchange on which Securities of that series may be listed, or to conform to usage. Section 2.03 Denominations:
Provisions for Payment. The Securities shall
be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof,
subject to Section 2.01(a)(13). The Securities of a particular series shall bear interest payable on the dates and at the rate
specified with respect to that series. Subject to Section 2.01(a)(23), the principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption or repurchase thereof prior to maturity, and any cash amount due upon
conversion or exchange thereof, shall be payable in the coin or currency of the United States of America that at the time is legal
tender for public and private debt, at the office or agency of the Company maintained for that purpose. Each Security shall be
dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed of twelve
30-day months. The interest installment
on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that
series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close
of business on the regular record date for such interest installment. In the event that any Security of a particular series or
portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest
Payment Date and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of
such Security as provided in Section 3.03. Any interest on any
Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securities of the same
series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant
regular record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election,
as provided in clause (1) or clause (2) below: 8 (1) The Company
may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective Predecessor
Securities) are registered in the Security Register at the close of business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon
the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less
than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor
to be sent, to each Securityholder not less than 10 days prior to such special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been sent as aforesaid, such Defaulted Interest shall be paid to
the Persons in whose names such Securities (or their respective Predecessor Securities) are registered in the Security Register
on such special record date. (2) The Company
may make payment of any Defaulted Interest on any Securities in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall
be deemed practicable by the Trustee. Unless otherwise set
forth in a Board Resolution or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term “regular record date” as used in this Section with respect to a series of Securities
and any Interest Payment Date for such series shall mean either the fifteenth day of the month immediately preceding the month
in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the first day of a month, or the first day of the month in which an Interest Payment Date established for such series pursuant
to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is
a Business Day. Subject to the foregoing
provisions of this Section, each Security of a series delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Security of such series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried
by such other Security. 9 Section 2.04 Execution
and Authentications. The Securities shall
be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use
the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that
at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer
of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage.
Each Security shall be dated the date of its authentication by the Trustee. A Security shall not
be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature
shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the
holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together
with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee
in accordance with such written order shall authenticate and deliver such Securities. Upon the Company’s
delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture,
the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected
in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions
precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. The Trustee shall not
be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s
own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable
to the Trustee. Section 2.05 Registration
of Transfer and Exchange. (a) Securities
of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for
other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient
to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities
so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver
in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled
to receive, bearing numbers not contemporaneously outstanding. (b) The Company
shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to
as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be
open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein
provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). 10 Upon surrender for
transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities
of the same series as the Security presented for a like aggregate principal amount. The Company initially
appoints the Trustee as Security Registrar for each series of Securities. All Securities presented
or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the
Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the
Security Registrar, duly executed by the registered holder or by such holder’s duly authorized attorney in writing. (c) Except as
provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established
in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer
of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of
less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04
not involving any transfer. (d) The Company
and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period
beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding
Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer
of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly
withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as
the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. The Trustee shall have
no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture
or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among
Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of,
this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 11 Section 2.06 Temporary
Securities. Pending the preparation
of definitive Securities of any series, the Company may execute, and the Trustee shall authenticate and deliver, temporary Securities
(printed, lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the
form of the definitive Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company. Every temporary Security of any series shall be
executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and
with like effect, as the definitive Securities of such series. Without unnecessary delay the Company will execute and will furnish
definitive Securities of such series and thereupon any or all temporary Securities of such series may be surrendered in exchange
therefor (without charge to the Securityholders), at the office or agency of the Company designated for the purpose, and the Trustee
shall authenticate and such office or agency shall deliver in exchange for such temporary Securities an equal aggregate principal
amount of definitive Securities of such series, unless the Company advises the Trustee to the effect that definitive Securities
need not be executed and furnished until further notice from the Company. Until so exchanged, the temporary Securities of such
series shall be entitled to the same benefits under this Indenture as definitive Securities of such series authenticated and delivered
hereunder. Section 2.07 Mutilated,
Destroyed, Lost or Stolen Securities. In case any temporary
or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company’s request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security
of the same series, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security,
or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence
to their satisfaction of the destruction, loss or theft of the applicant’s Security and of the ownership thereof. The Trustee
may authenticate any such substituted Security and deliver the same upon the written request or authorization of any officer of
the Company. Upon the issuance of any substituted Security, 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. In case any Security
that has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing
a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security)
if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as they may require to
save them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of
the destruction, loss or theft of such Security and of the ownership thereof. Every replacement Security
issued pursuant to the provisions of this Section shall constitute an additional contractual obligation of the Company whether
or not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same series
duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent
lawful) any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other securities without their surrender. 12 Section 2.08 Cancellation. All Securities surrendered
for the purpose of payment, redemption, repurchase, exchange, registration of transfer or conversion shall, if surrendered to the
Company or any paying agent (or any other applicable agent), be delivered to the Trustee for cancellation, or, if surrendered to
the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu thereof except as expressly required or permitted
by any of the provisions of this Indenture. On request of the Company at the time of such surrender, the Trustee shall deliver
to the Company canceled Securities held by the Trustee. In the absence of such request the Trustee may dispose of canceled Securities
in accordance with its standard procedures and deliver a certificate of disposition to the Company. If the Company shall otherwise
acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to the Trustee for cancellation. Section 2.09 Benefits
of Indenture. Nothing in this Indenture
or in the Securities, express or implied, shall give or be construed to give to any Person, other than the parties hereto and the
holders of the Securities any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all such covenants, conditions and provisions being for the sole benefit of the parties
hereto and of the holders of the Securities. Section 2.10 Authenticating
Agent. So long as any of the
Securities of any series remain Outstanding there may be an Authenticating Agent for any or all such series of Securities which
the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, transfer or partial redemption, repurchase or conversion thereof, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. All references in this Indenture to the authentication of Securities by the Trustee shall be deemed to
include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable to the Company
and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under
the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that
is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state
authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign
immediately. Any Authenticating
Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination
to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating
Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant hereto. 13 Section 2.11 Global
Securities. (a) If the Company
shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then
the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that
(i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities
of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee
to the Depositary or pursuant to the Depositary’s instruction (or if the Depositary names the Trustee as its custodian, retained
by the Trustee), and (iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section
2.11 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or
to a successor Depositary or to a nominee of such successor Depositary.” (b) Notwithstanding
the provisions of Section 2.05, the Global Security of a series may be transferred, in whole but not in part and in the manner
provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series
selected or approved by the Company or to a nominee of such successor Depositary. (c) If at any
time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default
has occurred and is continuing and the Company has received a request from the Depositary or from the Trustee, this Section 2.11
shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.04, the Trustee
will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations,
and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global
Security. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by
a Global Security and that the provisions of this Section 2.11 shall no longer apply to the Securities of such series. In such
event the Company will execute and, subject to Section 2.04, the Trustee, upon receipt of an Officer’s Certificate evidencing
such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security
of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive
registered form without coupons, in authorized denominations, the Global Security shall be canceled by the Trustee. Such Securities
in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons
in whose names such Securities are so registered. 14 Section 2.12 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 Securityholders; 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 will promptly notify the Trustee of any change
in the “CUSIP” numbers. article
3 Section 3.01 Redemption. The Company may redeem
the Securities of any series issued hereunder on and after the dates and in accordance with the terms established for such series
pursuant to Section 2.01 hereof. Section 3.02 Notice
of Redemption. (a) In case the
Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in
accordance with any right the Company reserved for itself to do so pursuant to Section 2.01 hereof, the Company shall, or
shall cause the Trustee to, give notice of such redemption to holders of the Securities of such series to be redeemed by mailing
(or with regard to any Global Security held in book entry form, by electronic mail in accordance with the applicable procedures
of the Depositary), a notice of such redemption not less than 30 days and not more than 90 days before the date fixed for redemption
of that series to such Securityholders, unless a shorter period is specified in the Securities to be redeemed. Any notice that
is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder
receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption
in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officer’s Certificate evidencing compliance with any such restriction. Each such notice of
redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption
and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption
price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and
after said date interest will cease to accrue and that the redemption is from a sinking fund, if such is the case. If less than
all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in part
shall specify the particular Securities to be so redeemed. 15 In case any Security
is to be redeemed in part only, the notice that relates to such Security shall state the portion of the principal amount thereof
to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities
of such series in principal amount equal to the unredeemed portion thereof will be issued. (b) If less than
all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 45 days’ notice (unless a
shorter notice shall be satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal
amount of Securities of the series to be redeemed, and thereupon the Securities to be redeemed shall be selected, by lot, on a
pro rata basis, or in such other manner as the Company shall deem appropriate and fair in its discretion and that may provide for
the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof) of the principal
amount of such Securities of a denomination larger than $1,000, the Securities to be redeemed and shall thereafter promptly notify
the Company in writing of the numbers of the Securities to be redeemed, in whole or in part. The Company may, if and whenever it
shall so elect, by delivery of instructions signed on its behalf by an Officer, instruct the Trustee or any paying agent to call
all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth
in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable.
In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or
cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register,
transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent
to give any notice by mail that may be required under the provisions of this Section. Section 3.03 Payment
Upon Redemption. (a) If the giving
of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to
be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to, but excluding, the date fixed for redemption and interest on such Securities
or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in
the payment of such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation
and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said
Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon
to, but excluding, the date fixed for redemption (but if the date fixed for redemption is an Interest Payment Date, the interest
installment payable on such date shall be payable to the registered holder at the close of business on the applicable record date
pursuant to Section 2.03). 16 (b) Upon presentation
of any Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee shall authenticate
and the office or agency where the Security is presented shall deliver to the Securityholder thereof, at the expense of the Company,
a new Security of the same series of authorized denominations in principal amount equal to the unredeemed portion of the Security
so presented. Section 3.04 Sinking
Fund. The provisions of Sections
3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified
as contemplated by Section 2.01 for Securities of such series. The minimum amount
of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking
fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is
herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. Section 3.05 Satisfaction
of Sinking Fund Payments with Securities. The Company (i) may
deliver Outstanding Securities of a series and (ii) may apply as a credit Securities of a series that have been redeemed either
at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment
with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the
terms of such series, provided that such Securities have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the redemption price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. Section 3.06 Redemption
of Securities for Sinking Fund. Not less than 45 days
prior to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee),
the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of the series, the portion thereof, if any, that is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 3.05 and the basis for such credit and will, together with such Officer’s Certificate,
deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the
Securities to be redeemed upon such sinking fund payment date shall be selected in the manner specified in Section 3.02 and the
Company shall cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 3.02. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Section 3.03. 17 article
4 Section 4.01 Payment
of Principal, Premium and Interest. The Company will duly
and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities of that series at
the time and place and in the manner provided herein and established with respect to such Securities. Payments of principal on
the Securities may be made at the time provided herein and established with respect to such Securities by U.S. dollar check drawn
on and mailed to the address of the Securityholder entitled thereto as such address shall appear in the Security Register, or U.S.
dollar wire transfer to, a U.S. dollar account if such Securityholder shall have furnished wire instructions to the Trustee no
later than 15 days prior to the relevant payment date. Payments of interest on the Securities may be made at the time provided
herein and established with respect to such Securities by U.S. dollar check mailed to the address of the Securityholder entitled
thereto as such address shall appear in the Security Register, or U.S. dollar wire transfer to, a U.S. dollar account if such Securityholder
shall have furnished wire instructions in writing to the Security Registrar and the Trustee no later than 15 days prior to the
relevant payment date. Section 4.02 Maintenance
of Office or Agency. So long as any series
of the Securities remain Outstanding, the Company agrees to maintain an office or agency with respect to each such series and at
such other location or locations as may be designated as provided in this Section 4.02, where (i) Securities of that series may
be presented for payment, (ii) Securities of that series may be presented as herein above authorized for registration of transfer
and exchange, and (iii) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture
may be given or served, such designation to continue with respect to such office or agency until the Company shall, by written
notice signed by any officer authorized to sign an Officer’s Certificate and delivered to the Trustee, designate some other
office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, 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,
notices and demands. The Company initially appoints the Corporate Trust Office of the Trustee as its paying agent with respect
to the Securities. Section 4.03 Paying
Agents. (a) If the Company
shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause
each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section: (1) that it
will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities
of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for
the benefit of the Persons entitled thereto; 18 (2) that it
will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of
the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it
will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it
will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company
shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal
of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities
of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify
the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company
shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium,
if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action
or failure so to act. (c) Notwithstanding
anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge
of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the
Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums
were held by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company
or such paying agent shall be released from all further liability with respect to such money. Section 4.04 Appointment
to Fill Vacancy in Office of Trustee. The Company, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee,
so that there shall at all times be a Trustee hereunder. 19 article
5 Section 5.01 Company
to Furnish Trustee Names and Addresses of Securityholders. The Company will furnish
or cause to be furnished to the Trustee (a) within 15 days after each regular record date (as defined in Section 2.03) a list,
in such form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Securities as of
such regular record date, provided that the Company shall not be obligated to furnish or cause to furnish such list at any time
that the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such
other times as the Trustee may request in writing within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the Trustee shall be the Security Registrar. Section 5.02 Preservation
Of Information; Communications With Securityholders. (a) The Trustee
shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders
of Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of
holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity). (b) The Trustee
may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished. (c) Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Securities, and, in connection with any such communications, the Trustee shall satisfy its obligations
under Section 312(b) of the Trust Indenture Act in accordance with the provisions of Section 312(b) of the Trust Indenture Act. Section 5.03 Reports
by the Company. (a) The Company
will at all times comply with Section 314(a) of the Trust Indenture Act. The Company covenants and agrees to provide (which delivery
may be via electronic mail) to the Trustee within 30 days, after the Company files the same with the Commission, copies of the
annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee
any correspondence filed with the Commission or any materials for which the Company has sought and received confidential treatment
by the Commission; and provided further, that so long as such filings by the Company are available on the Commission’s Electronic
Data Gathering, Analysis and Retrieval System (EDGAR), or any successor system, such filings shall be deemed to have been filed
with the Trustee for purposes hereof without any further action required by the Company. For the avoidance of doubt, a failure
by the Company to file annual reports, information and other reports with the Commission within the time period prescribed thereof
by the Commission shall not be deemed a breach of this Section 5.03. (b) Delivery
of reports, information and documents to the Trustee under Section 5.03 is for informational purposes only and the information
and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein,
or determinable from information contained therein including the Company’s compliance with any of their covenants thereunder
(as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee is under no duty to examine
any such reports, information or documents delivered to the Trustee or filed with the Commission via EDGAR to ensure compliance
with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained
therein. The Trustee shall have no responsibility or duty whatsoever to ascertain or determine whether the above referenced filings
with the Commission on EDGAR (or any successor system) has occurred. Section 5.04 Reports
by the Trustee. (a) If
required by Section 313(a) of the Trust Indenture Act, the Trustee, within sixty (60) days after each May 1, shall send to the
Securityholders a brief report dated as of such May 1, which complies with Section 313(a) of the Trust Indenture Act. (b) The
Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture Act. (c) A
copy of each such report shall, at the time of such transmission to Securityholders, be filed by the Trustee with the Company,
with each securities exchange upon which any Securities are listed (if so listed) and also with the Commission. The Company agrees
to notify the Trustee when any Securities become listed on any securities exchange. 20 article
6 DEFAULT Section 6.01 Events
of Default. (a) Whenever
used herein with respect to Securities of a particular series, “Event of Default” means any one or more of the following
events that has occurred and is continuing: (1) the
Company defaults in the payment of any installment of interest upon any of the Securities of that series, as and when the same
shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of
an interest payment period by the Company in accordance with the terms of any indenture supplemental hereto shall not constitute
a default in the payment of interest for this purpose; (2) the
Company defaults in the payment of the principal of (or premium, if any, on) any of the Securities of that series as and when the
same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required
by any sinking or analogous fund established with respect to that series; provided, however, that a valid extension of the maturity
of such Securities in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment
of principal or premium, if any; (3) the
Company fails to observe or perform any other of its covenants or agreements with respect to that series contained in this Indenture
or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement
that has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series)
for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that
such notice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee, by registered
or certified mail, or to the Company and the Trustee by the holders of at least 25% in principal amount of the Securities of that
series at the time Outstanding; (4) the
Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case, (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 or (iv) makes a general assignment for the benefit of its creditors; or (5) a
court of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company 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. (b) In
each and every such case (other than an Event of Default specified in clause (4) or clause (5) above), unless the principal of
all the Securities of that series shall have already become due and payable, either the Trustee or the holders of not less than
25% in aggregate principal amount of the Securities of that series then Outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by such Securityholders), may declare the principal of (and premium, if any, on) and accrued and unpaid
interest on all the Securities of that series to be due and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable. If an Event of Default specified in clause (4) or clause (5) above occurs, the principal
of and accrued and unpaid interest on all the Securities of that series shall automatically be immediately due and payable without
any declaration or other act on the part of the Trustee or the holders of the Securities. (c) At
any time after the principal of (and premium, if any, on) and accrued and unpaid interest on the Securities of that series shall
have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained
or entered as hereinafter provided, the holders of a majority in aggregate principal amount of the Securities of that series then
Outstanding hereunder, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences
if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all
the Securities of that series and the principal of (and premium, if any, on) any and all Securities of that series that shall have
become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such
payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Securities
of that series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.06, and (ii) any and
all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on (and premium,
if any, on) and accrued and unpaid interest on Securities of that series that shall not have become due by their terms, shall have
been remedied or waived as provided in Section 6.06. 21 No such rescission
and annulment shall extend to or shall affect any subsequent default or impair any right consequent thereon. (d) In
case the Trustee shall have proceeded to enforce any right with respect to Securities of that series under this Indenture and such
proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall
have been determined adversely to the Trustee, then and in every such case, subject to any determination in such proceedings, the
Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies
and powers of the Company and the Trustee shall continue as though no such proceedings had been taken. Section 6.02 Collection
of Indebtedness and Suits for Enforcement by Trustee. (a) The
Company covenants that (i) in case it shall default in the payment of any installment of interest on any of the Securities
of a series, or in any payment required by any sinking or analogous fund established with respect to that series as and when the
same shall have become due and payable, and such default shall have continued for a period of 90 days, or (ii) in case it
shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall
have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise
then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Securities of that
series, the whole amount that then shall have been become due and payable on all such Securities for principal (and premium, if
any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent
that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum
expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, and the amount payable to the Trustee under Section 7.06. (b) If
the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums
so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment
or final decree against the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed
to be payable in the manner provided by law or equity out of the property of the Company or other obligor upon the Securities of
that series, wherever situated. 22 (c) In
case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings
and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled
to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the
Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company
after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute
the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to
the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders,
to pay to the Trustee any amount due it under Section 7.06. (d) All
rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities
of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any
trial or other proceeding relative thereto, and any such suit or 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 payment to the Trustee of any amounts
due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. In case of an Event
of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture
by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either
at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained
in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law. Nothing contained herein
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan
of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any Securityholder
thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding. Section 6.03 Application
of Moneys Collected. Any moneys collected
by the Trustee pursuant to this Article with respect to a particular series of Securities shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium,
if any) or interest, upon presentation of the Securities of that series, and notation thereon of the payment, if only partially
paid, and upon surrender thereof if fully paid: 23 FIRST: To the payment
of costs and expenses of collection and of all amounts payable to the Trustee under Section 7.06; SECOND: To the payment
of the amounts then due and unpaid upon Securities of such series for principal (and premium, if any) and interest, 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 premium, if any) and interest, respectively; and THIRD: To the payment
of the remainder, if any, to the Company or any other Person lawfully entitled thereto. Section 6.04 Limitation
on Suits. No holder of any Security
of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless (i) such Securityholder previously shall have given to the Trustee written notice of
an Event of Default and of the continuance thereof with respect to the Securities of such series specifying such Event of Default,
as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the Securities of such series
then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name
as Trustee hereunder; (iii) such Securityholder or Securityholders shall have offered to the Trustee indemnity satisfactory to
it against the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee for 90 days after
its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding
and (v) during such 90 day period, the holders of a majority in principal amount of the Securities of that series do not give the
Trustee a direction inconsistent with the request. Notwithstanding anything
contained herein to the contrary or any other provisions of this Indenture, the right of any holder of any Security to receive
payment of the principal of (and premium, if any) and interest on such Security, as therein provided, on or after the respective
due dates expressed in such Security (or in the case of redemption, on the redemption date), or to institute suit for the enforcement
of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without the consent
of such holder and by accepting a Security hereunder it is expressly understood, intended and covenanted by the taker and holder
of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities
of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for
the equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or
in equity. 24 Section 6.05 Rights
and Remedies Cumulative; Delay or Omission Not Waiver. (a) Except
as otherwise provided in Section 2.07, all powers and remedies given by this Article to the Trustee or to the Securityholders shall,
to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee
or the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants
and agreements contained in this Indenture or otherwise established with respect to such Securities. (b) No
delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Event
of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of
any such default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this
Article or by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient,
by the Trustee or by the Securityholders. Section 6.06 Control
by Securityholders. The holders of a majority
in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.04,
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 such series; provided, however, that such direction shall
not be in conflict with any rule of law or with this Indenture or subject the Trustee in its sole discretion to personal liability.
Subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer or officers of the Trustee, determine that the proceeding so directed, subject to
the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal liability or might be unduly prejudicial
to the Securityholders not involved in the proceeding. The holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf of the holders
of all of the Securities of such series waive any past default in the performance of any of the covenants contained herein or established
pursuant to Section 2.01 with respect to such series and its consequences, except a default in the payment of the principal of,
or premium, if any, or interest on, any of the Securities of that series as and when the same shall become due by the terms of
such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured installments
of interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee
and the holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Section 6.07 Undertaking
to Pay Costs. All parties to this
Indenture agree, and each holder of any Securities 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 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 and expenses, 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 Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding more than 10% in aggregate principal
amount of the Outstanding Securities of any series, or to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Security of such series, on or after the respective due dates
expressed in such Security or established pursuant to this Indenture. 25 article
7 Section 7.01 Certain
Duties and Responsibilities of Trustee. (a) The
Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all
Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect
to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied
covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of
a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series
such of 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 man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that: (i) prior
to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such
Events of Default with respect to that series that may have occurred: (A) the
duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance
of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and (B) in
the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions
that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this Indenture;
26 (ii) the
Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts; (iii) the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding
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 that series; (iv) none
of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable
ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture
or adequate indemnity against such risk is not reasonably assured to it; (v) The
Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The
permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No
Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of
Securities hereunder. Section 7.02 Certain
Rights of Trustee. Except as otherwise
provided in Section 7.01: (a) The
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, security or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or parties; (b) Any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an
instrument signed in the name of the Company by any authorized Officer of the Company (unless other evidence in respect thereof
is specifically prescribed herein); (c) The
Trustee may consult with counsel and the opinion or written advice of such counsel or, if requested, any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted hereunder in good faith
and in reliance thereon;
27 (d) The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have
offered to the Trustee security or indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities that
may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence
of an Event of Default with respect to a series of the Securities (that has not been cured or waived), to exercise with respect
to Securities of that series such of the rights and powers vested in it by this Indenture, and to use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs; (e) The
Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this Indenture; (f) 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, consent, order, approval, bond, security, or other papers or documents or inquire
as to the performance by the Company of one of its covenants under this Indenture, unless requested in writing so to do by the
holders of not less than a majority in principal amount of the Outstanding Securities of the particular series affected thereby
(determined as provided in Section 8.04); provided, however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require security
or indemnity reasonably acceptable to the Trustee against such costs, expenses or liabilities as a condition to so proceeding.
The reasonable expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the
Company upon demand; (g) The
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder; (h) In
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee
shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances; (i) In
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action; and 28 (j) The
Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile
transmission or other similar unsecured electronic methods; provided, however, that such instructions or directions shall be signed
by an authorized representative of the party providing such instructions or directions. If the party elects to give the Trustee
e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act
upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not
be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance
with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The
party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions,
and the risk or interception and misuse by third parties. The Trustee may request that the Company deliver an Officer’s Certificate
setting forth the names of individuals and/or titles of officers authorized at such time to furnish the Trustee with Officer’s
Certificates, Company Orders and any other matters or directions pursuant to this Indenture; (k) The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and under the Securities, and each
agent, custodian or other person employed to act under this Indenture; and (l) The
Trustee shall not be deemed to have knowledge of any Default or Event of Default (other than an Event of Default constituting the
failure to pay the interest on, or the principal of, the Securities if the Trustee also serves as the paying agent for such Securities)
until the Trustee shall have received written notification in the manner set forth in this Indenture or a Responsible Officer of
the Trustee shall have obtained actual knowledge. Section 7.03 Trustee
Not Responsible for Recitals or Issuance or Securities. (a) The
recitals contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee shall not be responsible for any statement in any registration statement, prospectus,
or any other document in connection with the sale of Securities. The Trustee shall not be responsible for any rating on the Securities
or any action or omission of any rating agency. (b) The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. (c) The
Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such
Securities, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture
or established pursuant to Section 2.01, or for the use or application of any moneys received by any paying agent other than the
Trustee.
29 Section 7.04 May
Hold Securities. The Trustee or any
paying agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with
the same rights it would have if it were not Trustee, paying agent or Security Registrar. Section 7.05 Moneys
Held in Trust. Subject to the provisions
of Section 11.05, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder except such as it may agree with the Company to
pay thereon. Section 7.06 Compensation
and Reimbursement. (a)
The Company shall pay to the Trustee for each of its capacities hereunder 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. (b) The
Company shall indemnify each of the Trustee in each of its capacities hereunder against any loss, liability or expense (including
the cost of defending itself and including the reasonable compensation and expenses of the Trustee’s agents and counsel)
incurred by it except as set forth in Section 7.06(c) in the exercise or performance of its powers, rights or 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. (c) 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 negligence or bad faith. (d) To
ensure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds
or property held or collected by the Trustee, except that held in trust to pay principal of or interest on particular Securities.
When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(4) or (5),
the expenses (including the reasonable fees and expenses of its counsel) and the compensation for services in connection therewith
are to constitute expenses of administration under any bankruptcy law. The provisions of this Section 7.06 shall survive the termination
of this Indenture and the resignation or removal of the Trustee. 30 Section 7.07 Reliance
on Officer’s Certificate. Except as otherwise
provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it reasonably
necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder,
such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad
faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered
to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant
to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith
thereof. Section 7.08 Disqualification;
Conflicting Interests. If the Trustee has
or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee
and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. Section 7.09 Corporate
Trustee Required; Eligibility. There shall at all
times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing
business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, or a
corporation or other Person permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision
or examination by federal, state, territorial, or District of Columbia authority. If such corporation
or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company
may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve
as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect specified in Section 7.10. Section 7.10 Resignation
and Removal; Appointment of Successor. (a) The
Trustee or any successor hereafter appointed may at any time resign with respect to the Securities of one or more series by giving
written notice thereof to the Company and the Securityholders of such series. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee with respect to Securities of such series by written instrument, in duplicate, executed
by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the
sending of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment
of a successor trustee with respect to Securities of such series, or any Securityholder of that series who has been a bona fide
holder of a Security or Securities for at least six months may on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper
and prescribe, appoint a successor trustee.
31 (b) In
case at any time any one of the following shall occur: (i) the
Trustee shall fail to comply with the provisions of Section 7.08 after written request therefor by the Company or by any Securityholder
who has been a bona fide holder of a Security or Securities for at least six months; or (ii) the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request
therefor by the Company or by any such Securityholder; or (iii) the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding,
or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case,
the Company may remove the Trustee with respect to all Securities and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities for at least six
months may, on behalf of that holder and all others similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper
and prescribe, remove the Trustee and appoint a successor trustee. (c) The
holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove
the Trustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee for such
series with the consent of the Company. (d) Any
resignation or removal of the Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant
to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided
in Section 7.11. (e) Any
successor trustee appointed pursuant to this Section may be appointed with respect to the Securities of one or more series or all
of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular series. Section 7.11 Acceptance
of Appointment By Successor. (a) In
case of the appointment hereunder of a successor trustee with respect to all Securities, every such successor trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor trustee, such retiring Trustee shall, upon payment of any amounts due to it pursuant to
the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights, powers,
and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money
held by such retiring Trustee hereunder. 32 (b) In
case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which (i) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment
of such successor trustee relates, (ii) shall contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any act or failure
to act on the part of any other Trustee hereunder; and upon the execution and delivery of such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect
to the Securities of that or those series to which the appointment of such successor trustee relates have no further responsibility
for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture,
and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such
successor trustee relates; but, on request of the Company or any successor trustee, such retiring Trustee shall duly assign, transfer
and deliver to such successor trustee, to the extent contemplated by such supplemental indenture, the property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor
trustee relates. (c) Upon
request of any such successor trustee, the Company shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section,
as the case may be. (d) No
successor trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified
and eligible under this Article.
33 (e) Upon
acceptance of appointment by a successor trustee as provided in this Section, the Company shall send notice of the succession of
such trustee hereunder to the Securityholders. If the Company fails to send such notice within ten days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be sent at the expense of the Company. Section 7.12 Merger,
Conversion, Consolidation or Succession to Business. Any corporation into
which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, including the administration of the trust created by this Indenture, shall be the successor
of the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.08 and eligible under
the provisions of Section 7.09, without the execution or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated
such Securities. Section 7.13 Preferential
Collection of Claims Against the Company. The Trustee shall comply
with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included
therein. Section 7.14 Notice
of Default. If any Event of Default
occurs and is continuing and if such Event of Default is known to a Responsible Officer of the Trustee, the Trustee shall send
to each Securityholder in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act notice of the Event
of Default within the earlier of 90 days after it occurs and 30 days after it is known to a Responsible Officer of the Trustee
or written notice of it is received by the Trustee, unless such Event of Default has been cured; provided, however, that,
except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security, the Trustee
shall be protected in withholding such notice if and so long as the Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Securityholders. article
8 Section 8.01 Evidence
of Action by Securityholders. Whenever in this Indenture
it is provided that the holders of a majority or specified percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking
of any other action), the fact that at the time of taking any such action the holders of such majority or specified percentage
of that series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by
such holders of Securities of that series in person or by agent or proxy appointed in writing. 34 If the Company shall
solicit from the Securityholders of any series any request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officer’s Certificate, fix in advance a record date for such series
for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver
or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before or after the record date, but only the Securityholders of
record at the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities of that series have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities
of that series shall be computed as of the record date; provided, however, that no such authorization, agreement or consent by
such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of
this Indenture not later than six months after the record date. Section 8.02 Proof
of Execution by Securityholders. Subject to the provisions
of Section 7.01, proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his
or her agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following
manner: (a) The
fact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee. (b) The
ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar
thereof. The Trustee may require
such additional proof of any matter referred to in this Section as it shall deem necessary. Section 8.03 Who
May be Deemed Owners. Prior to the due presentment
for registration of transfer of any Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and
treat the Person in whose name such Security shall be registered upon the books of the Security Registrar as the absolute owner
of such Security (whether or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium,
if any, and (subject to Section 2.03) interest on such Security and for all other purposes; and neither the Company nor the Trustee
nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. 35 Section 8.04 Certain
Securities Owned by Company Disregarded. In determining whether
the holders of the requisite aggregate principal amount of Securities of a particular series have concurred in any direction, consent
or waiver under this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities
of that series or by any Person directly or indirectly controlling or controlled by or under common control with the Company or
any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction,
consent or waiver, only Securities of such series that the Trustee actually knows are so owned shall be so disregarded. The Securities
so owned that have been pledged in good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee
is not a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company
or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee. Section 8.05 Actions
Binding on Future Securityholders. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the majority
or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection
with such action, any holder of a Security of that series that is shown by the evidence to be included in the Securities the holders
of which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security
issued in exchange therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation
in regard thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal
amount of the Securities of a particular series specified in this Indenture in connection with such action shall be conclusively
binding upon the Company, the Trustee and the holders of all the Securities of that series. article
9 Section 9.01 Supplemental
Indentures Without the Consent of Securityholders. In addition to any
supplemental indenture otherwise authorized by this Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as
then in effect), without the consent of the Securityholders, for one or more of the following purposes: 36 (a) to
cure any ambiguity, defect, or inconsistency herein or in the Securities of any series; (b) to
comply with Article Ten; (c) to
provide for uncertificated Securities in addition to or in place of certificated Securities; (d) to
add to the covenants, restrictions, conditions or provisions relating to the Company for the benefit of the holders of all or any
series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less than all
series of Securities, stating that such covenants, restrictions, conditions or provisions are expressly being included solely for
the benefit of such series), to make the occurrence, or the occurrence and the continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an Event of Default, or to surrender any right or power herein conferred upon
the Company; (e) to
add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue,
authentication, and delivery of Securities, as herein set forth; (f) to
make any change that does not adversely affect the rights of any Securityholder in any material respect; (g) to
provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided in Section
2.01, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series
of Securities, or to add to the rights of the holders of any series of Securities; (h) to
evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (i) to
comply with any requirements of the Commission or any successor in connection with the qualification of this Indenture under the
Trust Indenture Act. The Trustee is hereby
authorized to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture
that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture
authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders
of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02. 37 Section 9.02 Supplemental
Indentures With Consent of Securityholders. With the consent (evidenced
as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of each
series affected by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by a Board Resolution,
and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect) 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 not
covered by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the holders of each Security then Outstanding and affected thereby,
(a) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof or (b) reduce the aforesaid
percentage of Securities, the holders of which are required to consent to any such supplemental indenture. It shall not be necessary
for the consent of the Securityholders of any series affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Section 9.03 Effect
of Supplemental Indentures. Upon the execution
of any supplemental indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture shall, with respect
to such series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities of the series
affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes. Section 9.04 Securities
Affected by Supplemental Indentures. Securities of any series
affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to
the provisions of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets
the requirements of any securities exchange upon which such series may be listed, as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board
of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of that series then Outstanding. Section 9.05 Execution
of Supplemental Indentures. Upon the request of
the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing
with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not
be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an
Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to
this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the
supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel
need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities
pursuant to Section 2.01 hereof. 38 Promptly after the
execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company
shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture,
to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure
of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture. article
10 Section 10.01 Company
May Consolidate, Etc. Nothing contained in
this Indenture shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated
with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party
or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor
or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company
or its successor or successors); provided, however, the Company hereby covenants and agrees that, upon any such consolidation or
merger (in each case, if the Company is not the survivor of such transaction) or any such sale, conveyance, transfer or other disposition
(other than a sale, conveyance, transfer or other disposition to a Subsidiary of the Company), the due and punctual payment of
the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series,
according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture
with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the
Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act,
as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by
such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property. 39 Section 10.02 Successor
Entity Substituted. (a) In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor
entity by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligations
set forth under Section 10.01 on all of the Securities of all series Outstanding, such successor entity shall succeed to and be
substituted for the Company with the same effect as if it had been named as the Company herein, and thereupon the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the Securities. (b) In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but
not in substance) may be made in the Securities thereafter to be issued as may be appropriate. (c) Nothing
contained in this Article shall require any action by the Company in the case of a consolidation or merger of any Person into the
Company where the Company is the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise, of
all or any part of the property of any other Person (whether or not affiliated with the Company). article
11 Section 11.01 Satisfaction
and Discharge of Indenture. If at any time: (a)
the Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated and not delivered
to the Trustee for cancellation (other than any Securities that shall have been destroyed, lost or stolen and that shall have been
replaced or paid as provided in Section 2.07 and Securities for whose payment money or Governmental Obligations have theretofore
been deposited in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such
trust, as provided in Section 11.05); or (b) all such Securities of a particular series not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be
called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and
the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental
Obligations or a combination thereof, 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 at maturity or upon redemption all Securities of
that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due
or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or
cause to be paid all other sums payable hereunder with respect to such series by the Company then this Indenture shall thereupon
cease to be of further effect with respect to such series except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03,
7.10, 11.05 and 13.04, that shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06
and 11.05, that shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense
of the Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such
series.
40 Section 11.02 Discharge
of Obligations. If at any time all
such Securities of a particular series not heretofore delivered to the Trustee for cancellation or that have not become due and
payable as described in Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds
moneys or an amount of Governmental Obligations sufficient to pay at maturity or upon redemption all such Securities of that series
not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become
due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company with respect to such series, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee the obligations of the Company under this Indenture with respect
to such series shall cease to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06,
7.10, 11.05 and 13.04 hereof that shall survive until such Securities shall mature and be paid. Thereafter, Sections
7.06 and 11.05 shall survive. Section 11.03 Deposited
Moneys to be Held in Trust. All moneys or Governmental
Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be available for payment
as due, either directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the
particular series of Securities for the payment or redemption of which such moneys or Governmental Obligations have been deposited
with the Trustee. Section 11.04 Payment
of Moneys Held by Paying Agents. In connection with
the satisfaction and discharge of this Indenture all moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys or Governmental Obligations. Section 11.05 Repayment
to Company. Any moneys or Governmental
Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or
premium, if any, or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders
of such Securities for at least two years after the date upon which the principal of (and premium, if any) or interest on such
Securities shall have respectively become due and payable, or such other shorter period set forth in applicable escheat or abandoned
or unclaimed property law, shall be repaid to the Company on May 31 of each year or upon the Company’s request or (if then
held by the Company) shall be discharged from such trust; and thereupon the paying agent and the Trustee shall be released from
all further liability with respect to such moneys or Governmental Obligations, and the holder of any of the Securities entitled
to receive such payment shall thereafter, as a general creditor, look only to the Company for the payment thereof.
41 article
12 Section 12.01 No
Recourse. No recourse under or
upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers
or directors as such, of the Company or of any predecessor or successor corporation, or any of them, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either
at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator,
stockholder, officer or director as such, because of the creation of the indebtedness hereby authorized, or under or by reason
of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of
such Securities. article
13 Section 13.01 Effect
on Successors and Assigns. All the covenants,
stipulations, promises and agreements in this Indenture made by or on behalf of the Company shall bind its successors and assigns,
whether so expressed or not. Section 13.02 Actions
by Successor. Any act or proceeding
by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company
shall and may be done and performed with like force and effect by the corresponding board, committee or officer of any corporation
that shall at the time be the lawful successor of the Company. Section 13.03 Surrender
of Company Powers. The Company by instrument
in writing executed by authority of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company, and thereupon such power so surrendered shall terminate both as to the Company and as to any successor corporation.
42 Section 13.04 Notices. Except as otherwise
expressly provided herein, any notice, request or demand that by any provision of this Indenture is required or permitted to be
given, made or served by the Trustee, the Security Registrar, any paying or other agent under this Indenture or by the holders
of Securities or by any other Person pursuant to this Indenture to or on the Company may be given or served by being deposited
in first class mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Trustee), as
follows: Stratasys, Inc., 7665 Commerce Way, Eden Prairie, Minnesota 55344. Any notice, election, request or demand by the Company
or any Securityholder or by any other Person pursuant to this Indenture to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee. Section 13.05 Governing
Law; Jury Trial Waiver. This Indenture and
each Security shall be governed by, and construed in accordance with, the internal laws of the State of New York, except to the
extent that the Trust Indenture Act is applicable. EACH PARTY HERETO,
AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS INDENTURE. Section 13.06 Treatment
of Securities as Debt. It is intended that
the Securities will be treated as indebtedness and not as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention. Section 13.07 Certificates
and Opinions as to Conditions Precedent. (a) Upon
any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture
(other than the certificate to be delivered pursuant to Section 13.12) relating to the proposed action have been complied with
and, if requested, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need
be furnished. (b) Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition
or covenant in this Indenture (other than the certificate to be delivered pursuant to Section 13.12 of this Indenture or Section
314(a)(1) of the Trust Indenture Act) shall include (i) a statement that the Person making such certificate or opinion has read
such covenant or condition; (ii) 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; (iii) a statement that, in the opinion of such Person,
he has made such examination or investigation as is reasonably necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with. 43 Section 13.08 Payments
on Business Days. Except as provided
pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one
or more indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal of any Security
or the date of redemption of any Security shall not be a Business Day, then payment of interest or principal (and premium, if any)
may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date. Section 13.09 Conflict
with Trust Indenture Act. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust Indenture
Act, such imposed duties shall control. Section 13.10 Counterparts. This Indenture may
be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute
but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission
shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes. Section 13.11 Separability. In case any one or
more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions
of this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein. Section 13.12 Compliance
Certificates. The Company shall deliver
to the Trustee, within 120 days after the end of each fiscal year during which any Securities of any series were outstanding, an
officer’s certificate stating whether or not the signers know of any Event of Default that occurred during such fiscal year.
Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting
officer of the Company that a review has been conducted of the activities of the Company and the Company’s performance under
this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section
13.12, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.
If the officer of the Company signing such certificate has knowledge of such an Event of Default, the certificate shall describe
any such Event of Default and its status. 44 Section 13.13 U.S.A
Patriot Act. The parties hereto
acknowledge that in accordance with Section 326 of the U.S.A. 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 with the Trustee. The parties to this Indenture
agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements
of the U.S.A. Patriot Act. Section 13.14 Force
Majeure. In no event shall the
Trustee, the Security Registrar, any paying agent or any other agent under this Indenture be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its
control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions or utilities, communications or computer
(software and hardware) services; it being understood that the Trustee, the Security Registrar, any paying agent or any other agent
under this Indenture shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances. Section 13.15 Table
of Contents; Headings. The table of contents
and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof, and will not modify or restrict any of the terms or provisions hereof. 45 In
Witness Whereof, the parties hereto have caused this Indenture to be duly executed all as of the day and year first
above written.
46 CROSS-REFERENCE TABLE
(1) Section
of Trust Indenture Act of 1939, as Amended Section
of Indenture 47 Exhibit
5.1 Stratasys Ltd. 1 Holtzman Street Science Park P.O. Box 2496 Rehovot 76124, Israel March
2, 2021 Ladies and Gentlemen: We have acted as Israeli counsel to Stratasys
Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the registration
statement on Form F-3 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities
Act of 1933 (the “Securities Act”) covering the sale, from time to time, in one or more offerings, of an unspecified
aggregate number (or value) of: In connection with this opinion, we have
examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s Articles of Association,
as amended and restated, the Registration Statement, such other certificates, resolutions, minutes and other statements of corporate
officers and other representatives of the Company and others and other documents provided to us by the Company as we have deemed
necessary or appropriate as a basis for this opinion. In rendering an opinion on the matters
hereinafter set forth, we have assumed the authenticity of all original documents submitted to us as certified, conformed or photographic
copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed
the same to have been properly given and to be accurate. We have also assumed the truth of all facts communicated to us by the
Company and that all consents, minutes and protocols of meetings of the Company’s board of directors that have been provided
to us are true and accurate and have been properly prepared in accordance with the Company’s Articles of Association, as
amended and restated, and all applicable laws. In addition, we have assumed that that the Company’s board of directors (and
any other required corporate body, if any), will have taken all required action that is necessary to authorize the issuance and
sale of the Securities to be issued on or before the date of initial sale of the Securities pursuant to the Registration Statement,
and that the Company will receive the full consideration for the Securities. We have assumed, in addition, that at
the time of the execution and delivery of any definitive purchase, underwriting or similar agreement between the Company and any
third party pursuant to which any of the Securities may be issued (a “Securities Agreement”), the Securities Agreement
will be the valid and legally binding obligation of such third party, enforceable against such third party in accordance with its
terms. We have further assumed that at the time of the issuance and sale of any of the Securities, the issuance and sale thereof
will have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company. In addition, we have assumed that at or prior to the time of issuance and delivery of any Securities,
the consideration for such Securities will have been received by the Company. Members of our firm are admitted to the
Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited
to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Based upon and subject to the foregoing,
in reliance thereon and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein and the
effectiveness of the Registration Statement under the Securities Act, we are of the opinion that: With respect to the Shares, assuming the
taking of all necessary corporate action to authorize and approve the issuance of such Shares, the terms of the offering thereof
and related matters, including the entry by the Company into, and its performance under, any Securities Agreement pursuant to which
the Shares may be issued, upon payment of the consideration therefor provided for in the applicable Securities Agreement approved
by the Company’s board of directors, the Shares will be legally issued, fully paid and non-assessable. You have informed us that you intend to
issue the Securities from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the
rules and regulations, as in effect on the date hereof. We understand that prior to issuing any Securities you will afford us an
opportunity to review the corporate approval documents and operative documents pursuant to which such Securities are to be issued,
and we will file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate. 2 We hereby consent to the filing of this
opinion letter as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the
Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act. This opinion letter is rendered as of
the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought
to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed
herein. 3 Exhibit 5.2 Marc A. Recht Exhibit 5.2 T: +1 617 937 2316 March 2, 2021 Stratasys Ltd. 7665 Commerce Way Eden Prairie, Minnesota 55344 Ladies and Gentlemen: We have acted as U.S. counsel to Stratasys
Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the
filing of a Registration Statement on Form F-3 (the “Registration Statement”) by the Company under the
Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement includes a prospectus
(the “Base Prospectus”) that provides it will be supplemented in the future by one or more prospectus
supplements (each, a “Prospectus Supplement”). The Registration Statement, including the Base Prospectus
(as supplemented from time to time by one or more Prospectus Supplements), will provide for the registration by the Company of: The Debt Securities and the Warrants, plus
any additional Debt Securities and Warrants that may be registered pursuant to any registration statement that the Company may
hereafter file with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act in connection with
an offering by the Company pursuant to the Registration Statement, are collectively referred to herein as the “Securities.”
The Securities are being registered for offer and sale from time to time pursuant to Rule 415 under the Securities Act. In connection with this opinion, we have
examined and relied upon originals, or copies certified to our satisfaction, of such records, documents, certificates, opinions,
memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.
As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified
such matters. In rendering this opinion, we have assumed
the genuineness of all signatures; the authenticity of all documents submitted to us as originals; the conformity to originals
of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; the
valid existence of the Company under the laws of the State of Israel; that the Company has the corporate power to enter into and
perform its obligations under the Warrants, the Warrant Agreements, the Debt Securities and the Indenture in accordance with their
respective terms and has duly authorized, executed and delivered the Warrants, the Warrant Agreements, the Debt Securities and
the Indenture in accordance with its organizational documents and the laws of the State of Israel; that any Ordinary Shares issued
upon conversion of the Debt Securities or exercise of the Warrants will be duly authorized, validly issued, fully paid and nonassessable;
and that the execution, delivery and performance by the Company of its obligations under the Warrants, the Warrant Agreements,
the Debt Securities and the Indenture do not and will not violate the laws of the State of Israel or any other applicable laws
(excepting from such assumption the laws of the State of New York). We have also assumed that any Debt Securities or Warrants offered
under the Registration Statement, and the related Indenture or Warrant Agreement, as applicable, will be executed in the forms
filed as exhibits to the Registration Statement or incorporated by reference therein. We have also assumed that with respect to
any Securities being issued upon conversion of any convertible Debt Securities or upon exercise of any Warrants, the applicable
convertible Debt Securities or Warrants will be valid and legally binding obligations of the Company, enforceable against the Company
in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations
on availability of equitable relief, including specific performance. Our opinion herein is expressed solely
with respect to the laws of the State of New York. Our opinion is based on these laws as in effect on the date hereof. We express
no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no
assurance as to compliance with any federal or state securities law, rule or regulation. On the basis of the foregoing and in reliance
thereon, and subject to the qualifications herein stated, we are of the opinion that: 1. With respect to any series of the
Debt Securities issued under the Indenture and offered under the Registration Statement, provided that (i) the Registration Statement
and any required post-effective amendment thereto have become effective under the Securities Act and the Base Prospectus and any
and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the
Indenture has been duly authorized by the Company and the Trustee by all necessary corporate action; (iii) the Indenture, in substantially
the form filed as an exhibit to the Registration Statement, has been duly executed and delivered by the Company and the Trustee
and has been qualified under the Trust Indenture Act of 1939, as amended; (iv) the issuance and terms of the Debt Securities have
been duly authorized by the Company by all necessary corporate action; (v) the terms of the Debt Securities and of their issuance
and sale have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Company’s then
operative articles of association (the “Articles of Association”), and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction over the Company; and (vi) the notes representing
the Debt Securities have been duly executed and delivered by the Company and authenticated by the Trustee pursuant to the Indenture
and delivered against payment therefor, then the Debt Securities, when issued and sold in accordance with the Indenture and a
duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon exercise of any Warrants in accordance
with their terms, will be binding obligations of the Company, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors’ rights generally, and by general equitable principles
(regardless of whether considered in a proceeding at law or in equity). 2 2. With respect to the Warrants
issued under the Warrant Agreements and offered under the Registration Statement, provided that (i) the Registration Statement
and any required post-effective amendment thereto have become effective under the Securities Act and the Base Prospectus and any
and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the Warrant
Agreement has been duly authorized by the Company and the Warrant Agent by all necessary corporate action; (iii) any Warrant Agreement
has been duly executed and delivered by the Company and the Warrant Agent; (iv) the issuance and terms of the Warrants have been
duly authorized by the Company by all necessary corporate action; (v) the terms of the Warrants and of their issuance and sale
have been duly established in conformity with the Warrant Agreement and as described in the Registration Statement, the Base Prospectus
and the related Prospectus Supplement(s), so as not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company, so as to be in conformity with the Articles of Association, and so
as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company;
and (vi) the Warrants have been duly executed and delivered by the Company and authenticated by the Warrant Agent pursuant to the
Warrant Agreement and delivered against payment therefor, then the Warrants, when issued and sold as contemplated in the Registration
Statement, the Base Prospectus and the Prospectus Supplement(s) and in accordance with any applicable Warrant Agreement and a duly
authorized, executed and delivered purchase, underwriting or similar agreement, will be binding obligations of the Company, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’
rights generally, and by general equitable principles (regardless of whether considered in a proceeding at law or in equity). ***** 3 We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters”
in the Base Prospectus. We further consent to the incorporation by reference of this opinion into any registration statement filed
pursuant to Rule 462(b) under the Securities Act with respect to additional Securities. Our opinion set forth above is limited
to the matters expressly set forth in this letter, and no opinion is implied or may be inferred beyond the matters expressly stated.
This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we undertake no obligation or responsibility
to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes
in law that may hereafter occur. Very truly yours, COOLEY LLP 4 Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference
in this Registration Statement on Form F-3 of Stratasys Ltd. of our report dated March 2, 2021 relating
to the financial statements and the effectiveness of internal control over financial reporting, which appears in Stratasys
Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2020. We also consent to the reference to us
under the heading “Experts” in such Registration Statement.
Emerging growth company ☐
Proposed
Proposed
maximum
maximum
Amount of
Title of each class of
Amount to be
aggregate price
aggregate offering
registration
securities to be
registered
registered
per
unit
price
fee
Ordinary Shares, par value 0.01
(1)
(1)
(1)
(2)
New Israeli Shekels
per share (“Ordinary Shares”)
Warrants(3)(4)
(1)
(1)
(1)
(2)
Debt Securities(3)
(1)
(1)
(1)
(2)
WARRANTS 1 2 3 4
● amendments to the amended articles;
● appointment or termination of our auditors;
● appointment of directors and appointment and dismissal of external
directors;
● approval of certain acts and transactions involving related parties,
as defined by the Companies Law or pursuant to our amended articles, as further described below;
● director compensation;
● increases or reductions of our authorized share capital;
● a merger;
● the exercise of our board of directors’ powers by a general
meeting, if the board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper
management; and
● certain liquidation events. 5
● the majority that voted in favor of the matter includes a majority
of non-controlling shareholders who do not have a personal interest in the matter; or
● the votes of non-controlling shareholders who do not have a personal
interest in the matter and who vote against such matter represent less than two percent (2%) of the voting rights of the company. 6 7 8
SEC registration fee
$
*
Printing, EDGAR and photocopying fees
$
**
Legal fees and expenses
$
**
Accounting fees and expenses
$
**
Miscellaneous expenses
$
**
Total
$
**
9
AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 10
● our Annual Report on Form 20-F for the year ended December 31, 2020,
filed with the Commission on March 1, 2021, which we refer to as the 2020 Annual Report; and
● the description of our ordinary shares set forth under “Item 1. Description of Registrant's
Securities to be Registered” in our Registration Statement on Form 8-A, filed with the Commission on December 3,
2012, as supplemented by Exhibit 2.2 to the 2020 Annual Report, and as may be further updated or amended in any amendment or report
filed for such purpose.
● the judgment is obtained after due process before a court
of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international
law prevailing in Israel;
● the judgment is executory in the state in which it was
given;
● the prevailing law of the foreign state in which the
judgment is rendered allows for the enforcement of judgments of Israeli courts;
● adequate service of process has been effected and the
defendant has had a reasonable opportunity to be heard and to present his or her evidence;
11
● the judgment is not contrary to public policy of Israel,
and the enforcement of the civil liabilities set forth in the judgment is not likely to impair the security or sovereignty of
Israel;
● the judgment was not obtained by fraud and does not conflict
with any other valid judgment in the same matter between the same parties;
● an action between the same parties in the same matter
was not pending in any Israeli court at the time at which the lawsuit was instituted in the foreign court; and
● the judgment is enforceable according to the laws of
Israel and according to the law of the foreign state in which the relief was granted.
12
● a financial liability incurred by or imposed on him or
her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court.
However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking
must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities
when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as
reasonable under the circumstances, and such undertaking shall detail the above-mentioned foreseen events and amount or criteria;
● reasonable litigation expenses, including attorneys’
fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an
authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such
office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her
as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was
imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (2) in connection
with a monetary sanction;
● reasonable litigation expenses, including attorneys’
fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its
behalf, or by a third party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result
of a conviction for an offense that does not require proof of criminal intent; and
● reasonable litigation expenses, including attorneys’
fees, incurred by the office holder in respect of certain administrative proceedings under the Israeli Securities Law.
● a breach of the duty of loyalty to the company, provided
that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
● a breach of duty of care to the company or to a third
party, to the extent such a breach arises out of the negligent conduct of the office holder; and
● a financial liability imposed on the office holder in
favor of a third party.
II-1
● a breach of the duty of loyalty, except for indemnification
and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and
had a reasonable basis to believe that the act would not harm the company;
● a breach of duty of care committed intentionally or recklessly,
excluding a breach arising solely out of the negligent conduct of the office holder;
● an act or omission committed with intent to derive illegal
personal benefit; or
● a fine, civil fine, monetary sanction or forfeit levied
against the office holder.
Exhibit Number
Exhibit
1.1
Form of Underwriting Agreement **
4.1
Amended and Restated Articles of Association of the Registrant (1)
4.2
Memorandum of Association of the Registrant (2)
4.3
Specimen ordinary share certificate of the Registrant (3)
4.4
Form of Debt Indenture*
4.5
Form of Debt Securities**
4.6
Form of Warrant Agreement**
4.7
Form
of Warrant Certificate**
5.1
Opinion of Meitar Law Offices as to the ordinary shares being registered*
5.2
Opinion of Cooley LLP as to the warrants and debt securities being registered*
23.1
Consent of Kesselman & Kesselman, an independent registered public accounting firm and a member firm of PricewaterhouseCoopers International Limited *
23.2
Consent of Meitar Law Offices (included in Exhibit 5.1)*
23.5
Consent of Cooley LLP (included in Exhibit 5.2)*
24
Power of Attorney (included on the signature page of this Registration Statement)*
25
Statement of Eligibility of Trustee under the Debt Indenture***
(1)
Incorporated by reference to Appendix A to the registrant’s proxy statement for its February 3, 2015 extraordinary general meeting of shareholders, attached as Exhibit 99.1 to the Registrant’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on January 6, 2015.
(2)
Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form F-4 (Commission File No. 333-182025), filed with the Commission on June 8, 2012.
(3)
Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registrant’s Registration Statement on Form F-4 (Commission File No. 333-182025), filed with the Commission on August 6, 2012.
*
Filed herewith
**
To be filed by amendment or as an exhibit to a filing with the Commission pursuant to the Exchange Act and incorporated herein by reference, if applicable.
***
To be filed separately under electronic form type 305B2, if applicable. II-2 II-3 II-4
STRATASYS LTD.
By:
/s/ Yoav Zeif
Name: Yoav Zeif
Title: Chief Executive Officer
Signature
Title
Date
/s/
Yoav Zeif
Chief Executive Officer
March
2, 2021
Yoav Zeif
(Principal Executive Officer) and Director
/s/
Lilach Payorski
Chief Financial Officer
March
2, 2021
Lilach Payorski
(Principal Financial and Accounting Officer)
/s/
Dov Ofer
Chairman of the Board
March
2, 2021
Dov Ofer
/s/
Zeev Holtzman
Director
March
2, 2021
Zeev Holtzman
/s/
John J. McEleney
Director
March
2, 2021
John J. McEleney
/s/
Ziva Patir
Director
March
2, 2021
Ziva Patir
/s/
David Reis
Director
March
2, 2021
David Reis
/s/ Michael Schoellhorn
Director
March
2, 2021
Michael
Schoellhorn
/s/ Yair Seroussi
Director
March 2, 2021
Yair Seroussi
/s/ Adina Shorr
Director
March 2, 2021
Adina Shorr
THE UNITED STATES:
By:
/s/ Richard Garrity
Name: Richard Garrity
Title: President
Date: March 2, 2021 II-5
Issuer
AND
[TRUSTEE],
Trustee
Dated as of [●], 20__
Page
article
1
DEFINITIONS
1
Section 1.01 Definitions of Terms
1
article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES
5
Section 2.01 Designation and Terms of Securities
5
Section 2.02 Form of Securities and Trustee’s Certificate
8
Section 2.03 Denominations: Provisions for Payment
8
Section 2.04 Execution and Authentications
10
Section 2.05 Registration of Transfer and Exchange
10
Section 2.06 Temporary Securities
12
Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities
12
Section 2.08 Cancellation
13
Section 2.09 Benefits of Indenture
13
Section 2.10 Authenticating Agent
13
Section 2.11 Global Securities
14
Section 2.12 CUSIP Numbers
15
article 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS
15
Section 3.01 Redemption
15
Section 3.02 Notice of Redemption
15
Section 3.03 Payment Upon Redemption
16
Section 3.04 Sinking Fund
17
Section 3.05 Satisfaction of Sinking Fund Payments with Securities
17
Section 3.06 Redemption of Securities for Sinking Fund
17
Page
article 4 COVENANTS
18
Section 4.01 Payment of Principal, Premium and Interest
18
Section 4.02 Maintenance of Office or Agency
18
Section 4.03 Paying Agents
18
Section 4.04 Appointment to Fill Vacancy in Office of Trustee
19
article 5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
20
Section 5.01 Company to Furnish Trustee Names and Addresses of Securityholders
20
Section 5.02 Preservation Of Information; Communications With Securityholders
20
Section 5.03 Reports by the Company
20
Section 5.04 Reports by the Trustee
20
article 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
20
Section 6.01 Events of Default
20
Section 6.02 Collection of Indebtedness and Suits for Enforcement by Trustee
22
Section 6.03 Application of Moneys Collected
23
Section 6.04 Limitation on Suits
24
Section 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver
25
Section 6.06 Control by Securityholders
25
Section 6.07 Undertaking to Pay Costs
25
article 7 CONCERNING THE TRUSTEE
26
Section 7.01 Certain Duties and Responsibilities of Trustee
26
Section 7.02 Certain Rights of Trustee
27
Section 7.03 Trustee Not Responsible for Recitals or Issuance or Securities
29
Page
Section 7.04 May Hold Securities
30
Section 7.05 Moneys Held in Trust
30
Section 7.06 Compensation and Reimbursement
30
Section 7.07 Reliance on Officer’s Certificate
31
Section 7.08 Disqualification; Conflicting Interests
31
Section 7.09 Corporate Trustee Required; Eligibility
31
Section 7.10 Resignation and Removal; Appointment of Successor
31
Section 7.11 Acceptance of Appointment By Successor
32
Section 7.12 Merger, Conversion, Consolidation or Succession to Business
34
Section 7.13 Preferential Collection of Claims Against the Company
34
Section 7.14 Notice of Default.
34
article 8 CONCERNING THE SECURITYHOLDERS
34
Section 8.01 Evidence of Action by Securityholders
34
Section 8.02 Proof of Execution by Securityholders
35
Section 8.03 Who May be Deemed Owners
35
Section 8.04 Certain Securities Owned by Company Disregarded
36
Section 8.05 Actions Binding on Future Securityholders
36
article 9 SUPPLEMENTAL INDENTURES
36
Section 9.01 Supplemental Indentures Without the Consent of Securityholders
36
Section 9.02 Supplemental Indentures With Consent of Securityholders
38
Section 9.03 Effect of Supplemental Indentures
38
Section 9.04 Securities Affected by Supplemental Indentures
38
Section 9.05 Execution of Supplemental Indentures
38
Page
article 10 SUCCESSOR ENTITY
39
Section 10.01 Company May Consolidate, Etc.
39
Section 10.02 Successor Entity Substituted
39
article 11 SATISFACTION AND DISCHARGE
40
Section 11.01 Satisfaction and Discharge of Indenture
41
Section 11.02 Discharge of Obligations
41
Section 11.03 Deposited Moneys to be Held in Trust
41
Section 11.04 Payment of Moneys Held by Paying Agents
41
Section 11.05 Repayment to Company
41
article 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
42
Section 12.01 No Recourse
42
article 13 MISCELLANEOUS PROVISIONS
42
Section 13.01 Effect on Successors and Assigns
42
Section 13.02 Actions by Successor
42
Section 13.03 Surrender of Company Powers
42
Section 13.04 Notices
43
Section 13.05 Governing Law; Jury Trial Waiver
43
Section 13.06 Treatment of Securities as Debt
43
Section 13.07 Certificates and Opinions as to Conditions Precedent
43
Section 13.08 Payments on Business Days
44
Section 13.09 Conflict with Trust Indenture Act
44
Section 13.10 Counterparts
44
Section 13.11 Separability
44
Section 13.12 Compliance Certificates
44
Section 13.13 Patriot Act
45
Section 13.14 Force Majeure
45
Section 13.12 Table of Contents; Headings
45
DEFINITIONS
ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES
REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS
COVENANTS
SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
CONCERNING THE TRUSTEE
CONCERNING THE SECURITYHOLDERS
SUPPLEMENTAL INDENTURES
SUCCESSOR ENTITY
SATISFACTION AND DISCHARGE
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
MISCELLANEOUS PROVISIONS
Stratasys, Inc.
By:
Name:
Title:
[Trustee], as Trustee
By:
Name:
Title:
310(a)
7.09
310(b)
7.08
7.10
310(c)
Inapplicable
311(a)
7.13
311(b)
7.13
311(c)
Inapplicable
312(a)
5.01
5.02(a)
312(b)
5.02(c)
312(c)
5.02(c)
313(a)
5.04(a)
313(b)
5.04(b)
313(c)
5.04(a)
5.04(b)
313(d)
5.04(c)
314(a)
5.03
13.12
314(b)
Inapplicable
314(c)
13.07(a)
314(d)
Inapplicable
314(e)
13.07(b)
314(f)
Inapplicable
315(a)
7.01(a)
7.01(b)
315(b)
7.14
315(c)
7.01
315(d)
7.01(b)
315(e)
6.07
316(a)
6.06
8.04
316(b)
6.04
316(c)
8.01
317(a)
6.02
317(b)
4.03
318(a)
13.09
(1) This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing
on the interpretation of any of its terms or provisions.
Re: Registration Statement on Form F-3
(i) ordinary shares of the Company, par value New Israeli Shekels 0.01 per share (“Ordinary Shares”) (including Ordinary
Shares issuable upon exercise or conversion of other Securities (as defined below) (the “Shares”);
(ii) warrants to purchase Shares or other securities of the Company (the “Warrants”); and
(iii) debt securities of the Company (the “Debt Securities”) to be issued by the Company pursuant to an indenture (a
“Company Indenture”) to be executed by the Company and the relevant trustee under the Company Indenture (collectively,
the Shares, Warrants and Debt Securities are referred to as the “Securities”).
Very truly yours,
/s/ Meitar Law Offices
Meitar Law Offices
● ordinary shares, par value NIS 0.01 per share, of
the Company (the “Ordinary Shares”);
● debt securities, in one or more series (the “Debt
Securities”), which may be issued pursuant to an indenture to be dated on or about the date of the first issuance
of Debt Securities thereunder, by and between a trustee to be selected by the Company (the “Trustee”)
and the Company, in the form filed as Exhibit 4.4 to the Registration Statement and one or more indentures supplemental thereto
with respect to any particular series of Debt Securities (the “Indenture”); and
● warrants to purchase Ordinary Shares (the “Warrants”), which may be
issued under one or more warrant agreements, to be dated on or about the date of the first issuance of Warrants thereunder,
by and between a warrant agent to be selected by the Company (the “Warrant Agent”) and the Company,
in the form to be filed or incorporated by reference in the Registration Statement (each, a “Warrant
Agreement”).
By:
/s/ Marc Recht
Marc Recht
Tel-Aviv, Israel
/s/ Kesselman & Kesselman
March 2, 2021
Certified Public Accountants (lsr.)
A member firm of PricewaterhouseCoopers
International Limited
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