UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington,, DC 2200554499

FORM 66--K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 1133a--1166 OR 1155d--1166 OF THE SECURITIES EXCHANGE ACT OF 11993344

For the month of September 22002255

Commission File No..:: 000000--3300666688

NOVA LTD..

((Translation of registrant's name into English))

55 David Fikes Street,, Rehovot,, Israel ((Address of principal executive offices))

Indicate by check mark whether the registrant files or will file annual reports under cover Form 2200--F or Form 4400--F..

Form 2200--F ☒ Form 4400--F ☐

EXPLANATORY NOTE

On September 55,, 22002255,, Nova Ltd.. ((NASDAQ::NVMI)) ((the "Company")) closed the previously announced offering of \$\$665500,,000000,,000000 principal amount of 00..0000%% convertible senior notes due 22003300 in a private offering to qualified institutional buyers pursuant to Rule 114444A under the Securities Act of 11993333,, as amended ((the "Securities Act")),, including \$\$110000,,000000,,000000 of Additional Convertible Notes ((as defined below)) pursuant to the 1133--day option of the Initial Purchasers ((as defined below)),, resulting in a total principal amount of \$\$775500,,000000,,000000..

PURCHASE AGREEMENT

On September 22,, 22002255,, the Company entered into a purchase agreement ((the "Purchase Agreement")) with the initial purchasers party thereto ((collectively the "Initial Purchasers")),, pursuant to which the Company agreed to sell \$\$665500,,000000,,000000 aggregate principal amount of its 00..0000%% convertible senior notes due 22003300 ((the "Initial Convertible Notes")) in a private placement pursuant to Rule 114444A under the Securities Act.. The Company also agreed to grant a 1133--day option to the Initial Purchasers to purchase all or part of an additional \$\$110000,,000000,,000000 aggregate principal amount of its 00..0000%% convertible senior notes due 22003300 ((the "Additional Convertible Notes")),, which the Initial Purchasers exercised in full on September 33,, 22002255.. The Initial Convertible Notes,, together with the Additional Convertible Notes,, are referred to herein as the "Convertible Notes.."

The Purchase Agreement includes customary representations,, warranties and covenants.. Under the terms of the Purchase Agreement,, the Company has agreed to indemnify the Initial Purchasers against certain liabilities and contribute to payments which the Initial Purchasers may be required to make in respect of any such liabilities..

INDENTURE

The sale of the Convertible Notes closed on September 55,, 22002255.. The Convertible Notes were issued pursuant to an indenture,, dated September 55,, 22002255 ((the "Indenture")),, between the Company and U..S.. Bank Trust Company,, National Association,, as trustee ((the "Trustee"))..

The Convertible Notes will not bear regular interest,, and the principal amount of the Notes will not accrete.. However,, special interest,, if any,, may accrue on the Notes upon the occurrence of certain events relating to the failure to file certain reports with the U..S.. Securities and Exchange Commission or to remove certain restrictive legends from the Notes..

The Convertible Notes are convertible based upon an initial conversion rate of 33..11223344 of the Company's ordinary shares,, no par value ((the "ordinary shares")) per \$\$11,,000000 principal amount of Convertible Notes ((equivalent to a conversion price of approximately \$\$332200..1166 per ordinary share)).. The conversion rate will be subject to adjustment upon the occurrence of certain specified events,, but will not be adjusted for accrued and unpaid special interest ((as defined in the Indenture)),, if any.. In addition,, in connection with a make--whole fundamental change ((as defined in the Indenture)),, or following the Company's delivery of a notice of redemption,, the Company will,, in certain circumstances,, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or redemption,, as the case may be..

The Convertible Notes will mature on September 1155,, 22003300,, unless earlier repurchased,, redeemed or converted.. Prior to the close of business on the business day immediately preceding June 1155,, 22003300,, a holder may convert its Convertible Notes only under the following circumstances:: ((11)) during any calendar quarter commencing after the calendar quarter ending on December 3311,, 22002255 ((and only during such calendar quarter)),, if the last reported sale price of the Company's ordinary shares for at least 2200 trading days ((whether or not consecutive)) during a period of 3300 consecutive trading days ending on,, and including,, the last trading day of the immediately preceding calendar quarter is greater than or equal to 113300%% of the conversion price on each applicable trading day;; ((22)) during the five business day period after any 1100 consecutive trading day period ((the "measurement period")) in which the trading price per \$\$11,,000000 principal amount of Convertible Notes for each trading day of the measurement period was less than 9988%% of the product of the last reported sale price of the ordinary shares and the conversion rate on each such trading day;; ((33)) if the Company calls the Convertible Notes for redemption in certain circumstances,, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date;; or ((44)) upon the occurrence of specified corporate events.. On or after June 1155,, 22003300,, until the close of business on the second scheduled trading day immediately preceding the maturity date,, a holder may convert its Convertible Notes at any time,, regardless of the foregoing circumstances.. Upon conversion,, the Company will pay or deliver,, as the case may be,, cash,, ordinary shares or a combination of cash and ordinary shares,, at the Company's election..

The Company may redeem for cash ((11)) all of the Convertible Notes at any time on or prior to the 4400th scheduled trading day immediately preceding the maturity date if certain tax--related events occur and ((22)) all or any portion ((subject to certain limitations)) of the Convertible Notes,, at any time,, and from time to time,, on or after September 2200,, 22002288,, and on or before the 4400th scheduled trading day immediately before the maturity date,, at its option at any time and from time to time,, if the last reported sale price per share of Nova's ordinary shares has been at least 113300%% of the conversion price for a specified period of time and certain other conditions are satisfied.. The redemption price will be equal to the principal amount of the Convertible Notes to be redeemed,, plus accrued and unpaid special interest,, if any,, to,, but excluding,, the redemption date.. Upon the occurrence of a fundamental change ((as defined in the Indenture)),, holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 110000%% of the principal amount of the Convertible Notes to be repurchased,, plus accrued and unpaid special interest,, if any,, to,, but excluding,, the fundamental change repurchase date..

The Indenture contains customary terms and covenants,, including that upon certain events of default occurring and continuing,, either the Trustee or the holders of not less than 2255%% in aggregate principal amount of the Convertible Notes then outstanding may declare the entire principal amount of all the Convertible Notes plus accrued and unpaid special interest,, if any,, to be immediately due and payable..

The Convertible Notes are general unsecured obligations of the Company.. The Convertible Notes rank senior in right of payment to any of the Company's indebtedness that is expressly subordinated in right of payment to the Convertible Notes,, rank equal in right of payment to the Company's unsecured indebtedness that is not so subordinated,, including the Company's 00..0000%% convertible senior notes due 22002255,, are effectively junior in right of payment to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness and to the Company's liabilities in priority under the applicable bankruptcy laws of Israel,, and are structurally junior to all indebtedness and other liabilities ((including trade payables)) of the Company's subsidiaries..

The net proceeds from the sale of the Convertible Notes were approximately \$\$772299..00 million,, after deducting the Initial Purchasers' discounts and the estimated offering expenses payable by the Company.. The Company used approximately \$\$5511..88 million of the net proceeds from the sale of the Convertible Notes to pay the costs of the Capped Call Transactions ((as defined below)).. The Company intends to use the remainder of the net proceeds for general corporate purposes,, including potential mergers and acquisitions,, business development,, and the development of new products and technologies.. However,, the Company has not entered into any agreements for or otherwise committed to any specific acquisitions at this time.. Pending these uses,, the Company intends to invest the net proceeds in high--quality,, short--term fixed income instruments which include corporate,, financial institution,, federal agency or U..S.. government obligations..

CAPPED CALL TRANSACTIONS

In connection with the pricing of the Convertible Notes and the exercise by the Initial Purchasers of the 1133--day option,, the Company entered into privately negotiated capped call transactions ((the "Capped Call Transactions")) with certain of the Initial Purchasers ((or their affiliates)) and other financial institutions ((the "Option Counterparties")).. The Capped Call Transactions cover,, collectively,, the number of the Company's ordinary shares underlying the Convertible Notes,, subject to anti--dilution adjustments substantially similar to those applicable to the Convertible Notes.. The cost of the Capped Call Transactions was approximately \$\$5511..88 million..

The Capped Call Transactions are expected generally to reduce the potential dilution to the ordinary shares upon any conversion of the Convertible Notes and//or offset any cash payments the Company is required to make in excess of the principal amount upon conversion of the Convertible Notes in the event that the market price per share of the Company's ordinary shares,, as measured under the terms of the Capped Call Transactions,, is greater than the strike price of the Capped Call Transactions ((which initially corresponds to the initial conversion price of the Convertible Notes and is subject to certain adjustments under the terms of the Capped Call Transactions)),, with such reduction and//or offset subject to a cap based on the cap price of the Capped Call Transactions.. The cap price of the capped call transactions is initially approximately \$\$441155..0033 per share,, which represents a premium of 7755%% over the last reported sale price of the Company's ordinary shares of \$\$223377..1166 on September 22,, 22002255,, and is subject to certain adjustments under the terms of the Capped Call Transactions..

The Capped Call Transactions are separate transactions,, in each case,, entered into by the Company with the Option Counterparties,, and are not part of the terms of the Convertible Notes and will not change the holders' rights under the Convertible Notes.. Holders of the Convertible Notes will not have any rights with respect to the Capped Call Transactions..

UNREGISTERED SALE OF EQUITY SECURITIES

The Company's offering of the Convertible Notes to the Initial Purchasers was made in reliance on the exemption from registration provided by Section 44((a))((22)) of the Securities Act.. The Company relied on this exemption from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement,, including that the Initial Purchasers would only offer,, sell or deliver the Convertible Notes to persons inside the United States whom they reasonably believed to be qualified institutional buyers within the meaning of Rule 114444A under the Securities Act..

The Convertible Notes and the Company's ordinary shares issuable upon conversion of the Convertible Notes,, if any,, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements..

EXHIBIT INDEX

The following exhibits are filed as part of this Form 66--K::

Exhibit	Description
4411 4422	Indenture between Nova Ltd and US Bank Trust Company,, National Association,, as trustee,, for the 000000%% Convertible Senior Notes due 22003300 Form of 000000%% Convertible Senior Note due 22003300 ((included in Exhibit 4411))
110011	Form of Confirmation of Capped Call Transaction

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 11993344,, the registrant has duly caused this report to be signed on its behalf by the undersigned,, thereunto duly authorized..

Date:: September 88,, 22002255

NOVA LTD..

By:: //s// Guy Kizner Name:: Guy Kizner

Title:: Chief Financial Officer

Exhibit 44..11

Execution Version

NOVA LTD..

AND

U..S.. BANK TRUST COMPANY,, NATIONAL ASSOCIATION,,

as Trustee

INDENTURE

Dated as of September 55,, 22002255

00%% Convertible Senior Notes due 22003300

ARTICLE 11

DEFINITIONS

Section 11..0011 .. Definitions 11 Section 11..0022 .. References to Interest 1155

PAGE

ARTICLE 22 ISSUE,, DESCRIPTION,, EXECUTION,, REGISTRATION AND EXCHANGE OF NOTES

Section 220011 Designation and Amount	1166
Section 220022 Form of Notes	1166
Section 220033 Date and Denomination of Notes;; No Regular Interest;; Payments of Special Interest and Defaulted Amounts	1177
Section 220044 Execution,, Authentication and Delivery of Notes	1188
Section 220055 Exchange and Registration of Transfer of Notes;; Restrictions on Transfer;; Depositary	1199
Section 220066 Mutilated,, Destroyed,, Lost or Stolen Notes	2266
Section 220077 Temporary Notes	2277
Section 220088 Cancellation of Notes Paid,, Converted,, Etc	2288
Section 220099 CUSIP Numbers	2288
Section 221100 Additional Notes;; Repurchases	2288

ARTICLE 33
SATISFACTION AND DISCHARGE

Section 330011 Satisfaction and Discharge	3300
ARTICLE 44
PARTICULAR COVENANTS OF THE COMPANY

Section 440011 Payment of Principal and Special Interest	3300
Section 440022 Maintenance of Office or Agency	3300
Section 440033 Appointments to Fill Vacancies in Trustee's Office	3311
Section 440044 Provisions as to Paying Agent	3311
Section 440055 Existence	3322
Section 440066 Rule 114444A Information Requirement and Annual Reports	3322
Section 440077 Stay,, Extension and Usury Laws	3366
Section 440088 Compliance Certificate;; Statements as to Defaults	3366
Section 440099 Further Instruments and Acts	3366
Section 441100 Additional Amounts	3366

i

ARTICLE 55

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 55..0011 .. Lists of Holders 4400 Section 55..0022 .. Preservation and Disclosure of Lists 4411

ARTICLE 66 DEFAULTS AND REMEDIES

Section 660011 Events of Default	4411
Section 660022 Acceleration;; Rescission and Annulment	4433
Section 660033 Special Interest	4444
Section 660044 Payments of Notes on Default;; Suit Therefor	4444
Section 660055 Application of Monies Collected by Trustee	4466
Section 660066 Proceedings by Holders	4477
Section 660077 Proceedings by Trustee	4488
Section 660088 Remedies Cumulative and Continuing	4488
Section 660099 Direction of Proceedings and Waiver of Defaults by Majority of Holders	4499
Section 661100 Notice of Defaults	4499
Section 661111 Undertaking to Pay Costs	5500

ARTICLE 77

CONCERNING THE TRUSTEE

Section 770011 Duties and Responsibilities of Trustee	5500
Section 770022 Reliance on Documents,, Opinions,, Etc	5522
Section 770033 No Responsibility for Recitals,, Etc	5544
Section 770044 Trustee,, Paying Agents,, Conversion Agents,, Bid Solicitation Agent or Note Registrar May Own Notes	5555
Section 770055 Monies and Ordinary Shares to Be Held in Trust	5555
Section 770066 Compensation and Expenses of Trustee	5555
Section 770077 Officers' Certificate as Evidence	5566
Section 770088 Eligibility of Trustee	5566
Section 770099 Resignation or Removal of Trustee	5566
Section 771100 Acceptance by Successor Trustee	5577
Section 771111 Succession by Merger,, Etc	5588
Section 771122 Trustee's Application for Instructions from the Company	5599
ARTICLE 88
CONCERNING THE HOLDERS
Section 880011 Action by Holders	5599
Section 880022 Proof of Execution by Holders	5599
Section 880033 Who Are Deemed Absolute Owners	6600
Section 880044 Company--Owned Notes Disregarded	6600

Section 88..0055 .. Revocation of Consents;; Future Holders Bound 6600

ARTICLE 99 HOLDERS' MEETINGS

Section 990011 Purpose of Meetings	6611
Section 990022 Call of Meetings by Trustee	6611
Section 990033 Call of Meetings by Company or Holders	6622
Section 990044 Qualifications for Voting	6622
Section 990055 Regulations	6622
Section 990066 Voting	6622
Section 990077 No Delay of Rights by Meeting	6633
ARTICLE 1100
SUPPLEMENTAL INDENTURES
Section 11000011 Supplemental Indentures Without Consent of Holders	6633

Section 11000022 Supplemental Indentures with Consent of Holders	6644
Section 11000033 Effect of Supplemental Indentures	6666
Section 11000044 Notation on Notes	6666
Section 11000055 Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee	6666
ARTICLE 1111 CONSOLIDATION,, MERGER,, SALE,, CONVEYANCE AND LEASE
Section 11110011 Company May Consolidate,, Etc on Certain Terms	6666
Section 11110022 Successor Corporation to Be Substituted	6677
Section 11110033 Opinion of Counsel to Be Given to Trustee	6688
ARTICLE 1122
IMMUNITY OF INCORPORATORS,, SHAREHOLDERS,, OFFICERS AND DIRECTORS

Section 1122..0011 .. Indenture and Notes Solely Corporate Obligations 6688

ARTICLE 1133 [INTENTIONALLY OMITTED]

iii

ARTICLE 1144 CONVERSION OF NOTES

6699 7722 7799



8822
9922
9922
9922
9944
9944
9955
9966
9966


9977
9977
110000
110011
110022



110022 110033

Section 1166..0055 .. Restrictions on Tax Redemption 110066

ARTICLE 1177

Section 1166..0033 .. Payment of Notes Called for Tax Redemption 110055 Section 1166..0044 .. Holders' Right to Avoid Tax Redemption 110055

OPTIONAL REDEMPTION

Section 1177..0011 .. Optional Redemption On or After September 2200,, 22002288 110066

Section 1177..0022 .. Notice of Optional Redemption;; Selection of Notes 110066

Section 1177..0033 .. Payment of Notes Called for Optional Redemption 110088

Section 1177..0044 .. Restrictions on Optional Redemption 110099

ARTICLE 1188 MISCELLANEOUS PROVISIONS

Section 11880011 Provisions Binding on Company's Successors	110099
Section 11880022 Official Acts by Successor Corporation	110099
Section 11880033 Addresses for Notices,, Etc	110099
Section 11880044 Governing Law;; Jurisdiction	111100
Section 11880055 Evidence of Compliance with Conditions Precedent;; Certificates and Opinions of Counsel to Trustee	111100
Section 11880066 Legal Holidays	111111
Section 11880077 No Security Interest Created	111111
Section 11880088 Benefits of Indenture	111111
Section 11880099 Table of Contents,, Headings,, Etc	111111
Section 11881100 Authenticating Agent	111111
Section 11881111 Execution in Counterparts and Electronic Execution	111122
Section 11881122 Severability	111133
Section 11881133 Waiver of Jury Trial	111133
Section 11881144 Force Majeure	111133
Section 11881155 Calculations	111133
Section 11881166 USA PATRIOT Act	111144
Section 11881177 Agent for Service of Process	111144
EXHIBIT

Exhibit A Form of Note A--11

INDENTURE dated as of September 55,, 22002255 between NOVA LTD..,, an Israeli corporation,, as issuer ((the "Company,," as more fully set forth in Section 11..0011)) and U..S.. BANK TRUST COMPANY,, NATIONAL ASSOCIATION,, a national banking association,, as trustee ((the "Trustee,," as more fully set forth in Section 11..0011))..

W I T N E S S E T H::

WHEREAS,, for its lawful corporate purposes,, the Company has duly authorized the issuance of its 00%% Convertible Senior Notes due 22003300 ((the "Notes")),, initially in an aggregate principal amount not to exceed \$\$775500,,000000,,000000,, and in order to provide the terms and conditions upon which the Notes are to be authenticated,, issued and delivered,, the Company has duly authorized the execution and delivery of this Indenture;; and

WHEREAS,, the Form of Note,, the certificate of authentication to be borne by each Note,, the Form of Notice of Conversion,, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided;; and

WHEREAS,, all acts and things necessary to make the Notes,, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent,, as in this Indenture provided,, the valid,, binding and legal obligations of the Company,, and this Indenture a valid agreement according to its terms,, have been done and performed,, and the execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly authorized..

NOW,, THEREFORE,, THIS INDENTURE WITNESSETH::

That in order to declare the terms and conditions upon which the Notes are,, and are to be,, authenticated,, issued and delivered,, and in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof,, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes ((except as otherwise provided below)),, as follows::

ARTICLE 11

DEFINITIONS

Section 11..0011.. Definitions.. The terms defined in this Section 11..0011 ((except as herein 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 11..0011.. The words "herein,," "hereof,," "hereunder" and words of similar import refer to this Indenture as a whole and not to any particular Article,, Section or other subdivision.. The terms defined in this Article include the plural as well as the singular..

"Additional Amounts" shall have the meaning set forth in Section 44..1100((a))..

"Additional Shares" shall have the meaning specified in Section 1144..0033((a))..

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.. For the purposes of this definition,, "control,," when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person,, directly or indirectly,, whether through the ownership of voting securities,, by contract or otherwise;; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.. Notwithstanding anything to the contrary herein,, the determination of whether one Person is an "Affiliate" of another Person for purposes of this Indenture shall be made based on the facts at the time such determination is made or required to be made,, as the case may be,, hereunder..

"Bankruptcy Law" means Title 1111,, U..S.. Code,, as amended,, or any similar federal,, state or foreign law for the relief of debtors..

"Bid Solicitation Agent" means the Company or Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 1144..0011((b))((i)).. The Company shall initially act as the Bid Solicitation Agent..

"Board of Directors" means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder..

"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,, and to be in full force and effect on the date of such certification,, and delivered to the Trustee..

"Business Combination Event" shall have the meaning specified in Section 1111..0011..

"Business Day" means,, with respect to any Note,, any day other than a Saturday,, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed;; provided that,, solely for purposes of Section 1144..0022((c)),, if Physical Settlement or Combination Settlement applies,, "Business Day" shall also not include days on which banking institutions in Israel are authorized or obligated by law or executive order to close or to be closed..

"Capital Stock" means,, for any entity,, any and all shares,, interests,, rights to purchase,, warrants,, options,, participations or other equivalents of or interests in ((however designated)) stock issued by that entity..

"Cash Settlement" shall have the meaning specified in Section 1144..0022((a))..

"Change in Tax Law" shall have the meaning specified in Section 1166..0011((a))((ii))..

"Clause A Distribution" shall have the meaning specified in Section 1144..0044((c))..

"Clause B Distribution" shall have the meaning specified in Section 1144..0044((c))..

"Clause C Distribution" shall have the meaning specified in Section 1144..0044((c))..

"close of business" means 55::0000 p..m.. ((New York City time))..

"Combination Settlement" shall have the meaning specified in Section 1144..0022((a))..

"Commission" means the U..S.. Securities and Exchange Commission..

"Common Equity" of any Person means Capital Stock of such Person that is generally entitled ((a)) to vote in the election of directors of such Person or ((b)) if such Person is not a corporation,, to vote or otherwise participate in the selection of the governing body,, partners,, managers or others that will control the management or policies of such Person..

"Company" shall have the meaning specified in the first paragraph of this Indenture,, and subject to the provisions of Article 1111,, shall include its successors and assigns..

"Company Order" means a written order of the Company,, signed by ((a)) the Company's Chief Executive Officer,, President,, Chief Financial Officer,, Executive or Senior Vice President or any Vice President ((whether or not designated by a number or numbers or word or words added before or after the title "Vice President")) and ((b)) any such other Officer designated in clause ((a)) of this definition or the Company's Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary,, and delivered to the Trustee..

"Conversion Agent" shall have the meaning specified in Section 44..0022..

"Conversion Date" shall have the meaning specified in Section 1144..0022((c))..

"Conversion Obligation" shall have the meaning specified in Section 1144..0011((a))..

"Conversion Price" means as of any time,, \$\$11,,000000,, divided by the Conversion Rate as of such time..

"Conversion Rate" shall have the meaning specified in Section 1144..0011((a))..

"Corporate Trust Office" means the principal office of the Trustee at which at any time its corporate trust business shall be administered,, which office at the date hereof is located at U..S.. Bank Trust Company,, National Association,, West Side Flats,, St.. Paul,, 111111 Fillmore Ave.. E..,, Saint Paul,, Minnesota 5555110077,, Attention:: Corporate Trust Department – Nova Ltd Administrator,, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company,, or the principal corporate trust office of any successor trustee ((or such other address as such successor trustee may designate from time to time by notice to the Holders and the Company))..

"Custodian" means the Trustee,, as custodian for The Depository Trust Company,, with respect to the Global Notes,, or any successor entity thereto..

"Daily Conversion Value" means,, for each of the 4400 consecutive Trading Days during the Observation Period,, one--fortieth of the product of ((a)) the Conversion Rate on such Trading Day and ((b)) the Daily VWAP for such Trading Day..

"Daily Measurement Value" means the Specified Dollar Amount ((if any)),, divided by 4400..

"Daily Settlement Amount,," for each of the 4400 consecutive Trading Days during the Observation Period,, shall consist of::

((a)) cash in an amount equal to the lesser of ((i)) the Daily Measurement Value and ((ii)) the Daily Conversion Value on such Trading Day;; and

((b)) if the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value,, a number of Ordinary Shares equal to ((i)) the difference between the Daily Conversion Value and the Daily Measurement Value,, divided by ((ii)) the Daily VWAP for such Trading Day..

"Daily VWAP" means,, for each of the 4400 consecutive Trading Days during the relevant Observation Period,, the per share volume--weighted average price as displayed under the heading "Bloomberg VWAP" on Bloomberg page "NVMI < AQR" ((or its equivalent successor if such page is not available)) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day ((or if such volume--weighted average price is unavailable,, the market value of one Ordinary Share on such Trading Day determined,, using a volume--weighted average method,, by a nationally recognized independent investment banking firm retained for this purpose by the Company)).. The "Daily VWAP" shall be determined without regard to after--hours trading or any other trading outside of the regular trading session trading hours..

"Default" means any event that is,, or after notice or passage of time,, or both,, would be,, an Event of Default..

"Default Settlement Method" shall have the meaning specified in Section 1144..0022((a))((iii))((A))..

"Defaulted Amounts" means any amounts on any Note ((including,, without limitation,, the Redemption Price,, the Fundamental Change Repurchase Price,, principal and Special Interest,, if any and Deferred Special Interest,, if any)) that are payable but are not punctually paid or duly provided for..

"Deferred Special Interest" shall have the meaning specified in Section 44..0066((g))((i))..

"Deferred Special Interest Demand Request" shall have the meaning specified in Section 44..0066((g))((i))..

"De--legending Deadline Date" means,, with respect to the Notes,, the 338800th day after the Original Issuance Date..

"delivered" with respect to any notice to be delivered,, given or mailed to a Holder 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 Note)) or ((y)) mailed to such Holder by first class mail,, postage prepaid,, at its address as it appears on the Note Register,, in each case in accordance with Section 1188..0033.. Notice so "delivered" shall be deemed to include any notice to be "mailed" or "given,," as applicable,, under this Indenture..

"Depositary" means,, with respect to each Global Note,, the Person specified in Section 22..0055((c)) as the Depositary with respect to such Notes,, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture,, and thereafter,, "Depositary" shall mean or include such successor..

"Distributed Property" shall have the meaning specified in Section 1144..0044((c))..

"Effective Date" shall have the meaning specified in Section 1144..0033((c)),, except that,, as used in Section 1144..0044 and Section 1144..0055,, "Effective Date" means the first date on which Ordinary Shares trade on the applicable exchange or in the applicable market,, regular way,, reflecting the relevant share split or share combination,, as applicable..

"Event of Default" shall have the meaning specified in Section 66..0011..

"Ex--Dividend Date" means the first date on which Ordinary Shares trade on the applicable exchange or in the applicable market,, regular way,, without the right to receive the issuance,, dividend or distribution in question,, from the Company or,, if applicable,, from the seller of Ordinary Shares on such exchange or market ((in the form of due bills or otherwise)) as determined by such exchange or market..

"Exchange Act" means the Securities Exchange Act of 11993344,, as amended,, and the rules and regulations promulgated thereunder..

"Exchange in Lieu of Conversion" shall having the meaning specified in Section 1144..1122..

"Exempted Fundamental Change" means a Fundamental Change that satisfies each of the conditions set forth in Section 1155..0022((f))..

"FATCA" shall have the meaning set forth in Section 44..1100((a))((i))((D))..

"Form of Assignment and Transfer" means the "Form of Assignment and Transfer" attached as Attachment 33 to the Form of Note attached hereto as Exhibit A..

"Form of Fundamental Change Repurchase Notice" means the "Form of Fundamental Change Repurchase Notice" attached as Attachment 22 to the Form of Note attached hereto as Exhibit A..

"Form of Note" means the "Form of Note" attached hereto as Exhibit A..

"Form of Notice of Conversion" means the "Form of Notice of Conversion" attached as Attachment 11 to the Form of Note attached hereto as Exhibit A..

"Fundamental Change" shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs::

((a)) a "person" or "group" within the meaning of Section 1133((d)) of the Exchange Act,, other than the Company,, its Wholly Owned Subsidiaries and the employee benefit plans of the Company and its Wholly Owned Subsidiaries,, files a Schedule TO or any schedule,, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect "beneficial owner,," as defined in Rule 1133d--33 under the Exchange Act,, of Ordinary Shares representing more than 5500%% of the voting power of the Ordinary Shares;;

((b)) the consummation of ((A)) any recapitalization,, reclassification or change of the Ordinary Shares ((other than changes resulting from a subdivision or combination or changes in nominal ((par)) value)) as a result of which the Ordinary Shares would be converted into,, or exchanged for,, stock,, other securities,, other property or assets;; ((B)) any share exchange,, consolidation or merger or statutory scheme of arrangement of the Company pursuant to which the Ordinary Shares will be converted into cash,, securities or other property or assets;; or ((C)) any sale,, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries,, taken as a whole,, to any Person other than one of the Company's Wholly Owned Subsidiaries;; provided,, however,, that a transaction described in clause ((A)) or ((B)) in which the holders of all classes of the Company's Common Equity immediately prior to such transaction own,, directly or indirectly,, more than 5500%% of all classes of Common Equity of the continuing or surviving corporation or transferee or the direct or indirect parent thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause ((b));;

((c)) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company;; or

((d)) the Ordinary Shares ((or other common equity underlying the Notes)) cease to be listed or quoted on any of The New York Stock Exchange,, The Nasdaq Global Select Market or The Nasdaq Global Market ((or any of their respective successors));;

provided,, however,, that a transaction or transactions described in clause ((a)) or clause ((b)) above shall not constitute a Fundamental Change,, if at least 9900%% of the consideration received or to be received by holders of the Ordinary Shares,, excluding cash payments for fractional shares and cash payments made in respect of dissenters' statutory appraisal rights,, in connection with such transaction or transactions consists of shares of common equity that are listed or quoted on any of The New York Stock Exchange,, The Nasdaq Global Select Market or The Nasdaq Global Market ((or any of their respective successors)) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration,, excluding cash payments for fractional shares and cash payments made in respect of dissenters' statutory appraisal rights ((subject to the provisions of Section 1144..0022((a)))).. If any transaction in which the Ordinary Shares are replaced by the securities of another entity occurs,, following completion of any related Make-- Whole Fundamental Change Period ((or,, in the case of a transaction that would have been a Fundamental Change or a Make--Whole Fundamental Change but for the proviso immediately following clause ((d)) of this definition,, following the effective date of such transaction)),, references to the Company in this definition shall instead be references to such other entity.. For purposes of this definition of "Fundamental Change",, any transaction that constitutes a Fundamental Change pursuant to both clause ((a)) and clause ((b)) of this definition ((whether or not the proviso to clause ((b)) applies to such transaction)) shall be deemed a Fundamental Change solely under clause ((b)) of this definition ((subject to the proviso therein))..

"Fundamental Change Company Notice" shall have the meaning specified in Section 1155..0022((c))..

"Fundamental Change Repurchase Date" shall have the meaning specified in Section 1155..0022((a))..

"Fundamental Change Repurchase Notice" shall have the meaning specified in Section 1155..0022((b))((i))..

"Fundamental Change Repurchase Price" shall have the meaning specified in Section 1155..0022((a))..

"Global Note" shall have the meaning specified in Section 22..0055((b))..

"Holder,," as applied to any Note,, or other similar terms ((but excluding the term "beneficial owner")),, means any Person in whose name at the time a particular Note is registered on the Note Register..

"Indenture" means this instrument as originally executed or,, if amended or supplemented as herein provided,, as so amended or supplemented..

"Initial Purchasers" shall have the meaning set forth in the Purchase Agreement..

"Last Reported Sale Price" of the Ordinary Shares on any date means the closing sale price ((or if no closing sale price is reported,, the average of the bid and ask prices or,, if more than one in either case,, the average of the average bid and the average ask prices)) per Ordinary Share on that date as reported in composite transactions for the principal U..S.. national or regional securities exchange on which the Ordinary Shares are traded.. If the Ordinary Shares are not listed for trading on a U..S.. national or regional securities exchange on the relevant date,, the "Last Reported Sale Price" shall be the last quoted bid price for per Ordinary Share in the over--the--counter market on the relevant date as reported by OTC Markets Group Inc.. or a similar organization.. If the Ordinary Shares are not so quoted,, the "Last Reported Sale Price" shall be the average of the mid--point of the last bid and ask prices per Ordinary Share on the relevant date from a nationally recognized independent investment banking firm selected by the Company for this purpose..

"Make--Whole Fundamental Change" means any transaction or event that constitutes a Fundamental Change ((as defined above and determined after giving effect to any exceptions to or exclusions from such definition,, but without regard to the proviso in clause ((b)) of the definition thereof))..

"Make--Whole Fundamental Change Period" shall have the meaning specified in Section 1144..0033((a))..

"Market Disruption Event" means,, for the purposes of determining amounts due upon conversion ((a)) a failure by the primary U..S.. national or regional securities exchange or market on which the Ordinary Shares are listed or admitted for trading to open for trading during its regular trading session or ((b)) the occurrence or existence prior to 11::0000 p..m..,, New York City time,, on any Scheduled Trading Day for the Ordinary Shares for more than one half--hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading ((by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise)) in the Ordinary Shares or in any options contracts or futures contracts relating to the Ordinary Shares..

"Maturity Date" means September 1155,, 22003300..

"Measurement Period" shall have the meaning specified in Section 1144..0011((b))((i))..

"Merger Event" shall have the meaning specified in Section 1144..0077((a))..

"Non--Israeli Tax Residency Representation" shall have the meaning specified in Section 22..1111..

"Note" or "Notes" shall have the meaning specified in the first paragraph of the recitals of this Indenture..

"Note Register" shall have the meaning specified in Section 22..0055((a))..

"Note Registrar" shall have the meaning specified in Section 22..0055((a))..

"Notice of Conversion" shall have the meaning specified in Section 1144..0022((b))..

"Notice of Election to Pay Deferred Special Interest" shall have the meaning specified in Section 44..0066((g))((i))..

"Notice of Optional Redemption" shall have the meaning specified in Section 1177..0022..

"Notice of Tax Redemption" shall have the meaning specified in Section 1166..0022..

"Observation Period" with respect to any Note surrendered for conversion means:: ((i)) subject to clause ((ii)),, if the relevant Conversion Date occurs prior to June 1155,, 22003300,, the 4400 consecutive Trading Day period beginning on,, and including,, the second Trading Day immediately succeeding such Conversion Date;; ((ii)) with respect to any Notes called for Redemption ((or deemed called for Redemption)),, if the relevant Conversion Date occurs during a Redemption Period,, the 4400 consecutive Trading Days beginning on,, and including,, the 4411st Scheduled Trading Day immediately preceding the Redemption Date;; and ((iii)) subject to clause ((ii)),, if the relevant Conversion Date occurs on or after June 1155,, 22003300,, the 4400 consecutive Trading Days beginning on,, and including,, the 4411st Scheduled Trading Day immediately preceding the Maturity Date..

"Offering Memorandum" means the preliminary offering memorandum dated September 22,, 22002255 as supplemented by the related pricing term sheet dated September 22,, 22002255,, relating to the offering and sale of the Notes..

"Officer" means,, with respect to the Company,, the President,, the Chief Executive Officer,, the Chief Financial Officer,, the Treasurer,, the Secretary,, any Executive or Senior Vice President or any Vice President ((whether or not designated by a number or numbers or word or words added before or after the title "Vice President"))..

"Officers' Certificate,," when used with respect to the Company,, means a certificate that is delivered to the Trustee and that is signed by ((a)) two Officers of the Company or ((b)) one Officer of the Company and one of the Treasurer,, any Assistant Treasurer,, the Secretary,, any Assistant Secretary or the Controller of the Company.. Each such certificate shall include the statements provided for in Section 1188..0055 if and to the extent required by the provisions of such Section.. One of the Officers giving an Officers' Certificate pursuant to Section 44..0088 shall be the principal executive,, financial or accounting officer of the Company..

"open of business" means 99::0000 a..m.. ((New York City time))..

"Opinion of Counsel" means an opinion in writing signed by legal counsel,, who may be an employee of or counsel to the Company,, or other counsel reasonably acceptable to the Trustee,, that is delivered to the Trustee,, which opinion may contain customary exceptions and qualifications as to the matters set forth therein.. Each such opinion shall include the statements provided for in Section 1188..0055 if and to the extent required by the provisions of such Section 1188..0055..

"Optional Redemption" shall have the meaning specified in Section 1177..0011..

"Optional Redemption Date" shall have the meaning specified in Section 1177..0022((a))..

"Optional Redemption Notice Date" shall have the meaning specified in Section 1177..0011..

"Ordinary Shares" means the ordinary shares of the Company,, no par value,, at the date of this Indenture,, subject to Section 1144..0077..

"Original Issuance Date" shall have the meaning specified in Section 44..0066((d))..

"outstanding,," when used with reference to Notes,, shall,, subject to the provisions of Section 88..0044,, mean,, as of any particular time,, all Notes authenticated and delivered by the Trustee under this Indenture,, except::

((a)) Notes theretofore canceled by the Trustee or accepted by the Trustee for cancellation;;

((b)) Notes,, or portions thereof,, that have become due and payable and in respect of which monies 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));;

((c)) Notes that have been paid pursuant to Section 22..0066 or Notes in lieu of which,, or in substitution for which,, other Notes shall have been authenticated and delivered pursuant to the terms of Section 22..0066 unless proof satisfactory to the Trustee is presented that any such Notes are held by protected purchasers in due course;;

((d)) Notes converted pursuant to Article 1144 and required to be cancelled pursuant to Section 22..0088;;

((e)) Notes redeemed by the Company pursuant to Article 1166 or Article 1177;; and

((f)) Notes repurchased by the Company pursuant to the penultimate sentence of Section 22..1100..

"Partial Redemption Limitation" shall have the meaning in Section 1177..0022((d))..

"Paying Agent" shall have the meaning specified in Section 44..0022..

"Person" means an individual,, a corporation,, a limited liability company,, an association,, a partnership,, a joint venture,, a joint stock company,, a trust,, an unincorporated organization or a government or an agency or a political subdivision thereof..

"Physical Notes" means permanent certificated Notes in registered form issued in minimum denominations of \$\$11,,000000 principal amount and integral multiples of \$\$11,,000000 in excess thereof..

"Physical Settlement" shall have the meaning specified in Section 1144..0022((a))..

"Predecessor Note" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note;; and,, for the purposes of this definition,, any Note authenticated and delivered under Section 22..0066 in lieu of or in exchange for a mutilated,, lost,, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated,, lost,, destroyed or stolen Note that it replaces..

"Purchase Agreement" means that certain Purchase Agreement,, dated as of September 22,, 22002255,, among the Company and the Initial Purchasers..

"Qualified Successor Entity" means,, with respect to a Business Combination Event,, a corporation;; provided,, however,, that a limited liability company,, limited partnership or other similar entity will also constitute a Qualified Successor Entity with respect to such Business Combination Event if either ((i)) such Business Combination Event is an Exempted Fundamental Change;; or ((ii)) both of the following conditions are satisfied:: ((11)) such limited liability company,, limited partnership or other similar entity,, as applicable,, is treated as a corporation or is a direct or indirect,, Wholly Owned Subsidiary of,, and disregarded as an entity separate from,, a corporation,, in each case for U..S.. federal income tax purposes;; and ((22)) such Business Combination Event constitutes a Merger Event whose Reference Property consists solely of any combination of cash in U..S.. dollars and shares of common stock or other corporate common equity interests of an entity that is ((x)) treated as a corporation for U..S.. federal income tax purposes;; ((y)) duly organized and existing under the laws of Israel,, Bermuda,, the British Virgin Islands,, Cayman Islands,, Guernsey,, Jersey,, the Netherlands,, Switzerland,, Luxembourg,, Ireland,, the United Kingdom,, the United States of America,, any State thereof or the District of Columbia;; and ((z)) the direct or indirect parent of such limited liability company,, limited partnership or other similar entity..

"Record Date" means,, with respect to any dividend,, distribution or other transaction or event in which the holders of Ordinary Shares ((or other applicable security)) have the right to receive any cash,, securities or other property or in which the Ordinary Shares ((or such other security)) are exchanged for or converted into any combination of cash,, securities or other property,, the date fixed for determination of holders of the Ordinary Shares ((or such other security)) entitled to receive such cash,, securities or other property ((whether such date is fixed by the Company,, by statute,, by contract or otherwise))..

"Redemption" means a Tax Redemption or an Optional Redemption,, as the case may be,, pursuant to this Indenture..

"Redemption Date" means the Tax Redemption Date or Optional Redemption Date,, as applicable..

"Redemption Notice" means a Notice of Tax Redemption or Notice of Optional Redemption,, as the case may be,, pursuant to this Indenture..

"Redemption Notice Date" means any Tax Redemption Notice Date or Optional Redemption Notice Date,, as the case may be,, pursuant to this Indenture..

"Redemption Period" means,, for any Redemption,, the period from,, and including,, the related Redemption Notice Date to,, and including,, the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date..

"Redemption Price" means,, for any Notes to be redeemed pursuant to Section 1166..0011 or Section 1177..0011,, 110000%% of the principal amount of such Notes,, plus accrued and unpaid Special Interest,, if any,, to,, but excluding,, the Redemption Date ((unless the Redemption Date falls after a Special Interest Record Date but on or prior to the immediately succeeding Special Interest Payment Date,, in which case Special Interest accrued to the Special Interest Payment Date will be paid to Holders of record of such Notes as of the close of business on such Special Interest Record Date,, and the Redemption Price will be equal to 110000%% of the principal amount of such Notes))..

"Reference Property" shall have the meaning specified in Section 1144..0077((a))..

"Relevant Taxing Jurisdiction" shall have the meaning specified in Section 44..1100((a))..

"Resale Restriction Termination Date" shall have the meaning specified in Section 22..0055((c))..

"Responsible Officer" means,, when used with respect to the Trustee,, any officer within the corporate trust department of the Trustee,, including any vice president,, assistant vice president,, assistant secretary,, assistant treasurer,, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers,, respectively,, or to whom any corporate trust matter is referred because of such person''s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture..

"Restricted Securities" shall have the meaning specified in Section 22..0055((c))..

"Rule 114444" means Rule 114444 as promulgated under the Securities Act..

"Rule 114444A" means Rule 114444A as promulgated under the Securities Act..

"Scheduled Trading Day" means a day that is scheduled to be a Trading Day on the principal U..S.. national or regional securities exchange or market on which the Ordinary Shares are listed or admitted for trading.. If the Ordinary Shares are not so listed or admitted for trading,, "Scheduled Trading Day" means a Business Day..

"Securities Act" means the Securities Act of 11993333,, as amended,, and the rules and regulations promulgated thereunder..

"Settlement Amount" has the meaning specified in Section 1144..0022((a))((iv))..

"Settlement Method" means,, with respect to any conversion of Notes,, Physical Settlement,, Cash Settlement or Combination Settlement,, as elected ((or deemed to have been elected)) by the Company..

"Settlement Method Election Deadline" shall have the meaning specified in Section 1144..0022((a))((iii))((A))..

"Settlement Notice" has the meaning specified in Section 1144..0022((a))((iii))((A))..

"Share Price" shall have the meaning specified in Section 1144..0033((c))..

"Significant Subsidiary" means a Subsidiary of the Company that meets the definition of "significant subsidiary" in Article 11,, Rule 11--0022 of Regulation S--X under the Exchange Act..

"Special Interest" means all amounts,, if any,, payable pursuant to Section 44..0066((d)),, Section 44..0066((e)) and Section 66..0033,, as applicable..

"Special Interest Payment Date" means,, if and to the extent that Special Interest is payable on the Notes,, each March 1155 and September 1155 of each year,, beginning on March 1155,, 22002266..

"Special Interest Record Date,," with respect to any Special Interest Payment Date,, means the March 11 or September 11 ((whether or not such day is a Business Day)) immediately preceding the applicable March 1155 or September 1155 Special Interest Payment Date,, respectively..

"Specified Dollar Amount" means the maximum cash amount ((excluding cash in lieu of any fractional Ordinary Share)) per \$\$11,,000000 principal amount of Notes to be received upon conversion as specified in the Settlement Notice related to any converted Notes..

"Spin--Off" shall have the meaning specified in Section 1144..0044((c))..

"Subsidiary" means,, with respect to any Person,, any corporation,, association,, partnership or other business entity of which more than 5500%% 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..

"Successor Entity" shall have the meaning specified in Section 1111..0011((a))..

"Taxes" shall have the meaning specified in Section 44..1100((a))..

"Tax Redemption" shall have the meaning specified in Section 1166..0011((a))..

"Tax Redemption Date" shall have the meaning specified in Section 1166..0022((a))..

"Tax Redemption Notice Date" shall have the meaning specified in Section 1166..0022((a))..

"Tax Status Documentation" shall have the meaning specified Section 44..1100((f))..

"Trading Day" means a day on which ((i)) trading in the Ordinary Shares ((or other security for which a closing sale price must be determined)) generally occurs on The Nasdaq Global Select Market or,, if the Ordinary Shares ((or such other security)) are not then listed on The Nasdaq Global Select Market,, on the principal other U..S.. national or regional securities exchange on which the Ordinary Shares ((or such other security)) are then listed or,, if the Ordinary Shares ((or such other security)) are not then listed on a U..S.. national or regional securities exchange,, on the principal other market on which the Ordinary Shares ((or such other security)) are then traded,, and ((ii)) a Last Reported Sale Price for the Ordinary Shares ((or closing sale price for such other security)) is available on such securities exchange or market;; provided that if the Ordinary Shares ((or such other security)) are not so listed or traded,, "Trading Day" means a Business Day;; and provided,, further,, that for purposes of determining amounts due upon conversion only,, "Trading Day" means a day on which ((x)) there is no Market Disruption Event and ((y)) trading in the Ordinary Shares generally occurs on The Nasdaq Global Select Market or,, if the Ordinary Shares are not then listed on The Nasdaq Global Select Market,, on the principal other U..S.. national or regional securities exchange on which the Ordinary Shares are then listed or,, if the Ordinary Shares are not then listed on a U..S.. national or regional securities exchange,, on the principal other market on which the Ordinary Shares are then listed or admitted for trading,, except that if the Ordinary Shares are not so listed or admitted for trading,, "Trading Day" means a Business Day..

"Trading Price" of the Notes on any date of determination means,, subject to Section 1144..0011((b)),, the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for \$\$55,,000000,,000000 principal amount of Notes at approximately 33::3300 p..m..,, New York City time,, on such determination date from three independent nationally recognized securities dealers the Company selects for this purpose;; provided that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained,, then the average of the two bids shall be used,, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent,, that one bid shall be used.. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for \$\$55,,000000,,000000 principal amount of Notes from a nationally recognized securities dealer on any determination date,, then the Trading Price per \$\$11,,000000 principal amount of Notes on such determination date shall be deemed to be less than 9988%% of the product of the Last Reported Sale Price of the Ordinary Shares and the Conversion Rate.. Any such determination will be conclusive absent manifest error..

"transfer" shall have the meaning specified in Section 22..0055((c))..

"Trigger Event" shall have the meaning specified in Section 1144..0044((c))..

"Trust Indenture Act" means the Trust Indenture Act of 11993399,, as amended,, as it was in force at the date of execution of this Indenture;; provided,, however,, that in the event the Trust Indenture Act of 11993399 is amended after the date hereof,, the term "Trust Indenture Act" shall mean,, to the extent required by such amendment,, the Trust Indenture Act of 11993399,, as so amended..

"Trustee" means the Person named as the "Trustee" in the first paragraph of this Indenture until a successor trustee shall have become such pursuant to the applicable provisions of this Indenture,, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder..

"unit of Reference Property" shall have the meaning specified in Section 1144..0077((a))..

"Valuation Period" shall have the meaning specified in Section 1144..0044((c))..

"VAT" means the Israeli value added tax imposed pursuant to the Israel Value Added Tax Law of 11997755 ((including any successor law))..

"Wholly Owned Subsidiary" means,, with respect to any Person,, any Subsidiary of such Person,, except that,, solely for purposes of this definition,, the reference to "more than 5500%%" in the definition of "Subsidiary" shall be deemed replaced by a reference to "110000%%"..

Section 11..0022.. References to Interest.. Unless the context otherwise requires,, any reference to interest on,, or in respect of,, any Note in this Indenture shall be deemed to refer solely to Special Interest if,, in such context,, Special Interest is,, was or would be payable pursuant to any of Section 44..0066((d)),, Section 44..0066((e)) and Section 66..0033..

ARTICLE 22

ISSUE,, DESCRIPTION,, EXECUTION,, REGISTRATION AND EXCHANGE OF NOTES

Section 22..0011.. Designation and Amount.. The Notes shall be designated as the "00%% Convertible Senior Notes due 22003300.." The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to \$\$775500,,000000,,000000,, subject to Section 22..1100 and except for Notes authenticated and delivered upon registration or transfer of,, or in exchange for,, or in lieu of other Notes to the extent expressly permitted hereunder..

Section 22..0022.. Form of Notes.. The Notes and the Trustee's certificate of authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A,, the terms and provisions of which shall constitute,, and are hereby expressly incorporated in and made a part of this Indenture.. To the extent applicable,, the Company and the Trustee,, by their execution and delivery of this Indenture,, expressly agree to such terms and provisions and to be bound thereby.. In the case of any conflict between this Indenture and a Note,, the provisions of this Indenture shall control and govern to the extent of such conflict..

Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary,, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto,, or to indicate any special limitations or restrictions to which any particular Notes are subject..

Any of the Notes may have such letters,, numbers or other marks of identification and such notations,, legends or endorsements as the Officer executing the same may approve ((execution thereof to be conclusive evidence of such approval)) 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 or automated quotation system on which the Notes may be listed or designated for issuance,, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject..

Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions,, repurchases,, cancellations,, conversions,, transfers or exchanges permitted hereby.. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian,, at the direction of the Trustee,, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture.. Payment of principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) of,, and any accrued and unpaid Special Interest on,, a Global Note shall be made to the Holder of such Note on the date of payment,, unless a record date or other means of determining Holders eligible to receive payment is provided for herein..

Section 22..0033.. Date and Denomination of Notes;; No Regular Interest;; Payments of Special Interest and Defaulted Amounts.. Article 11 The Notes shall be issuable in registered form without coupons in minimum denominations of \$\$11,,000000 principal amount and integral multiples of \$\$11,,000000 in excess thereof.. Each Note shall be dated the date of its authentication and shall not bear regular interest and the principal amount of the Notes will not accrete.. Special Interest on the Notes,, if any,, shall be computed on the basis of a 336600--day year composed of twelve 3300--day months and,, for partial months,, on the basis of the number of days actually elapsed in a 3300--day month..

((b)) The Person in whose name any Note ((or its Predecessor Note)) is registered on the Note Register at the close of business on any Special Interest Record Date with respect to any Special Interest Payment Date shall be entitled to receive any Special Interest payable on such Special Interest Payment Date.. The principal amount of any Note ((x)) in the case of any Physical Note,, shall be payable at the office or agency of the Company maintained by the Company for such purposes in the contiguous United States of America,, which shall initially be the Corporate Trust Office and ((y)) in the case of any Global Note,, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its nominee.. The Company shall pay any Special Interest ((i)) on any Physical Notes ((A)) to Holders holding Physical Notes having an aggregate principal amount of \$\$55,,000000,,000000 or less,, by check mailed to the Holders of these Notes at their address as it appears in the Note Register and ((B)) to Holders holding Physical Notes having an aggregate principal amount of more than \$\$55,,000000,,000000,, either by check mailed to each Holder or,, upon application by such a Holder to the Note Registrar ((containing the requisite information for the Paying Agent to make such wire transfer)) not later than the relevant Special Interest Record Date,, by wire transfer in immediately available funds to that Holder's account within the United States if such Holder has provided the Company,, the Trustee or the Paying Agent ((if other than the Trustee)) with the requisite information necessary to make such wire transfer,, which application shall remain in effect until the Holder notifies,, in writing,, the Note Registrar to the contrary or ((ii)) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee..

((c)) Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date and shall not accrue interest unless Special Interest is payable pursuant to this Indenture on the relevant payment date,, in which case such Defaulted Amounts shall accrue interest per annum at the then--applicable rate of Special Interest and to the extent that such Special Interest remains payable pursuant to this Indenture,, subject to the enforceability thereof under applicable law,, from,, and including,, such relevant payment date (("Default Special Interest")),, and such Defaulted Amounts together with any such Default Special Interest thereon shall be paid by the Company,, at its election in each case,, as provided in clause ((i)) or ((ii)) below::

((i)) The Company may elect to make payment of any Defaulted Amounts and Default Special Interest to the Persons in whose names the Notes ((or their respective Predecessor Notes)) are registered at the close of business on a special record date for the payment of such Defaulted Amounts and Default Special Interest,, which shall be fixed in the following manner.. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts and Default Special Interest proposed to be paid on each Note and the date of the proposed payment ((which shall be not less than 2255 days after the receipt by the Trustee of such notice,, unless the Trustee shall consent to an earlier date)),, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts and Default Special Interest or shall make arrangements satisfactory to the Trustee for such deposit on or 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 Amounts and Default Special Interest as in this clause provided.. Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts and Default Special Interest which shall be not more than 1155 days and not less than 1100 days prior to the date of the proposed payment,, and not less than 1100 days after the receipt by the Trustee of the notice of the proposed payment.. The Company shall promptly notify the Trustee in writing of such special record date and the Trustee,, in the name and at the expense of the Company,, shall cause notice of the proposed payment of such Defaulted Amounts and Default Special Interest and the special record date therefor to be delivered to each Holder not less than 1100 days prior to such special record date.. Notice of the proposed payment of such Defaulted Amounts and Default Special Interest and the special record date therefor having been so delivered,, such Defaulted Amounts and Default Special Interest shall be paid to the Persons in whose names the Notes ((or their respective Predecessor Notes)) are registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause ((ii)) of this Section 22..0033((c))..

((ii)) The Company may make payment of any Defaulted Amounts and Default Special Interest in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance,, and upon such notice as may be required by such exchange or automated quotation system,, if,, after written 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..

Section 22..0044.. Execution,, Authentication and Delivery of Notes.. The Notes shall be signed in the name and on behalf of the Company by the manual,, digital,, electronic or facsimile signature of any of its Chief Executive Officer,, President,, Chief Financial Officer,, Treasurer,, Secretary or any of its Executive or Senior Vice Presidents..

At any time and from time to time after the execution and delivery of this Indenture,, the Company may deliver Notes executed by the Company to the Trustee for authentication,, together with a Company Order for the authentication and delivery of such Notes,, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes,, without any further action by the Company hereunder;; provided that the Trustee shall receive an Officers' Certificate and an Opinion of Counsel of the Company with respect to the issuance,, authentication and delivery of Notes..

Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto,, executed manually by an authorized officer of the Trustee ((or an authenticating agent appointed by the Trustee as provided by Section 1188..1100)),, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose.. Such certificate by the Trustee ((or such an authenticating agent)) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture..

In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee,, or disposed of by the Company,, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such Officer of the Company;; and any Note may be signed on behalf of the Company by such persons as,, at the actual date of the execution of such Note,, shall be the Officers of the Company,, although at the date of the execution of this Indenture any such person was not such an Officer..

Section 22..0055.. Exchange and Registration of Transfer of Notes;; Restrictions on Transfer;; Depositary.. Article 22 The Company shall cause to be kept at the Corporate Trust Office a register ((the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 44..0022,, the "Note Register")) in which,, subject to such reasonable regulations as it may prescribe,, the Company shall provide for the registration of Notes and of transfers of Notes.. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time.. The Trustee is hereby initially appointed the "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided.. The Company may appoint one or more co--Note Registrars in accordance with Section 44..0022..

Upon surrender for registration of transfer of any Note to the Note Registrar or any co--Note Registrar,, and satisfaction of the requirements for such transfer set forth in this Section 22..0055,, the Company shall execute,, and the Trustee shall authenticate and deliver,, in the name of the designated transferee or transferees,, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture..

Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount,, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 44..0022.. Whenever any Notes are so surrendered for exchange,, the Company shall execute,, and the Trustee shall authenticate and deliver,, the Notes that the Holder making the exchange is entitled to receive,, bearing registration numbers not contemporaneously outstanding..

All Notes presented or surrendered for registration of transfer or for exchange,, repurchase or conversion shall ((if so required by the Company,, the Trustee,, the Note Registrar or any co-- Note Registrar)) be duly endorsed,, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed,, by the Holder thereof or its attorney--in--fact duly authorized in writing..

No service charge shall be imposed by the Company,, the Trustee,, the Note Registrar,, any co--Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes,, but the Company may require a Holder to pay a sum sufficient to cover any documentary,, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer..

None of the Company,, the Trustee,, the Note Registrar or any co--Note Registrar shall be required to exchange or register a transfer of ((i)) any Notes surrendered for conversion or,, if a portion of any Note is surrendered for conversion,, such portion thereof surrendered for conversion,, ((ii)) any Notes,, or a portion of any Note,, surrendered for repurchase ((and not withdrawn)) in accordance with Article 1155 or ((iii)) in the event of any Redemption,, any Note so selected for Redemption,, in whole or in part,, except the unredeemed portion of any Note being redeemed in part..

All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company,, evidencing the same debt,, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange..

((b)) So long as the Notes are eligible for book--entry settlement with the Depositary,, unless otherwise required by law,, subject to the fourth paragraph from the end of Section 22..0055 ((c)) all Notes shall be represented by one or more Notes in global form ((each,, a "Global Note")) registered in the name of the Depositary or the nominee of the Depositary.. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary ((but not the Trustee or the Custodian)) in accordance with this Indenture ((including the restrictions on transfer set forth herein)) and the procedures of the Depositary therefor..

((c)) Every Note that bears or is required under this Section 22..0055((c)) to bear the legend set forth in this Section 22..0055((c)) ((together with any Ordinary Shares issued upon conversion of the Notes that is required to bear the legend set forth in Section 22..0055((d)),, collectively,, the "Restricted Securities")) shall be subject to the restrictions on transfer set forth in this Section 22..0055((c)) ((including the legend set forth below)),, unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company,, and the Holder of each such Restricted Security,, by such Holder's acceptance thereof,, agrees to be bound by all such restrictions on transfer.. As used in this Section 22..0055((c)) and Section 22..0055((d)),, the term "transfer" encompasses any sale,, pledge,, transfer or other disposition whatsoever of any Restricted Security..

Until the date ((the "Resale Restriction Termination Date")) that is the later of ((11)) the date that is one year after the Original Issuance Date,, or such shorter period of time as permitted by Rule 114444 or any successor provision thereto,, and ((22)) such later date,, if any,, as may be required by applicable law,, any certificate evidencing such Note ((and all securities issued in exchange therefor or substitution thereof,, other than Ordinary Shares,, if any,, issued upon conversion thereof,, which shall bear the legend set forth in Section 22..0055((d)),, if applicable)) shall bear a legend in substantially the following form ((unless such Notes have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer,, or sold pursuant to the exemption from registration provided by Rule 114444 or any similar provision then in force under the Securities Act,, or unless otherwise agreed by the Company in writing,, with notice thereof to the Trustee))::

THIS SECURITY AND THE ORDINARY SHARES,, IF ANY,, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 11993333,, AS AMENDED ((THE "SECURITIES ACT")),, AND MAY NOT BE OFFERED,, SOLD,, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,, THE ACQUIRER::

((11)) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED INSTITUTIONAL BUYER" ((WITHIN THE MEANING OF RULE 114444A UNDER THE SECURITIES ACT)) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,, AND

((22)) AGREES FOR THE BENEFIT OF NOVA LTD.. ((THE "COMPANY")) THAT IT WILL NOT OFFER,, SELL,, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY AND THE ORDINARY SHARES,, IF ANY,, ISSUABLE UPON CONVERSION OF THIS SECURITY,, IF ANY,, OR ANY BENEFICIAL INTEREST HEREIN OR THEREIN PRIOR TO THE DATE THAT IS THE LATER OF ((X)) ONE YEAR AFTER THE ORIGINAL ISSUANCE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 114444 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND ((Y)) SUCH LATER DATE,, IF ANY,, AS MAY BE REQUIRED BY APPLICABLE LAW,, EXCEPT::

((A)) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,, OR

((B)) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,, OR

((C)) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 114444A UNDER THE SECURITIES ACT,, OR

((D)) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 114444 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT..

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE ((22))((D)) ABOVE,, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT..

NO AFFILIATE ((AS DEFINED IN RULE 114444 UNDER THE SECURITIES ACT)) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE ((AS DEFINED IN RULE 114444 UNDER THE SECURITIES ACT)) OF NOVA LTD.. DURING THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE,, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN..

No transfer of any Note prior to the Resale Restriction Termination Date will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked..

Any Note ((or security issued in exchange or substitution therefor)) ((i)) as to which such restrictions on transfer shall have expired in accordance with their terms,, ((ii)) that has been transferred pursuant to a registration statement that has become effective or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or ((iii)) that has been sold pursuant to the exemption from registration provided by Rule 114444 or any similar provision then in force under the Securities Act,, may,, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this Section 22..0055,, be exchanged for a new Note or Notes,, of like tenor and aggregate principal amount,, which shall not bear the restrictive legend required by this Section 22..0055((c)) and shall not be assigned a restricted CUSIP number.. The Company shall be entitled to instruct the Custodian in writing to so surrender any Global Note as to which any of the conditions set forth in clause ((i)) through ((iii)) of the immediately preceding sentence have been satisfied,, and,, upon such instruction,, the Custodian shall so surrender such Global Note for exchange;; and any new Global Note so exchanged therefor shall not bear the restrictive legend specified in this Section 22..0055((c)) and shall not be assigned a restricted CUSIP number.. The Company shall promptly notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and promptly after a registration statement,, if any,, with respect to the Notes or any Ordinary Shares issuable upon conversion of the Notes has been declared effective under the Securities Act..

Notwithstanding any other provisions of this Indenture ((other than the provisions set forth in this Section 22..0055((c)))),, a Global Note may not be transferred as a whole or in part except ((i)) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and ((ii)) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second immediately succeeding paragraph..

The Depositary shall be a clearing agency registered under the Exchange Act.. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note.. Initially,, each Global Note shall be issued to the Depositary,, registered in the name of Cede && Co..,, as the nominee of the Depositary,, and deposited with the Trustee as custodian for Cede && Co..

If ((i)) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 9900 days,, ((ii)) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 9900 days or ((iii)) an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of any Note requests that its beneficial interest therein be issued as a Physical Note,, the Company shall execute,, and the Trustee,, upon receipt of an Officers' Certificate and a Company Order for the authentication and delivery of Notes,, shall authenticate and deliver ((x)) in the case of clause ((iii)),, a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner's beneficial interest and ((y)) in the case of clause ((i)) or ((ii)),, Physical Notes to each beneficial owner of the related Global Notes ((or a portion thereof)) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes,, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled..

Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 22..0055((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,, or,, in the case of clause ((iii)) of the immediately preceding paragraph,, the relevant beneficial owner,, shall instruct the Trustee.. Upon execution and authentication,, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered..

At such time as all interests in a Global Note have been converted,, canceled,, repurchased,, redeemed or transferred,, such Global Note shall be,, upon receipt thereof,, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian.. At any time prior to such cancellation,, if any interest in a Global Note is exchanged for Physical Notes,, converted,, canceled,, repurchased,, redeemed or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note,, the principal amount of such Global Note shall,, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian,, be appropriately reduced or increased,, as the case may be,, and an endorsement shall be made on such Global Note,, by the Trustee or the Custodian,, at the direction of the Trustee,, to reflect such reduction or increase..

None of the Company,, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any act or omission of the Depositary,, the payment of amounts to owners of beneficial interest in a Global Note,, for any aspect of the records relating to or payments made on account of those interests by the Depositary,, or for maintaining,, supervising or reviewing any records of the Depositary relating to such beneficial ownership of those interests..

Without limiting the generality of any other provision of this Indenture ((including Section 44..0066((e)))),, the restrictive legend affixed to any Note will be deemed,, pursuant to this Section 22..0055 ((c)) and the footnote to such restrictive legend,, to be removed therefrom upon the Company's delivery to the Trustee of notice,, signed on behalf of the Company by one ((11)) of its Officers,, to such effect ((and,, for the avoidance of doubt,, such notice need not be accompanied by an Officer's Certificate or an Opinion of Counsel in order to be effective to cause such restrictive legend to be deemed to be removed from such Note)).. If such Note bears a "restricted" CUSIP or ISIN number at the time of such delivery,, then,, upon such delivery,, such Note will be deemed,, pursuant to this Section 22..0055((c)) and the footnotes to the CUSIP and ISIN numbers set forth on the face of the certificate representing such Note,, to thereafter bear the "unrestricted" CUSIP and ISIN numbers identified in such footnotes;; provided,, however,, that if such Note is a Global Note and the Depositary thereof requires a mandatory exchange or other procedure to cause such Global Note to be identified by "unrestricted" CUSIP and ISIN numbers in the facilities of such Depositary,, then ((i)) the Company will effect such exchange or procedure as soon as reasonably practicable;; and ((ii)) for purposes of Section 44..0066((e)),, such Global Note will not be deemed to be identified by "unrestricted" CUSIP and ISIN numbers until such time as such exchange or procedure is effected..

((d)) Until the Resale Restriction Termination Date,, any share certificate representing Ordinary Shares issued upon conversion of a Note shall bear a legend in substantially the following form ((unless such Ordinary Shares have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer,, or pursuant to the exemption from registration provided by Rule 114444 or any similar provision then in force under the Securities Act,, or such Ordinary Shares have been issued upon conversion of a Note that has transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer,, or pursuant to the exemption from registration provided by Rule 114444 or any similar provision then in force under the Securities Act,, or unless otherwise agreed by the Company with written notice thereof to the Trustee and any transfer agent for the Ordinary Shares))::

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 11993333,, AS AMENDED ((THE "SECURITIES ACT")),, AND MAY NOT BE OFFERED,, SOLD,, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,, THE ACQUIRER::

((22)) AGREES FOR THE BENEFIT OF NOVA LTD.. ((THE "COMPANY")) THAT IT WILL NOT OFFER,, SELL,, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF ((X)) ONE YEAR AFTER THE ORIGINAL ISSUANCE DATE OF THE SERIES OF NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 114444 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND ((Y)) SUCH LATER DATE,, IF ANY,, AS MAY BE REQUIRED BY APPLICABLE LAW,, EXCEPT::

((A)) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,, OR
((B)) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,, OR
((C)) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 114444A UNDER THE SECURITIES ACT,, OR

((D)) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 114444 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT..

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE ((22))((D)) ABOVE,, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY'S ORDINARY SHARES RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT..

Any such Ordinary Shares ((i)) as to which such restrictions on transfer shall have expired in accordance with their terms,, ((ii)) that have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or ((iii)) that have been sold pursuant to the exemption from registration provided by Rule 114444 or any similar provision then in force under the Securities Act,, may,, upon surrender of the certificates representing such Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares,, be exchanged for a new certificate or certificates for a like aggregate number of Ordinary Shares,, which shall not bear the restrictive legend required by this Section 22..0055((d))..

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 Note ((including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note)) 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..

((e)) Any Note or Ordinary Share issued upon the conversion or exchange of a Note that is repurchased or owned by any Affiliate of the Company ((or any Person who was an Affiliate of the Company at any time during the three months immediately preceding)) may not be resold by such Affiliate ((or such Person,, as the case may be)) unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Note or Ordinary Share,, as the case may be,, no longer being a "restricted security" ((as defined under Rule 114444)).. The Company shall cause any Note that is repurchased or owned by it to be surrendered to the Trustee for cancellation in accordance with Section 22..0088..

Section 22..0066.. Mutilated,, Destroyed,, Lost or Stolen Notes.. In case any Note shall become mutilated or be destroyed,, lost or stolen,, the Company in its discretion may execute,, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver,, a new Note,, bearing a registration number not contemporaneously outstanding,, in exchange and substitution for the mutilated Note,, or in lieu of and in substitution for the Note so destroyed,, lost or stolen.. In every case the applicant for a substituted Note shall furnish to the Company,, to the Trustee and,, if applicable,, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless from any loss,, liability,, cost or expense caused by or connected with such substitution,, and,, in every case of destruction,, loss or theft,, the applicant shall also furnish to the Company,, to the Trustee and,, if applicable,, to such authenticating agent evidence to their satisfaction of the destruction,, loss or theft of such Note and of the ownership thereof..

The Trustee or such authenticating agent may authenticate any such substituted Note and deliver the same upon the receipt of such security or indemnity as the Trustee,, the Company and,, if applicable,, such authenticating agent may require.. No service charge shall be imposed by the Company,, the Trustee,, the Note Registrar,, any co--Note Registrar or the Paying Agent upon the issuance of any substitute Note,, but the Company may require a Holder to pay a sum sufficient to cover any documentary,, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed,, lost or stolen.. In case any Note that has matured or is about to mature or has been surrendered for required repurchase or is about to be converted in accordance with Article 1144 shall become mutilated or be destroyed,, lost or stolen,, the Company may,, in its sole discretion,, instead of issuing a substitute Note,, pay or authorize the payment of or convert or authorize the conversion of the same ((without surrender thereof except in the case of a mutilated Note)),, as the case may be,, if the applicant for such payment or conversion shall furnish to the Company,, to the Trustee and,, if applicable,, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss,, liability,, cost or expense caused by or connected with such substitution,, and,, in every case of destruction,, loss or theft,, evidence satisfactory to the Company,, the Trustee and,, if applicable,, any Paying Agent or Conversion Agent evidence of their satisfaction of the destruction,, loss or theft of such Note and of the ownership thereof..

Every substitute Note issued pursuant to the provisions of this Section 22..0066 by virtue of the fact that any Note is destroyed,, lost or stolen shall constitute an additional contractual obligation of the Company,, whether or not the destroyed,, lost or stolen Note shall be found at any time,, and shall be entitled to all the benefits of ((but shall be subject to all the limitations set forth in)) this Indenture equally and proportionately with any and all other Notes duly issued hereunder.. To the extent permitted by law,, all Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement,, payment,, redemption,, conversion or repurchase of mutilated,, destroyed,, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement,, payment,, redemption,, conversion or repurchase of negotiable instruments or other securities without their surrender..

Section 22..0077.. Temporary Notes.. Pending the preparation of Physical Notes,, the Company may execute and the Trustee or an authenticating agent appointed by the Trustee shall,, upon written request of the Company,, authenticate and deliver temporary Notes ((printed or lithographed)).. Temporary Notes shall be issuable in any authorized denomination,, and substantially in the form of the Physical Notes but with such omissions,, insertions and variations as may be appropriate for temporary Notes,, all as may be determined by the Company.. Every such temporary Note shall be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially the same manner,, and with the same effect,, as the Physical Notes.. Without unreasonable delay,, the Company shall execute and deliver to the Trustee or such authenticating agent Physical Notes ((other than any Global Note)) and thereupon any or all temporary Notes ((other than any Global Note)) may be surrendered in exchange therefor,, at each office or agency maintained by the Company pursuant to Section 44..0022 and the Trustee or such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes.. Such exchange shall be made by the Company at its own expense and without any charge therefor.. Until so exchanged,, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Physical Notes authenticated and delivered hereunder..

Section 22..0088.. Cancellation of Notes Paid,, Converted,, Etc.. The Company shall cause all Notes surrendered for the purpose of payment,, repurchase,, redemption,, registration of transfer or exchange or conversion,, if surrendered to any Person other than the Trustee ((including any of the Company's agents,, Subsidiaries or Affiliates)),, to be surrendered to the Trustee for cancellation,, except as provided in Section 1144..1122.. All Notes delivered to the Trustee shall be canceled promptly by it.. Except for any Notes surrendered for registration of transfer or exchange,, or as otherwise expressly permitted by any of the provisions of this Indenture,, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation.. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and,, after such disposition,, shall deliver evidence of such disposition to the Company,, at the Company's written request in a Company Order..

Section 22..0099.. CUSIP Numbers.. The Company in issuing the Notes may use "CUSIP" numbers ((if then generally in use)),, and,, if so,, the Trustee shall use "CUSIP" numbers in all notices issued to Holders as a convenience to such Holders;; provided that the Trustee shall have no liability for any defect in the "CUSIP" numbers as they appear on any Note,, notice or elsewhere,, and,, provided further that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be placed only on the other identification numbers printed on the Notes.. The Company shall promptly notify the Trustee in writing of any change in the "CUSIP" numbers..

Section 22..1100.. Additional Notes;; Repurchases.. The Company may,, without the consent of,, or notice to,, the Holders and notwithstanding Section 22..0011,, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder ((other than differences in the issue date,, the issue price,, Special Interest,, if any,, accrued prior to the issue date of such additional Notes and,, if applicable,, restrictions on transfer in respect of such additional Notes)) in an unlimited aggregate principal amount;; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U..S.. federal income tax or securities law purposes,, such additional Notes shall have one or more separate CUSIP numbers or no CUSIP number.. Prior to the issuance of any such additional Notes,, the Company shall deliver to the Trustee a Company Order,, an Officers' Certificate and an Opinion of Counsel,, such Officers' Certificate and Opinion of Counsel to cover such matters as required by Section 1188..0055.. In addition,, the Company may,, to the extent permitted by law,, directly or indirectly ((regardless of whether such Notes are surrendered to the Company)),, repurchase Notes in the open market or otherwise,, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements,, including by cash--settled swaps or other derivatives.. The Company shall cause any Notes so repurchased ((other than Notes repurchased pursuant to cash--settled swaps or other derivatives)) to be surrendered to the Trustee for cancellation in accordance with Section 22..0088 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase..

Section 22..1111 Beneficial Ownership Limitations;; Legends on the Notes.. Initially,, the restrictions described in this Section 22..1111 shall apply to the Notes.. At the Company's discretion,, such restrictions may cease to apply..

Unless the Company directs the Trustee to remove the relevant legend from the notes,, the Notes may not be held or beneficially owned by,, and each Holder and,, in the case of Global Notes,, beneficial owner,, by acquiring the Notes or,, in the case of Global Notes,, beneficial interest therein shall be deemed to represent to the Company that it is not,, ((i)) an Israeli resident for Israeli tax purposes or ((ii)) a non--Israeli corporation,, for which Israeli residents ((11)) have a controlling interest of more than 2255%% in such non--Israeli corporation or ((22)) are the beneficiaries of,, or are entitled to,, 2255%% or more of the revenues or profits of such non--Israeli corporation ((whether directly or indirectly)) ((the "Non--Israeli Tax Residency Representation")).. Each Holder and,, in the case of Global Notes,, beneficial owner by acquiring the Notes,, or in the case of Global Notes,, beneficial interest therein,, shall be deemed to acknowledge that any acquisition of a Note or beneficial interest by any such Holder or beneficial owner which violates the Non--Israeli Tax Residency Representation shall not be permitted.. Subject to the Depositary's procedures,, in the case of Global Notes,, each Note will bear a legend to that effect,, which legend may be removed from the Notes by the Company without the consent of any Holder or the Trustee.. None of the Trustee,, Paying Agent or Conversion Agent shall have any obligation to monitor or enforce any Holder or beneficial owner's compliance with the foregoing,, and may presume without investigation that all payments to Holders have been made in compliance with the foregoing..

If at any time the Non--Israeli Tax Residency Representations ceases to be accurate in respect of a Holder or,, in case of Global Notes,, beneficial owner of the Notes,, such Holder or beneficial owner shall notify the Company promptly,, and in any event within ten Business Days,, of the occurrence of the circumstances resulting in such inaccuracy,, and,, in addition,, in case of Global Notes,, such beneficial owner must cooperate with the Company timely and in good faith,, upon the Company's written request,, and shall take such steps as the Company may reasonably require to ensure that such beneficial owner's interest in the Notes is not commingled with the beneficial interests of any other Holders of the Global Notes,, which steps may require holding its Notes under a separate CUSIP and//or imposition of legends ((and no assurance is given by the Company to any such beneficial owner regarding liquidity of its Notes)),, and by its acceptance of a Note,, such beneficial owner consents to the Trustee taking any action that may be requested by the Company in connection with the foregoing..

ARTICLE 33

SATISFACTION AND DISCHARGE

Section 33..0011.. Satisfaction and Discharge.. This Indenture shall upon request of the Company contained in an Officers' Certificate cease to be of further effect,, and the Trustee,, at the expense of the Company,, shall execute instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture,, when Article 33 ((i)) all Notes theretofore authenticated and delivered ((other than ((x)) Notes which have been destroyed,, lost or stolen and which have been replaced,, paid or converted as provided in Section 22..0066 and ((y)) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust,, as provided in Section 44..0044((d)))) have been delivered to the Trustee for cancellation;; or ((ii)) the Company has deposited with the Trustee or delivered to Holders,, as applicable,, after the Notes have become due and payable,, whether on the Maturity Date,, any Redemption Date,, any Fundamental Change Repurchase Date,, upon conversion or otherwise,, cash,, Ordinary Shares or a combination thereof,, as applicable,, solely to satisfy the Company's Conversion Obligation,, sufficient to pay all of the outstanding Notes and all other sums due and payable under this Indenture by the Company;; and Article 44 the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.. Notwithstanding the satisfaction and discharge of this Indenture,, the obligations of the Company to the Trustee under Section 77..0066 shall survive..

ARTICLE 44

PARTICULAR COVENANTS OF THE COMPANY

Section 44..0011.. Payment of Principal and Special Interest.. The Company covenants and agrees that it will cause to be paid the principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) of,, and any accrued and unpaid Special Interest on,, each of the Notes at the places,, at the respective times and in the manner provided herein and in the Notes.. Notwithstanding anything to the contrary contained in this Indenture,, the Company may,, to the extent it is required to do so by law,, deduct or withhold income or other similar taxes imposed by any Relevant Taxing Jurisdiction from a payment of any principal,, Special Interest,, Defaulted Amounts and Additional Amounts hereunder..

Section 44..0022.. Maintenance of Office or Agency.. The Company will maintain in the contiguous United States,, an office or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (("Paying Agent")) or for conversion (("Conversion Agent")) and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.. The Company will give prompt written notice to the Trustee of the location,, and any change in the location,, of such office or agency.. 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,, surrenders,, notices and demands may be made or served at the Corporate Trust Office or the office or agency of the Trustee in the contiguous United States..

The Company may also from time to time designate as co--Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations;; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the contiguous United States,, for such purposes.. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.. The terms "Paying Agent" and "Conversion Agent" include any such additional or other offices or agencies,, as applicable..

The Company hereby initially designates the Trustee as the Paying Agent,, Note Registrar,, Custodian and Conversion Agent and the Corporate Trust Office as the office or agency in the contiguous United States,, where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase or for conversion and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served,, provided that the Corporate Trust Office shall not be a place for service of legal process on the Company..

Section 44..0033.. Appointments to Fill Vacancies in Trustee's Office.. The Company,, whenever necessary to avoid or fill a vacancy in the Corporate Trust Office,, will appoint,, in the manner provided in Section 77..0099,, a Trustee,, so that there shall at all times be a Trustee hereunder..

Section 44..0044.. Provisions as to Paying Agent.. Article 55 If the Company shall appoint a Paying Agent other than the Trustee,, the Company will cause 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 44..0044::

((i)) that it will hold all sums held by it as such agent for the payment of the principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) of,, and any accrued and unpaid Special Interest on,, the Notes in trust for the benefit of the Holders of the Notes;;

((ii)) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) of,, and any accrued and unpaid Special Interest on,, the Notes when the same shall be due and payable;; and

((iii)) that at any time during the continuance of an Event of Default,, upon request of the Trustee,, it will forthwith pay to the Trustee all sums so held in trust..

The Company shall,, on or before each due date of the principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) of,, or any accrued and unpaid Special Interest on,, the Notes,, deposit with the Paying Agent a sum sufficient to pay such principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) or any accrued and unpaid Special Interest,, and ((unless such Paying Agent is the Trustee)) the Company will promptly notify the Trustee in writing of any failure to take such action;; provided that if such deposit is made on the due date,, such deposit must be received by the Paying Agent by 1111::0000 a..m..,, New York City time,, on such date..

((b)) If the Company shall act as its own Paying Agent,, it will,, on or before each due date of the principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) of,, and any accrued and unpaid Special Interest on,, the Notes,, set aside,, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) and such accrued and unpaid Special Interest,, if any,, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) of,, or any accrued and unpaid Special Interest on,, the Notes when the same shall become due and payable..

((c)) Anything in this Section 44..0044 to the contrary notwithstanding,, the Company may,, at any time,, for the purpose of obtaining a satisfaction and discharge of this Indenture,, or for any other reason,, pay,, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 44..0044,, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee,, the Company or such Paying Agent shall be released from all further liability but only with respect to such sums or amounts..

((d)) Any money and Ordinary Shares deposited with the Trustee or any Paying Agent,, or then held by the Company,, in trust for the payment of the principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) of,, any accrued and unpaid Special Interest on,, and the consideration due upon conversion of,, any Note and remaining unclaimed for two years after such principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)),, any accrued and unpaid Special Interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers' Certificate,, or ((if then held by the Company)) shall be discharged from such trust;; and the Holder of such Note shall thereafter,, as an unsecured general creditor,, look only to the Company for payment thereof,, and all liability of the Trustee or such Paying Agent with respect to such trust money and Ordinary Shares,, and all liability of the Company as trustee thereof,, shall thereupon cease..

Section 44..0055.. Existence.. Subject to Article 1111,, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence..

Section 44..0066.. Rule 114444A Information Requirement and Annual Reports.. Article 66 At any time the Company is not subject to Section 1133 or 1155((d)) of the Exchange Act,, the Company shall,, so long as any of the Notes or any Ordinary Shares issuable upon conversion thereof shall,, at such time,, constitute "restricted securities" within the meaning of Rule 114444((a))((33)) under the Securities Act,, promptly provide to the Trustee and,, upon written request,, any Holder,, beneficial owner or prospective purchaser of such Notes or any Ordinary Shares issuable upon conversion of such Notes,, the information required to be delivered pursuant to Rule 114444A((d))((44)) under the Securities Act to facilitate the resale of such Notes or Ordinary Shares pursuant to Rule 114444A.. The Company shall take such further action as any Holder or beneficial owner of such Notes or such Ordinary Shares may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or Ordinary Shares in accordance with Rule 114444A,, as such rule may be amended from time to time..

((b)) The Company shall file with the Trustee,, within 1155 days after the same are required to be filed with the Commission,, copies of any documents or reports that the Company is required to file with the Commission pursuant to Section 1133 or 1155((d)) of the Exchange Act ((excluding any such information,, documents or reports,, or portions thereof,, subject to,, or with respect to which the Company is actively seeking,, confidential treatment and any correspondence with the SEC and giving effect to any grace period provided by Rule 1122b--2255 under the Exchange Act)).. Any such document or report that the Company files with the Commission via the Commission's EDGAR system or any successor system shall be deemed to be filed with the Trustee for purposes of this Section 44..0066((b)) at the time such documents are filed via the EDGAR system or any successor system.. The Trustee shall have no responsibility to determine whether any such filings have been made.. The grace periods referred to in this Section 44..0066((b)) with respect to any report will include the maximum period afforded by Rule 1122b--2255 ((or any successor rule thereto)) under the Exchange Act regardless of whether the Company files,, or indicates in the related Form 1122b--2255 ((or any successor form thereto)) that it expects to or will file,, such report before the expiration of such maximum period..

((c)) Delivery of the reports and documents described in subsection ((b)) above to the Trustee is for informational purposes only,, and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein,, including the Company's compliance with any of its covenants hereunder ((as to which the Trustee is entitled to conclusively rely on an Officers' Certificate))..

((d)) If,, at any time during the six--month period beginning on,, and including,, the date that is six months after the last original issuance date of the Notes ((which original issuance date will be deemed,, if the Initial Purchasers exercise their option to purchase additional Notes under the Purchase Agreement,, to be the last date of settlement of such exercise)) ((the "Original Issuance Date")),, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 1133 or 1155((d)) of the Exchange Act,, as applicable ((after giving effect to all applicable grace periods thereunder and other than reports on Form 66--K to the extent that the Company continues to satisfy the "current public information" requirements of Rule 114444)),, or the Notes are not otherwise freely tradable pursuant to Rule 114444 by Holders other than the Company's Affiliates or Holders that were the Company's Affiliates at any time during the three months immediately preceding ((as a result of restrictions pursuant to U..S.. securities laws or the terms of this Indenture or the Notes)),, the Company shall pay Special Interest on the Notes.. The grace periods referred to in the preceding sentence with respect to any report will include the maximum period afforded by Rule 1122b--2255 ((or any successor rule thereto)) under the Exchange Act regardless of whether the Company files,, or indicates in the related Form 1122b--2255 ((or any successor form thereto)) that it expects to or will file,, such report before the expiration of such maximum period.. Such Special Interest shall accrue on the Notes at the rate of ((i)) 00..2255%% per annum of the principal amount of Notes outstanding for each of the first 9900 days and ((ii)) 00..5500%% per annum of the principal amount of the Notes outstanding for each day from and including the 9911st day,, in each case,, during such period for which the Company's failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 114444 by Holders other than the Company's Affiliates ((or Holders that were the Company's Affiliates at any time during the three months immediately preceding)) as a result of restrictions pursuant to U..S.. securities laws or the terms of this Indenture or the Notes.. As used in this Section 44..0066((d)),, documents or reports that the Company is required to "file" with the Commission pursuant to Section 1133 or 1155((d)) of the Exchange Act does not include documents or reports that the Company furnishes to the Commission pursuant to Section 1133 or 1155((d)) of the Exchange Act..

((e)) If,, and for so long as,, the restrictive legend on the Notes specified in Section 22..0055((c)) has not been removed ((or deemed removed)),, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 114444 by Holders other than the Company's Affiliates or Holders that were the Company's Affiliates at any time during the three months immediately preceding ((as a result of restrictions pursuant to U..S.. securities laws or the terms of this Indenture or the Notes)) as of the 338800th day after the Original Issuance Date of the Notes,, the Company shall pay Special Interest on the Notes at a rate equal to ((i)) 00..2255%% per annum of the principal amount of Notes outstanding for each of the first 9900 days and ((ii)) 00..5500%% per annum of the principal amount of Notes outstanding for each day from,, and including the 9911st day during such period until the restrictive legend on the Notes has been removed in accordance with Section 22..0055((c)),, the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable pursuant to Rule 114444 by Holders other than the Company's Affiliates ((or Holders that were the Company's Affiliates at any time during the three months immediately preceding)) without restrictions pursuant to U..S.. securities laws or the terms of this Indenture or the Notes..

((f)) Special Interest will be payable in arrears on each Special Interest Payment Date as set forth in Section 22..0033..

((g)) ((i)) Notwithstanding anything in this Indenture or the Notes to the contrary,, Special Interest that accrues on any Note pursuant to Section 44..0066((e)) for any period on or after the De--legending Deadline Date of such Note will not be payable on any Special Interest Payment Date occurring on or after such De--legending Deadline Date unless ((x)) a Holder ((or an owner of a beneficial interest in a Global Note)) has delivered to the Company and the Trustee,, before the Special Interest Record Date immediately before such Special Interest Payment Date,, a written notice ((a "Deferred Special Interest Demand Request")) demanding payment of Special Interest;; or ((y)) the Company,, in its sole and absolute discretion,, elects,, by sending notice of such election ((a "Notice of Election to Pay Deferred Special Interest")) to Holders ((with a copy to the Trustee)) before such Special Interest Record Date,, to pay such Special Interest on such Special Interest Payment Date.. Any accrued and unpaid Special Interest that,, in accordance with the preceding sentence,, is not paid on the Special Interest Payment Date immediately after the date on which such Special Interest first accrued is referred to as "Deferred Special Interest,," and interest will accrue on such Deferred Special Interest from,, and including,, such Special Interest Payment Date at a rate per annum equal to the rate per annum at which Special Interest accrues on the Notes to,, but excluding,, the date on which such Deferred Special Interest,, together with accrued interest thereon,, is paid..

((ii)) Once any accrued and unpaid Special Interest becomes payable on a Special Interest Payment Date ((whether as a result of the delivery of a Deferred Special Interest Demand Request pursuant to Section 44..0066((g))((i)) or,, if earlier,, the Company's election to pay the same)),, Special Interest will thereafter not be subject to deferral pursuant to Section 44..0066((g))((i)).. For the avoidance of doubt,, the failure to pay any accrued and unpaid Special Interest on a Special Interest Payment Date shall not constitute a Default or an Event of Default under this Indenture or the Notes if such payment is deferred in accordance with Section 44..0066((g))((i)).. Otherwise,, such a failure to pay shall be subject to Section 66..0011((a))..

((iii)) Notwithstanding to the contrary in this Indenture or the Notes,, if ((11)) any unpaid Deferred Special Interest exists on any Notes as of the close of business on the Special Interest Record Date immediately preceding the Maturity Date;; ((22)) no Holder ((or owner of a beneficial interest in a Global Note)) has delivered a Deferred Special Interest Demand Request in the manner described in Section 44..0066((g))((i)) before such Special Interest Record Date;; and ((33)) the Company has not sent a Notice of Election to Pay Deferred Special Interest in the manner described in Section 44..0066((g))((i)) before such Special Interest Record Date,, then Deferred Special Interest on each Note then outstanding shall cease to accrue,, and all Deferred Special Interest,, together with interest thereon,, on such Note will be deemed to be extinguished on the following date:: ((a)) if such Note is to be converted,, the Conversion Date for such conversion;; and ((b)) in all other cases,, the later of ((x)) the Maturity Date;; and ((y)) the first date on which the Company has repaid the principal of,, and accrued and unpaid Special Interest ((other than such Deferred Special Interest and any interest thereon)) on,, such Note in full..

((h)) Subject to the immediately succeeding sentence,, the Special Interest that is payable in accordance with Section 44..0066((d)) or Section 44..0066((e)) shall be in addition to,, and not in lieu of,, any Special Interest that may be payable as a result of the Company's election pursuant to Section 66..0033.. Notwithstanding the foregoing,, in no event shall any Special Interest that may accrue pursuant to Section 44..0066((d)),, together with any Special Interest that may accrue in the event the Company elects to pay Special Interest in respect of an Event of Default relating to its failure to comply with its obligations as set forth under Section 66..0033,, but excluding any interest that accrues on any Deferred Special Interest,, accrue at an aggregate rate in excess of 00..5500%% per annum,, in each case,, as a result of the Company's failure to timely file any document or report that it is required to file with the SEC pursuant to Section 1133 or 1155((d)) of the Exchange Act,, regardless of the number of such events or such circumstances giving rise to the requirement to pay such Special Interest.. Such Special Interest,, if any,, will be the exclusive remedy available to Holders of the Notes for a failure of the Notes to become freely tradable pursuant to Rule 114444 by Holders other than the Company's Affiliates ((or Holders that were the Company's Affiliates at any time during the three months immediately preceding)) as a result of restrictions pursuant to U..S.. securities laws or the terms of this Indenture or the Notes..

((i)) If Special Interest is payable by the Company pursuant to Section 44..0066((d)) or Section 44..0066((e)),, the Company shall deliver to the Trustee an Officers' Certificate to that effect stating ((i)) the amount of such Special Interest that is payable and ((ii)) the date on which such Special Interest is payable.. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate,, the Trustee may assume without inquiry that no such Special Interest is payable.. If the Company has paid Special Interest directly to the Persons entitled to it,, the Company shall deliver to the Trustee an Officers' Certificate setting forth the particulars of such payment..

Section 44..0077.. Stay,, Extension and Usury Laws.. The Company covenants ((to the extent that it may lawfully do so)) that it shall not at any time insist upon,, plead,, or in any manner whatsoever claim or take the benefit or advantage of,, any stay,, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or any Special Interest on the Notes as contemplated herein,, wherever enacted,, now or at any time hereafter in force,, or that may affect the covenants or the performance of this Indenture;; and the Company ((to the extent it may lawfully do so)) hereby expressly waives all benefit or advantage of any such law,, and covenants that it will not,, by resort to any such law,, hinder,, delay or impede the execution of any power herein granted to the Trustee,, but will suffer and permit the execution of every such power as though no such law had been enacted..

Section 44..0088.. Compliance Certificate;; Statements as to Defaults.. The Company shall deliver to the Trustee within 112200 days after the end of each fiscal year of the Company ((beginning with the fiscal year ending on December 3311,, 22002255)) an Officers' Certificate stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed under this Indenture and,, if so,, specifying each such failure and the nature thereof..

In addition,, the Company shall deliver to the Trustee,, within 3300 days after obtaining knowledge of the occurrence of any Event of Default or Default,, an Officers' Certificate setting forth the details of such Event of Default or Default,, its status and the action that the Company is taking or proposing to take in respect thereof;; provided that the Company shall not be required to deliver such notice at any time after Event of Default or Default has been cured or waived..

Section 44..0099.. Further Instruments and Acts.. Upon request of the Trustee,, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture..

Section 44..1100.. Additional Amounts..

((a)) All payments and deliveries made by the Company under the Notes,, including,, but not limited to,, payments of principal ((including,, if applicable,, the Redemption Price and the Fundamental Change Repurchase Price)),, payments of Special Interest,, if any,, and payments of cash and//or deliveries of Ordinary Shares ((together with payments of cash in lieu of any fractional Ordinary Share)) upon conversion,, shall be made without withholding or deduction for,, or on account of,, any present or future taxes,, duties,, assessments or governmental charges of whatever nature (("Taxes")) imposed,, levied,, collected,, withheld or assessed by or within Israel,, or any other jurisdiction in which the Company is or is deemed to be organized or resident for tax purposes or from or through which payments or deliveries by or on behalf of the Company with respect to the Notes are made or deemed made or by or within any political subdivision thereof or any taxing authority therein or thereof having power to tax ((each,, a "Relevant Taxing Jurisdiction")),, unless such withholding or deduction is required by law.. In the event that any such Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction are required to be withheld or deducted from any payments or deliveries ((other than withheld or deducted for,, or on account of,, any Taxes in connection with any payments of cash and//or deliveries of Ordinary Shares,, together with payments of cash for any fractional Ordinary Share,, upon conversion of the Notes)) made by the Company or the Paying Agent under the Notes,, the Company shall pay to each Holder such additional amounts (("Additional Amounts")) as may be necessary to ensure that the net amount received after such withholding or deduction ((and after deducting any Taxes on the Additional Amounts)) shall equal the amounts that would have been received had no such withholding or deduction been required;; provided that no Additional Amounts shall be payable::

((i)) for or on account of::

((A)) any Taxes that would not have been imposed but for::

((11)) the existence of any present or former connection between the Holder or beneficial owner of such Note ((or between a fiduciary,, settlor,, beneficiary,, member or shareholder of,, or possessor of power over,, the relevant Holder or beneficial owner,, if the relevant Holder or beneficial owner is an estate,, nominee,, trust,, partnership,, limited liability company or corporation)) and the Relevant Taxing Jurisdiction,, other than merely holding or enforcing rights under such Note or the receipt of payments thereunder;;

((22)) the presentation of such Note ((in cases in which presentation is required)) more than 3300 days after the Relevant Date,, except to the extent that the Holder or beneficial owner or such other person would have been entitled to Additional Amounts on presenting the Note for payment on any date during such 3300--day period;; or

((33)) during a Redemption Period ((in connection with the payment of the Redemption Price)) or in connection with a Fundamental Change Repurchase Notice,, the failure of the Holder ((or,, in the case of a Global Note,, the relevant beneficial owner)) to provide,, upon the Company's request set forth in the relevant Redemption Notice or Fundamental Change Repurchase Notice,, as applicable,, certification,, information,, documents or other evidence concerning such Holder's or beneficial owner's nationality,, residence ((including a "Declaration of Status for Israeli Income Tax Purposes" by such Holder or beneficial owner that is not an Israeli tax resident upon the payment of the Redemption Price or Fundamental Change Repurchase Price,, as applicable,, hereunder)) or identity under the laws or regulations of a Relevant Taxing Jurisdiction in order to make any declaration of non--residence substantiating eligibility for an exemption from.. or reduction in the rate of,, withholding tax with respect to such Relevant Taxing Jurisdiction,, in each case,, solely at the time of redemption or repurchase,, if and to the extent that such Holder or beneficial owner is legally able to comply with such request and due and timely compliance with such request is required by statute,, treaty,, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner upon such redemption or repurchase upon a Fundamental Change;;

((B)) any Taxes withheld or deducted in connection with any payments of cash and//or deliveries of Ordinary Shares,, together with payments of cash for any fractional Ordinary Share,, upon conversion of the Notes;;

((C)) any estate,, inheritance,, gift,, use,, sales,, transfer,, excise,, personal property or similar Tax;;

((D)) any Tax that is payable otherwise than by withholding or deduction from payments or deliveries under or with respect to the Notes;;

((E)) any tax,, assessment,, withholding or deduction required by Sections 11447711 through 11447744 of the United States Internal Revenue Code of 11998866,, as amended ((or any amended or successor version of such Sections)) (("FATCA")),, any current or future U..S.. Treasury Regulations or rulings promulgated thereunder,, any law,, regulation or other official guidance enacted in any jurisdiction implementing FATCA,, any intergovernmental agreement between the United States and any other jurisdiction to implement the foregoing or any law enacted by such other jurisdiction to give effect to such agreement,, or any agreement with the U..S.. Internal Revenue Service under FATCA;;

((F)) any Tax imposed in connection with a Note presented for payment ((where presentation is required for payment)) by or on behalf of a Holder or beneficial owner who would have been able to avoid such tax,, assessment or governmental charge by presenting the relevant Note to,, or otherwise accepting payment from,, another paying agent;; or

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((ii)) with respect to any payment of the principal of ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) and Special Interest,, if any,, on such Note to any Person who is a fiduciary,, partnership or Person other than the sole beneficial owner of that payment to the extent no Additional Amounts would have been payable had the beneficial owner been the Holder thereof..

Notwithstanding the foregoing,, the limitations on the Company's obligation to pay Additional Amounts set forth in Section 44..1100((a))((i))((A))((33)) shall not apply if the provision of any certification,, identification,, information,, documentation or other reporting requirement described in Section 44..1100((a))((i))((A))((33)) would be materially more onerous,, in form,, in procedure or in substance of information disclosed,, to a Holder or beneficial owner of a Note than comparable information or other reporting requirements imposed under U..S.. tax law,, regulations and administrative practice ((such as U..S.. Internal Revenue Service Forms W--88BEN--E and W--99)),, provided that for the purposes of this paragraph,, the provision of a "Declaration of Status for Israeli Income Tax Purposes" by a Holder or beneficial owner solely in connection with any redemption or Fundamental Change repurchase of a Note shall not be considered materially more onerous than comparable information or other reporting requirements under U..S.. tax law,, regulations and administrative practice ((such as U..S.. Internal Revenue Service Forms W--88BEN--E and W--99)).. Notwithstanding anything to the contrary contained in this Indenture,, no Holder or beneficial owner of a Note shall have any obligation to establish eligibility for a reduced ((or zero)) withholding tax rate under any income tax treaty in order to receive Additional Amounts..

((b)) If the Company is required to make any deduction or withholding from any payments or deliveries with respect to the Notes,, the Company shall deliver to the Trustee official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted or,, if official receipts are not obtainable,, other documentation evidencing the payment of the amounts so withheld or deducted.. Copies of such receipts or other documentation shall be made available to Holders of the Notes upon request..

((c)) Whenever there is mentioned in any context the payment of principal of ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)),, or the payment of Special Interest,, if any,, on any Note or any other amount payable with respect to such Note ((including Defaulted Amounts and any interest payable thereon)),, such mention shall be deemed to include payment of Additional Amounts provided for in this Indenture to the extent that,, in such context,, Additional Amounts are,, were or would be payable in respect thereof..

((d)) The Company shall promptly pay when due any present or future stamp,, court or documentary taxes or any other excise or property taxes,, charges or similar levies that arise in any Relevant Taxing Jurisdiction from the execution,, delivery or registration of each Note or any other document or instrument referred to herein or therein,, except for taxes,, charges or similar levies resulting from any transfer of Notes other than the initial sale by the Initial Purchasers as contemplated in this Indenture and except as provided in Section 22..0066,, Section 1144..0022((d)) and Section 1144..0022((e))..

((e)) All payments and deliveries made under or with respect to the transactions contemplated herein are exclusive of VAT and,, accordingly,, if VAT is or becomes due,, then the Company must pay all such VAT to the relevant tax authorities..

((f)) If the Company reasonably determines that ((x)) there is a reasonable likelihood that the Company will be required by law to withhold or deduct Taxes in connection with any payments of cash and//or deliveries of Ordinary Shares,, together with payments of cash for any fractional Ordinary Share ((including,, for the avoidance of doubt,, in connection with Physical Settlement upon conversion of the Notes)),, and ((y)) such requirement will be eliminated or reduced by the provision by a beneficial owner eligible to make the Non--Israeli Tax Residency Representation of a "Declaration of Status for Israeli Income Tax Purposes" ((or any other duly completed certification or documentation,, the collection of which a reasonable procedure ((as determined in our reasonable judgment)) may be implemented at the time that such written request is made)) ((the "Tax Status Documentation")),, the Company will be obligated to mitigate such withholding or deduction by ((i)) processing the conversion outside of The Depository Trust Company's "ATOP" platform ((or its successor)) and instead following alternative conversion procedures set out under Section 1144..0022((b)) so as to permit collection of such Tax Status Documentation and ((ii)) timely ((as set forth in such alternative procedures)) providing our written request to the converting beneficial owner to provide a duly completed Tax Status Documentation prior to the close of business on the Business Day immediately preceding the applicable scheduled Settlement Date for such conversion,, if and to the extent that such beneficial owner is legally able to comply with such request..

ARTICLE 55

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 55..0011.. Lists of Holders.. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee,, ((i)) if and at all such times when Special Interest is payable on the Notes pursuant to this Indenture not more than 1155 days after each March 11 and September 11 in each year ((if Special Interest is then payable as set forth hereunder)) beginning with March 11,, 22002266,, and ((ii)) at such other times as the Trustee may request in writing,, within 3300 days after receipt by the Company of any such request ((or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder)),, a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 1155 days ((or such other date as the Trustee may reasonably request in order to so provide any such notices)) prior to the time such information is furnished,, except that no such list need be furnished so long as the Trustee is acting as Note Registrar..

Section 55..0022.. Preservation and Disclosure of Lists.. The Trustee shall preserve,, in as current a form as is reasonably practicable,, all information as to the names and addresses of the Holders contained in the most recent list furnished to it as provided in Section 55..0011 or maintained by the Trustee in its capacity as Note Registrar,, if so acting.. The Trustee may destroy any list furnished to it as provided in Section 55..0011 upon receipt of a new list so furnished..

ARTICLE 66 DEFAULTS AND REMEDIES

Section 66..0011.. Events of Default.. Each of the following events shall be an "Event of Default" with respect to the Notes::

((a)) default in any payment of Special Interest,, if any,, on any Note when due and payable,, and the default continues for a period of 3300 consecutive days;;

((b)) default in the payment of principal of any Note when due and payable on the Maturity Date,, upon a Redemption,, upon any required repurchase,, upon declaration of acceleration or otherwise

((c)) failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder's conversion right and such failure continues for three Business Days;;

((d)) failure by the Company to issue a Fundamental Change Company Notice in accordance with Section 1155..0022((c)),, notice of a Make--Whole Fundamental Change in accordance with Section 1144..0033((b)),, notice of a specified corporate event in accordance with Section 1144..0011((b))((ii)) or Section 1144..0011((b))((iii)) or a Redemption Notice in accordance with Section 1166..0022 or Section 1177..0022,, as the case may be,, in each case when due,, and such failure continues for three Business Days;;

((e)) failure by the Company to comply with its obligations under Article 1111;;

((f)) failure by the Company for 6600 days after written notice from the Trustee or the Holders of at least 2255%% in principal amount of the Notes then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or this Indenture;;

((g)) default by the Company or any Subsidiary of the Company with respect to any mortgage,, agreement or other instrument under which there may be outstanding,, or by which there may be secured or evidenced,, any indebtedness for money borrowed in excess of \$\$110000,,000000,,000000 ((or its foreign currency equivalent)) in the aggregate of the Company and//or any such Subsidiary,, whether such indebtedness now exists or shall hereafter be created ((i)) resulting in such indebtedness becoming or being declared due and payable or ((ii)) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity,, upon required repurchase,, upon declaration of acceleration or otherwise,, in each case after the expiration of any applicable grace period,, if such default is not cured or waived,, or such acceleration is not rescinded,, within 3300 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 2255%% in aggregate principal amount of Notes then outstanding,, in accordance with this Indenture;;

((h)) [Reserved];;

((i)) the Company or any Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law::

((i)) commences a voluntary case;;
((ii)) consents in writing to the entry of an order for relief against it in an involuntary case;;
((iii)) consents in writing to the appointment of a custodian,, receiver,, trustee,, liquidator or similar officer ((temporary or permanent)) of it or for all or substantially all of its

property;;

((iv)) makes a general assignment for the benefit of its creditors;;
((v)) admits in writing in a public report or release or bondholder report it generally is not paying its debts as they become due;; or

((vi)) applies for the granting of a freeze order ((hakpaat halichim)) under the Israeli Companies Law,, 55775599--11999999 or under the Israeli Insolvency and Economic Rehabilitation Law,, 55777788--22001188;; or

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

((i)) is for relief against the Company or any Significant Subsidiary in an involuntary case;;

((ii)) appoints a custodian,, receiver,, trustee,, liquidator or similar officer ((temporary or permanent)) of the Company or any Significant Subsidiary or for all or substantially all of the property of the Company or any Significant Subsidiary;;

((iii)) orders the liquidation of the Company or any Significant Subsidiary;; or
((iv)) grants a freeze order ((hakpaat halichim)) under the Israeli Companies Law,, 55775599--11999999 or under the Israeli Insolvency and Economic Rehabilitation Law,, 55777788--22001188;;

and the order or decree remains unstayed and in effect for 6600 consecutive days..

Section 66..0022.. Acceleration;; Rescission and Annulment.. If one or more Events of Default shall have occurred and be continuing ((whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,, decree or order of any court or any order,, rule or regulation of any administrative or governmental body)),, then,, and in each and every such case ((other than an Event of Default specified in Section 66..0011((i)) or Section 66..0011((j)) with respect to the Company)),, unless the principal of all of the Notes shall have already become due and payable,, either the Trustee or the Holders of at least 2255%% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 88..0044,, by notice in writing to the Company ((and to the Trustee if given by Holders)),, may declare 110000%% of the principal of,, and any accrued and unpaid Special Interest on,, if any,, all the Notes to be due and payable immediately,, and upon any such declaration the same shall become and shall automatically be immediately due and payable,, anything contained in this Indenture or in the Notes to the contrary notwithstanding.. If an Event of Default specified in Section 66..0011((i)) or Section 66..0011((j)) with respect to the Company ((and not solely one or more of its Subsidiaries)) occurs and is continuing,, 110000%% of the principal of,, and accrued and unpaid Special Interest,, if any,, on,, all Notes shall become and shall automatically be immediately due and payable..

The immediately preceding paragraph,, however,, is subject to the conditions that if,, at any time after the principal of the Notes shall have been so declared due and payable,, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided,, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of any accrued and unpaid Special Interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration ((with interest on overdue installments of any accrued and unpaid Special Interest,, and on such principal at the then--applicable Special Interest rate only and to the extent any Special Interest is payable at such time and to the extent that payment of such interest is enforceable under applicable law)) and amounts due to the Trustee pursuant to Section 77..0066,, and if ((11)) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and ((22)) any and all existing Events of Default under this Indenture,, other than the nonpayment of the principal of and accrued and unpaid Special Interest,, if any,, on Notes that shall have become due solely by such acceleration,, shall have been cured or waived pursuant to Section 66..0099,, then and in every such case ((except as provided in the immediately succeeding sentence)) the Holders of a majority in aggregate principal amount of the Notes then outstanding,, by written notice to the Company and to the Trustee,, may waive ((including by way of consents obtained in connection with a repurchase of,, or tender or exchange offer for,, the Notes)) all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist,, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture;; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default,, or shall impair any right consequent thereon.. Notwithstanding anything to the contrary herein,, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from ((i)) the nonpayment of the principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) of,, or any accrued and unpaid Special Interest on,, any Notes,, or ((ii)) a failure to pay or deliver,, as the case may be,, the consideration due upon conversion of the Notes..

Section 66..0033.. Special Interest.. Notwithstanding anything in this Indenture or in the Notes to the contrary,, to the extent the Company elects,, the sole remedy for an Event of Default relating to the Company's failure to comply with its obligations as set forth in Section 44..0066((b)) shall after the occurrence of such an Event of Default consist exclusively of the right to receive Special Interest on the Notes at a rate equal to ((i)) 00..2255%% per annum of the principal amount of the Notes outstanding for the first 118800 days during which such Event of Default has occurred and is continuing,, beginning on,, and including,, the date on which such Event of Default first occurs,, and ((ii)) 00..5500%% per annum of the principal amount of the Notes outstanding for each day during the next 118800--day period during which such Event of Default is continuing,, beginning on,, and including,, the 118811st day after such Event of Default first occurred.. If the Company so elects,, such Special Interest shall be payable as set forth in Section 22..0033.. On the 336611st day after such Event of Default ((if the Event of Default relating to the Company's failure to file is not cured or waived prior to such 336611st day)),, the Notes shall be immediately subject to acceleration as provided in Section 66..0022.. The provisions of this paragraph will not affect the rights of Holders of any Notes in the event of the occurrence of any Event of Default other than the Company's failure to comply with its obligations as set forth in Section 44..0066((b)).. In the event the Company does not elect to pay Special Interest following an Event of Default in accordance with this Section 66..0033 or the Company elected to make such payment but does not pay the Special Interest when due,, the Notes shall be immediately subject to acceleration as provided in Section 66..0022..

In order to elect to pay Special Interest as the sole remedy during the first 336600 days after the occurrence of any Event of Default described in the immediately preceding paragraph,, the Company must notify all Holders of the Notes,, the Trustee and the Paying Agent in writing of such election prior to the beginning of such 336600--day period.. Upon the failure to timely give such notice,, the Notes shall be immediately subject to acceleration as provided in Section 66..0022..

Special Interest that accrues on any Note pursuant to the provisions of this Section 66..0033 shall be in addition to any Special Interest that may accrue on such Note pursuant to the provisions set forth in Section 44..0066((d)) and Section 44..0066((e));; provided,, however,, that in no event shall the rate of any such Special Interest payable under this Section 66..0033,, when taken together with any such Special Interest payable as set forth in Section 44..0066((d)) as a result of the Company's failure to timely file any document or report it is required to file with the SEC pursuant to Section 1133 or 1155((d)) of the Exchange Act,, but excluding any interest that accrues on Deferred Special Interest,, exceed a total rate of 00..5500%% per annum on any Note as a result of the Company's failure to timely file any document or report it is required to file with the SEC pursuant to Section 1133 or 1155((d)) of the Exchange Act,, regardless of the number of such events or such circumstances giving rise to the requirement to pay such Special Interest..

Section 66..0044.. Payments of Notes on Default;; Suit Therefor.. If an Event of Default described in clause ((a)) or ((b)) of Section 66..0011 shall have occurred,, the Company shall,, upon demand of the Trustee,, pay to the Trustee,, for the benefit of the Holders of the Notes,, ((i)) the whole amount then due and payable on the Notes for principal and Special Interest,, if any,, with no interest accruing on any overdue principal and Special Interest ((if any)),, unless Special Interest is payable pursuant to this Indenture on the required payment date,, in which case such amounts will accrue interest per annum at the then--applicable rate of Special Interest and to the extent that Special Interest remains payable pursuant to this Indenture,, subject to the enforceability of such interest pursuant to applicable law,, and ((ii)) in addition thereto,, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 77..0066.. 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,, may institute a judicial proceeding for the collection of the sums so due and unpaid,, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes,, wherever situated..

In the event there shall be pending proceedings for the bankruptcy or for the reorganization of the Company under Bankruptcy Law,, or in case a receiver,, assignee or trustee in bankruptcy or reorganization,, liquidator,, sequestrator or similar official shall have been appointed for or taken possession of the Company,, the property of the Company,, or in the event of any other judicial proceedings relative to the Company upon the Notes,, or to the creditors or property of the Company,, the Trustee,, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 66..0044,, shall be entitled and empowered,, by intervention in such proceedings or otherwise,, to file and prove a claim or claims for the whole amount of principal and accrued and unpaid Special Interest,, if any,, pursuant to the immediately preceding paragraph in respect of the Notes,, and,, in case of any judicial proceedings,, to file such proofs of claim and other papers or documents and to take such other actions as it may deem necessary or advisable in order to have the claims of the Trustee ((including any claim for the reasonable compensation,, expenses,, disbursements and advances of the Trustee,, its agents and counsel)) and of the Holders allowed in such judicial proceedings relative to the Company on the Notes,, its or their creditors,, or its or their property,, and to collect and receive any monies or other property payable or deliverable on any such claims,, and to distribute the same after the deduction of any amounts due to the Trustee under Section 77..0066;; and any receiver,, assignee or trustee in bankruptcy or reorganization,, liquidator,, custodian or similar official is hereby authorized by each of the Holders to make such payments to the Trustee,, as administrative expenses,, and,, in the event that the Trustee shall consent to the making of such payments directly to the Holders,, to pay to the Trustee any amount due it for reasonable compensation,, expenses,, advances and disbursements,, including agents and counsel fees and expenses,, and including any other amounts due to the Trustee under Section 77..0066,, incurred by it up to the date of such distribution.. To the extent that such payment of reasonable compensation,, expenses,, advances and disbursements out of the estate in any such proceedings shall be denied for any reason,, payment of the same shall be secured by a lien on,, and shall be paid out of,, any and all distributions,, dividends,, monies,, securities and other property that the Holders of the Notes may be entitled to receive in such proceedings,, whether in liquidation or under any plan of reorganization or arrangement or otherwise..

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,, arrangement,, adjustment or composition affecting such Holder or the rights of any Holder thereof,, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding..

All rights of action and of asserting claims under this Indenture,, or under any of the Notes,, may be enforced by the Trustee without the possession of any of the Notes,, 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 the payment of the reasonable compensation,, expenses,, disbursements and advances of the Trustee,, its agents and counsel,, be for the ratable benefit of the Holders of the Notes..

In any proceedings brought by the Trustee ((and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party)) the Trustee shall be held to represent all the Holders of the Notes,, and it shall not be necessary to make any Holders of the Notes parties to any such proceedings..

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant to Section 66..0099 or any rescission and annulment pursuant to Section 66..0022 or for any other reason or shall have been determined adversely to the Trustee,, then and in every such case the Company,, the Holders and the Trustee shall,, subject to any determination in such proceeding,, be restored respectively to their several positions and rights hereunder,, and all rights,, remedies and powers of the Company,, the Holders and the Trustee shall continue as though no such proceeding had been instituted..

Section 66..0055.. Application of Monies Collected by Trustee.. Any monies collected by the Trustee pursuant to this Article 66 with respect to the Notes shall be applied in the following order,, at the date or dates fixed by the Trustee for the distribution of such monies,, upon presentation of the several Notes,, and stamping thereon the payment,, if only partially paid,, and upon surrender thereof,, if fully paid::

First,, to the payment of all amounts due to the Trustee and its agents under Section 77..0066;;

Second,, in case the principal of the outstanding Notes shall not have become due and be unpaid,, to the payment of any Special Interest on,, and any cash due upon conversion of,, the Notes in default in the order of the date due of the payments of such interest and cash due upon conversion,, as the case may be,, with interest ((to the extent that any such interest is payable pursuant to this Indenture and has been collected by the Trustee)) upon such overdue payments at the rate of Special Interest,, if any,, at such time,, such payments to be made ratably to the Persons entitled thereto;;

Third,, in case the principal of the outstanding Notes shall have become due,, by declaration or otherwise,, and be unpaid to the payment of the whole amount ((including,, if applicable,, the payment of the Redemption Price and the Fundamental Change Repurchase Price and any cash due upon conversion)) then owing and unpaid upon the Notes for principal and Special Interest,, if any,, with interest ((to the extent that any such interest is payable pursuant to this Indenture and has been collected by the Trustee)) on the overdue principal and Special Interest,, if any,, at the rate of Special Interest,, if any,, at such time,, and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes,, then to the payment of such principal ((including,, if applicable,, the Redemption Price and the Fundamental Change Repurchase Price and any cash due upon conversion)) and any Special Interest without preference or priority of principal over Special Interest,, or of any Special Interest over principal,, or of any installment of Special Interest over any other installment of Special Interest,, or of any Note over any other Note,, ratably to the aggregate of such principal ((including,, if applicable,, the Redemption Price and the Fundamental Change Repurchase Price and any cash due upon conversion)) and any accrued and unpaid Special Interest;; and

Fourth,, to the payment of the remainder,, if any,, to the Company..

Section 66..0066.. Proceedings by Holders.. Except to enforce the right to receive payment of principal ((including,, if applicable,, the Redemption Price and the Fundamental Change Repurchase Price)) or any Special Interest when due,, or the right to receive payment or delivery of the consideration due upon conversion,, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture or the Notes 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,, trustee,, liquidator,, custodian or other similar official,, or for any other remedy hereunder,, unless::

((a)) such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof,, as herein provided;;

((b)) Holders of at least 2255%% in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action,, suit or proceeding in its own name as Trustee hereunder,, provided that,, in the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders,, with each group of Holders representing less than a majority in aggregate principal amount of Notes outstanding,, the Trustee,, in its sole discretion,, may determine which action,, if any,, shall be taken;;

((c)) such Holders shall have provided to the Trustee such security or indemnity reasonably satisfactory to it against any loss,, liability,, claim or expense to be incurred therein or thereby;;

((d)) the Trustee for 6600 days after its receipt of such notice,, request and offer of such security or indemnity,, shall have not complied with such request;; and

((e)) no direction that,, in the opinion of the Trustee,, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 6600--day period pursuant to Section 66..0099,,

it being understood and intended,, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more of such Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect,, disturb or prejudice the rights of any other Holder,, 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 ((except as otherwise provided herein)).. The Trustee shall not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to the rights of such Holders.. For the protection and enforcement of this Section 66..0066,, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity..

Notwithstanding any other provision of this Indenture and any provision of any Note,, each Holder shall have the right to receive payment or delivery,, as the case may be,, of ((x)) the principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) of,, ((y)) accrued and unpaid Special Interest,, if any,, on,, and ((z)) the consideration due upon conversion of,, such Note,, on or after the respective due dates expressed or provided for in such Note or in this Indenture,, or to institute suit for the enforcement of any such payment or delivery,, as the case may be,, and such right to receive such payment or delivery,, as the case may be,, on or after such respective dates shall not be impaired or affected without the consent of such Holder..

Section 66..0077.. Proceedings by Trustee.. In case of an Event of Default,, 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 are necessary to protect and enforce any of such rights,, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise,, whether for the specific enforcement of any covenant or agreement contained in this 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.. The Trustee reserves the right to file a proof of claim or any other document necessary in order to have claims of the Holders and the Trustee allowed in any such judicial proceedings..

Section 66..0088.. Remedies Cumulative and Continuing.. Except as provided in the last paragraph of Section 22..0066,, all powers and remedies given by this Article 66 to the Trustee or to the Holders shall,, to the extent permitted by law,, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the Holders of the Notes,, by judicial proceedings or otherwise,, to enforce the performance or observance of the covenants and agreements contained in this Indenture,, and no delay or omission of the Trustee or of any Holder of any of the Notes to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power,, or shall be construed to be a waiver of any such Default or Event of Default or any acquiescence therein;; and,, subject to the provisions of Section 66..0066,, every power and remedy given by this Article 66 or by law to the Trustee or to the Holders may be exercised from time to time,, and as often as shall be deemed expedient,, by the Trustee or by the Holders..

⁴⁴⁸⁸

Section 66..0099.. Direction of Proceedings and Waiver of Defaults by Majority of Holders.. The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 88..0044 shall have the right to direct the time,, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes;; provided,, however,, that Article 77 such direction shall not be in conflict with any rule of law or with this Indenture,, and Article 88 the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 88..0044 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except ((i)) a default in the payment of accrued and unpaid Special Interest,, if any,, on,, or the principal ((including any Redemption Price and any Fundamental Change Repurchase Price)) of,, the Notes when due that has not been cured pursuant to the provisions of Section 66..0011,, ((ii)) a failure by the Company to pay or deliver,, as the case may be,, the consideration due upon conversion of the Notes or ((iii)) a default in respect of a covenant or provision hereof which under Article 1100 cannot be modified or amended without the consent of each Holder of an outstanding Note affected.. Upon any such waiver the Company,, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder;; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 66..0099,, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing;; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon..

Section 66..1100.. Notice of Defaults.. The Trustee shall,, within 9900 days after the occurrence and continuance of a Default of which a Responsible Officer has actual knowledge,, or,, if it is not actually known to a Responsible Officer such time,, promptly ((and in any event within ten Business Days)) after it becomes actually known to a Responsible Officer,, deliver to all Holders notice of all Defaults actually known to a Responsible Officer,, unless such Defaults shall have been cured or waived before the giving of such notice;; provided that,, except in the case of a Default in the payment of the principal of ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)),, or any accrued and unpaid Special Interest on,, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion,, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.. For the avoidance of doubt,, the Trustee shall not be required to deliver such notice at any time after such Default or Event of Default is cured or waived..

Section 66..1111.. Undertaking to Pay Costs.. All parties to this Indenture agree,, and each Holder of any Note by its 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;; provided that the provisions of this Section 66..1111 ((to the extent permitted by law)) shall not apply to any suit instituted by the Trustee,, to any suit instituted by any Holder,, or group of Holders,, holding in the aggregate more than 1100%% in principal amount of the Notes at the time outstanding determined in accordance with Section 88..0044,, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or any accrued and unpaid Special Interest,, if any,, on any Note ((including,, but not limited to,, the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note,, or receive the consideration due upon conversion,, in accordance with the provisions of Article 1144..

ARTICLE 77

CONCERNING THE TRUSTEE

Section 77..0011.. Duties and Responsibilities of Trustee.. The Trustee,, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred,, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.. In the event an Event of Default has occurred and is continuing,, the Trustee shall exercise such of the rights and powers vested in it by this Indenture,, and use the same degree of care and skill in its exercise,, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs;; provided that if an Event of Default occurs and is continuing,, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have provided to the Trustee indemnity or security reasonably satisfactory to it against any loss,, liability,, claim or expense that might be incurred by it in compliance with such request or direction..

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action,, its own grossly negligent failure to act or its own willful misconduct,, except that::

((a)) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred::

((i)) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture,, and the Trustee shall not be liable 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

((ii)) in the absence of gross negligence and willful misconduct on the part of the Trustee,, the Trustee may 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 provisions 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 ((but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein));;

((b)) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee,, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;;

((c)) 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 of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 88..0044 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;;

((d)) whether or not therein provided,, every provision of this Indenture relating to the conduct or affecting the liability of,, or affording protection to,, the Trustee shall be subject to the provisions of this Section and Section 77..0022;;

((e)) the Trustee shall not be liable in respect of any payment ((as to the correctness of amount,, entitlement to receive or any other matters relating to payment)) or notice effected by the Company or any Paying Agent or any records maintained by any co--Note Registrar with respect to the Notes;;

((f)) if any party fails to deliver a notice relating to an event the fact of which,, pursuant to this Indenture,, requires notice to be sent to the Trustee,, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred,, unless a Responsible Officer of the Trustee had actual knowledge of such event;;

((g)) in the absence of written investment direction from the Company,, all cash received by the Trustee shall be placed in a non--interest bearing trust account,, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses,, fees,, taxes or other charges incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction,, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company;;

((h)) in the event that the Trustee is also acting as Custodian,, Note Registrar,, Paying Agent,, Conversion Agent,, Bid Solicitation Agent or transfer agent hereunder,, the rights and protections afforded to the Trustee pursuant to this Article 77 shall also be afforded to such Custodian,, Note Registrar,, Paying Agent,, Conversion Agent,, Bid Solicitation Agent or transfer agent;;

((i)) the Trustee shall have no duty to inquire,, no duty to determine and no duty to monitor as to the performance of the Company's covenants in this Indenture or the financial performance of the Company;; the Trustee shall be entitled to assume,, until it has received written notice in accordance with this Indenture,, that the Company is properly performing its duties hereunder;;

((j)) the Trustee shall be under no obligation to enforce any of the provisions of this Indenture unless it is instructed by Holders of at least 2255%% of the aggregate principal amount of outstanding Notes determined as provided in Section 88..0044 and is provided with security and//or indemnity reasonably satisfactory to it;; and

((k)) the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and//or security reasonably satisfactory to it against any costs,, expenses and liabilities that might be incurred by it in compliance with such request or direction..

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..

Section 77..0022.. Reliance on Documents,, Opinions,, Etc.. Except as otherwise provided in Section 77..0011::

((a)) the Trustee may conclusively rely and shall be fully protected in acting upon any resolution,, certificate,, statement,, instrument,, opinion,, report,, notice,, request,, consent,, order,, bond,, note,, coupon or other paper or document believed by it in good faith 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 an Officers' Certificate ((unless other evidence in respect thereof be herein specifically prescribed));; and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;;

((c)) the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;;

((d)) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,, certificate,, statement,, instrument,, opinion,, report,, notice,, request,, direction,, consent,, order,, bond,, debenture or other paper or document,, but the Trustee,, in its discretion,, may make such further inquiry or investigation into such facts or matters as it may see fit,, and,, if the Trustee shall determine to make such further inquiry or investigation,, it shall be entitled to examine the books,, records and premises of the Company,, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;;

((e)) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents,, custodians,, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent,, custodian,, nominee or attorney appointed by it with due care hereunder;;

((f)) the permissive rights of the Trustee enumerated herein shall not be construed as duties;;

((g)) the Trustee shall not be liable for any action taken,, suffered,, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;;

((h)) the Trustee,, the Paying Agent,, the Conversion Agent and the Note Registrar may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would,, in its opinion based upon legal advice in the relevant jurisdiction,, be contrary to any law of that jurisdiction or,, to the extent applicable,, of New York;; furthermore,, the Trustee may also refrain from taking such action if it would otherwise render it liable to any Person in that jurisdiction or New York or if,, in its opinion based on such legal advice,, it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction or in New York or if it is determined by any court or other competent authority in that jurisdiction that it does not have such power;;

((i)) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;;

((j)) the Trustee shall not be deemed to have knowledge of an Event of Default except ((i)) any Event of Default described in Section 66..0011((a)),, Section 66..0011((b)) or Section 66..0011((c)) or ((ii)) any Event of Default of which a Responsible Officer of the Trustee shall have received at the Corporate Trust Office written notification thereof from the Company or a Holder,, and such notice references the Notes of this Indenture;;

((k)) the Trustee may request that the Company deliver Officers' Certificates setting forth the names of individuals and their titles and specimen signatures of officers authorized at such time to take specified actions pursuant to this Indenture,, which Officers' Certificates may be signed by any Person authorized to sign an Officers' Certificate,, as the case may be,, including any Person specified as so authorized in any such certificate previously delivered and not superseded;;

((l)) the Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction,, in accordance with Section 66..0099,, of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 88..0044 as to the time,, method and place of conducting any proceeding for any remedy available to the Trustee or the exercising of any power conferred by this Indenture;;

((m)) The Trustee shall not be responsible for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission in the records which may result from such information or any failure by the Trustee to perform its duties as set forth herein as a result of any inaccuracy or incompleteness;; and

((n)) neither the Trustee nor any agent thereof shall have any responsibility or liability for any actions taken or not taken by the Depositary..

In no event shall the Trustee be liable for any special,, indirect,, punitive,, consequential loss or damage of any kind whatsoever ((including but not limited to lost profits)),, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes,, unless either ((11)) a Responsible Officer shall have actual knowledge of such Default or Event of Default or ((22)) written notice of such Default or Event of Default shall have been given to the Trustee by the Company or by any Holder of the Notes..

Section 77..0033.. No Responsibility for Recitals,, Etc.. The recitals,, statements,, warranties and representations contained herein and in the Notes ((except in the Trustee's certificate of authentication)) shall be taken as the statements of the Company,, and the Trustee assumes no responsibility for the correctness of the same.. The Trustee makes no representations as to the accuracy or correctness of the same or the execution,, legality,, effectiveness,, adequacy,, genuineness,, validity,, enforceability or admissibility in evidence of this Indenture or of the Notes.. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity with the provisions of this Indenture.. Notwithstanding the generality of the foregoing,, each Holder shall be solely responsible for making its own independent appraisal of,, and investigation into,, the financial condition,, creditworthiness,, condition,, affairs,, status and nature of the Company,, and the Trustee shall not at any time have any responsibility for the same and each Holder shall not rely on the Trustee in respect thereof.. The Trustee shall have no responsibility or liability with respect to any information,, statement or recital in the Offering Memorandum,, prospectus,, prospectus supplement or other disclosure material prepared or distributed with respect to any of the Notes..

Section 77..0044.. Trustee,, Paying Agents,, Conversion Agents,, Bid Solicitation Agent or Note Registrar May Own Notes.. The Trustee,, any Paying Agent,, any Conversion Agent,, Bid Solicitation Agent ((if other than the Company or any Affiliate thereof)) or Note Registrar,, in its individual or any other capacity,, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee,, Paying Agent,, Conversion Agent,, Bid Solicitation Agent or Note Registrar,, and nothing herein shall obligate any of them to account for any profits earned from any business or transactional relationship..

Section 77..0055.. Monies and Ordinary Shares to Be Held in Trust.. All monies and Ordinary Shares received by the Trustee shall,, until used or applied as herein provided,, be held in trust for the purposes for which they were received.. Money and Ordinary Shares held by the Trustee in trust hereunder 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 money or Ordinary Shares received by it hereunder except as may be agreed from time to time by the Company and the Trustee..

Section 77..0066.. Compensation and Expenses of Trustee.. The Company covenants and agrees to pay to the Trustee from time to time,, and the Trustee shall be entitled to,, reasonable compensation for all services rendered by it hereunder in any capacity ((which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)) as mutually agreed to in writing between the Trustee and the Company,, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses,, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder ((including the reasonable compensation and the costs,, expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ)) except any such expense,, disbursement or advance as shall have been caused by its gross negligence or willful misconduct,, as determined by a final order of a court of competent jurisdiction.. The Company also covenants to indemnify the Trustee in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its agents and any authenticating agent for,, and to hold them harmless against,, any loss,, claim ((provided that the Company need not pay for settlement of any such claim made without its consent,, which consent shall not be unreasonably withheld)),, damage,, liability or expense incurred without gross negligence or willful misconduct,, as determined by a final order of a court of competent jurisdiction,, on the part of the Trustee,, its officers,, directors,, agents or employees,, or such agent or authenticating agent,, as the case may be,, and arising out of or in connection with the acceptance or administration of this Indenture or in any other capacity hereunder,, including the costs and expenses of defending themselves against any claim of liability in the premises or the enforcement of this Section 77..0066.. The obligations of the Company under this Indenture ((including this Section 77..0066)) to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses,, disbursements and advances shall be secured by a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee,, except,, subject to the effect of Section 66..0055,, funds held in trust herewith for the benefit of the Holders of particular Notes.. The Trustee's right to receive payment of any amounts due under this Section 77..0066 shall not be subordinate to any other liability or indebtedness of the Company.. The obligation of the Company under this Section 77..0066 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee.. The Company need not pay for any settlement made without its consent,, which consent shall not be unreasonably withheld.. The indemnification provided in this Section 77..0066 shall extend to the officers,, directors,, agents and employees of the Trustee..

Without prejudice to any other rights available to the Trustee under applicable law,, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 66..0011((i)) or Section 66..0011((j)) occurs,, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy,, insolvency or similar laws..

Section 77..0077.. Officers' Certificate as Evidence.. Except as otherwise provided in Section 77..0011,, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder,, such matter ((unless other evidence in respect thereof be herein specifically prescribed)) may,, in the absence of gross negligence or willful misconduct on the part of the Trustee,, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee,, and such Officers' Certificate,, in the absence of gross negligence and willful misconduct on the part of the Trustee,, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof..

Section 77..0088.. Eligibility of Trustee.. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act ((as if,, for this purpose,, the Trust Indenture Act were applicable hereto)) to act as such and has a combined capital and surplus of at least \$\$5500,,000000,,000000.. If such Person publishes reports of condition at least annually,, pursuant to law or to the requirements of any supervising or examining authority,, then for the purposes of this Section,, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section,, it shall resign promptly in the manner and with the effect hereinafter specified in this Article..

Section 77..0099.. Resignation or Removal of Trustee.. Article 99 The Trustee may at any time resign by giving written notice of such resignation to the Company and by delivering notice thereof to the Holders.. Upon receiving such notice of resignation,, the Company shall promptly appoint a successor trustee by written instrument,, in duplicate,, 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 4455 days after the giving of such notice of resignation to the Holders,, the resigning Trustee may,, upon ten Business Days' notice to the Company and the Holders,, petition any court of competent jurisdiction for the appointment of a successor trustee,, or any Holder who has been a bona fide holder of a Note or Notes for at least six months ((or since the date of this Indenture)) may,, subject to the provisions of Section 66..1111,, on behalf of himself or herself and all others similarly situated,, petition any such court for the appointment of a successor trustee at the expense of the Company.. Such court may thereupon,, after such notice,, if any,, as it may deem proper and prescribe,, appoint a successor trustee..

((b)) In case at any time any of the following shall occur::

((i)) the Trustee shall cease to be eligible in accordance with the provisions of Section 77..0088 and shall fail to resign after written request therefor by the Company or by any such Holder,, or

((ii)) the Trustee shall become incapable of acting,, or shall be adjudged a bankrupt or insolvent,, or a receiver of the Trustee or of its property shall be appointed,, 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 either case,, the Company may by a Board Resolution remove the Trustee and appoint a successor trustee by written instrument,, in duplicate,, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee,, or,, subject to the provisions of Section 66..1111,, any Holder who has been a bona fide holder of a Note or Notes for at least six months ((or since the date of this Indenture)) may,, on behalf of himself or herself 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 Notes at the time outstanding,, as determined in accordance with Section 88..0044,, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless within ten days after notice to the Company of such nomination the Company objects thereto,, in which case the Trustee so removed or any Holder,, upon the terms and conditions and otherwise as in Section 77..0099((a)) provided,, may petition any court of competent jurisdiction for an appointment of a successor trustee..

((d)) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 77..0099 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 77..1100..

Section 77..1100.. Acceptance by Successor Trustee.. Any successor trustee appointed as provided in Section 77..0099 shall execute,, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder,, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee,, without any further act,, deed or conveyance,, shall become vested with all the rights,, powers,, duties and obligations of its predecessor hereunder,, with like effect as if originally named as Trustee herein;; but,, nevertheless,, on the written request of the Company or of the successor trustee,, the trustee ceasing to act shall,, upon payment of any amounts then due it pursuant to the provisions of Section 77..0066,, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act.. Upon request of any such successor trustee,, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers.. Any trustee ceasing to act shall,, nevertheless,, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such trustee as such,, except for funds held in trust for the benefit of Holders of particular Notes,, to secure any amounts then due it pursuant to the provisions of Section 77..0066..

No successor trustee shall accept appointment as provided in this Section 77..1100 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 77..0088..

Upon acceptance of appointment by a successor trustee as provided in this Section 77..1100,, each of the Company and the successor trustee,, at the written direction and at the expense of the Company shall deliver or cause to be delivered notice of the succession of such trustee hereunder to the Holders at their addresses as they shall appear on the Note Register.. If the Company fails to deliver such notice within ten days after acceptance of appointment by the successor trustee,, the successor trustee shall cause such notice to be delivered at the expense of the Company..

Section 77..1111.. Succession by Merger,, Etc.. Any corporation or other entity into which the Trustee may be merged or converted or with which it may be consolidated,, or any corporation or other entity resulting from any merger,, conversion or consolidation to which the Trustee shall be a party,, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee ((including the administration of this Indenture)),, shall be the successor to the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto;; provided that in the case of any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee such corporation or other entity shall be eligible under the provisions of Section 77..0088..

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture,, any of the Notes shall have been authenticated but not delivered,, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent appointed by such predecessor trustee,, and deliver such Notes so authenticated;; and in case at that time any of the Notes shall not have been authenticated,, any successor to the Trustee or an authenticating agent appointed by such successor trustee may authenticate such Notes either in the name of any predecessor trustee hereunder or in the name of the successor trustee;; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have;; provided,, however,, that the right to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in the name of any predecessor trustee shall apply only to its successor or successors by merger,, conversion or consolidation..

Section 77..1122.. Trustee's Application for Instructions from the Company.. Any application by the Trustee for written instructions from the Company ((other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes under this Indenture)) may,, at the option of the Trustee,, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and//or after which such action shall be taken or such omission shall be effective.. The Trustee shall not be liable to the Company for any action taken by,, or omission of,, the Trustee in accordance with a proposal included in such application on or after the date specified in such application ((which date shall not be less than three Business Days after the date any Officer that the Company has indicated to the Trustee should receive such application actually receives such application,, unless any such Officer shall have consented in writing to any earlier date)),, unless,, prior to taking any such action ((or the effective date in the case of any omission)),, the Trustee shall have received written instructions in accordance with this Indenture in response to such application specifying the action to be taken or omitted..

ARTICLE 88

CONCERNING THE HOLDERS

Section 88..0011.. Action by Holders.. Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes 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 specified percentage have joined therein may be evidenced Article 1100 by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing,, or Article 1111 by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 99,, or Article 1122 by a combination of such instrument or instruments and any such record of such a meeting of Holders.. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes,, the Company or the Trustee may,, but shall not be required to,, fix in advance of such solicitation,, a date as the record date for determining Holders entitled to take such action.. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action..

Section 88..0022.. Proof of Execution by Holders.. Subject to the provisions of Section 77..0011,, Section 77..0022 and Section 99..0055,, proof of the execution of any instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee.. The holding of Notes shall be proved by the Note Register or by a certificate of the Note Registrar.. The record of any Holders' meeting shall be proved in the manner provided in Section 99..0066..

Section 88..0033.. Who Are Deemed Absolute Owners.. The Company,, the Trustee,, any authenticating agent,, any Paying Agent,, any Conversion Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be,, and may treat it as,, the absolute owner of such Note ((whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any Person other than the Company or any Note Registrar)) for the purpose of receiving payment of or on account of the principal ((including any Redemption Price and any Fundamental Change Repurchase Price)) of and ((subject to Section 22..0033)) accrued and unpaid Special Interest on such Note,, for conversion of such Note and for all other purposes under this Indenture;; and neither the Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary.. The sole registered holder of a Global Note shall be the Depositary or its nominee.. All such payments or deliveries so made to any Holder for the time being,, or upon its order,, shall be valid,, and,, to the extent of the sums or Ordinary Shares so paid or delivered,, effectual to satisfy and discharge the liability for monies payable or shares deliverable upon any such Note.. Notwithstanding anything to the contrary in this Indenture or the Notes following an Event of Default,, any owner of a beneficial interest in a Global Note may directly enforce against the Company,, without the consent,, solicitation,, proxy,, authorization or any other action of the Depositary or any other Person,, such holder's right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions of this Indenture..

Section 88..0044.. Company--Owned Notes Disregarded.. In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any direction,, consent,, waiver or other action under this Indenture,, Notes that are owned by the Company,, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination;; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction,, consent,, waiver or other action only Notes that a Responsible Officer actually knows are so owned shall be so disregarded.. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 88..0044 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to so act with respect to such Notes and that the pledgee is not the Company,, a Subsidiary thereof or an Affiliate of the Company or a Subsidiary thereof.. In the 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.. Upon request of the Trustee,, the Company shall furnish to the Trustee promptly an Officers' Certificate listing and identifying all Notes,, if any,, known by the Company to be owned or held by or for the account of any of the above described Persons;; and,, subject to Section 77..0011,, the Trustee shall be entitled to accept such Officers' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination..

Section 88..0055.. Revocation of Consents;; Future Holders Bound.. At any time prior to ((but not after)) the evidencing to the Trustee,, as provided in Section 88..0011,, of the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture in connection with such action,, any Holder of a Note that is shown by the evidence to be included in the Notes the Holders of which have consented to such action may,, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in Section 88..0022,, revoke such action so far as concerns such Note.. Except as aforesaid,, any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange or substitution therefor or upon registration of transfer thereof,, irrespective of whether any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor or upon registration of transfer thereof..

ARTICLE 99

HOLDERS' MEETINGS

Section 99..0011.. Purpose of Meetings.. A meeting of Holders may be called at any time and from time to time pursuant to the provisions of this Article 99 for any of the following purposes::

((a)) to give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture,, or to consent to the waiving of any Default or Event of Default hereunder ((in each case,, as permitted under this Indenture)) and its consequences,, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article 66;;

((b)) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 77;;

((c)) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 1100..0022;; or

((d)) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Notes under any other provision of this Indenture or under applicable law..

Section 99..0022.. Call of Meetings by Trustee.. The Trustee may at any time call a meeting of Holders to take any action specified in Section 99..0011,, to be held at such time and at such place as the Trustee shall determine.. Notice of every meeting of the Holders,, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to Section 88..0011,, shall be delivered to Holders of such Notes.. Such notice shall also be delivered to the Company.. Such notices shall be delivered not less than 2200 nor more than 9900 days prior to the date fixed for the meeting..

Any meeting of Holders shall be valid without notice if the Holders of all Notes then outstanding are present in person or by proxy or if notice is waived before or after the meeting by the Holders of all Notes then outstanding,, and if the Company and the Trustee are either present by duly authorized representatives or have,, before or after the meeting,, waived notice..

Section 99..0033.. Call of Meetings by Company or Holders.. In case at any time the Company,, pursuant to a Board Resolution,, or the Holders of at least 1100%% of the aggregate principal amount of the Notes then outstanding,, shall have requested the Trustee to call a meeting of Holders,, by written request setting forth in reasonable detail the action proposed to be taken at the meeting,, and the Trustee shall not have delivered the notice of such meeting within 2200 days after receipt of such request,, then the Company or such Holders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 99..0011,, by delivering notice thereof as provided in Section 99..0022..

Section 99..0044.. Qualifications for Voting.. To be entitled to vote at any meeting of Holders a Person shall Article 1133 be a Holder of one or more Notes on the record date pertaining to such meeting or Article 1144 be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining to such meeting.. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel..

Section 99..0055.. Regulations.. Notwithstanding any other provisions of this Indenture,, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders,, in regard to proof of the holding of Notes and of the appointment of proxies,, and in regard to the appointment and duties of inspectors of votes,, the submission and examination of proxies,, certificates and other evidence of the right to vote,, and such other matters concerning the conduct of the meeting as it shall think fit..

The Trustee shall,, by an instrument in writing,, appoint a temporary chairman of the meeting,, unless the meeting shall have been called by the Company or by Holders as provided in Section 99..0033,, in which case the Company or the Holders calling the meeting,, as the case may be,, shall in like manner appoint a temporary chairman.. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote at the meeting..

Subject to the provisions of Section 88..0044,, at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each \$\$11,,000000 principal amount of Notes held or represented by him or her;; provided,, however,, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding.. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by it or instruments in writing as aforesaid duly designating it as the proxy to vote on behalf of other Holders.. Any meeting of Holders duly called pursuant to the provisions of Section 99..0022 or Section 99..0033 may be adjourned from time to time by the Holders of a majority of the aggregate principal amount of Notes represented at the meeting,, whether or not constituting a quorum,, and the meeting may be held as so adjourned without further notice..

Section 99..0066.. Voting.. The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the Holders or of their representatives by proxy and the outstanding aggregate principal amount of the Notes held or represented by them.. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting.. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was delivered as provided in Section 99..0022.. The record shall show the aggregate principal amount of the Notes voting in favor of or against any resolution.. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee,, the latter to have attached thereto the ballots voted at the meeting..

Any record so signed and verified shall be conclusive evidence of the matters therein stated..

Section 99..0077.. No Delay of Rights by Meeting.. Nothing contained in this Article 99 shall be deemed or construed to authorize or permit,, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call,, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under any of the provisions of this Indenture or of the Notes..

ARTICLE 1100 SUPPLEMENTAL INDENTURES

Section 1100..0011.. Supplemental Indentures Without Consent of Holders.. Without the consent of any Holder,, the Company and the Trustee,, at the Company's expense,, may from time to time and at any time amend or supplement this Indenture or the Notes for one or more of the following purposes::

((a)) to cure any ambiguity,, omission,, defect or inconsistency;;

((b)) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 1111;;

((c)) to add guarantees with respect to the Notes;;

((d)) to secure the Notes;;

((e)) to add to the covenants of the Company or Events of Default for the benefit of the Holders or surrender any right or power conferred upon the Company under this Indenture;;

((f)) to make any change that does not adversely affect the rights of any Holder in any material respect;;
((g)) increase the Conversion Rate as provided in this Indenture;;
((h)) provide for the acceptance of appointment of a successor Trustee or facilitate the administration of trusts under this Indenture by more than one Trustee;;

((i)) irrevocably elect or eliminate a Settlement Method and//or a Specified Dollar Amount,, or eliminate the Company's right to elect a Settlement Method,, or change the Default Settlement Method;; provided,, however,, that no such election,, elimination or change will affect any Settlement Method theretofore elected ((or deemed to be elected)) with respect to any Note pursuant to Section 1144..0022((a))((iii));;

((j)) in connection with any Merger Event,, to provide that the Notes are convertible into Reference Property,, subject to the provisions of Section 1144..0022,, and make such related changes to the terms of the Notes to the extent expressly required by Section 1144..0077;;

((k)) comply with the rules of the Depositary,, so long as such amendment does not adversely affect the rights of any Holder;;
((l)) if applicable,, comply with any requirement of the SEC relating to the qualification of this Indenture under the Trust Indenture Act;; or
((m)) to conform the provisions of this Indenture or the Notes to the "Description of notes" section of the Offering Memorandum,, as evidenced in an Officers' Certificate..

Upon the written request of the Company,, the Trustee is hereby authorized to,, and shall join with the Company in the execution of any such supplemental indenture,, to make any further appropriate agreements and stipulations that may be therein contained,, but the Trustee shall not be obligated to,, but may in its discretion,, enter into any 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 1100..0011 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding,, notwithstanding any of the provisions of Section 1100..0022..

Section 1100..0022.. Supplemental Indentures with Consent of Holders.. With the consent ((evidenced as provided in Article 88)) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding ((determined in accordance with Article 88 and including,, without limitation,, consents obtained in connection with a repurchase of,, or tender or exchange offer for,, Notes)),, the Company and the Trustee,, at the Company's expense,, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders;; provided,, however,, that,, without the consent of each Holder of an outstanding Note affected,, no such supplemental indenture shall::

((a)) reduce the principal amount of Notes whose Holders must consent to an amendment,, supplement or waiver;;
((b)) reduce the rate of or extend the stated time for payment of Special Interest on any Note;;
((c)) reduce the principal of or extend the Maturity Date of any Note;;
((d)) make any change that adversely affects the conversion rights of any Notes;;

((e)) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company's obligation to make such payments,, whether through an amendment or waiver of provisions in the covenants,, definitions or otherwise;;

((f)) make any Note payable in a currency,, or at a place of payment,, other than that stated in the Note;;
((g)) change the ranking of the Notes;;

((h)) impair the right of any Holder to receive payment of principal and Special Interest on such Holder's Notes on or after the due date thereof or to institute suit for the enforcement of any payment on or with respect to such Holder's Notes;;

((i)) [reserved];; or
((j)) make any change in this Article 1100 that requires each Holder's consent or in the waiver provisions in Section 66..0022 or Section 66..0099..

The Company may,, but shall not be obligated to,, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto.. If a record date is fixed,, the Holders on such record date,, or their duly designated proxies,, and only such Persons,, shall be entitled to consent to such supplemental indenture,, whether or not such Holders remain Holders after such record date;; provided,, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 9900 days after such record date,, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect..

Upon the written request of the Company,, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section 1100..0055,, 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..

Holders do not need under this Section 1100..0022 to approve the particular form of any proposed supplemental indenture.. It shall be sufficient if such Holders approve the substance thereof.. After any such supplemental indenture becomes effective,, the Company shall send to the Holders a notice briefly describing such supplemental indenture.. However,, the failure to give such notice to all the Holders,, or any defect in the notice,, will not impair or affect the validity of the supplemental indenture..

Section 1100..0033.. Effect of Supplemental Indentures.. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 1100,, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights,, limitation of rights,, obligations,, duties,, benefits,, privileges,, protections,, indemnities and immunities under this Indenture of the Trustee,, the Company and the Holders 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.. This Indenture provides for the payment by the Company of all of the Trustee's fees and expenses,, including counsel fees and expenses,, associated with reviewing and executing any supplemental indenture hereto..

Section 1100..0044.. Notation on Notes.. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article 1100 may,, at the Company's request and expense,, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.. If the Company or the Trustee shall so determine,, new Notes so modified as to conform,, in the opinion of the Trustee and the Company,, to any modification of this Indenture contained in any such supplemental indenture may,, at the Company's expense,, be prepared and executed by the Company,, authenticated by the Trustee ((or an authenticating agent duly appointed by the Trustee pursuant to Section 1188..1100)) and delivered in exchange for the Notes then outstanding,, upon surrender of such Notes then outstanding..

Section 1100..0055.. Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee.. In addition to the documents required by Section 1188..0055,, the Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article 1100 is permitted or authorized by this Indenture hereto,, and is the legal,, valid and binding obligation of the Company,, enforceable against it in accordance with its terms..

ARTICLE 1111 CONSOLIDATION,, MERGER,, SALE,, CONVEYANCE AND LEASE

Section 1111..0011.. Company May Consolidate,, Etc.. on Certain Terms.. Subject to the provisions of Section 1111..0022,, the Company shall not consolidate with or merge with or into,, or sell,, convey,, transfer or lease all or substantially all of its properties and assets,, to another Person ((each,, a "Business Combination Event")),, unless::

((a)) the resulting,, surviving or transferee Person,, if not the Company ((the "Successor Entity")),, shall be a Qualified Successor Entity duly organized and existing under the laws of Israel,, Bermuda,, the British Virgin Islands,, Cayman Islands,, Guernsey,, Jersey,, the Netherlands,, Switzerland,, Luxembourg,, Ireland,, the United Kingdom,, the United States of America,, any State thereof or the District of Columbia that shall expressly assume,, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture ((including the obligation to pay Additional Amounts as set forth in Section 44..1100));; and

((b)) immediately after giving effect to such Business Combination Event,, no Default or Event of Default shall have occurred and be continuing under this Indenture..

For purposes of this Section 1111..0011,, the sale,, conveyance,, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person,, which properties and assets,, if held by the Company instead of such Subsidiaries,, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis,, shall be deemed to be the sale,, conveyance,, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.. The provisions of this Article 1111 shall not apply to the Company's conveyance,, transfer,, sale,, lease or other disposition of all or substantially all of its assets between or among the Company and one of the Company's Wholly Owned Subsidiaries..

Section 1111..0022.. Successor Corporation to Be Substituted.. In case of any Business Combination Event and upon the assumption by the Successor Company,, by supplemental indenture,, executed and delivered to the Trustee and satisfactory in form to the Trustee,, of the due and punctual payment of the principal of and any accrued and unpaid Special Interest on all of the Notes,, the due and punctual delivery or payment,, as the case may be,, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company,, such Successor Company ((if not the Company)) shall succeed to and,, except in the case of a lease of all or substantially all of the Company's properties and assets,, shall be substituted for the Company,, with the same effect as if it had been named herein as the party of the first part.. Such Successor Company thereupon may cause to be signed,, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee;; and,, upon the order of such Successor Company instead of the Company and subject to all the terms,, conditions and limitations in this Indenture prescribed,, the Trustee shall authenticate and shall deliver,, or cause to be authenticated and delivered,, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication,, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose.. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof.. In the event of any Business Combination Event ((but not in the case of a lease)),, upon compliance with this Article 1111 the Person named as the "Company" in the first paragraph of this Indenture ((or any successor that shall thereafter have become such in the manner prescribed in this Article 1111)) may be dissolved,, wound up and liquidated at any time thereafter and,, except in the case of a lease,, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes..

In case of any Business Combination Event,, such changes in phraseology and form ((but not in substance)) may be made in the Notes thereafter to be issued as may be appropriate..

Section 1111..0033.. Opinion of Counsel to Be Given to Trustee.. No such consolidation,, merger,, sale,, conveyance,, transfer or lease shall be effective unless the Trustee shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation,, merger,, sale,, conveyance,, transfer or lease and any such assumption and,, if a supplemental indenture is required in connection with such transaction,, such supplemental indenture,, complies with the provisions of this Article 1111;; provided that no Officers' Certificate or Opinion of Counsel shall be required to be delivered with respect to any transaction set forth in Section 1111..0011 where the resulting,, surviving or transferee Person is the Company..

ARTICLE 1122

IMMUNITY OF INCORPORATORS,, SHAREHOLDERS,, OFFICERS AND DIRECTORS

Section 1122..0011.. Indenture and Notes Solely Corporate Obligations.. No recourse for the payment of the principal of or any accrued and unpaid Special Interest on or the payment or delivery of consideration due upon conversion of any Note,, nor for any claim based thereon or otherwise in respect thereof,, and no recourse under or upon any obligation,, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Note,, nor because of the creation of any indebtedness represented thereby,, shall be had against any incorporator,, shareholder,, employee,, agent,, Officer or director or Subsidiary,, as such,, past,, present or future,, of the Company or of any successor corporation,, either directly or through the Company or any 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 all such liability is hereby expressly waived and released as a condition of,, and as a consideration for,, the execution of this Indenture and the issue of the Notes..

ARTICLE 1133

[INTENTIONALLY OMITTED]

ARTICLE 1144

CONVERSION OF NOTES

Section 1144..0011.. Conversion Privilege.. Article 1155 Subject to and upon compliance with the provisions of this Article 1144,, each Holder of a Note shall have the right,, at such Holder's option,, to convert all or any portion ((if the portion to be converted is \$\$11,,000000 principal amount or an integral multiple thereof)) of such Note ((i)) subject to satisfaction of the conditions described in Section 1144..0011((b)),, at any time prior to the close of business on the Business Day immediately preceding June 1155,, 22003300 under the circumstances and during the periods set forth in Section 1144..0011((b)),, and ((ii)) regardless of the conditions described in Section 1144..0011((b)),, at any time during the period from,, and including,, June 1155,, 22003300 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date,, in each case,, at an initial conversion rate of 33..11223344 Ordinary Shares ((subject to adjustment as provided in this Article 1144,, the "Conversion Rate")) per \$\$11,,000000 principal amount of Notes ((subject to,, and in accordance with,, the settlement provisions of Section 1144..0022,, the "Conversion Obligation"))..The Trustee shall have no duty or obligation to make any determination as to whether any of the conditions described in Section 1144..0011((b)) have been satisfied..

((b)) Article 1166 Prior to the close of business on the Business Day immediately preceding June 1155,, 22003300,, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period ((the "Measurement Period")) in which the Trading Price per \$\$11,,000000 principal amount of Notes,, as determined following a request by a Holder of Notes in accordance with this subsection ((b))((i)),, for each Trading Day of the Measurement Period was less than 9988%% of the product of the Last Reported Sale Price of the Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading Day.. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection ((b))((i)) and the definition of Trading Price set forth in this Indenture.. The Company shall provide written notice to the Bid Solicitation Agent ((if other than the Company)) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price,, along with appropriate contact information for each.. The Bid Solicitation Agent ((if other than the Company)) shall have no obligation to determine the Trading Price per \$\$11,,000000 principal amount of Notes unless the Company has requested such determination,, and the Company shall have no obligation to make such request ((or,, if the Company is acting as Bid Solicitation Agent,, the Company shall have no obligation to determine the Trading Price per \$\$11,,000000 principal amount of Notes)) unless a Holder provides the Company with reasonable evidence that the Trading Price per \$\$11,,000000 principal amount of Notes on any Trading Day would be less than 9988%% of the product of the Last Reported Sale Price of the Ordinary Shares on such Trading Day and the Conversion Rate on such Trading Day,, at which time the Company shall instruct the Bid Solicitation Agent ((if other than the Company)) to determine,, or if the Company is acting as Bid Solicitation Agent,, the Company shall determine,, the Trading Price per \$\$11,,000000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per \$\$11,,000000 principal amount of Notes is greater than or equal to 9988%% of the product of the Last Reported Sale Price of the Ordinary Shares and the Conversion Rate.. If ((x)) the Company is not acting as Bid Solicitation Agent,, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per \$\$11,,000000 principal amount of Notes when obligated as provided in the preceding sentence,, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination,, or ((y)) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence,, then,, in either case,, the Trading Price per \$\$11,,000000 principal amount of Notes shall be deemed to be less than 9988%% of the product of the Last Reported Sale Price of the Ordinary Shares and the Conversion Rate on each Trading Day of such failure.. If the Trading Price condition set forth above has been met,, the Company shall so notify the Holders,, the Trustee and the Conversion Agent ((if other than the Trustee)) in writing.. If,, at any time after the Trading Price condition set forth above has been met,, the Trading Price per \$\$11,,000000 principal amount of Notes is greater than or equal to 9988%% of the product of the Last Reported Sale Price of the Ordinary Shares and the Conversion Rate for such date,, the Company shall so notify the Holders of the Notes,, the Trustee and the Conversion Agent ((if other than the Trustee)) in writing..

((ii)) If,, prior to the close of business on the Business Day immediately preceding June 1155,, 22003300,, the Company elects to::

((A)) issue to all or substantially all holders of the Ordinary Shares any rights,, options or warrants ((other than in connection with a shareholder rights plan,, in each case where such rights have not separated from the Ordinary Shares)) entitling them,, for a period of not more than 4455 calendar days after the announcement date of such issuance,, to subscribe for or purchase Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Ordinary Shares for the 1100 consecutive Trading Day period ending on,, and including,, the Trading Day immediately preceding the date of announcement of such issuance;; or

((B)) distribute to all or substantially all holders of the Ordinary Shares the Company's assets,, securities or rights to purchase securities of the Company ((other than in connection with a shareholder rights plan,, in each case where such rights have not separated from the Ordinary Shares)),, which distribution has a per share value,, as reasonably determined by the Board of Directors,, exceeding 1100%% of the Last Reported Sale Price of the Ordinary Shares on the Trading Day preceding the date of announcement for such distribution,,

then,, in either case,, the Company shall notify all Holders of the Notes,, the Trustee and the Conversion Agent ((if other than the Trustee)) at least 5500 Scheduled Trading Days prior to the Ex-- Dividend Date for such issuance or distribution ((or,, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan,, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur));; provided,, however,, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement ((and,, for the avoidance of doubt,, has not irrevocably agreed to settle by some other method)),, then the Company may instead elect to provide such notice at least ten Scheduled Trading Days prior to such Ex--Dividend Date,, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex--Dividend Date ((or,, if earlier,, the date the Company announces that such will not take place)) by Physical Settlement,, and the Company shall describe the same in such notice.. Once the Company has given such notice,, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of ((11)) the close of business on the Business Day immediately preceding the Ex--Dividend Date for such issuance or distribution and ((22)) the Company's announcement that such issuance or distribution will not take place,, in each case,, even if the Notes are not otherwise convertible at such time.. However,, the Company will not be required to provide such notice,, and the Notes will not be convertible pursuant to this Section 1144..0011((b))((ii)) if each Holder of Notes participates,, at the same time and upon the same terms as holders of the Ordinary Shares and solely as a result of holding the Notes,, in such issuance or distribution without having to convert its Notes as if such Holder held a number of Ordinary Shares equal to the applicable Conversion Rate multiplied by the principal amount ((expressed in thousands)) of Notes held by such Holder..

((iii)) If ((x)) a transaction or event that constitutes a Fundamental Change or a Make--Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding June 1155,, 22003300,, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 1155..0022,, or ((y)) the Company is a party to a consolidation,, merger,, binding share exchange,, statutory scheme of arrangement ((other than a consolidation,, merger,, binding share exchange or statutory scheme of arrangement effected solely to change the Company's domicile of incorporation)),, or a transfer or lease of all or substantially all of the consolidated assets of the Company and its subsidiaries,, taken as a whole,, that occurs prior to the close of business on the Business Day immediately preceding June 1155,, 22003300,, in each case,, pursuant to which the Ordinary Shares would be converted into cash,, securities or other assets,, then all or any portion of a Holder's Notes may be surrendered for conversion at any time from or after the effective date of such transaction until the earlier of ((x)) the date that is 3355 Scheduled Trading Days after the effective date of such transaction ((or,, if the Company gives notice after the effective date of such transaction,, until 3355 Scheduled Trading Days after the date the Company gives notice)) or,, if such transaction also constitutes a Fundamental Change ((other than an Exempted Fundamental Change)),, until the close of business on the second Scheduled Trading Day immediately preceding the related Fundamental Change Repurchase Date and ((y)) the second Scheduled Trading Day immediately preceding the Maturity Date.. The Company shall notify Holders,, the Trustee and the Conversion Agent ((if other than the Trustee)) in writing no later than the fifth Business Day following the effective date of such transaction..

((iv)) Prior to the close of business on the Business Day immediately preceding June 1155,, 22003300,, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 3311,, 22002255 ((and only during such calendar quarter)),, if the Last Reported Sale Price of the Ordinary Shares for at least 2200 Trading Days ((whether or not consecutive)) during the period of 3300 consecutive Trading Days ending on,, and including,, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 113300%% of the Conversion Price on each applicable Trading Day..

((v)) If the Company calls any Note for Tax Redemption pursuant to Article 1166 or Optional Redemption pursuant to Article 1177,, then the Holder of a Note called for Redemption may convert such Note ((or any portion thereof)) at any time during the Redemption Period,, even if such Note is not otherwise convertible at such time.. After that time,, the right to convert such Note on account of the Company's delivery of a Redemption Notice shall expire,, unless the Company defaults in the payment of the Redemption Price,, in which case a Holder of the Note called for Redemption may convert such Note ((or any portion thereof)) until the Redemption Price has been paid or duly provided for.. If the Company elects to redeem less than all of the outstanding Notes pursuant to Article 1177 and the Holder of any Note ((or any owner of a beneficial interest in any Global Note)) is reasonably not able to determine,, before the close of business on the 4455th Scheduled Trading Day immediately before the relevant Optional Redemption Date,, whether such Note or beneficial interest,, as applicable,, is to be redeemed pursuant to such Optional Redemption ((and,, as a result thereof,, convertible in accordance with the provisions of this Indenture)),, then such Holder or owner,, as applicable,, will be entitled to convert such Note or beneficial interest,, as applicable,, at any time before the close of business on the second Scheduled Trading Day immediately prior to such Optional Redemption Date ((unless the Company defaults in the payment of the Redemption Price,, in which case a Holder may convert such Note or beneficial interest,, as the case may be,, until the Redemption Price has been paid or duly provided for)),, and each such conversion will be deemed to be of a Note called for Optional Redemption..

Section 1144..0022.. Conversion Procedure;; Settlement Upon Conversion..

((a)) Subject to this Section 1144..0022,, Section 1144..0033((b)) and Section 1144..0077((a)),, upon conversion of any Note,, the Company shall pay or deliver,, as the case may be,, to the converting Holder,, in respect of each \$\$11,,000000 principal amount of Notes being converted,, cash (("Cash Settlement")),, Ordinary Shares,, together with cash,, if applicable,, in lieu of delivering any fractional Ordinary Share in accordance with subsection ((j)) of this Section 1144..0022 (("Physical Settlement")) or a combination of cash and Ordinary Shares,, together with cash,, if applicable,, in lieu of delivering any fractional Ordinary Share in accordance with subsection ((j)) of this Section 1144..0022 (("Combination Settlement")),, at its election,, as set forth in this Section 1144..0022..

((i)) All conversions for which the relevant Conversion Date occurs during a Redemption Period,, and all conversions for which the relevant Conversion Date occurs on or after June 1155,, 22003300 shall be settled using the same Settlement Method..

((ii)) Except for any conversions for which the relevant Conversion Date occurs during a Redemption Period and any conversions for which the relevant Conversion Date occurs on or after June 1155,, 22003300,, the Company shall use the same Settlement Method for all conversions with the same Conversion Date,, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions with different Conversion Dates..

((iii)) Article 1177 If,, in respect of any Conversion Date ((subject to the below proviso)),, the Company elects to deliver a notice ((the "Settlement Notice")) of the relevant Settlement Method in respect of such Conversion Date,, the Company,, through written notice to the Trustee and the Conversion Agent,, shall deliver such Settlement Notice to converting Holders no later than the close of business on the Trading Day immediately following the relevant Conversion Date;; provided that in the case of any conversion ((x)) of Notes called ((or deemed called)) for Redemption for which the relevant Conversion Date occurs during a Redemption Period,, the Company shall do so in the related Redemption Notice,, ((y)) for which the Company has irrevocably elected Physical Settlement pursuant to Section 1144..0011((b))((ii)),, in the related notice described in Section 1144..0011((b))((ii)) or ((z)) on or after June 1155,, 22003300,, no later than June 1155,, 22003300 ((such notice in respect of conversions on or after June 1155,, 22003300,, the "Final Settlement Method Election Notice")) ((in each case,, the "Settlement Method Election Deadline")).. If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence,, the Company shall no longer have the right to elect a Settlement Method and the Company shall be deemed to have elected the Default Settlement Method with respect to such conversion or period,, as applicable.. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement,, the relevant Settlement Notice shall indicate the Specified Dollar Amount per \$\$11,,000000 principal amount of Notes.. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per \$\$11,,000000 principal amount of Notes in such Settlement Notice,, the Specified Dollar Amount per \$\$11,,000000 principal amount of Notes shall be deemed to be \$\$11,,000000.. For the avoidance of doubt,, the Company's failure to timely elect a Settlement Method or specify the applicable Specified Dollar Amount shall not constitute a Default or Event of Default under this Indenture..

((B)) The "Default Settlement Method" will initially be Combination Settlement with a Specified Dollar Amount of \$\$11,,000000 principal amount of Notes of \$\$11,,000000.. The Company may,, by written notice to Holders,, the Trustee and the Conversion Agent ((if other than the Trustee)),, on or before June 1155,, 22003300,, change the Default Settlement Method or elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect,, including Combination Settlement with a Specified Dollar Amount per \$\$11,,000000 principal amount of Notes of \$\$11,,000000 or with an ability to continue to set the Specified Dollar Amount per \$\$11,,000000 principal amount of Notes at or above any specific amount set forth in such election notice,, that will apply to all Note conversions with a Conversion Date that is on or after the date the Company sends such notice.. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method,, in either case,, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per \$\$11,,000000 principal amount of Notes at or above a specified amount,, the Company shall,, after the date of such change or election,, as the case may be,, inform Holders converting their Notes,, the Trustee and the Conversion Agent ((if other than the Trustee)) in writing of such Specified Dollar Amount in respect of the relevant conversion or conversions no later than the relevant Settlement Method Election Deadline for such conversion or conversions,, or,, if the Company does not timely inform the Holders,, the Trustee and the Conversion Agent of the Specified Dollar Amount,, such Specified Dollar Amount shall be the specific amount set forth in the change or election notice or,, if no specific amount was set forth in the change or election notice,, such Specified Dollar Amount shall be deemed to be \$\$11,,000000 per \$\$11,,000000 principal amount of Notes.. If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method,, then the Company shall concurrently either post the Default Settlement Method or fixed Settlement Method,, as applicable,, on the Company's website or disclose the same in a current report on Form 66--K ((or any successor form)) that is filed with the Commission.. Notwithstanding the foregoing,, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected ((or deemed to be elected)) with respect to any Conversion Date that has occurred prior to the date of such publication or filing ((and in case the Company chooses to use both methods to notify Holders,, the earlier date of such publication or filing,, if on different dates)) pursuant to this Section 1144..0022.. For the avoidance of doubt,, such change or election ((as the case may be)),, if made,, will be effective without the need to amend this Indenture or the Notes,, including pursuant to Section 1100..0011((i)).. However,, the Company may nonetheless choose to execute such an amendment at the Company's option..

((iv)) The cash,, Ordinary Shares or combination of cash and Ordinary Shares in respect of any conversion of Notes ((the "Settlement Amount")) shall be computed as follows::

((A)) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement,, the Company shall deliver to the converting Holder in respect of each \$\$11,,000000 principal amount of Notes being converted a number of Ordinary Shares equal to the Conversion Rate in effect on the Conversion Date;;

((B)) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement,, the Company shall pay to the converting Holder in respect of each \$\$11,,000000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 4400 consecutive Trading Days during the related Observation Period;; and

((C)) if the Company elects ((or is deemed to have elected)) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement,, the Company shall pay or deliver,, as the case may be,, in respect of each \$\$11,,000000 principal amount of Notes being converted,, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 4400 consecutive Trading Days during the related Observation Period..

If more than one Note is surrendered for conversion at any one time by the same Holder,, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes surrendered..

((v)) The Daily Settlement Amounts ((if applicable)) and the Daily Conversion Values ((if applicable)) shall be determined by the Company promptly following the last day of the Observation Period.. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values,, as the case may be,, and the amount of cash payable in lieu of delivering any fractional Ordinary Share,, the Company shall notify the Trustee and the Conversion Agent ((if other than the Trustee)) in writing of the Daily Settlement Amounts or the Daily Conversion Values,, as the case may be,, and the amount of cash payable in lieu of delivering fractional Ordinary Shares.. The Trustee and the Conversion Agent ((if other than the Trustee)) shall have no responsibility for any such determination..

((b)) ((W)) Subject to Section 1144..0022((e)),, in the case of a Global Note,, in order for any Holder of a Note to convert a Note as set forth above,, such Holder shall comply with the procedures of the Depositary in effect at that time and,, if required,, pay funds equal to any Special Interest payable on the next Special Interest Payment Date as set forth in Section 1144..0022((i)) and pay all transfer or similar taxes,, if any,, required pursuant to Section 1144..0022((e)).. The exercise of such conversion right shall be irrevocable..

((X)) Notwithstanding the foregoing,, if a Holder holds a beneficial interest in a Global Note and the Settlement Method applicable to the conversion of a Note by a Holder is,, or is deemed to be,, ((x)) Cash Settlement or Combination Settlement with a Specified Dollar Amount greater than \$\$00,, or ((y)) Physical Settlement,, and,, in each case,, as of the time the Company makes ((or is deemed to make)) such Settlement Method election,, the Company reasonably determines that circumstances described in Section 44..1100((f)) exist,, then such conversion will not be processed pursuant to The Depository Trust Company's "ATOP" platform ((or its successor)),, and to convert,, instead of the procedures described in Section 1144..0022((b))((W)),, Holders will be required to::

((i))((11)) complete,, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion ((or a facsimile thereof)) ((a "Notice of Conversion")) at the office of the Conversion Agent,, ((22)) deliver the beneficial interests in the Note((s)) subject to the Notice of Conversion to the Conversion Agent,, ((33)) if required,, pay funds equal to Special Interest,, if any,, payable on the next Special Interest Payment Date as set forth in Section 1144..0022((i));; and ((44)) if required,, pay all transfer or similar taxes,, if any;; and

((ii))((11)) in the case of any conversions for which the relevant Conversion Date does not occur during a Redemption Period or on or after June 1155,, 22003300,, upon the Company's written request to the beneficial owner so converting or its nominee,, which written request must be made no later than on the 22nd Business Day after the Conversion Date,, ((22)) in the case of any conversions for which the relevant Conversion Date occurs during a Redemption Period,, upon the Company's written request which must be set forth in the relevant Redemption Notice or ((33)) in the case of any conversions for which the relevant Conversion Date occurs on or after June 1155,, 22003300 ((and not during a Redemption Period)),, upon the Company's written request ((x)) which must be set forth in the Final Settlement Method Election Notice ((if a Final Settlement Method Election Notice is given)),, and ((y)) separately made in a manner reasonably expected to be available to the beneficial owners of the Notes or their nominees ((including through a notice posted on the Company's website or disclosed in a Current Report on Form 66--K ((or any successor form)) that is filed with the Commission)),, which request must be made no later than ten Business Days prior to the last potential Conversion Date that can occur prior to the Maturity Date)),, provide a duly completed "Declaration of Status for Israeli Income Tax Purposes" ((or any other duly completed certification or documentation)) prior to the close of business on the Business Day immediately preceding the applicable scheduled Settlement Date for such conversion,, if and to the extent that such beneficial owner is legally able to comply with such request and due and timely compliance with such request is required by statute,, treaty,, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to eliminate any withholding or deduction in respect of the conversion consideration applicable to such conversion.. If such certification and documentation is not provided,, consideration delivered upon conversion to such beneficial owner may be subject to withholding or deduction..

((Y)) Subject to Section 1144..0022((e)),, in the case of a Physical Note,, before any Holder of a Note shall be entitled to convert a Note as set forth above,, such Holder shall,, ((11)) complete,, manually sign and deliver an irrevocable Notice of Conversion ((or a facsimile thereof)) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names ((with addresses)) in which such Holder wishes the certificate or certificates for any Ordinary Shares to be delivered upon settlement of the Conversion Obligation to be registered,, ((22)) surrender such Notes,, duly endorsed to the Company or in blank ((and accompanied by appropriate endorsement and transfer documents)),, at the office of the Conversion Agent,, ((33)) if required,, furnish appropriate endorsements and transfer documents;; ((44)) if required,, pay funds equal to Special Interest,, if any,, payable on the next Special Interest Payment Date as set forth in Section 1144..0022((i));; and ((55)) if required,, pay all transfer or similar taxes,, if any.. If the Settlement Method applicable to a conversion of a Physical Note by a Holder is,, or is deemed to be,, ((x)) Cash Settlement or Combination Settlement with a Specified Dollar Amount greater than \$\$00,, or ((y)) Physical Settlement,, and,, in each case,, as of the time the Company makes ((or is deemed to make)) such Settlement Method election the Company reasonably determines that circumstances described in Section 44..1100((f)) exist,, the procedures related to a "Declaration of Status for Israeli Income Tax Purposes" shall apply mutatis mutandis..

((Z)) The Trustee ((and if different,, the Conversion Agent)) shall notify the Company of any conversion pursuant to this Article 1144 promptly following the Conversion Date for such conversion.. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 1155..0033.. A Holder's exercise of its conversion rights shall be irrevocable..

If more than one Note shall be surrendered for conversion at one time by the same Holder,, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes ((or specified portions thereof to the extent permitted thereby)) so surrendered..

((c)) A Note shall be deemed to have been converted immediately prior to the close of business on the date ((the "Conversion Date")) that the Holder has complied with the requirements set forth in subsection ((b)) above ((for the avoidance of doubt,, with respect to a conversion to which the procedures described in Section 1144..0022((b))((X)) applies,, the "Conversion Date" shall be the date on which a Holder complies with the procedures described in clause ((i)) of Section 1144..0022((b))((X)))).. Except as set forth in Section 1144..0033((b)),, Section 1144..0077((a)) and the next sentence,, the Company shall pay or deliver,, as the case may be,, the consideration due in respect of the Conversion Obligation ((i)) on the second Business Day immediately following the relevant Conversion Date,, if the Company elects Physical Settlement ((unless such Conversion Date occurs following September 11,, 22003300,, in which case the Company will deliver the relevant consideration on the Maturity Date)),, or ((ii)) on the second Business Day immediately following the last Trading Day of the Observation Period,, in the case of any other Settlement Method.. If Physical Settlement applies to a conversion that is not settled through The Depository Trust Company's "ATOP" platform ((or its successor)) as set forth in Section 1144..0022((b))((X)),, the Company will deliver the consideration due in respect of the Conversion Obligation on the fifth Business Day immediately following the relevant Conversion Date.. If any Ordinary Shares are due to a converting Holder,, the Company shall issue or cause to be issued,, and deliver ((if applicable)) to the Conversion Agent or to such Holder,, or such Holder's nominee or nominees,, the full number of Ordinary Shares to which such Holder shall be entitled,, in book--entry format through the Depositary,, in satisfaction of the Company's Conversion Obligation..

((d)) In case any Note shall be surrendered for partial conversion,, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note,, without payment of any service charge by the converting Holder but,, if required by the Company or Trustee,, with payment of a sum sufficient to cover any documentary,, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion..

((e)) If a Holder submits a Note for conversion,, the Company shall pay any documentary,, stamp or similar issue or transfer tax due on the issue or delivery of any Ordinary Shares upon conversion,, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder 's name,, in which case the Holder shall pay that tax.. The Conversion Agent may refuse to deliver the certificates representing the Ordinary Shares being issued in a name other than the Holder's name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence..

((f)) Except as provided in Section 1144..0044,, no adjustment shall be made for dividends on any Ordinary Shares issued upon the conversion of any Note as provided in this Article 1144..

((g)) Upon the conversion of an interest in a Global Note,, the Trustee,, or the Custodian at the direction of the Trustee,, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby.. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee..

((h)) Upon conversion,, a Holder shall not receive any separate cash payment for accrued and unpaid Special Interest,, if any,, except as set forth below,, and the Company will not adjust the Conversion Rate for any accrued and unpaid Special Interest,, if any,, on any converted Notes.. The Company's settlement of the full Conversion Obligation ((together with any cash payment for any fractional Ordinary Share)) shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid Special Interest,, if any,, to,, but not including,, the relevant Conversion Date.. As a result,, accrued and unpaid Special Interest,, if any,, to,, but not including,, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled,, extinguished or forfeited.. Upon a conversion of Notes into a combination of cash and Ordinary Shares,, accrued and unpaid Special Interest will be deemed to be paid first out of the cash paid upon such conversion.. Notwithstanding the foregoing,, if Notes are converted after the close of business on a Special Interest Record Date for the payment of Special Interest,, if any,, and prior to the open of business on the corresponding Special Interest Payment Date,, Holders of such Notes as of the close of business on such Special Interest Record Date will receive the full amount of Special Interest,, if any,, payable on such Notes on the corresponding Special Interest Payment Date notwithstanding the conversion.. Notes surrendered for conversion during the period from the close of business on any Special Interest Record Date to the open of business on the immediately following Special Interest Payment Date must be accompanied by funds equal to the amount of Special Interest,, if any,, payable on the Notes so converted;; provided that no such payment shall be required ((11)) for conversions following the close of business on September 11,, 22003300;; ((22)) if the Company has specified a Redemption Date that is after a Special Interest Record Date and on or prior to the second Scheduled Trading Day immediately following the corresponding Special Interest Payment Date;; ((33)) if the Company has specified a Fundamental Change Repurchase Date that is after a Special Interest Record Date and on or prior to the second Scheduled Trading Day immediately following the corresponding Special Interest Payment Date;; or ((44)) to the extent of any Defaulted Amounts,, if any Defaulted Amounts exists at the time of conversion with respect to such Note.. Therefore,, for the avoidance of doubt,, all Holders of record as of the close of business on September 11,, 22003300,, or a Fundamental Change Repurchase Date or a Redemption Date shall receive the full Special Interest payment,, if any,, due on the corresponding Special Interest Payment Date in cash regardless of whether their Notes have been converted following such Special Interest Record Date or September 11,, 22003300,, as the case may be..

((i)) The Person in whose name the Ordinary Shares,, if any,, shall be issuable upon conversion shall be treated as a shareholder of record as of the close of business on the relevant Conversion Date ((if the Company elects to satisfy the related Conversion Obligation by Physical Settlement)) or the last Trading Day of the relevant Observation Period ((if the Company elects to satisfy the related Conversion Obligation by Combination Settlement)),, as the case may be.. Upon a conversion of Notes,, such Person shall no longer be a Holder of such Notes surrendered for conversion..

((j)) The Company shall not issue any fractional Ordinary Share upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional Ordinary Share otherwise issuable upon conversion based on the Daily VWAP for the relevant Conversion Date ((or,, if such Conversion Date is not a Trading Day,, the immediately preceding Trading Day)),, in the case of Physical Settlement,, or based on the Daily VWAP for the last Trading Day of the relevant Observation Period,, in the case of Combination Settlement.. For each Note surrendered for conversion,, if the Company has elected ((or is deemed to have elected)) Combination Settlement,, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash..

Section 1144..0033.. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with a Make--Whole Fundamental Change or Redemption Notice.. Article 1188 If ((i)) ((X)) the Effective Date of a Make--Whole Fundamental Change occurs prior to the Maturity Date or ((Y)) the Company delivers a Redemption Notice,, and ((ii)) a Holder elects to convert its Notes in connection with such Make--Whole Fundamental Change or Redemption Notice,, the Company shall,, under the circumstances described below,, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional Ordinary Shares ((the "Additional Shares")),, as described below.. A conversion of Notes shall be deemed for these purposes to be "in connection with" such Make--Whole Fundamental Change if the relevant Conversion Date occurs during the period from,, and including,, the Effective Date of the Make--Whole Fundamental Change up to,, and including,, the second Scheduled Trading Day immediately prior to the related Fundamental Change Repurchase Date ((or,, in the case of an Exempted Fundamental Change or a Make--Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause ((b)) of the definition thereof,, the 3355th Trading Day immediately following the Effective Date of such Make--Whole Fundamental Change)) ((such period,, the "Make--Whole Fundamental Change Period")).. A conversion of Notes shall be deemed for these purposes to be "in connection with" such Redemption Notice if the relevant Conversion Date with respect to the Notes called ((or deemed called)) for Redemption occurs during the related Redemption Period.. For the avoidance of doubt,, the Company shall increase the Conversion Rate hereunder in connection with a Redemption Notice only in respect of conversions of the Notes called ((or deemed called)) for Redemption,, and not of the Notes not called ((or not deemed called)) for Redemption.. Accordingly,, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Section 1177..0011,, Holders of the Notes not called for Optional Redemption will not be entitled to an increased Conversion Rate for conversions of such Notes during a Redemption Period on account of such Optional Redemption,, except in the limited circumstances set forth under Section 1144..0011((b))((v))..

((b)) Upon surrender of Notes for conversion in connection with a Make--Whole Fundamental Change or a Redemption Notice,, the Company shall,, at its option,, satisfy the related Conversion Obligation by Physical Settlement,, Cash Settlement or Combination Settlement in accordance with Section 1144..0022;; provided,, however,, that if,, at the effective time of a Make--Whole Fundamental Change described in clause ((b)) of the definition of Fundamental Change,, the Reference Property following such Make--Whole Fundamental Change is composed entirely of cash,, then,, for any conversion of Notes with a Conversion Date occurring on or after the Effective Date of such Make--Whole Fundamental Change,, the Conversion Obligation shall be calculated based solely on the Share Price for the transaction and shall be deemed to be an amount of cash per \$\$11,,000000 principal amount of converted Notes equal to the Conversion Rate on such Conversion Date ((including any adjustment for Additional Shares)),, multiplied by the Share Price.. In such event,, the Conversion Obligation shall be paid to Holders in cash on or before the tenth Business Day following the Conversion Date.. The Company shall provide notice of each Make--Whole Fundamental Change at the time and in the manner described under Section 1144..0011((b)) ((iii))..

((c)) The number of Additional Shares,, if any,, by which the Conversion Rate shall be increased shall be determined by reference to the table below,, based on ((i))((x)) in the case of a Make--Whole Fundamental Change,, the date on which the Make--Whole Fundamental Change occurs or becomes effective or,, ((y)) in the case of a Redemption Notice,, the relevant Redemption Notice Date ((in each case,, the "Effective Date")) and ((ii))((x)) in the case of a Make--Whole Fundamental Change,, the price paid ((or deemed to be paid)) per Ordinary Share in the Make--Whole Fundamental Change or ((y)) in the case of a Redemption Notice,, the average of the Last Reported Sale Prices of the Ordinary Shares over the five consecutive Trading Days ending on,, and including,, the Trading Day immediately day immediately preceding the relevant Redemption Notice Date ((in each case,, the "Share Price")).. If the holders of the Ordinary Shares receive in exchange for their Ordinary Shares only cash in a Make--Whole Fundamental Change described in clause ((b)) of the definition of Fundamental Change,, the Share Price shall be the cash amount paid per share.. In the case of any other Make--Whole Fundamental Change,, the Share Price shall be the average of the Last Reported Sale Prices of the Ordinary Shares over the five consecutive Trading Days ending on,, and including,, the Trading Day immediately preceding the Effective Date of the Make--Whole Fundamental Change.. In the event that a conversion during a Redemption Period would also be deemed to be in connection with a Make--Whole Fundamental Change or in connection with another Redemption Period,, a Holder of Notes to be converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur of the earliest applicable Redemption Notice Date and the Effective Date of any applicable Make--Whole Fundamental Change,, and the later event((s)) will be deemed not to have occurred for purposes of this Section with respect to such conversion.. The Company shall make appropriate adjustments to the Share Price,, in its good faith determination,, to account for any adjustment to the Conversion Rate that becomes effective,, or any event requiring an adjustment to the Conversion Rate where the Ex-- Dividend Date,, Effective Date ((as such term is used in Section 1144..0044)) or expiration date of the event occurs during such any five consecutive Trading Day period during which the Share Price is to be calculated..

((d)) The Share Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate of the Notes is otherwise adjusted.. The adjusted Share Prices shall equal the Share Prices applicable immediately prior to such adjustment,, multiplied by a fraction,, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted.. The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 1144..0044..

((e)) The following table sets forth the number of Additional Ordinary Shares by which the Conversion Rate shall be increased per \$\$11,,000000 principal amount of Notes pursuant to this Section 1144..0033 for each Share Price and Effective Date set forth below::

								Share price
Effective date	\$\$2233771166			\$\$2266000000 \$\$2299000000 \$\$3322001166 \$\$3377550000		\$\$4411662211	\$\$4466000000	\$\$5533000000	\$\$6600000000	\$\$7700000000			\$\$8800000000 \$\$9900000000 \$\$11,,0000000000 \$\$11,,2255000000
September 55,, 22002255	1100993311	0099004455	0077114455	0055770077	0033888877	0022995599	0022223388	0011445555	0000995544	0000552211	0000227766	0000113366	0000005588	0000000000
September 1155,, 22002266	1100993311	0099004455	0077114455	0055667777	0033777744	0022881199	0022008899	0011331122	0000883300	0000442266	0000220099	0000009911	0000003322	0000000000
September 1155,, 22002277	1100993311	0099004455	0066999911	0055339977	0033444466	0022449944	0011778855	0011005566	0000662255	0000228866	0000111199	0000003399	0000000077	0000000000
September 1155,, 22002288	1100993311	0088884400	0066553333	0044886600	0022888866	0011997711	0011332222	0000669999	0000336644	0000113300	0000003355	0000000033	0000000000	0000000000
September 1155,, 22002299	1100993311	0088119900	0055661199	0033883377	0011991144	0011113355	0000664499	0000225588	0000009922	0000001111	0000000000	0000000000	0000000000	0000000000
September 1155,, 22003300	1100993311	0077222277	0033224488	0000000000	0000000000	0000000000	0000000000	0000000000	0000000000	0000000000	0000000000	0000000000	0000000000	0000000000

The exact Share Price and Effective Date may not be set forth in the table above,, in which case::

((i)) if the Share Price is between two Share Prices in the table above or the Effective Date is between two Effective Dates in the table,, the number of Additional Shares shall be determined by a straight--line interpolation between the number of Additional Shares set forth for the higher and lower Share Prices and the earlier and later Effective Dates,, as applicable,, based on a 336655 or 336666--day year,, as applicable;;

((ii)) if the Share Price is greater than \$\$11,,225500..0000 per ordinary share ((subject to adjustment in the same manner as the Share Prices set forth in the column headings of the table above pursuant to subsection ((d)) above)),, no Additional Shares shall be added to the Conversion Rate;; and

((iii)) if the Share Price is less than \$\$223377..1166 per ordinary share ((subject to adjustment in the same manner as the Share Prices set forth in the column headings of the table above pursuant to subsection ((d)) above)),, no Additional Shares shall be added to the Conversion Rate..

Notwithstanding the foregoing,, in no event shall the Conversion Rate per \$\$11,,000000 principal amount of Notes exceed 44..22116655 Ordinary Shares,, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 1144..0044..

((f)) Nothing in this Section 1144..0033 shall prevent an adjustment to the Conversion Rate pursuant to Section 1144..0044 in respect of a Make--Whole Fundamental Change..

Section 1144..0044.. Adjustment of Conversion Rate.. The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs,, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate ((other than in the case of ((x)) a share split or share combination or ((y)) a tender or exchange offer)),, at the same time and upon the same terms as holders of the Ordinary Shares and solely as a result of holding the Notes,, in any of the transactions described in this Section 1144..0044,, without having to convert their Notes,, as if they held a number of Ordinary Shares equal to the Conversion Rate,, multiplied by the principal amount ((expressed in thousands)) of Notes held by such Holder..

((a)) If the Company exclusively issues Ordinary Shares as a dividend or distribution on Ordinary Shares,, or if the Company effects a share split or share combination,, the Conversion Rate shall be adjusted based on the following formula::

$$\mathsf{CR'} = \mathsf{CR}_0 \times \frac{\mathsf{OS'}}{\mathsf{OS}_0}.$$

where,,

CR⁰⁰ = the Conversion Rate in effect immediately prior to the open of business on the Ex--Dividend Date of such dividend or distribution,, or immediately prior to the open of business on the Effective Date of such share split or share combination,, as applicable;;
CR'' = the Conversion Rate in effect immediately after the open of business on such Ex--Dividend Date or Effective Date;;
OS⁰⁰ = the number of Ordinary Shares outstanding immediately prior to the open of business on such Ex--Dividend Date or Effective Date ((before giving effect to any such dividend,, distribution,, share split or share combination));; and
OS'' = the number of Ordinary Shares outstanding immediately after giving effect to such dividend,, distribution,, share split or share combination..

Any adjustment made under this Section 1144..0044((a)) shall become effective immediately after the open of business on the Ex--Dividend Date for such dividend or distribution,, or immediately after the open of business on the Effective Date for such share split or share combination,, as applicable.. If any dividend or distribution of the type described in this Section 1144..0044((a)) is declared but not so paid or made,, the Conversion Rate shall be immediately readjusted,, effective as of the date the Board of Directors determines not to pay such dividend or distribution,, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared..

((b)) If the Company issues to all or substantially all holders of the Ordinary Shares any rights,, options or warrants ((other than a distribution of rights pursuant to a shareholders rights plan)) entitling them,, for a period of not more than 4455 calendar days after the announcement date of such issuance,, to subscribe for or purchase Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Ordinary Shares for the 1100 consecutive Trading Day period ending on,, and including,, the Trading Day immediately preceding the date of announcement of such issuance,, the Conversion Rate shall be increased based on the following formula::

$$\mathbf{CR'=CR}_0 \times \frac{\mathbf{OS}_0 + \mathbf{X}}{\mathbf{OS}_0 + \mathbf{Y}}$$

where,,

CR⁰⁰ = the Conversion Rate in effect immediately prior to the open of business on the Ex--Dividend Date for such issuance;;
CR'' = the Conversion Rate in effect immediately after the open of business on such Ex--Dividend Date;;
OS⁰⁰ = the number of Ordinary Shares outstanding immediately prior to the open of business on such Ex--Dividend Date;;
X = the total number of Ordinary Shares issuable pursuant to such rights,, options or warrants;; and
Y = the number of Ordinary Shares equal to the aggregate price payable to exercise such rights,, options or warrants,, divided by the average of the Last Reported Sale Prices of the Ordinary Shares over the 1100 consecutive Trading Day period ending on,, and including,, the Trading Day immediately preceding the date of announcement of the issuance of such rights,, options or warrants..

Any increase made under this Section 1144..0044((b)) shall be made successively whenever any such rights,, options or warrants are issued and shall become effective immediately after the open of business on the Ex--Dividend Date for such issuance.. To the extent that Ordinary Shares are not delivered after the expiration of such rights,, options or warrants,, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights,, options or warrants been made on the basis of delivery of only the number of Ordinary Shares actually delivered.. If such rights,, options or warrants are not so issued,, or if no such rights,, options or warrants are exercised prior to their expiration,, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex--Dividend Date for such issuance had not occurred..

For purposes of this Section 1144..0044((b)) and for the purpose of Section 1144..0011((b))((ii))((A)),, in determining whether any rights,, options or warrants entitle the holders of the Ordinary Shares to subscribe for or purchase Ordinary Shares at less than such average of the Last Reported Sale Prices of the Ordinary Shares for the 1100 consecutive Trading Day period ending on,, and including,, the Trading Day immediately preceding the date of announcement for such issuance,, and in determining the aggregate offering price of such Ordinary Shares,, there shall be taken into account any consideration received by the Company for such rights,, options or warrants and any amount payable on exercise or conversion thereof,, the value of such consideration,, if other than cash,, to be determined by the Board of Directors..

((c)) If the Company distributes shares of its Capital Stock,, evidences of its indebtedness,, other assets or property of the Company or rights,, options or warrants to acquire its Capital Stock or other securities,, to all or substantially all holders of the Ordinary Shares,, excluding Article 1199 dividends,, distributions or issuances as to which an adjustment is effective ((or would be effected)) pursuant to Section 1144..0044((a)) or Section 1144..0044((b)),, Article 2200 rights issued under a shareholder rights plan ((except as described in Section 1144..1111)),, Article 2211 dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 1144..0044((d)) shall apply,, Article 2222 distributions of Reference Property in exchange for or upon conversion of the Ordinary Shares in a transaction described in Section 1144..0077,, and Article 2233 Spin--Offs as to which the provisions set forth below in this Section 1144..0044((c)) shall apply ((any of such shares of Capital Stock,, evidences of indebtedness,, other assets or property or rights,, options or warrants to acquire Capital Stock or other securities,, the "Distributed Property")),, then the Conversion Rate shall be increased based on the following formula::

$$\mathbf{CR'=CR}_0 \times \frac{\mathbf{SP}_0}{\mathbf{SP}_0 - \mathbf{FMV}}$$

where,,

$$^{84}$$

CR⁰⁰ = the Conversion Rate in effect immediately prior to the open of business on the Ex--Dividend Date for such distribution;;
CR'' = the Conversion Rate in effect immediately after the open of business on such Ex--Dividend Date;;
SP⁰⁰ = the average of the Last Reported Sale Prices of the Ordinary Shares over the 1100 consecutive Trading Day period ending on,, and including,, the Trading Day immediately preceding the Ex--Dividend Date for such distribution;; and
FMV = the fair market value ((as determined by the Board of Directors)) of the Distributed Property with respect to each outstanding Ordinary Share on the Ex--Dividend Date for such distribution..

Any increase made under the portion of this Section 1144..0044((c)) above shall become effective immediately after the open of business on the Ex--Dividend Date for such distribution.. If such distribution is not so paid or made,, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution had not been declared.. Notwithstanding the foregoing,, if "FMV" ((as defined above)) is equal to or greater than "SP00" ((as defined above)),, in lieu of the foregoing increase,, each Holder of a Note shall receive,, in respect of each \$\$11,,000000 principal amount thereof,, at the same time and upon the same terms as holders of the Ordinary Shares receive the Distributed Property,, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of Ordinary Shares equal to the Conversion Rate in effect on the Ex--Dividend Date for the distribution.. If the Board of Directors determines the "FMV" ((as defined above)) of any distribution for purposes of this Section 1144..0044((c)) by reference to the actual or when--issued trading market for any securities,, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Ordinary Shares over the 1100 consecutive Trading Day period ending on,, and including,, the Trading Day immediately preceding the Ex--Dividend Date for such distribution..

With respect to an adjustment pursuant to this Section 1144..0044((c)) where there has been a payment of a dividend or other distribution on the Ordinary Shares of shares of Capital Stock of any class or series,, or similar equity interest,, of or relating to a Subsidiary or other business unit of the Company,, that are,, or,, when issued,, will be,, listed or admitted for trading on a U..S.. national securities exchange ((a "Spin--Off")),, the Conversion Rate shall be increased based on the following formula::

$$\mathbf{CR'=CR}_0 \times \frac{\mathbf{FMV_0} + \mathbf{MP_0}}{\mathbf{MP_0}}$$

where,,

CR⁰⁰ = the Conversion Rate in effect immediately prior to the end of the Valuation Period;;

CR'' = the Conversion Rate in effect immediately after the end of the Valuation Period;;
FMV⁰⁰ = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Ordinary Shares applicable to one Ordinary Share ((determined by reference to the definition of Last Reported Sale Price as set forth in Section 11..0011 as if references therein to Ordinary Shares were to such Capital Stock or similar equity interest)) over the first 1100 consecutive Trading Day period after,, and including,, the Ex--Dividend Date of the Spin--Off ((the "Valuation Period"));; and

MP⁰⁰ = the average of the Last Reported Sale Prices of the Ordinary Shares over the Valuation Period..

The increase to the Conversion Rate under the preceding paragraph shall occur immediately after the end of the Valuation Period;; provided that ((x)) in respect of any conversion of Notes for which Physical Settlement is applicable,, if the relevant Conversion Date occurs during the Valuation Period,, references to "1100" in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from,, and including,, the Ex--Dividend Date of such Spin--Off to,, and including,, such Conversion Date in determining the Conversion Rate and ((y)) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable,, for any Trading Day that falls within the relevant Observation Period for such conversion and within the Valuation Period,, references to "1100" in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from,, and including,, the Ex--Dividend Date of such Spin--Off to,, and including,, such Trading Day in determining the Conversion Rate as of such Trading Day of such Observation Period.. If any dividend or distribution that constitutes a Spin--Off is declared but not so paid or made,, the Conversion Rate shall be immediately decreased,, effective as of the date the Board of Directors or a committee thereof determines not to pay or make such dividend or distribution,, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or announced..

	8866

For purposes of this Section 1144..0044((c)) ((and subject in all respect to Section 1144..1111)),, rights,, options or warrants distributed by the Company to all holders of the Ordinary Shares entitling them to subscribe for or purchase shares of the Company's Capital Stock,, including Ordinary Shares ((either initially or under certain circumstances)),, which rights,, options or warrants,, until the occurrence of a specified event or events (("Trigger Event")):: ((i)) are deemed to be transferred with such Ordinary Shares;; ((ii)) are not exercisable;; and ((iii)) are also issued in respect of future issuances of Ordinary Shares,, shall be deemed not to have been distributed for purposes of this Section 1144..0044((c)) ((and no adjustment to the Conversion Rate under this Section 1144..0044((c)) will be required)) until the occurrence of the earliest Trigger Event,, whereupon such rights,, options or warrants shall be deemed to have been distributed and an appropriate adjustment ((if any is required)) to the Conversion Rate shall be made under this Section 1144..0044((c)).. If any such right,, option or warrant,, including any such existing rights,, options or warrants distributed prior to the date of this Indenture,, are subject to events,, upon the occurrence of which such rights,, options or warrants become exercisable to purchase different securities,, evidences of indebtedness or other assets,, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex--Dividend Date with respect to new rights,, options or warrants with such rights ((in which case the existing rights,, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof)).. In addition,, in the event of any distribution ((or deemed distribution)) of rights,, options or warrants,, or any Trigger Event or other event ((of the type described in the immediately preceding sentence)) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 1144..0044((c)) was made,, ((11)) in the case of any such rights,, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof,, upon such final redemption or purchase ((x)) the Conversion Rate shall be readjusted as if such rights,, options or warrants had not been issued and ((y)) the Conversion Rate shall then again be readjusted to give effect to such distribution,, deemed distribution or Trigger Event,, as the case may be,, as though it were a cash distribution,, equal to the per share redemption or purchase price received by a holder or holders of Ordinary Shares with respect to such rights,, options or warrants ((assuming such holder had retained such rights,, options or warrants)),, made to all holders of Ordinary Shares as of the date of such redemption or purchase,, and ((22)) in the case of such rights,, options or warrants that shall have expired or been terminated without exercise by any holders thereof,, the Conversion Rate shall be readjusted as if such rights,, options and warrants had not been issued..

For purposes of Section 1144..0044((a)),, Section 1144..0044((b)) and this Section 1144..0044((c)),, if any dividend or distribution to which this Section 1144..0044((c)) is applicable also includes one or both of::

((A)) a dividend or distribution of Ordinary Shares to which Section 1144..0044((a)) is applicable ((the "Clause A Distribution"));; or
((B)) a dividend or distribution of rights,, options or warrants to which Section 1144..0044((b)) is applicable ((the "Clause B Distribution")),,

then,, in either case,, ((11)) such dividend or distribution,, other than the Clause A Distribution and the Clause B Distribution,, shall be deemed to be a dividend or distribution to which this Section 1144..0044((c)) is applicable ((the "Clause C Distribution")) and any Conversion Rate adjustment required by this Section 1144..0044((c)) with respect to such Clause C Distribution shall then be made,, and ((22)) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 1144..0044((a)) and Section 1144..0044((b)) with respect thereto shall then be made,, except that,, if determined by the Company ((I)) the "Ex--Dividend Date" of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex--Dividend Date of the Clause C Distribution and ((II)) any Ordinary Shares included in the Clause A Distribution or Clause B Distribution shall be deemed not to be "outstanding immediately prior to the open of business on such Ex--Dividend Date or Effective Date" within the meaning of Section 1144..0044((a)) or "outstanding immediately prior to the open of business on such Ex--Dividend Date" within the meaning of Section 1144..0044((b))..

⁸⁸⁷⁷

((d)) If any cash dividend or distribution is made to all or substantially all holders of the Ordinary Shares,, the Conversion Rate shall be adjusted based on the following formula::

$$\text{CR}^\cdot = \text{CR}_0 \times \frac{\text{SP}_0}{\text{SP}_0 - \text{C}}$$

where,,

CR⁰⁰ = the Conversion Rate in effect immediately prior to the open of business on the Ex--Dividend Date for such dividend or distribution;;
CR'' = the Conversion Rate in effect immediately after the open of business on the Ex--Dividend Date for such dividend or distribution;;
SP⁰⁰ = the Last Reported Sale Price of the Ordinary Shares on the Trading Day immediately preceding the Ex--Dividend Date for such dividend or distribution;; and
C = the amount in cash per share the Company distributes to all or substantially all holders of Ordinary Shares..

Any increase pursuant to this Section 1144..0044((d)) shall become effective immediately after the open of business on the Ex--Dividend Date for such dividend or distribution.. If such dividend or distribution is not so paid,, the Conversion Rate shall be decreased,, effective as of the date the Board of Directors determines not to make or pay such dividend or distribution,, to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.. Notwithstanding the foregoing,, if "C" ((as defined above)) is equal to or greater than "SP00" ((as defined above)),, in lieu of the foregoing increase,, each Holder of a Note shall receive,, for each \$\$11,,000000 principal amount of its Notes,, at the same time and upon the same terms as holders of Ordinary Shares,, the amount of cash that such Holder would have received if such Holder owned a number of Ordinary Shares equal to the Conversion Rate on the Ex--Dividend Date for such cash dividend or distribution..

((e)) If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for Ordinary Shares,, to the extent that the cash and value of any other consideration included in the payment per Ordinary Share exceeds the average of the Last Reported Sale Prices of the Ordinary Shares over the 1100 consecutive Trading Day period commencing on,, and including,, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer,, the Conversion Rate shall be increased based on the following formula::

$$\mathbf{CR'=CR_0} \times \frac{\mathbf{AC} + \mathbf{(SP'\times OS')}}{\mathbf{OS_0} \times \mathbf{SP'}}$$

where,,

$$^{8}$$

<-- PDF CHUNK SEPARATOR -->

CR⁰⁰ = the Conversion Rate in effect immediately prior to the close of business on the 1100th Trading Day immediately following,, and including,, the Trading Day next succeeding the date such tender or exchange offer expires;;
CR'' = the Conversion Rate in effect immediately after the close of business on the 1100th Trading Day immediately following,, and including,, the Trading Day next succeeding the date such tender or exchange offer expires;;
AC = the aggregate value of all cash and any other consideration ((as determined by the Board of Directors)) paid or payable for Ordinary Shares purchased in such tender or exchange offer;;
OS⁰⁰ = the number of Ordinary Shares outstanding immediately prior to the date such tender or exchange offer expires ((prior to giving effect to the purchase of all Ordinary Shares accepted for purchase or exchange in such tender or exchange offer));;
OS'' = the number of Ordinary Shares outstanding immediately after the date such tender or exchange offer expires ((after giving effect to the purchase of all Ordinary Shares accepted for purchase or exchange in such tender or exchange offer));; and
SP'' = the average of the Last Reported Sale Prices of the Ordinary Shares over the 1100 consecutive Trading Day period commencing on,, and including,, the Trading Day next succeeding the date such tender or exchange offer expires..

The increase to the Conversion Rate under this Section 1144..0044((e)) shall occur at the close of business on the 1100th Trading Day immediately following,, and including,, the Trading Day next succeeding the date such tender or exchange offer expires;; provided that ((x)) in respect of any conversion of Notes for which Physical Settlement is applicable,, if the relevant Conversion Date occurs during the 1100 Trading Days immediately following,, and including,, the Trading Day next succeeding the expiration date of any tender or exchange offer,, references to "1100" or "1100th" in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from,, and including,, the Trading Day next succeeding the date that such tender or exchange offer expires and such Conversion Date in determining the Conversion Rate and ((y)) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable,, for any Trading Day that falls within the relevant Observation Period for such conversion and within the 1100 Trading Days immediately following,, and including,, the Trading Day next succeeding the expiration date of any tender or exchange offer,, references to "1100" or "1100th" in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from,, and including,, the Trading Day next succeeding the expiration date of such tender or exchange offer to,, and including,, such Trading Day in determining the Conversion Rate as of such Trading Day..

((f)) Notwithstanding this Section 1144..0044 or any other provision of this Indenture or the Notes,, if:: ((11)) a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex--Dividend Date as described in this Section 1144..0044;; ((22)) a Note is to be converted for which Physical Settlement or Combination Settlement applies;; ((33)) the Conversion Date for such conversion ((in the case of Physical Settlement)) or any VWAP Trading Day in the Observation Period for such conversion ((in the case of Combination Settlement)) occurs on or after such Ex--Dividend Date and on or before the related Record Date;; ((44)) the consideration due upon such conversion ((in the case of Physical Settlement)) or due with respect to such VWAP Trading Day ((in the case of Combination Settlement)) includes any whole Ordinary Shares based on a Conversion Rate that is ((or,, in the case of Physical Settlement,, if not for this paragraph,, would have been)) adjusted for such dividend or distribution;; and ((55)) such Ordinary Shares would be entitled to participate in such dividend or distribution,, then,, notwithstanding anything to the contrary,, ((x)) in the case of Physical Settlement,, the Conversion Rate adjustment relating to such Ex--Dividend Date shall not be made for such conversion,, and,, instead,, the Ordinary Shares issuable upon such conversion based on such unadjusted Conversion Rate shall be entitled to participate in such dividend or distribution;; and ((y)) in the case of Combination Settlement,, the Conversion Rate adjustment relating to such Ex--Dividend Date shall be made for such conversion in respect of such VWAP Trading Day,, but the Ordinary Shares issuable with respect to such VWAP Trading Day based on such adjusted Conversion Rate shall not be entitled to participate in such dividend or distribution..

((g)) Except as stated herein,, the Company shall not adjust the Conversion Rate for the issuance of Ordinary Shares or any securities convertible into or exchangeable for Ordinary Shares or the right to purchase Ordinary Shares or such convertible or exchangeable securities..

((h)) In addition to those adjustments required by clauses ((a)),, ((b)),, ((c)),, ((d)) and ((e)) of this Section 1144..0044,, and to the extent permitted by applicable law and subject to applicable stock exchange listing standards,, the Company from time to time may increase the Conversion Rate by any amount for a period of at least 2200 Business Days if the Board of Directors determines that such increase would be in the Company's best interest.. In addition,, to the extent permitted by applicable law and subject to applicable stock exchange listing standards,, the Company may ((but is not required to)) increase the Conversion Rate to avoid or diminish any income tax to holders of Ordinary Shares or ights to purchase Ordinary Shares in connection with a dividend or distribution of Ordinary Shares ((or rights to acquire Ordinary Shares)) or similar event.. Whenever the Conversion Rate is increased pursuant to either of the preceding two sentences,, the Company shall deliver to the Holder of each Note a notice of the increase at least 1155 days prior to the date the increased Conversion Rate takes effect,, and such notice shall state the increased Conversion Rate and the period during which it will be in effect..

((i)) Notwithstanding anything to the contrary in this Article 1144,, the Conversion Rate shall not be adjusted::

((i)) except as described above,, the sale of Ordinary Shares for a purchase price that is less than the market price per share of the Ordinary Shares or less than the Conversion Price;;

((ii)) upon the issuance of any Ordinary Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's securities and the investment of additional optional amounts in Ordinary Shares under any plan;;

((iii)) upon the issuance of any Ordinary Shares or options or rights to purchase those Ordinary Shares pursuant to any present or future employee,, director or consultant benefit plan or program of or assumed by the Company or any of the Company's Subsidiaries;;

((iv)) upon the issuance of any Ordinary Shares pursuant to any option,, warrant,, right or exercisable,, exchangeable or convertible security not described in clause ((iii)) of this subsection and outstanding as of the date the Notes were first issued;;

((v)) upon the repurchase of any Ordinary Shares pursuant to an open--market share repurchase program or other buy--back transaction that is not a tender offer or exchange offer of the nature described under Section 1144..0044((e))..

((vi)) solely for a change in the nominal ((par)) value of the Ordinary Shares;; or

((vii)) for accrued and unpaid Special Interest,, if any..

((j)) All calculations and other determinations under this Article 1144 shall be made by the Company and shall be made to the nearest one--ten thousandth ((11//1100,,000000th)) of an Ordinary Share..

((k)) Whenever the Conversion Rate is adjusted as herein provided,, the Company shall promptly file with the Trustee ((and the Conversion Agent if not the Trustee)) an Officers' Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment.. Unless and until a Responsible Officer of the Trustee shall have received such Officers' Certificate,, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect.. Promptly after delivery of such certificate,, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall deliver such notice of such adjustment of the Conversion Rate to each Holder.. Failure to deliver such notice shall not affect the legality or validity of any such adjustment..

((l)) For purposes of this Section 1144..0044,, the number of Ordinary Shares at any time outstanding shall not include Ordinary Shares held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on Ordinary Shares held in the treasury of the Company,, but shall include Ordinary Shares issuable in respect of scrip certificates issued in lieu of fractions of Ordinary Shares..

Section 1144..0055.. Adjustments of Prices.. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices,, the Daily VWAPs,, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days ((including,, without limitation,, an Observation Period and the period,, if any,, for determining the Share Price for purposes of a Make--Whole Fundamental Change or a Redemption Notice)),, the Company shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective,, or any event requiring an adjustment to the Conversion Rate where the Ex--Dividend Date,, Effective Date or expiration date,, as the case may be,, of the event occurs,, at any time during the period when the Last Reported Sale Prices,, the Daily VWAPs,, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated..

Section 1144..0066.. Shares to Be Fully Paid.. The Company shall provide,, free from preemptive rights,, out of its authorized but unissued shares or shares held in treasury,, sufficient Ordinary Shares to provide for conversion of the Notes from time to time as such Notes are presented for conversion ((assuming delivery of the maximum number of Additional Shares pursuant to Section 1144..0033 and that at the time of computation of such number of shares,, all such Notes would be converted by a single Holder and that Physical Settlement were applicable))..

Section 1144..0077.. Effect of Recapitalizations,, Reclassifications and Changes of the Ordinary Shares..

((a)) In the case of::

((i)) any recapitalization,, reclassification or change of the Ordinary Shares ((other than changes only in nominal ((par)) value or from nominal ((par)) value to no nominal ((par)) value and vice versa or changes resulting from a subdivision or combination)),,

((ii)) any consolidation,, merger or combination involving the Company,,
((iii)) any sale,, lease or other transfer to a third party of the consolidated assets of the Company and the Company's Subsidiaries substantially as an entirety;;
((iv)) any statutory scheme of arrangement;; or
((v)) any statutory share exchange,,

in each case,, as a result of which the Ordinary Shares would be converted into,, or exchanged for,, stock,, other securities,, other property or assets ((including cash or any combination thereof)) ((any such event,, a "Merger Event")),, then,, at and after the effective time of such Merger Event,, the right to convert each \$\$11,,000000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock,, other securities or other property or assets ((including cash or any combination thereof)) that a holder of a number of Ordinary Shares equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive ((the "Reference Property,," with each "unit of Reference Property" meaning the kind and amount of Reference Property that a holder of one Ordinary Share is entitled to receive)) upon such Merger Event and,, prior to or at the effective time of such Merger Event,, the Company or the successor or purchasing Person,, as the case may be,, shall execute with the Trustee a supplemental indenture permitted under Section 1100..0011((j)) providing for such change in the right to convert each \$\$11,,000000 principal amount of Notes;; provided,, however,, that at and after the effective time of the Merger Event ((A)) the Company shall continue to have the right to determine the form of consideration to be paid or delivered,, as the case may be,, upon conversion of Notes in accordance with Section 1144..0022 and ((B)) ((I)) any amount payable in cash upon conversion of the Notes in accordance with Section 1144..0022 shall continue to be payable in cash,, ((II)) any Ordinary Shares that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 1144..0022 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Ordinary Shares would have been entitled to receive in such Merger Event and ((III)) the Daily VWAP shall be calculated based on the value of a unit of Reference Property..

If the Merger Event causes the Ordinary Shares to be converted into,, or exchanged for,, the right to receive more than a single type of consideration ((determined based in part upon any form of shareholder election)),, then ((i)) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Ordinary Shares,, and ((ii)) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause ((i)) attributable to one Ordinary Share.. If the holders of the Ordinary Shares receive only cash in such Merger Event,, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event ((A)) the consideration due upon conversion of each \$\$11,,000000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date ((as may be increased by any Additional Shares pursuant to Section 1144..0033)),, multiplied by the price paid per Ordinary Share in such Merger Event and ((B)) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on or before the tenth Business Day immediately following the relevant Conversion Date.. The Company shall notify Holders,, the Trustee and the Conversion Agent ((if other than the Trustee)) in writing of such weighted average as soon as practicable after such determination is made..

Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti--dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 1144.. If,, in the case of any Merger Event,, the Reference Property includes shares of stock,, securities or other property or assets ((including cash or any combination thereof)) of a Person other than the successor or purchasing corporation,, as the case may be,, in such Merger Event,, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company shall reasonably consider necessary by reason of the foregoing,, including the provisions providing for the purchase rights set forth in Article 1155..

((b)) When the Company executes a supplemental indenture pursuant to subsection ((a)) of this Section 1144..0077,, the Company shall promptly file with the Trustee an Officers' Certificate briefly stating the reasons therefor,, the kind or amount of cash,, securities or property or asset that will comprise a unit of Reference Property after any such Merger Event,, any adjustment to be made with respect thereto and that all conditions precedent have been complied with,, and shall promptly deliver notice thereof to all Holders.. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 2200 days after execution thereof.. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture..

((c)) The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 1144..0077.. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash,, Ordinary Shares or a combination of cash and Ordinary Shares,, as applicable,, as set forth in Section 1144..0011 and Section 1144..0022 prior to the effective date of such Merger Event..

((d)) The above provisions of this Section shall similarly apply to successive Merger Events..

Section 1144..0088.. Certain Covenants.. Article 2244 The Company covenants that all Ordinary Shares issued upon conversion of Notes will be fully paid and non--assessable by the Company and free from all taxes,, liens and charges with respect to the issue thereof..

((b)) The Company covenants that,, if any Ordinary Shares to be provided for the purpose of conversion of Notes hereunder require registration with or approval of any governmental authority under any Israeli law before such Ordinary Shares may be validly issued upon conversion,, the Company will,, to the extent then permitted by the rules and interpretations of the Commission,, secure such registration or approval,, as the case may be..

((c)) The Company further covenants that if at any time the Ordinary Shares shall be listed on any national securities exchange or automated quotation system the Company will list and keep listed,, so long as the Ordinary Shares shall be so listed on such exchange or automated quotation system,, any Ordinary Shares issuable upon conversion of the Notes..

Section 1144..0099.. Responsibility of Trustee.. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate ((or any adjustment thereto)) or whether any facts exist that may require any adjustment ((including any increase)) of the Conversion Rate,, or with respect to the nature or extent or calculation of any such adjustment when made,, or with respect to the method employed,, or herein or in any supplemental indenture provided to be employed,, in making the same.. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value ((or the kind or amount)) of any Ordinary Shares,, or of any securities,, property or cash that may at any time be issued or delivered upon the conversion of any Note;; and the Trustee and any other Conversion Agent make no representations with respect thereto.. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue,, transfer or deliver any Ordinary Shares or share certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties,, responsibilities or covenants of the Company contained in this Article.. Without limiting the generality of the foregoing,, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 1144..0077 relating either to the kind or amount of shares of stock or securities or property ((including cash)) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 1144..0077 or to any adjustment to be made with respect thereto,, but,, subject to the provisions of Section 77..0011,, may accept ((without any independent investigation)) as conclusive evidence of the correctness of any such provisions,, and shall be protected in relying upon,, the Officers' Certificate ((which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture)) with respect thereto.. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 1144..0011((b)) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 1144..0011((b)) with respect to the commencement or termination of such conversion rights,, on which notices the Trustee and the Conversion Agent may conclusively rely,, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 1144..0011((b)).. Neither the Trustee nor the Conversion Agent shall have any responsibility or liability for an act or omission of any designated financial institution described in Section 1144..1122..

Section 1144..1100.. Notice to Holders Prior to Certain Actions.. In case of any::

((a)) action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 1144..0044 or Section 1144..1111;;

((b)) Merger Event ((other than with respect to any Merger Event pursuant to which the Company is required to provide notice pursuant to Section 1144..0011((b))((iii)),, in which case the notice shall be given pursuant to such Section));; or

((c)) voluntary or involuntary dissolution,, liquidation or winding--up of the Company or any of its Subsidiaries;;

then,, in each case ((unless notice of such event is otherwise required pursuant to another provision of this Indenture)),, the Company shall cause to be filed with the Trustee and the Conversion Agent ((if other than the Trustee)) and to be delivered to each Holder,, as promptly as possible but in any event at least 2200 days prior to the applicable date hereinafter specified,, a notice stating ((i)) the date on which a record is to be taken for the purpose of such action by the Company or one of its Subsidiaries or,, if a record is not to be taken,, the date as of which the holders of record of Ordinary Shares are to be determined for the purposes of such action by the Company or one of its Subsidiaries,, or ((ii)) the date on which such Merger Event,, dissolution,, liquidation or winding- up is expected to become effective or occur,, and the date as of which it is expected that holders of record of Ordinary Shares shall be entitled to exchange their Ordinary Shares for securities or other property deliverable upon such Merger Event,, dissolution,, liquidation or winding--up.. Failure to give such notice,, or any defect therein,, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries,, Merger Event,, dissolution,, liquidation or winding--up..

9955

Section 1144..1111.. Shareholder Rights Plans.. If the Company has a shareholder rights plan in effect upon conversion of the Notes,, each Ordinary Share,, if any,, issued upon such conversion shall be entitled to receive the appropriate number of rights,, if any,, and the certificates representing the Ordinary Shares issued upon such conversion shall bear such legends,, if any,, in each case as may be provided by the terms of any such shareholder rights plan,, as the same may be amended from time to time.. However,, if,, prior to any conversion of Notes,, the rights have separated from the Ordinary Shares in accordance with the provisions of the applicable shareholder rights plan,, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Ordinary Shares Distributed Property as provided in Section 1144..0044((c)),, subject to readjustment in the event of the expiration,, termination or redemption of such rights..

Section 1144..1122.. Exchange in Lieu of Conversion..

((a)) When a Holder surrenders Notes for conversion,, the Company may,, at its election,, direct the Conversion Agent to surrender,, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period ((or,, if the Company has elected Physical Settlement,, on or prior to the Business Day immediately following the relevant Conversion Date)),, such Notes to a financial institution designated by the Company for exchange in lieu of conversion ((each,, an "Exchange in Lieu of Conversion")).. In order to accept any Notes surrendered for conversion,, the designated financial institution must agree to pay and//or deliver,, as the case may be,, in exchange for such Notes,, all of the cash,, Ordinary Shares or a combination thereof due upon conversion,, all in accordance with Section 1144..0022.. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period ((or,, if the Company has elected Physical Settlement,, by the close of business on the Business Day immediately following the relevant Conversion Date)),, the Company shall notify the Holder surrendering Notes for conversion that the Company has directed the designated financial institution to make an Exchange in Lieu of Conversion..

((b)) If the designated financial institution accepts any such Notes,, it will pay and//or deliver,, as the case may be,, the cash,, Ordinary Shares or a combination thereof due upon conversion to the Conversion Agent,, and the Conversion Agent will pay and//or deliver such cash and//or Ordinary Shares to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period ((or,, if the Company has elected Physical Settlement,, on the second Business Day immediately following the relevant Conversion Date)).. Any Notes exchanged by the designated institution will remain outstanding.. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and//or deliver the related cash,, Ordinary Shares or a combination thereof,, as the case may be,, or if such designated financial institution does not accept the Notes for exchange,, the Company shall convert the Notes and pay and//or deliver,, as the case may be,, the cash,, Ordinary Shares or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period ((or,, if the Company has elected Physical Settlement,, on the second Business Day immediately following the relevant Conversion Date)) in accordance with Section 1144..0022..

((c)) The Company's designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes ((unless the financial institution has separately made an agreement with the Company)).. The Company may,, but shall not be obligated to,, enter into a separate agreement with any designated financial institution that would compensate the Company for any such transaction..

ARTICLE 1155

REPURCHASE OF NOTES AT OPTION OF HOLDERS

Section 1155..0011.. [Intentionally Omitted]..

Section 1155..0022.. Repurchase at Option of Holders Upon a Fundamental Change.. Article 2255 If a Fundamental Change occurs at any time prior to the Maturity Date,, each Holder shall have the right,, at such Holder's option,, to require the Company to repurchase for cash all of such Holder's Notes,, or any portion of the principal thereof that is equal to \$\$11,,000000 or an integral multiple of \$\$11,,000000 in excess thereof,, on the date ((the "Fundamental Change Repurchase Date")) specified by the Company that is not less than 2200 calendar days or more than 3355 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 110000%% of the principal amount thereof,, plus any accrued and unpaid Special Interest thereon to,, but excluding,, the Fundamental Change Repurchase Date ((the "Fundamental Change Repurchase Price")),, unless the Fundamental Change Repurchase Date falls after a Special Interest Record Date but on or prior to the Special Interest Payment Date to which such Special Interest Record Date relates,, in which case the Company shall instead pay the full amount of any accrued and unpaid Special Interest,, if any,, to Holders of record as of such Special Interest Record Date,, and the Fundamental Change Repurchase Price shall be equal to 110000%% of the principal amount of Notes to be repurchased pursuant to this Article 1155..

((b)) Repurchases of Notes under this Section 1155..0022 shall be made,, at the option of the Holder thereof,, upon::

((i)) delivery to the Paying Agent by a Holder of a duly completed notice ((the "Fundamental Change Repurchase Notice")) in the form set forth in Attachment 22 to the Form of Note attached hereto as Exhibit A,, if the Notes are Physical Notes,, or in compliance with the Depositary's procedures for surrendering interests in Global Notes,, if the Notes are Global Notes,, in each case on or before the close of business on the second Scheduled Trading Day immediately preceding the Fundamental Change Repurchase Date;; and

((ii)) delivery of the Notes,, if the Notes are Physical Notes,, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice ((together with all necessary endorsements for transfer)) at the Corporate Trust Office of the Paying Agent,, or book--entry transfer of the Notes,, if the Notes are Global Notes,, in compliance with the procedures of the Depositary,, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor..

The Fundamental Change Repurchase Notice in respect of any Notes to be repurchased shall state::

((i)) in the case of Physical Notes,, the certificate numbers of the Notes to be delivered for repurchase;;
((ii)) the portion of the principal amount of Notes to be repurchased,, which must be \$\$11,,000000 or an integral multiple of \$\$11,,000000 in excess thereof;; and
((iii)) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture;;

provided,, however,, that if the Notes are Global Notes,, to exercise the repurchase right in connection with a Fundamental Change,, Holders must surrender their Notes and otherwise comply with appropriate Depositary procedures..

Notwithstanding anything herein to the contrary,, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 1155..0022 shall have the right to withdraw,, in whole or in part,, such Fundamental Change Repurchase Notice at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 1155..0033..

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof..

((c)) On or before the 2200th calendar day after the occurrence of the effective date of a Fundamental Change,, the Company shall provide to all Holders of Notes and the Trustee,, Conversion Agent and the Paying Agent ((in the case of a Paying Agent other than the Trustee)) a written notice ((the "Fundamental Change Company Notice")) of the occurrence of the effective date of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof.. In the case of Physical Notes,, such notice shall be by first class mail or,, in the case of Global Notes,, such notice shall be delivered in accordance with the applicable procedures of the Depositary.. Each Fundamental Change Company Notice shall specify::

((i)) the events causing the Fundamental Change;;
((ii)) the effective date of the Fundamental Change;;
((iii)) the last date on which a Holder may exercise the repurchase right pursuant to this Article 1155;;
((iv)) the Fundamental Change Repurchase Price;;
((v)) the Fundamental Change Repurchase Date;;
((vi)) the name and address of the Paying Agent and the Conversion Agent,, if applicable;;
((vii)) if applicable,, the Conversion Rate and any adjustments to the Conversion Rate as a result of such Fundamental Change;;

((viii)) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder validly withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture;; and

((ix)) the procedures that Holders must follow to require the Company to repurchase their Notes..

No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 1155..0022..

At the Company's request,, the Trustee shall give such notice in the Company's name and at the Company's expense;; provided,, however,, that,, in all cases,, the text of such Fundamental Change Company Notice shall be prepared by the Company..

((d)) Notwithstanding the foregoing,, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated,, and such acceleration has not been rescinded,, on or prior to such date ((except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes)).. The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes ((except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes)),, or any instructions for book--entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled,, and,, upon such return or cancellation,, as the case may be,, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn..

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((e)) Notwithstanding anything to the contrary in this Indenture,, the Company shall be deemed to satisfy its obligations to repurchase Notes upon a Fundamental Change pursuant to this Article 1155 if one or more third parties conduct the repurchase offer and repurchase Notes surrendered for repurchase in a manner that would have satisfied the Company's obligations to do the same if conducted directly by the Company..

((f)) Notwithstanding anything to the contrary in this Indenture,, the Company shall not be required to send a Fundamental Change Company Notice,, or offer to repurchase or repurchase any Notes pursuant to this Article 1155,, in connection with a Fundamental Change occurring pursuant to clause ((b))((A)) or ((b))((B)) ((or pursuant to clause ((a)) that also constitutes a Fundamental Change pursuant to clause ((b))((A)) or ((b))((B)))) of the definition thereof,, if::

((i)) such Fundamental Change constitutes a Merger Event for which the resulting Reference Property consists entirely of cash in U..S.. dollars;;

((ii)) immediately after such Fundamental Change,, the Notes become convertible ((pursuant to the provisions described in Section 1144..0077 and,, if applicable,, Section 1144..0033)) into consideration that consists solely of U..S.. dollars in an amount per \$\$11,,000000 principal amount of Notes that equals or exceeds the Fundamental Change Repurchase Price per \$\$11,,000000 principal amount of Notes ((calculated assuming that such Fundamental Change Repurchase Price includes accrued and unpaid Special Interest,, if any,, to but excluding the latest possible Fundamental Change Repurchase Date for such Fundamental Change));; and

((iii)) the Company timely sends the notice relating to such Fundamental Change required pursuant to Section 1144..0011((b))((iii))..

Section 1155..0033.. Withdrawal of Fundamental Change Repurchase Notice.. Article 2266 A Fundamental Change Repurchase Notice may be withdrawn ((in whole or in part)) by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent in accordance with this Section 1155..0033 at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Fundamental Change Repurchase Date,, specifying::

((i)) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted,, which principal amount must be \$\$11,,000000 or an integral multiple of \$\$11,,000000 in excess thereof,,

((ii)) in the case of Physical Notes,, the certificate number of the Note in respect of which such notice of withdrawal is being submitted,, and

((iii)) the principal amount,, if any,, of such Note that remains subject to the original Fundamental Change Repurchase Notice,, which portion must be in principal amounts of \$\$11,,000000 or an integral multiple of \$\$11,,000000 in excess thereof;;

provided,, however,, that if the Notes are Global Notes,, the notice must comply with appropriate procedures of the Depositary..

Section 1155..0044.. Deposit of Fundamental Change Repurchase Price.. Article 2277 The Company will deposit with the Trustee ((or other Paying Agent appointed by the Company,, or if the Company is acting as its own Paying Agent,, set aside,, segregate and hold in trust as provided in Section 44..0044)) on or prior to 1111::0000 a..m..,, New York City time,, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price.. Subject to receipt of funds and//or Notes by the Trustee ((or other Paying Agent appointed by the Company)),, payment for Notes surrendered for repurchase ((and not withdrawn prior to the close of business on the second Scheduled Trading Day immediately preceding the Fundamental Change Repurchase Date)) will be made on the later of ((i)) the Fundamental Change Repurchase Date ((provided the Holder has satisfied the conditions in Section 1155..0022)) and ((ii)) the time of book--entry transfer or the delivery of such Note to the Trustee ((or other Paying Agent appointed by the Company)) by the Holder thereof in the manner required by Section 1155..0022 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register;; provided,, however,, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee.. The Trustee shall,, promptly after such payment and upon written demand by the Company,, return to the Company any funds in excess of the Fundamental Change Repurchase Price..

((b)) If by 1111::0000 a..m.. New York City time,, on the Fundamental Change Repurchase Date,, the Trustee ((or other Paying Agent appointed by the Company)) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date,, then,, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn,, Article 2288 such Notes will cease to be outstanding,, Article 2299 Special Interest,, if and to the extent that any such accrued and unpaid Special Interest exists as of such date,, will cease to accrue on such Notes ((whether or not book--entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent)) and Article 3300 all other rights of the Holders of such Notes will terminate ((other than the right to receive the Fundamental Change Repurchase Price and,, if applicable,, accrued and unpaid Special Interest))..

((c)) Upon surrender of a Note that is to be repurchased in part pursuant to Section 1155..0022,, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Note surrendered..

Section 1155..0055.. Covenant to Comply with Applicable Laws Upon Repurchase of Notes.. In connection with any repurchase offer,, the Company will,, if required::

((a)) comply with the provisions of Rule 1133e--44,, Rule 1144e--11 and any other tender offer rules under the Exchange Act;;
((b)) file a Schedule TO or any other required schedule under the Exchange Act;; and
((c)) otherwise comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes;;

in each case,, so as to permit the rights and obligations under this Article 1155 to be exercised in the time and in the manner specified in this Article 1155.. To the extent that the provisions of any applicable securities laws or regulations adopted subsequent to September 22,, 22002255 conflict with the provisions of this Indenture relating to the Company's obligations to purchase the Notes upon a Fundamental Change,, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under such provisions of this Indenture by virtue of such conflict..

ARTICLE 1166 REDEMPTION FOR CHANGES IN TAX LAW

Section 1166..0011.. Optional Redemption for Changes in the Tax Laws of the Relevant Taxing Jurisdiction..

((a)) Other than as described in this Article 1166 in the case of a Tax Redemption or in Article 1177 in the case of an Optional Redemption,, the Notes may not be redeemed by the Company at its option prior to the Maturity Date and no sinking fund is provided for the Notes.. The Company may redeem the Notes for cash,, in whole but not in part ((except in respect of Holders that elect otherwise as described below)),, at the Company's option ((a "Tax Redemption")),, at the Redemption Price ((including,, for the avoidance of doubt,, any Additional Amounts with respect to such Redemption Price)),, if,, on the next date on which any amount would be payable in respect of the Notes,, the Company would be required to pay any Additional Amounts,, and the Company cannot avoid any such payment obligation by taking reasonable measures available to the Company ((provided that listing the Notes on a recognized stock exchange for purposes of Sections 99((1155D)) and 9977((B22)) of the Israeli Income Tax Ordinance is,, and changing the Company's jurisdiction is not,, a reasonable measure for purposes of this Section 1166..0011((a)))) as a result of::

((i)) any amendment to,, or change in,, the laws,, tax treaties,, or any regulations,, protocols or rulings promulgated thereunder of a Relevant Taxing Jurisdiction that is formally announced and becomes effective,, in each case,, after September 22,, 22002255 ((or,, if the applicable Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after September 22,, 22002255,, such later date));; or

((ii)) any amendment to,, or change in,, an official interpretation or application regarding such laws,, tax treaties,, regulations,, protocols or rulings,, including by virtue of a holding,, judgment or order by a court of competent jurisdiction or a change in administrative practice that is formally announced and becomes effective,, in each case,, after September 22,, 22002255 ((or,, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after September 22,, 22002255,, such later date)) ((any such amendment or change described in clauses ((i)) or ((ii)),, a "Change in Tax Law"));;

and,, in case of either clause ((i)) or ((ii)),, the Company delivers to the Trustee an Opinion of Counsel that is of outside legal counsel of recognized standing in the Relevant Taxing Jurisdiction regarding such Change in Tax Law and an Officer's Certificate attesting to an obligation to pay Additional Amounts and that the obligation to pay Additional Amounts could not be avoided by taking reasonable measures available to the Company.. The Trustee will accept such Officer's Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above,, in which event it will be conclusive and binding on the Holders absent fraud or manifest error.. Substantially contemporaneously,, the Company will issue a press release through such national newswire service as the Company then uses ((or publish the same through such other widely disseminated public medium as the Company then uses,, including its website)) containing the information set forth in the Tax Redemption Notice..

Section 1166..0022.. Notice of Tax Redemption..

((a)) In case the Company exercises its Tax Redemption right pursuant to Section 1166..0011,, it shall fix a date for Tax Redemption ((each,, a "Tax Redemption Date")) and it or,, at its written request,, the Trustee,, in the name of and at the expense of the Company,, shall deliver or cause to be delivered a written notice of such Tax Redemption ((a "Notice of Tax Redemption")) not less than 5500 nor more than 6655 Scheduled Trading Days prior to the Tax Redemption Date to each Holder of Notes ((the date such notice is delivered,, the "Tax Redemption Notice Date"));; provided,, however,, that,, if the Company shall give such notice,, it shall also give written notice of the Tax Redemption Date to the Trustee,, the Conversion Agent ((if other than the Trustee)) and the Paying Agent.. The Company will make a good faith effort to provide the final form of the Notice of Tax Redemption to the Trustee at least five Scheduled Trading Days prior to the Tax Redemption Notice Date ((or such shorter period of time as may be acceptable to the Trustee)).. The Tax Redemption Date must be a Business Day,, and the Company shall not specify a Tax Redemption Date that falls after the 4400th Scheduled Trading Day immediately preceding the Maturity Date.. Substantially contemporaneously with providing a Notice of Tax Redemption,, the Company shall issue a press release through such national newswire service as the Company then uses ((or publish the same through such other widely disseminated public medium as the Company then uses,, including its website)) containing the information set forth in the Notice of Tax Redemption..

((b)) Notwithstanding anything to the contrary in this Indenture,, the Company will not give any such Notice of Tax Redemption earlier than 9900 days prior to the earliest date on which the Company would be obligated to pay Additional Amounts,, and,, at the time such Notice of Tax Redemption is given,, the obligation to pay Additional Amounts must remain in effect..

((c)) The Notice of Tax Redemption,, if delivered in the manner herein provided,, shall be conclusively presumed to have been duly given,, whether or not the Holder receives such notice.. In any case,, failure to give such Notice of Tax Redemption in the manner herein provided or any defect in the Notice of Tax Redemption to the Holder of any Note designated for Tax Redemption shall not affect the validity of the proceedings for the Tax Redemption of any other Note..

((d)) Each Notice of Tax Redemption shall specify::
- ((i)) the Tax Redemption Date;;
- ((ii)) the Redemption Price;;
- ((iii)) the place or places where such Notes are to be surrendered for payment of the Redemption Price;;

((iv)) that on the Tax Redemption Date,, the Redemption Price will become due and payable upon each Note to be redeemed,, and that the Special Interest thereon,, if any,, shall cease to accrue on and after the Tax Redemption Date;;

((v)) that Holders may surrender all or any portion of their Notes for conversion at any time on or after the Tax Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date or,, if the Company fails to pay the Redemption Price,, such later date on which the Company pays the Redemption Price;;

((vi)) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount,, if applicable,, applicable to any conversion of Notes occurring at any time on or after the Tax Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date;;

((vii)) that Holders have the right to elect not to have their Notes redeemed by delivering to the Trustee written notice to that effect not later than the 1155th Business Day prior to the Tax Redemption Date;;

((viii)) that Holders who wish to elect not to have their Notes redeemed must satisfy the requirements set forth in this Indenture;;

((ix)) that,, on and after the Tax Redemption Date,, Holders who elect not to have their Notes redeemed will not receive any Additional Amounts on any payments with respect to such Notes ((whether upon conversion,, repurchase,, maturity or otherwise)) solely as a result of such Change in Tax Law that resulted in the obligation to pay such Additional Amounts ((for the avoidance of doubt,, excluding any obligation to pay Additional Amounts,, if any,, that existed prior to such Change in Tax Law for which the Company will continue to pay Additional Amounts)),, and all subsequent payments with respect to the Notes will be subject to any tax required to be withheld or deducted under the laws of the Relevant Taxing Jurisdiction,, provided that a Holder complying with the requirements for conversion described under Section 1144..0022 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date will be deemed to have validly delivered a notice of its election not to have its Notes redeemed,, and the Company,, will pay Additional Amounts,, if any are due,, with respect to such Holder's conversion of its Notes;;

((x)) the Conversion Rate ((including any Additional Shares added thereto for Holders that convert their at any time from,, and including,, the Tax Redemption Notice Date until the close of business on the second Scheduled Trading Day immediately preceding the related Tax Redemption Date ((or,, if the Company fails to pay the Redemption Price,, such later date on which the Company pays or duly provides for the Redemption Price))));; and

((xi)) the CUSIP,, ISIN or other similar numbers,, if any,, assigned to such Notes..

A Notice of Tax Redemption shall be irrevocable..

Section 1166..0033.. Payment of Notes Called for Tax Redemption.. Article 3311 If any Notice of Tax Redemption has been given in respect of the Notes in accordance with Section 1166..0022,, the Notes shall become due and payable on the Tax Redemption Date at the place or places stated in the Notice of Tax Redemption and at the applicable Redemption Price.. On presentation and surrender of the Notes at the place or places stated in the Notice of Tax Redemption,, the Notes shall be paid and redeemed by the Company at the applicable Redemption Price..

((b)) Prior to 1111::0000 a..m..,, New York City time,, on the Tax Redemption Date,, the Company shall deposit with the Paying Agent or,, if the Company or a Subsidiary of the Company is acting as the Paying Agent,, shall segregate and hold in trust as provided in Section 77..0055 an amount of cash in immediately available funds,, sufficient to pay the Redemption Price of all of the Notes to be redeemed on such Tax Redemption Date.. Subject to receipt of funds by the Paying Agent,, payment for the Notes to be redeemed shall be made on the Tax Redemption Date for such Notes.. The Paying Agent shall,, promptly after such payment and upon written demand by the Company,, return to the Company any funds in excess of the Redemption Price..

Section 1166..0044.. Holders' Right to Avoid Tax Redemption.. Notwithstanding anything to the contrary in this Article 1166,, if the Company has given a Notice of Tax Redemption as described in Section 1166..0022,, each Holder of Notes will have the right to elect that such Holder's Notes will not be subject to the Tax Redemption.. If a Holder elects that its Notes will not be subject to the Tax Redemption,, the Company will not be required to pay Additional Amounts with respect to payments made in respect of such Notes following the Tax Redemption Date solely as a result of such Change in Tax Law that resulted in the obligation to pay such Additional Amounts ((for the avoidance of doubt,, excluding any obligation to pay Additional Amounts,, if any,, that existed prior to such Change in Tax Law for which the Company will continue to pay Additional Amounts)),, and all subsequent payments in respect of such Notes will be subject to any tax required to be withheld or deducted under the laws of a Relevant Taxing Jurisdiction.. In addition,, the obligation to pay Additional Amounts to any electing Holder for payments made in periods prior to the Tax Redemption Date shall continue to apply,, subject to the exceptions set forth under Section 44..1100.. Subject to applicable procedures of DTC,, Holders must exercise their option to elect to avoid the Tax Redemption by written notice thereof to the Trustee no later than the 1155th Business Day prior to the Tax Redemption Date;; provided that a Holder complying with the requirements for conversion pursuant to Section 1144..0022 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date shall be deemed to have validly delivered a notice of its election not to have its Notes redeemed in the Tax Redemption.. If no election is made or deemed to have been made,, the Holder will have its Notes redeemed without any further action..

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Section 1166..0055.. Restrictions on Tax Redemption.. The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture,, and such acceleration has not been rescinded,, on or prior to the Tax Redemption Date ((except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes))..

ARTICLE 1177 OPTIONAL REDEMPTION

Section 1177..0011.. Optional Redemption On or After September 2200,, 22002288.. Except as set forth in Article 1166,, the Notes shall not be redeemable by the Company prior to September 2200,, 22002288,, and no sinking fund is provided for the Notes.. On or after September 2200,, 22002288,, the Company may redeem ((an "Optional Redemption")) for cash all or any portion of the Notes ((subject to the Partial Redemption Limitation)) at the Redemption Price,, at the Company's option,, if the Last Reported Sale Price of the Ordinary Shares has been at least 113300%% of the Conversion Price then in effect for at least 2200 Trading Days ((whether or not consecutive)) during any 3300 consecutive Trading Day period ((including the last Trading Day of such period)) ending on,, and including,, the Trading Day immediately preceding the date on which the Company provides the Notice of Optional Redemption to each Holder of the Notes ((an "Optional Redemption Notice Date")) in accordance with Section 1177..0022..

Section 1177..0022.. Notice of Optional Redemption;; Selection of Notes.. Article 3322 In case the Company exercises its Optional Redemption right pursuant to Section 1177..0011,, it shall fix a date for Optional Redemption ((each,, an "Optional Redemption Date")) and it or,, at its written request,, the Trustee,, in the name of and at the expense of the Company,, shall deliver or cause to be delivered a written notice of such Optional Redemption ((a "Notice of Optional Redemption")) not less than 5500 nor more than 6655 Scheduled Trading Days prior to the Optional Redemption Date to each Holder of Notes so to be redeemed as a whole or in part;; provided,, however,, that,, if the Company shall give such notice,, it shall also give written notice of the Optional Redemption Date to the Trustee,, the Conversion Agent ((if other than the Trustee)) and the Paying Agent.. The Company will make a good faith effort to provide the final form of the Notice of Optional Redemption to the Trustee at least five Scheduled Trading Days prior to the Optional Redemption Notice Date ((or such shorter period of time as may be acceptable to the Trustee)).. The Optional Redemption Date must be a Business Day,, and the Company shall not specify an Optional Redemption Date that falls after the 4400th Scheduled Trading Day immediately preceding the Maturity Date.. Substantially contemporaneously with providing a Notice of Optional Redemption,, the Company shall issue a press release through such national newswire service as the Company then uses ((or publish the same through such other widely disseminated public medium as the Company then uses,, including its website)) containing the information set forth in the Notice of Optional Redemption..

((b)) The Notice of Optional Redemption,, if delivered in the manner herein provided,, shall be conclusively presumed to have been duly given,, whether or not the Holder receives such notice.. In any case,, failure to give such Notice of Optional Redemption by mail or any defect in the Notice of Optional Redemption to the Holder of any Note designated for Optional Redemption as a whole or in part shall not affect the validity of the proceedings for the Optional Redemption of any other Note..

((c)) Each Notice of Optional Redemption shall specify::
- ((i)) the Optional Redemption Date;;
- ((ii)) the Redemption Price;;

((iii)) that on the Optional Redemption Date,, the Redemption Price will become due and payable upon each Note to be redeemed,, and that any Special Interest thereon,, if any,, shall cease to accrue on and after the Optional Redemption Date;;

((iv)) the place or places where such Notes are to be surrendered for payment of the Redemption Price;;

((v)) that Holders may surrender their Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Optional Redemption Date;;

((vi)) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount,, if applicable;;

((vii)) the Conversion Rate and,, if applicable,, the number of Additional Shares added to the Conversion Rate in accordance with Section 1144..0033;;

((viii)) the CUSIP,, ISIN or other similar numbers,, if any,, assigned to such Notes;; and

((ix)) in case any Note is to be redeemed in part only,, the portion of the principal amount thereof to be redeemed and on and after the Optional Redemption Date,, upon surrender of such Note,, a new Note in principal amount equal to the unredeemed portion thereof shall be issued..

A Notice of Optional Redemption shall be irrevocable..

((d)) If the Company elects to redeem fewer than all of the outstanding Notes pursuant to Section 1177..0011,, at least \$\$110000,,000000,,000000 aggregate principal amount of Notes must be outstanding and not subject to Optional Redemption pursuant to the relevant Notice of Optional Redemption as of the Optional Redemption Notice Date ((such requirement,, the "Partial Redemption Limitation")).. If the Company decides to redeem fewer than all of the outstanding Notes pursuant to Section 1177..0011,, the Notes to be redeemed will be selected according to the Depositary's applicable procedures,, in the case of Notes represented by a Global Note,, or,, in the case of Notes in certificated form,, the Trustee shall select,, in such manner as it shall deem appropriate and fair,, Notes to be redeemed in whole or in part.. If any Note selected for partial Optional Redemption is submitted for conversion in part after such selection,, the portion of the Note submitted for conversion shall be deemed ((so far as may be possible)) to be the portion selected for Optional Redemption.. If the Company elects to redeem fewer than all of the outstanding Notes,, Holders of the Notes not called for Optional Redemption will not be entitled to convert such Notes ((at an increased Conversion Rate for such Notes or otherwise)) on account of such Optional Redemption,, except in the limited circumstances set forth under Section 1144..0011((b))((v))..

Section 1177..0033.. Payment of Notes Called for Optional Redemption.. Article 3333 If any Notice of Optional Redemption has been given in respect of the Notes in accordance with Section 1177..0022,, the Notes shall become due and payable on the Optional Redemption Date at the place or places stated in the Notice of Optional Redemption and at the applicable Redemption Price.. On presentation and surrender of the Notes at the place or places stated in the Notice of Optional Redemption,, the Notes shall be paid and redeemed by the Company at the applicable Redemption Price..

((b)) Prior to 1111::0000 a..m..,, New York City time,, on the Optional Redemption Date,, the Company shall deposit with the Paying Agent or,, if the Company or a Subsidiary of the Company is acting as the Paying Agent,, shall segregate and hold in trust as provided in Section 77..0055 an amount of cash in immediately available funds,, sufficient to pay the Redemption Price of all of the Notes to be redeemed on such Optional Redemption Date.. Subject to receipt of funds by the Paying Agent,, payment for the Notes to be redeemed shall be made on the Optional Redemption Date for such Notes.. The Paying Agent shall,, promptly after such payment and upon written demand by the Company,, return to the Company any funds in excess of the Redemption Price..

Section 1177..0044.. Restrictions on Optional Redemption.. The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture,, and such acceleration has not been rescinded,, on or prior to the Optional Redemption Date ((except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes))..

ARTICLE 1188

MISCELLANEOUS PROVISIONS

Section 1188..0011.. Provisions Binding on Company's Successors.. All the covenants,, stipulations,, promises and agreements of the Company contained in this Indenture shall bind its successors and assigns whether so expressed or not..

Section 1188..0022.. Official Acts by Successor Corporation.. 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 like board,, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company..

Section 1188..0033.. Addresses for Notices,, Etc.. Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made,, for all purposes if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed ((until another address is filed by the Company with the Trustee)) to Nova Ltd..,, 55 David Fikes St..,, P..O.. Box 226666 Rehovot 77661100220011,, Israel,, Attention:: Chief Financial Officer.. Any notice,, direction,, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made,, for all purposes,, if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF format..

The Trustee,, by notice to the Company,, may designate additional or different addresses for subsequent notices or communications.. The Trustee,, by notice to the Company,, may designate additional or different addresses for subsequent notices or communications..

Any notice or communication delivered or to be delivered to a Holder of Physical Notes shall be mailed to it by first class mail,, postage prepaid,, at its address as it appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed.. Any notice or communication delivered or to be delivered to a Holder of Global Notes shall be delivered in accordance with the applicable procedures of the Depositary and shall be sufficiently given to it if so delivered within the time prescribed..

Failure to mail or deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.. If a notice or communication is mailed or delivered,, as the case may be,, in the manner provided above,, it is duly given,, whether or not the addressee receives it..

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders by mail,, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder..

Section 1188..0044.. Governing Law;; Jurisdiction.. THIS INDENTURE AND EACH NOTE,, AND ANY CLAIM,, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE,, SHALL BE GOVERNED BY,, AND CONSTRUED IN ACCORDANCE WITH,, THE LAWS OF THE STATE OF NEW YORK ((WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF))..

The Company irrevocably consents and agrees,, for the benefit of the Holders from time to time of the Notes and the Trustee,, that any legal action,, suit or proceeding against it with respect to obligations,, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan,, New York City,, New York and,, until amounts due and to become due in respect of the Notes have been paid,, hereby irrevocably consents and submits to the exclusive jurisdiction of each such court ((except for proceedings instituted in regard to the enforcement of a judgment of any such court,, as to which such jurisdiction is non- exclusive)) in personam,, generally and unconditionally with respect to any action,, suit or proceeding for itself in respect of its properties,, assets and revenues..

The Company irrevocably and unconditionally waives,, to the fullest extent permitted by law,, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions,, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan,, New York City,, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action,, suit or proceeding brought in any such court has been brought in an inconvenient forum..

Section 1188..0055.. Evidence of Compliance with Conditions Precedent;; Certificates and Opinions of Counsel to Trustee.. 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,, if requested by the Trustee,, furnish to the Trustee an Officers' Certificate and an Opinion of Counsel stating that such action is permitted by the terms of this Indenture;; provided that no Opinion of Counsel shall be required to be delivered in connection with a request by the Company that the Trustee deliver a notice to Holders under the Indenture,, where the Trustee receives an Officers' Certificate with respect to such notice.. With respect to matters of fact,, an Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials..

Each Officers' Certificate and Opinion of Counsel provided for,, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance with this Indenture ((other than the Officers' Certificates provided for in Section 44..0088)) shall include ((a)) a statement that the person signing such certificate is familiar with the requested action and this Indenture;; ((b)) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based;; ((c)) a statement that,, in the judgment of such person,, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture;; and ((d)) a statement as to whether or not,, in the judgment of such person,, such action is permitted by this Indenture..

Section 1188..0066.. Legal Holidays.. In any case where any Special Interest Payment Date,, the Maturity Date,, any Redemption Date or any Fundamental Change Repurchase Date is not a Business Day,, then any action to be taken on such date need not be taken on such date,, but may be taken on the next succeeding Business Day with the same force and effect as if taken on such date,, and no Special Interest,, if and to the extent any Special Interest is otherwise payable on such date,, shall accrue in respect of the delay.. Solely for purposes of the preceding sentence,, a day on which the applicable place of payment is authorized or required by law or executive order to close or be closed will be deemed not to be a "Business Day.."

Section 1188..0077.. No Security Interest Created.. Nothing in this Indenture or in the Notes,, expressed or implied,, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation,, as now or hereafter enacted and in effect,, in any jurisdiction..

Section 1188..0088.. Benefits of Indenture.. Nothing in this Indenture or in the Notes,, expressed or implied,, shall give to any Person,, other than the Holders,, the parties hereto,, any Paying Agent,, any Conversion Agent,, any authenticating agent,, any Note Registrar and their successors hereunder,, any benefit or any legal or equitable right,, remedy or claim under this Indenture..

Section 1188..0099.. Table of Contents,, Headings,, Etc.. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only,, are not to be considered a part hereof,, and shall in no way modify or restrict any of the terms or provisions hereof..

Section 1188..1100.. Authenticating Agent.. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder,, including under Section 22..0044,, Section 22..0055,, Section 22..0066,, Section 22..0077,, Section 1100..0044 and Section 1155..0044 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes.. For all purposes of this Indenture,, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes "by the Trustee" and a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee's certificate of authentication.. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 77..0088..

Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated,, or any corporation or other entity resulting from any merger,, consolidation or conversion to which any authenticating agent shall be a party,, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent,, shall be the successor of the authenticating agent hereunder,, if such successor corporation or other entity is otherwise eligible under this Section 1188..1100,, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation or other entity..

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 terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company.. Upon receiving such a notice of resignation or upon such a termination,, or in case at any time any authenticating agent shall cease to be eligible under this Section,, the Trustee may appoint a successor authenticating agent ((which may be the Trustee)),, shall give written notice of such appointment to the Company and shall deliver notice of such appointment to all Holders..

The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services although the Company may terminate the authenticating agent,, if it determines such agent's fees to be unreasonable..

The provisions of Section 77..0022,, Section 77..0033,, Section 77..0044,, Section 88..0033 and this Section 1188..1100 shall be applicable to any authenticating agent..

If an authenticating agent is appointed pursuant to this Section 1188..1100,, the Notes may have endorsed thereon,, in addition to the Trustee's certificate of authentication,, an alternative certificate of authentication in the following form::

as Authenticating Agent,, certifies that this is one of the Notes described in the within--named Indenture..

By:: ____________________

Authorized Signatory

__________________________,,

Section 1188..1111.. Execution in Counterparts and Electronic Execution.. 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.. All notices,, approvals,, consents,, requests and any communications hereunder must be in writing ((provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign ((or such other digital signature provider as specified in writing to Trustee by the authorized representative)),, in English.. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee,, including without limitation the risk of Trustee acting on unauthorized instructions,, and the risk of interception and misuse by third parties..

Section 1188..1122.. Severability.. In the event any provision of this Indenture or in the Notes shall be invalid,, illegal or unenforceable,, then ((to the extent permitted by law)) the validity,, legality or enforceability of the remaining provisions shall not in any way be affected or impaired..

Section 1188..1133.. Waiver of Jury Trial.. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES,, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE,, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY..

Section 1188..1144.. Force Majeure.. 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,, pandemics,, epidemics,, quarantine restrictions,, recognized public emergencies,, 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 that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances..

Section 1188..1155.. Calculations.. Except as otherwise provided herein,, the Company shall be responsible for making all calculations called for under this Indenture and the Notes.. These calculations include,, but are not limited to,, determinations of the Last Reported Sale Prices of the Ordinary Shares,, the Trading Price of the Notes for purposes of determining whether the Notes are convertible,, the Daily VWAPs,, the Daily Conversion Values,, the Daily Settlement Amounts,, any accrued Special Interest payable on the Notes,, the Redemption Price and the Conversion Rate of the Notes.. The Company shall make all these calculations in good faith and,, absent manifest error,, the Company's calculations shall be final and binding on Holders of Notes.. The Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent ((if other than the Trustee)),, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of the Company's calculations without independent verification.. The Trustee will forward the Company's calculations to any Holder of Notes upon the written request of that Holder at the sole cost and expense of the Company.. None of the Trustee,, Paying Agent or Conversion Agent shall have any responsibility for any calculation under this Indenture or the Notes or to verify the Company's calculations..

Section 1188..1166.. USA PATRIOT Act.. The parties hereto acknowledge that in accordance with Section 332266 of the USA PATRIOT Act,, the Trustee,, like all financial institutions and in order to help fight the funding of terrorism and money laundering,, is required to obtain,, verify,, and record information that identifies each person or legal entity that establishes a relationship or opens an account 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 USA PATRIOT Act..

Section 1188..1177.. Agent for Service of Process.. The Company irrevocably appoint Nova Measuring Instruments,, Inc..,, a Delaware corporation,, as its agent to receive service of process or other legal summons for purposes of any legal suit,, action or proceeding arising out of or based upon this Indenture that may be instituted in any state or federal court in the City and County of New York..

[Remainder of page intentionally left blank]

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

NOVA LTD..

By:: //s// Guy Kizner Name:: Guy Kizner

Title:: Chief Financial Officer

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

U..S.. BANK TRUST COMPANY,, NATIONAL ASSOCIATION,, as Trustee

By:: //s// Joshua A.. Hahn Name:: Joshua A.. Hahn

Title:: Vice President

[FORM OF FACE OF NOTE]

[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]

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

[INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]

[THIS SECURITY AND THE ORDINARY SHARES,, IF ANY,, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 11993333,, AS AMENDED ((THE "SECURITIES ACT")),, AND MAY NOT BE OFFERED,, SOLD,, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,, THE ACQUIRER::

((11)) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED INSTITUTIONAL BUYER " ((WITHIN THE MEANING OF RULE 114444A UNDER THE SECURITIES ACT)) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,, AND

((22)) AGREES FOR THE BENEFIT OF NOVA LTD.. ((THE "COMPANY")) THAT IT WILL NOT OFFER,, SELL,, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY AND THE ORDINARY SHARES,, IF ANY,, ISSUABLE UPON CONVERSION OF THIS SECURITY,, IF ANY,, OR ANY BENEFICIAL INTEREST HEREIN OR THEREIN PRIOR TO THE DATE THAT IS THE LATER OF ((X)) ONE YEAR AFTER THE ORIGINAL ISSUANCE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 114444 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND ((Y)) SUCH LATER DATE,, IF ANY,, AS MAY BE REQUIRED BY APPLICABLE LAW,, EXCEPT::

((A)) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,, OR

((B)) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,, OR

((C)) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 114444A UNDER THE SECURITIES ACT,, OR

((D)) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 114444 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT..

NO AFFILIATE ((AS DEFINED IN RULE 114444 UNDER THE SECURITIES ACT)) OF NOVA LTD.. OR PERSON THAT HAS BEEN AN AFFILIATE ((AS DEFINED IN RULE 114444 UNDER THE SECURITIES ACT)) OF NOVA LTD.. DURING THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE,, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN..

[INCLUDE FOLLOWING LEGEND ON ANY NOTE]

AT NO TIME MAY THIS NOTE BE HELD OR BENEFICIALLY OWNED BY,, AND EACH HOLDER AND,, IN CASE OF A NOTE IN GLOBAL FORM,, BENEFICIAL OWNER BY ACQUIRING THE NOTE OR,, IN CASE OF A NOTE IN GLOBAL FORM,, BENEFICIAL INTEREST THEREIN SHALL BE DEEMED TO REPRESENT TO US THAT IT IS NOT,, ((X)) AN ISRAELI RESIDENT FOR ISRAELI TAX PURPOSES OR ((Y)) A NON --ISRAELI CORPORATION,, FOR WHICH ISRAELI RESIDENTS ((I)) HAVE A CONTROLLING INTEREST OF MORE THAN 2255%% IN SUCH NON --ISRAELI CORPORATION OR ((II)) ARE THE BENEFICIARIES OF,, OR ARE ENTITLED TO,, 2255%% OR MORE OF THE REVENUES OR PROFITS OF SUCH NON --ISRAELI CORPORATION ((WHETHER DIRECTLY OR INDIRECTLY)) ((THE "NON--ISRAELI TAX RESIDENCY REPRESENTATION ")).. EACH HOLDER AND,, IN CASE OF A NOTE IN GLOBAL FORM,, BENEFICIAL OWNER BY ACQUIRING THE NOTES OR,, IN CASE OF A NOTE IN GLOBAL FORM,, BENEFICIAL INTEREST THEREIN SHALL BE DEEMED TO ACKNOWLEDGE THAT ANY ACQUISITION OF A NOTE OR BENEFICIAL INTEREST BY ANY SUCH HOLDER OR BENEFICIAL OWNER WHICH VIOLATES THE NON --ISRAELI TAX RESIDENCY REPRESENTATION SHALL NOT BE PERMITTED.. REFER TO SECTION 22..1111 OF THE INDENTURE GOVERNING THE TERMS OF THIS NOTE..

NOVA LTD..

00%% Convertible Senior Note due 22003300

No.. [_____] [Initially]¹¹

CUSIP No.. [_________]²²

\$\$[_________]

Nova Ltd..,, a corporation duly organized and validly existing under the laws of the Israel ((the "Company,," which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof)),, for value received hereby promises to pay to [CEDE && CO..]³³ [_______]⁴⁴ ,, or registered assigns,, the principal sum [as set forth in the "Schedule of Exchanges of Notes" attached hereto]⁵⁵ [of \$\$[_______]]⁶⁶ ,, which amount,, taken together with the principal amounts of all other outstanding Notes,, shall not,, unless permitted by the Indenture,, exceed \$\$775500,,000000,,000000 in the aggregate at any time,, in accordance with the rules and procedures of the Depositary,, on September 1155,, 22003300,, and any Special Interest thereon as set forth below..

This Note shall bear no regular cash interest,, and the principal amount of this Note shall not accrete.. Any Special Interest on this Note shall be computed on the basis of a 336600--day year composed of twelve 3300--day months and,, for partial months,, on the basis of the number of days actually elapsed in a 3300--day month.. Special Interest,, if any,, is payable semi--annually in arrears on each March 1155 and September 1155,, commencing on March 1155,, 22002266 ((if Special Interest is then payable)),, to Holders of record at the close of business on the preceding March 11 and September 11 ((whether or not such day is a Business Day)),, respectively.. Special Interest will be payable as set forth in Section 44..0066((d)),, Section 44..0066((e)) and Section 66..0033 of the within--mentioned Indenture,, and any reference to interest on,, or in respect of,, any Note therein shall be deemed to mean Special Interest if,, in such context,, Special Interest is,, was or would be payable pursuant to any of such Section 44..0066((d)),, Section 44..0066((e)) or Section 66..0033,, or any interest on any Defaulted Amounts payable as set forth in Section 22..0033((c)) in the within--mentioned Indenture..

Any Defaulted Amounts shall not accrue interest unless Special Interest was payable on the required payment date,, in which case such payments shall accrue interest per annum at the then--applicable Special Interest rate,, subject to the enforceability thereof under applicable law,, from,, and including,, the relevant payment date to,, but excluding,, the date on which such Defaulted Amounts shall have been paid by the Company,, at its election,, in accordance with Section 22..0033((c)) of the Indenture..

11 Include if a global note..

33 Include if a global note..

44 Include if a physical note..

55 Include if a global note..

66 Include if a physical note..

²² This Note will be deemed to be identified by CUSIP No.. [__________] from and after such time when ((i)) the Company delivers,, pursuant to Section 22..0055((c)) of the within--mentioned Indenture,, written notice to the Trustee of the occurrence of the Resale Restriction Termination Date and the removal of the restrictive legend affixed to this Note and ((ii)) this Note is identified by such CUSIP number in accordance with the applicable procedures of the Depositary..

The Company will pay,, or cause the Paying Agent to pay,, the principal of and Special Interest on this Note,, if and so long as such Note is a Global Note,, by wire transfer in immediately available funds to the Depositary or its nominee,, as the case may be,, as the registered Holder of such Note.. As provided in and subject to the provisions of the Indenture,, the Company will pay,, or cause the Paying Agent to pay,, the principal of any Notes ((other than Notes that are Global Notes)) at the office or agency designated by the Company for that purpose.. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and the Corporate Trust Office,, as defined in the Indenture,, as the office or agency in the contiguous United States where Notes may be presented for payment or for registration of transfer and exchange..

Reference is made to the further provisions of this Note set forth on the reverse hereof,, including,, without limitation,, provisions giving the Holder of this Note the right to convert this Note into cash,, Ordinary Shares or a combination of cash and Ordinary Shares,, as applicable,, on the terms and subject to the limitations set forth in the Indenture.. Such further provisions shall for all purposes have the same effect as though fully set forth at this place..

This Note,, and any claim,, controversy or dispute arising under or related to this Note,, shall be construed in accordance with and governed by the laws of the State of New York ((without regard to the conflicts of laws provisions thereof))..

In the case of any conflict between this Note and the Indenture,, the provisions of the Indenture shall control and govern..

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating agent under the Indenture..

[Remainder of page intentionally left blank]

NOVA LTD..

By:: Name:: Title::

Dated:: [______]

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

U..S.. BANK TRUST COMPANY,, NATIONAL ASSOCIATION,, as Trustee,, certifies that this is one of the Notes described in the within--named Indenture..

By::_______________________________

Authorized Signatory

[FORM OF REVERSE OF NOTE]

NOVA LTD..

00%% Convertible Senior Note due 22003300

This Note is one of a duly authorized issue of Notes of the Company,, designated as its 00%% Convertible Senior Notes due 22003300 ((the "Notes")),, limited to the aggregate principal amount of \$\$775500,,000000,,000000 all issued or to be issued under and pursuant to an Indenture dated as of September 55,, 22002255 ((the "Indenture")),, between the Company and U..S.. Bank Trust Company,, National Association ((the "Trustee")),, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights,, limitations of rights,, obligations,, duties and immunities thereunder of the Trustee,, the Company and the Holders of the Notes.. Additional Notes may be issued in an unlimited aggregate principal amount,, subject to certain conditions specified in the Indenture.. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture..

In case certain Events of Default shall have occurred and be continuing,, the principal of,, and any Special Interest on,, all Notes may be declared,, by either the Trustee or Holders of at least 2255%% in aggregate principal amount of Notes then outstanding,, and upon said declaration shall become,, due and payable,, in the manner,, with the effect and subject to the conditions and certain exceptions set forth in the Indenture..

Subject to the terms and conditions of the Indenture,, the Company will make all payments and deliveries in respect of the Redemption Price on the Redemption Date,, the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date and the principal amount on the Maturity Date,, as the case may be,, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note.. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts..

Subject to the terms and conditions of the Indenture,, Additional Amounts will be paid for withholdings or deductions imposed by a Relevant Tax Jurisdiction in connection with any payments and deliveries made by the Company under or with respect to the Notes,, including,, but not limited to,, payments of principal ((including,, if applicable,, the Redemption Price and the Fundamental Change Repurchase Price)),, payments of Special Interest,, if any ((other than withholdings or deductions for,, or on account of,, any Taxes in connection with any payments of cash and//or deliveries of Ordinary Shares,, together with payments of cash for any fractional Ordinary Share,, upon conversion of the Notes)) to ensure that the net amount received after such withholding or deduction ((and after deducting any taxes on the Additional Amounts)) will equal the amount that would have been received had no such withholding or deduction been required..

The Indenture contains provisions permitting the Company and the Trustee in certain circumstances,, without the consent of the Holders of the Notes,, and in certain other circumstances,, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding,, evidenced as in the Indenture provided,, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein.. It is also provided in the Indenture that,, subject to certain exceptions,, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences..

Each Holder shall have the right to receive payment or delivery,, as the case may be,, of ((x)) the principal ((including the Redemption Price and the Fundamental Change Repurchase Price,, if applicable)) of,, ((y)) any accrued and unpaid Special Interest,, if any,, on,, and ((z)) the consideration due upon conversion of,, this Note at the place,, at the respective times,, at the rate and in the lawful money or Ordinary Shares,, as the case may be,, herein prescribed..

The Notes are issuable in registered form without coupons in minimum denominations of \$\$11,,000000 principal amount and integral multiples of \$\$11,,000000 in excess thereof.. At the office or agency of the Company referred to on the face hereof,, and in the manner and subject to the limitations provided in the Indenture,, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations,, without payment of any service charge but,, if required by the Company or Trustee,, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange..

Other than pursuant to a Tax Redemption,, the Notes shall not be redeemable by the Company prior to September 2200,, 22002288.. The Notes shall be redeemable at the Company's option on or after September 2200,, 22002288,, and on or prior to the 4400th Scheduled Trading Day immediately preceding the Maturity Date,, in accordance with the terms and subject to the conditions specified in the Indenture.. No sinking fund is provided for the Notes..

Upon the occurrence of a Fundamental Change,, the Holder has the right,, at such Holder's option,, to require the Company to repurchase for cash all of such Holder's Notes or any portion thereof ((in principal amounts of \$\$11,,000000 or integral multiples of \$\$11,,000000 in excess thereof)) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price..

Subject to the provisions of the Indenture,, the Holder hereof has the right,, at its option,, during certain periods and upon the occurrence of certain conditions specified in the Indenture,, prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date,, to convert any Notes or portion thereof that is \$\$11,,000000 or an integral multiple of \$\$11,,000000 in excess thereof,, into cash,, Ordinary Shares or a combination of cash and Ordinary Shares,, as applicable,, at the Conversion Rate specified in the Indenture,, as adjusted from time to time as provided in the Indenture..

ABBREVIATIONS

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

TEN COM = as tenants in common

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act

CUST = Custodian

TEN ENT = as tenants by the entireties

JT TEN = joint tenants with right of survivorship and not as tenants in common

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

SCHEDULE OF EXCHANGES OF NOTES

NOVA LTD.. 00%% Convertible Senior Notes due 22003300


Date of exchange	Amount of decrease in principal amount of this Global Note	Amount of increase in principal amount of this Global Note	Principal amount of this Global Note following such decrease or increase	Signature of authorized signatory of Trustee or Custodian

77 Include if a global note..

[FORM OF NOTICE OF CONVERSION]

To:: NOVA LTD..

U..S.. BANK TRUST COMPANY,, NATIONAL ASSOCIATION,, as Conversion Agent

The undersigned registered owner of this Note hereby exercises the option to convert this Note,, or the portion hereof ((that is \$\$11,,000000 principal amount or an integral multiple of \$\$11,,000000 in excess thereof)) below designated,, into cash,, Ordinary Shares or a combination of cash and Ordinary Shares,, as applicable,, in accordance with the terms of the Indenture referred to in this Note,, and directs that any cash payable and any Ordinary Shares issuable and deliverable upon such conversion,, together with any cash for any fractional share,, and any Notes representing any unconverted principal amount hereof,, be issued and delivered to the registered Holder hereof unless a different name has been indicated below.. If any Ordinary Shares or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned,, the undersigned will pay all documentary,, stamp or similar issue or transfer taxes,, if any in accordance with Section 1144..0022((d)) and Section 1144..0022((e)) of the Indenture.. Any amount required to be paid to the undersigned on account of Special Interest accompanies this Note.. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture..

Dated:: _____________________ ________________________________

Signature((s))

________________________________

[___________________________ Signature Guarantee

Signature((s)) must be guaranteed by an eligible Guarantor Institution ((banks,, stock brokers,, savings and loan associations and credit unions)) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 1177Ad--1155 if Ordinary Shares are to be issued,, or Notes are to be delivered,, other than to and in the name of the registered holder..]⁸⁸

⁸⁸ Signature guarantee will not be required in connection with any conversion of any beneficial interest in a global note,, and the Company and the converting noteholder shall hold the trustee and the conversion agent harmless for acting in reliance in the absence of a signature guarantee..

Fill in for registration of shares if to be issued,, and Notes if to be delivered,, other than to and in the name of the registered holder::

_________________________

((Name))

((Street Address))

_________________________ ((City,, State and Zip Code)) Please print name and address

Principal amount to be converted ((if less than all)):: \$\$______,,000000

NOTICE:: The above signature((s)) of the Holder((s)) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever..

_________________________ Social Security or Other Taxpayer Identification Number

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

To:: NOVA LTD..

U..S.. BANK TRUST COMPANY,, NATIONAL ASSOCIATION

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Nova Ltd.. ((the "Company")) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 1155..0022 of the Indenture referred to in this Note ((11)) the entire principal amount of this Note,, or the portion thereof ((that is \$\$11,,000000 principal amount or an integral multiple of \$\$11,,000000 in excess thereof)) below designated,, and ((22)) if such Fundamental Change Repurchase Date does not fall during the period after a Special Interest Record Date and on or prior to the corresponding Special Interest Payment Date,, accrued and unpaid Special Interest,, if any,, thereon to,, but excluding,, such Fundamental Change Repurchase Date.. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture..

In the case of Physical Notes,, the certificate numbers of the Notes to be repurchased are as set forth below::

________________________________

Dated:: _____________________

Signature((s))

_________________________ Social Security or Other Taxpayer Identification Number

Principal amount to be repaid ((if less than all)):: \$\$______,,000000

[FORM OF ASSIGNMENT AND TRANSFER]

For value received ____________________________ hereby sell((s)),, assign((s)) and transfer((s)) unto _________________ ((Please insert social security or Taxpayer Identification Number of assignee)) the within Note,, and hereby irrevocably constitutes and appoints _____________________ attorney to transfer the said Note on the books of the Company,, with full power of substitution in the premises..

In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date,, as defined in the Indenture governing such Note,, the undersigned confirms that such Note is being transferred::

☐ To Nova Ltd.. or a subsidiary thereof;; or

☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 11993333,, as amended;; or

☐ Pursuant to and in compliance with Rule 114444A under the Securities Act of 11993333,, as amended;; or

☐ Pursuant to and in compliance with Rule 114444 under the Securities Act of 11993333,, as amended,, or any other available exemption from the registration requirements of the Securities Act of 11993333,, as amended..

Dated:: ________________________

_____________________________________ _____________________________________

_____________________________________

Signature((s))

Signature Guarantee

Signature((s)) must be guaranteed by an eligible Guarantor Institution ((banks,, stock brokers,, savings and loan associations and credit unions)) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 1177Ad--1155 if Notes are to be delivered,, other than to and in the name of the registered holder..

NOTICE:: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever..

From:: [Dealer]

Bidding Form

September [__],, 22002255

To:: Nova Ltd.. 55 David Fikes St.. Rehovot 77663322880055,, Israel

Re:: [Base][Additional] Call Option Transaction

The purpose of this letter agreement ((this "Confirmation")) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (("Dealer")) and Nova Ltd.. (("Counterparty")) as of the Trade Date specified below ((the "Transaction")).. This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below.. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates,, and shall supersede all prior or contemporaneous written or oral communications with respect thereto..

The definitions and provisions contained in the 22000022 ISDA Equity Derivatives Definitions ((the "Equity Definitions ")),, as published by the International Swaps and Derivatives Association,, Inc.. (( "ISDA")) are incorporated into this Confirmation.. In the event of any inconsistency between the Equity Definitions and this Confirmation,, this Confirmation shall govern.. Certain defined terms used herein are based on terms that are defined in the Preliminary Offering Memorandum dated September [__],, 22002255 ((the "Offering Memorandum")) relating to the [__]%% Convertible Senior Notes due 22003300 ((as originally issued by Counterparty,, the "Convertible Notes" and each USD 11,,000000 principal amount of Convertible Notes,, a "Convertible Note")) issued by Counterparty in an aggregate initial principal amount of USD [SRMIMMMIMMM] ((as increased by [up to]¹¹ an aggregate principal amount of USD [1100MIMMMIMMM] [if and to the extent that]22[pursuant to the exercise by]³³ the Initial Purchasers ((as defined herein)) [exercise]⁴⁴[of]⁵⁵ their option to purchase additional Convertible Notes pursuant to the Purchase Agreement ((as defined herein)))) pursuant to an Indenture [to be]⁶⁶ dated September [__],, 22002255 between Counterparty and U..S.. Bank Trust Company,, National Association,, as trustee ((the "Indenture")).. In the event of any inconsistency between the terms defined in the Offering Memorandum,, the Indenture and this Confirmation,, this Confirmation shall govern.. The parties acknowledge that this Confirmation is entered into on the date hereof with the understanding that ((i)) definitions set forth in the Indenture which are also defined herein by reference to the Indenture and ((ii)) sections of the Indenture that are referred to herein will conform to the descriptions thereof in the Offering Memorandum.. If any such definitions in the Indenture or any such sections of the Indenture differ from the descriptions thereof in the Offering Memorandum,, the descriptions thereof in the Offering Memorandum will govern for purposes of this Confirmation.. The parties further acknowledge that the Indenture section numbers used herein are based on the [draft of the Indenture last reviewed by Dealer as of the date of this Confirmation,, and if any such section numbers are changed in the Indenture as executed,, the parties will amend this Confirmation in good faith to preserve the intent of the parties] ⁷⁷[Indenture as executed] ⁸⁸ .. Subject to the foregoing,, references to the Indenture herein are references to the Indenture as in effect [on the date hereof and] on the date of its execution,, and if the Indenture is amended or supplemented following such date ((other than any amendment or supplement ((x)) pursuant to Section [1100..0011((m))] ⁹⁹ of the Indenture that,, as determined by the Calculation Agent,, conforms the Indenture to the description of Convertible Notes in the Offering Memorandum or ((y)) pursuant to Section [1144..0077] ¹¹⁰⁰ of the Indenture,, subject,, in the case of this clause ((y)),, to the second paragraph under "Method of Adjustment " in Section 33 of this Confirmation)),, any such amendment or supplement will be disregarded for purposes of this Confirmation unless the parties agree otherwise in writing.. For the purposes of the Equity Definitions,, the Transaction shall be deemed to be a Share Option Transaction..

11 Include in the Base Call Option Confirmation..
22 Include in the Base Call Option Confirmation..
33 Include in the Additional Call Option Confirmation..
44 Include in the Base Call Option Confirmation..
55 Include in the Additional Call Option Confirmation..
66 Insert if Indenture is not completed at the time of the Confirmation..
77 Include in the Base Call Option Confirmation.. Include in the Additional Call Option Confirmation if it is executed before closing of the base deal..
88 Include in the Additional Call Option Confirmation,, but only if the Additional Call Option Confirmation is executed after closing of the base deal..
99 Include cross--reference to Indenture section permitting amendments without holder consent to conform the Indenture to the Description of Notes..
1100 Include cross--reference to Indenture section relating to Merger Events..

Each party is hereby advised,, and each such party acknowledges,, that the other party has engaged in,, or refrained from engaging in,, substantial financial transactions and has taken other material actions in reliance upon the parties' entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below..

11.. This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates.. This Confirmation shall supplement,, form a part of,, and be subject to an agreement in the form of the 22000022 ISDA Master Agreement ((the "Agreement")) as if Dealer and Counterparty had executed an agreement in such form on the Trade Date ((but without any Schedule except for ((i)) the election of the laws of the State of New York as the governing law ((without reference to choice of law doctrine)))),, ((ii)) the appointment by Counterparty of Nova Measuring Instruments,, Inc..,, a Delaware corporation,, as its Process Agent,, ((iii)) in respect of Section 55((a))((vi)) of the Agreement,, ((a)) the "Cross Default" provisions shall apply to Dealer with a "Threshold Amount" of three percent of the shareholders ' equity of [Dealer][Dealer's ultimate parent] ¹¹¹¹ as of the Trade Date,, ((b)) the phrase "or becoming capable at such time of being declared" shall be deleted from clause ((11)) and ((c)) the following language shall be added to the end thereof:: "Notwithstanding the foregoing,, a default under subsection ((22)) hereof shall not constitute an Event of Default if ((x)) the default was caused solely by error or omission of an administrative or operational nature;; ((y)) funds were available to enable the party to make the payment when due;; and ((z)) the payment is made within two Local Business Days of such party's receipt of written notice of its failure to pay.." and ((iv)) the term "Specified Indebtedness" shall have the meaning specified in Section 1144 of the Agreement,, except that such term shall not include obligations in respect of deposits received in the ordinary course of a party's banking business.. In the event of any inconsistency between provisions of the Agreement and this Confirmation,, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates.. The parties hereby agree that no transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement.. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty,, then notwithstanding anything to the contrary in such ISDA Master Agreement,, such confirmation or agreement or any other agreement to which Dealer and Counterparty are parties,, the Transaction shall not be considered a Transaction under,, or otherwise governed by,, such existing or deemed ISDA Master Agreement..

22.. The terms of the particular Transaction to which this Confirmation relates are as follows::

General Terms
Trade Date::	September [___],, 22002255
Effective Date::	The second Exchange Business Day immediately prior to the Premium Payment Date,, subject to Section 99((t))
Option Style::	"Modified American",, as described under "Procedures for Exercise" below
Option Type::	Call
Buyer::	Counterparty
Seller::	Dealer
Shares::	The ordinary shares of Counterparty,, no par value per share ((Exchange symbol "NVMI"))
Number of Options::	[_]1122 For the avoidance of doubt,, the Number of Options shall be reduced by any Options exercised by Counterparty In no event will the Number of Options be less than zero

¹¹¹¹ To include a customary guarantee if Dealer is not the highest rated entity in group.. To be updated to reflect references to Dealer's Credit Support Provider if a guarantee will be provided.. ¹¹²² For the Base Call Option Confirmation,, this is equal to the number of Convertible Notes in principal amount of \$\$11,,000000 initially issued on the closing date for the Convertible Notes.. For the Additional Call Option Confirmation,, this is equal to the number of additional Convertible Notes in principal amount of \$\$11,,000000..

Applicable Percentage::	[__]%%
Option Entitlement::	A number equal to the product of the Applicable Percentage and [______]1133
Strike Price::	USD [______]
Cap Price::	USD [______]
Premium::	USD [______]
Premium Payment Date::	September [___],, 22002255
Exchange::	The Nasdaq Global Select Market
Related Exchange((s))::	All Exchanges
Excluded Provisions::	Section [11440044((h))]1144 and Section [11440033]1155 of the Indenture
Procedures for Exercise
Expiration Time::	The Valuation Time
Expiration Date::	September NR,, 22003300,, subject to earlier exercise
Multiple Exercise::	Applicable,, as described under "Automatic Exercise" below
Automatic Exercise::	Notwithstanding Section 3344 of the Equity Definitions,, unless Counterparty has notified Dealer in writing prior to 1100::0000 am New York City time on the Expiration Date that it does not wish the Automatic Exercise to occur,, all Options outstanding as of 1100::0000 am New York City time on the Expiration Date will be deemed to be automatically exercised;; provided that,, for the avoidance of doubt,, no such Automatic Exercise pursuant to this paragraph will occur if the Relevant Price for each Valid Day during the Settlement Averaging Period is less than or equal to the Strike Price
	Notwithstanding the foregoing,, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options
Valuation Time::	At the close of trading of the regular trading session on the Exchange;; provided that if the principal trading session is extended,, the Calculation Agent shall determine the Valuation Time in its reasonable discretion
Market Disruption Event::	Section 6633((a)) of the Equity Definitions is hereby replaced in its entirety by the following::
	["'Market Disruption Event ' means,, in respect of a Share,, ((i)) a failure by the primary United States national or regional securities exchange or market on which the Shares are listed or admitted for trading to open for trading during its regular trading session or ((ii)) the occurrence or existence prior to 11::0000 pm ((New York City time)) on any Scheduled Valid Day for the Shares for more than one half -- hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading ((by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise)) in the Shares or in any options contracts or futures contracts relating to the Shares"]

¹¹³³ Insert the initial Conversion Rate for the Convertible Notes..

¹¹⁴⁴ Include cross--reference to section((s)) of the Indenture containing discretionary adjustments to the Conversion Rate by Counterparty..

¹¹⁵⁵ Include cross--reference to Indenture section((s)) dealing with make--whole adjustments to the Conversion Rate..

Settlement Method Election::	Applicable;; provided that ((i)) Section 7711 of the Equity Definitions is hereby amended by deleting the words "or Physical Settlement" in the sixth line thereof and replacing it with the words ",, Net Share Settlement or Combination Settlement ",, further provided that Counterparty may not elect for Net Share Settlement or Combination Settlement to apply to any Options hereunder if any Shares delivered by Dealer upon settlement of such Options would constitute a "prohibited distribution " under Section 331100 of the Israeli Companies Law 55775599 --11999999 ((the "Companies Law "));; and ((ii)) as of such notice delivery date,, Counterparty shall make the following representations::
	((A)) Counterparty is not aware of any material non--public information with respect to Counterparty,, the Issuer or the Shares;;
	((B)) Counterparty is making a Settlement Method Election in good faith and acknowledges its responsibilities under applicable securities laws and the Israeli Companies Law 55775599 --11999999 ((the "Companies Law")),, and in particular Section 99 and Section 1100((b)) of the Exchange Act ((as defined below)) and the rules and regulations thereunder in respect of a Settlement Method Election;; and
	((C)) no delivery of Shares by Dealer to which such Settlement Method Election applies would constitute a "prohibited distribution" under the Companies Law
Default Settlement Method::	Cash Settlement
Settlement Method Election Date::	The Scheduled Trading Day immediately preceding the first Scheduled Valid Day of the Settlement Averaging Period If Counterparty elects Combination Settlement in respect of any Option exercised or deemed exercised hereunder,, Counterparty shall also,, no later than the Settlement Method Election Date,, provide written notice to Dealer of the amount of cash that shall be included for purposes of such Combination Settlement ((which amount must be greater than USD 11,,000000)) ((the "Specified Cash Amount"))
Net Share Settlement::	If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder,, Dealer will deliver to Counterparty,, on the relevant Settlement Date for each such Option,, a number of Shares ((the "Net Share Settlement Amount ")) equal to the sum,, for each Valid Day during the Settlement Averaging Period for each such Option,, of ((i)) ((a)) the Daily Option Value for such Valid Day,, divided by ((b)) the Relevant Price on such Valid Day,, divided by ((ii)) the number of Valid Days in the Settlement Averaging Period
	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period

Combination Settlement:: If Combination Settlement is applicable to any Option exercised or deemed exercised hereunder,, Dealer will pay or deliver,, as the case may be,, to Counterparty,, on the relevant Settlement Date for each such Option::

((i)) cash ((the "Combination Settlement Cash Amount ")) equal to the sum,, for each Valid Day during the Settlement Averaging Period for such Option,, of ((A)) an amount ((the "Daily Combination Settlement Cash Amount ")) equal to the lesser of ((11)) the product of ((x)) the Applicable Percentage and ((y)) the Specified Cash Amount minus USD 11,,000000 and ((22)) the Daily Option Value for such Valid Day,, divided by ((B)) the number of Valid Days in the Settlement Averaging Period;; provided that if the calculation in clause ((A)) above results in zero or a negative number for any Valid Day,, the Daily Combination Settlement Cash Amount for such Valid Day shall be deemed to be zero;; and
((ii)) Shares ((the "Combination Settlement Share Amount ")) equal to the sum,, for each Valid Day during the Settlement Averaging Period for such Option,, of a number of Shares for such Valid Day ((the "Daily Combination Settlement Share Amount")) equal to ((A)) ((11)) the Daily Option Value for such Valid Day minus the Daily Combination Settlement Cash Amount for such Valid Day,, divided by ((22)) the Relevant Price on such Valid Day,, divided by ((B)) the number of Valid Days in the Settlement Averaging Period;; provided that if the calculation in sub --clause ((A))((11)) above results in zero or a negative number for any Valid Day,, the Daily Combination Settlement Share Amount for such Valid Day shall be deemed to be zero..

Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Combination Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period..

Cash Settlement:: If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder,, in lieu of Section 88..11 of the Equity Definitions,, Dealer will pay to Counterparty,, on the relevant Settlement Date for each such Option,, an amount of cash ((the "Cash Settlement Amount")) equal to the sum,, for each Valid Day during the Settlement Averaging Period for such Option,, of ((i)) the Daily Option Value for such Valid Day,, divided by ((ii)) the number of Valid Days in the Settlement Averaging Period..

Daily Option Value::	For any Valid Day,, an amount equal to ((i)) the Option Entitlement on such Valid Day,, multiplied by ((ii)) ((A)) the lesser of the Relevant Price on such Valid Day and the Cap Price,, less ((B)) the Strike Price on such Valid Day;; provided that if the calculation contained in clause ((ii)) above results in a negative number,, the Daily Option Value for such Valid Day shall be deemed to be zero In no event will the Daily Option Value be less than zero
Valid Day::	[A day on which ((i)) there is no Market Disruption Event and ((ii)) trading in the Shares generally occurs on the Exchange or,, if the Shares are not then listed on the Exchange,, on the principal other United States national or regional securities exchange on which the Shares are then listed or,, if the Shares are not then listed on a United States national or regional securities exchange,, on the principal other market on which the Shares are then listed or admitted for trading If the Shares are not so listed or admitted for trading,, "Valid Day" means a Business Day]
Scheduled Valid Day::	[A day that is scheduled to be a Valid Day on the principal United States national or regional securities exchange or market on which the Shares are listed or admitted for trading If the Shares are not so listed or admitted for trading,, "Scheduled Valid Day " means a Business Day]
Business Day::	[Any day other than a Saturday,, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed]
Relevant Price::	[On any Valid Day,, the per Share volume --weighted average price as displayed under the heading "Bloomberg VWAP" on Bloomberg page NVMI < AQR ((or its equivalent successor if such page is not available)) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day ((or if such volume --weighted average price is unavailable at such time,, the market value of one Share on such Valid Day,, as determined by the Calculation Agent using,, if practicable,, a volume --weighted average method)) The Relevant Price will be determined without regard to after --hours trading or any other trading outside of the regular trading session trading hours]
Settlement Averaging Period::	For any Option,, the 4400 consecutive Valid Days commencing on,, and including,, the 4411 Scheduled Valid Day immediately prior to the Expiration Date
Settlement Date::	For any Option,, the second Business Day immediately following the final Valid Day of the Settlement Averaging Period for such Option
Settlement Currency::	USD

Other Applicable Provisions:: The provisions of Sections 99..11((c)),, 99..88,, 99..99 and 99..1111 of the Equity Definitions will be applicable,, except that all references in such provisions to "Physically--settled" shall be read as references to "Share Settled".. "Share Settled" in relation to any Option means that Net Share Settlement or Combination Settlement is applicable to that Option.. Representation and Agreement:: Notwithstanding anything to the contrary in the Equity Definitions ((including,, but not limited to,, Section 99..1111 thereof)),, the parties acknowledge that ((i)) any Shares delivered to Counterparty shall be,, upon delivery,, subject to restrictions and limitations arising from Counterparty's status as issuer of the Shares under applicable securities laws,, ((ii)) Dealer may deliver any Shares required to be delivered hereunder in certificated or restricted book --entry form in lieu of delivery through the Clearance System and ((iii)) any Shares delivered to Counterparty may be "restricted securities " ((as defined in Rule 114444 under the Securities Act of 11993333,, as amended ((the "Securities Act"))))..

33.. Additional Terms applicable to the Transaction..

Adjustments applicable to the Transaction::

Potential Adjustment Events::	Notwithstanding Section 111122((e)) of the Equity Definitions,, a "Potential Adjustment Event " means an occurrence of any event or condition,, as set forth in any Dilution Adjustment Provision,, that would result in an adjustment under the Indenture ((or,, if no Convertible Notes remain outstanding,, would have resulted in an adjustment under the Indenture if the Convertible Notes were still outstanding)) to the "Conversion Rate" or the composition of a "unit of Reference Property " or to any "Last Reported Sale Price,, " "Daily VWAP,, " "Daily Conversion Value " or "Daily Settlement Amount " ((each as defined in the Indenture)) For the avoidance of doubt,, Dealer shall not have any delivery or payment obligation hereunder,, and no adjustment shall be made to the terms of the Transaction,, on account of ((x)) any distribution of cash,, property or securities by Counterparty to holders of the Convertible Notes ((upon conversion or otherwise)) or ((y)) any other transaction in which holders of the Convertible Notes are entitled to participate,, in each case,, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence ((including,, without limitation,, pursuant to [the [fourth] sentence of the [first] paragraph of Section [11440044((c))] of the Indenture] 1166 or [the [fourth] sentence of Section [11440044((d))] of the Indenture]1177))
Method of Adjustment::	Calculation Agent Adjustment,, which means that,, notwithstanding Section 111122((c)) of the Equity Definitions,, upon any Potential Adjustment Event,, the Calculation Agent,, acting in good faith and commercially reasonably,, taking into account the relevant provisions of the Indenture,, shall make a corresponding adjustment to any one or more of the Strike Price,, Number of Options,, Option Entitlement and any other variable relevant to the exercise,, settlement or payment for the Transaction

Potential Adjustment Events::

Notwithstanding Section 111122((e)) of the Equity Definitions,, a
"Potential Adjustment Event " means an occurrence of any event or
condition,, as set forth in any Dilution Adjustment Provision,, that would result in an adjustment under the Indenture ((or,, if no
Convertible Notes remain outstanding,, would have resulted in an adjustment under the Indenture if the Convertible Notes were still
outstanding)) to the "Conversion Rate" or the composition of a "unit of Reference Property " or to any "Last Reported Sale Price,, "
"Daily VWAP,, " "Daily Conversion Value " or "Daily Settlement Amount " ((each as defined in the Indenture)) For the avoidance of
doubt,, Dealer shall not have any delivery or payment obligation hereunder,, and no adjustment shall be made to the terms of the
Transaction,, on account of ((x)) any distribution of cash,, property or securities by Counterparty to holders of the Convertible Notes
((upon conversion or otherwise)) or ((y)) any other transaction in which holders of the Convertible Notes are entitled to participate,, in
each case,, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence ((including,,
without limitation,, pursuant to [the [fourth] sentence of the [first] paragraph of Section [11440044((c))] of the Indenture] 1166 or [the [fourth]
sentence of Section [11440044((d))] of the Indenture]1177))

Method of Adjustment::

Calculation Agent Adjustment,, which means that,, notwithstanding Section 111122((c)) of the Equity Definitions,, upon any Potential
Adjustment Event,, the Calculation Agent,, acting in good faith and commercially reasonably,, taking into account the relevant
provisions of the Indenture,, shall make a corresponding adjustment to any one or more of the Strike Price,, Number of Options,, Option
Entitlement and any other variable relevant to the exercise,, settlement or payment for the Transaction

¹¹⁶⁶ Include cross reference to provision in the Indenture providing for pass--through of Distributed Property,, at the same time as it is received by holders of the Shares,, in lieu of a Conversion Rate adjustment..

¹¹⁷⁷ Include cross reference to provision in the Indenture providing for pass--through of cash,, at the same time as it is received by holders of the Shares,, in lieu of a Conversion Rate adjustment..

Notwithstanding the foregoing and "Consequences of Merger Events // Tender Offers" below::

((i)) if the Calculation Agent in good faith disagrees with any adjustment to the Convertible Notes that involves an exercise of discretion by Counterparty or its board of directors ((including,, without limitation,, pursuant to Section [1144..0055] ¹¹⁸⁸ of the Indenture,, Section [1144..0077]1199 of the Indenture or any supplemental indenture entered into thereunder or in connection with any proportional adjustment or the determination of the fair value of any securities,, property,, rights or other assets)),, then in each such case,, the Calculation Agent will determine the corresponding adjustment to be made to any one or more of the Strike Price,, Number of Options,, Option Entitlement and any other variable relevant to the exercise,, settlement or payment for the Transaction in a commercially reasonable manner,, taking into account the relevant provisions of the Indenture;; provided that,, notwithstanding the foregoing,, if any Potential Adjustment Event occurs during the Settlement Averaging Period but no adjustment was made to any Convertible Note under the Indenture because the relevant Holder ((as such term is defined in the Indenture)) was deemed to be a record owner of the underlying Shares on the related Conversion Date,, then the Calculation Agent shall make a commercially reasonable adjustment,, as determined by it,, to the terms hereof in order to account for such Potential Adjustment Event;;
((ii)) in connection with any Potential Adjustment Event as a result of an event or condition set forth in Section [1144..0044((b))] ²²⁰⁰ of the Indenture or Section [1144..0044((c))]2211 of the Indenture where,, in either case,, the period for determining "Y" ((as such term is used in Section [1144..0044((b))] of the Indenture)) or "SP00" ((as such term is used in Section [1144..0044((c))] of the Indenture)),, as the case may be,, begins before Counterparty has publicly announced the event or condition giving rise to such Potential Adjustment Event,, then the Calculation Agent shall have the right to adjust,, in good faith and in a commercially reasonable manner,, taking into account the terms of the Indenture,, any variable relevant to the exercise,, settlement or payment for the Transaction as appropriate to reflect the costs ((including,, but not limited to,, hedging mismatches and market losses)) and expenses incurred by Dealer in connection with its commercially reasonable hedging activities as a result of such event or condition not having been publicly announced prior to the beginning of such period;; and

¹¹⁸⁸ Include cross --reference to specific paragraph of the section of the Indenture providing for adjustments where a Conversion Rate adjustment occurs during a period over which VWAP,, conversion value,, settlement amount or closing price is calculated..

¹¹⁹⁹ Include cross--reference to Indenture section relating to merger events..

²²⁰⁰ Include cross--reference to section of the Indenture providing for an adjustment to the Conversion Rate in connection with a below--market rights,, options or warrants offering..

²²¹¹ Include cross--reference to section of the Indenture providing for an adjustment to the Conversion Rate in connection with distributions of Distributed Property..

((iii)) if any Potential Adjustment Event is declared and ((a)) the event or condition giving rise to such Potential Adjustment Event is subsequently amended,, modified,, cancelled or abandoned,, ((b)) the "Conversion Rate " ((as defined in the Indenture)) is otherwise not adjusted at the time or in the manner contemplated by the relevant Dilution Adjustment Provision based on such declaration or ((c)) the "Conversion Rate " ((as defined in the Indenture)) is adjusted as a result of such Potential Adjustment Event and subsequently re --adjusted ((each of clauses ((a)),, ((b)) and ((c)),, a "Potential Adjustment Event Change ")) then,, in each case,, the Calculation Agent shall have the right to adjust,, in good faith and in a commercially reasonable manner,, taking into account the terms of the Indenture,, any variable relevant to the exercise,, settlement or payment for the Transaction as appropriate to reflect the costs ((including,, but not limited to,, hedging mismatches and market losses)) and commercially reasonable expenses incurred by Dealer in connection with its commercially reasonable hedging activities as a result of such Potential Adjustment Event Change..

For the avoidance of doubt,, if Dealer,, the Calculation Agent or the Determining Party is required to make any calculation,, adjustment or determination under this Section 33 by reference to any adjustment to the Convertible Notes or any adjustment,, calculation or determination under the Indenture at a time at which the Convertible Notes are no longer outstanding,, Dealer,, the Calculation Agent or the Determining Party,, as the case may be,, shall make such calculation,, adjustment or determination,, as applicable,, as if the Convertible Notes remained outstanding..

Dilution Adjustment Provisions:: Sections [1144..0044][((a)),, ((b)),, ((c)),, ((d)) and ((e))]2222 and Section [1144..0055]2233 of the Indenture..

²²²² Include cross--reference to specific paragraphs of the section of the Indenture containing anti--dilution adjustments to the Conversion Rate..

²²³³ Include cross --reference to specific paragraph of the section of the Indenture providing for adjustments where a Conversion Rate adjustment occurs during a period over which VWAP,, conversion value,, settlement amount or closing price is calculated..

Extraordinary Events applicable to the Transaction::

Merger Events::	Applicable;; provided that notwithstanding Section 112211((b)) of the Equity Definitions,, a "Merger Event" means the occurrence of any event or condition set forth in the definition of "Merger Event" in Section [11440077((a))]2244 of the Indenture
Tender Offers::	Applicable;; provided that notwithstanding Section 112211((d)) of the Equity Definitions,, a "Tender Offer " means the occurrence of any event or condition set forth in Section [11440044((e))]2255 of the Indenture
Consequences of Merger Events//Tender Offers::	Notwithstanding Section 112222 and Section 112233 of the Equity Definitions,, upon the occurrence of a Merger Event or a Tender Offer,, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares ((in the case of a Merger Event)),, Strike Price,, Number of Options,, Option Entitlement and any other variable relevant to the exercise,, settlement or payment for the Transaction,, subject to the second paragraph under "Method of Adjustment";; provided,, however,, that ((11)) such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision and ((22)) in respect of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event,, the Calculation Agent shall have the right to adjust any variable relevant to the exercise,, settlement or payment for the Transaction as appropriate to compensate Dealer for any losses ((including,, without limitation,, market losses customary for transactions similar to the Transaction with counterparties similar to Counterparty)) solely as a result of any mismatch on its Hedge Position,, assuming Dealer maintains a commercially reasonable Hedge Position,, and the type and amount of consideration actually paid or issued to the holders of Shares in respect of such Merger Event;; provided further that if ((x)) with respect to any Merger Event or any Tender Offer,, ((i)) ((A)) the consideration for the Shares includes ((or,, at the option of a holder of Shares,, may include)) shares of an entity or person that is either ((11)) neither a corporation nor an entity that is treated as a corporation for US federal income tax purposes or ((22)) not organized under the laws of Israel,, the United States,, any State thereof or the District of Columbia or ((B)) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be either a corporation or an entity that is treated as a corporation for US federal income tax purposes or will not be organized under the laws of Israel,, the United States,, any State thereof or the District of Columbia and ((ii)) Dealer determines at any time following the occurrence of such Merger Event or Tender Offer that ((A)) such Merger Event or Tender Offer has had or will have an adverse effect on Dealer under the Transaction or ((B)) Dealer will incur or has incurred an increased ((as compared with circumstances existing on the Trade Date)) amount of tax,, duty,, expense or fee to ((11)) acquire,, establish,, re--establish,, substitute,, maintain,, unwind or dispose of any transaction((s)) or asset ((s)) it deems necessary or appropriate to hedge the economic risk of entering into and performing its obligations with respect to the Transaction or ((22)) realize,, recover or remit the proceeds of any such transaction((s)) or asset((s)) or ((y)) a Prohibited Foreign Transaction occurs,, then,, in the case of either clause ((x)) or clause ((y)),, Cancellation and Payment ((Calculation Agent Determination)) may apply at Dealer's commercially reasonable election;; provided further that,, for the avoidance of doubt,, adjustments shall be made pursuant to the provisions set forth above regardless of whether the Notes become convertible pursuant to Section [11440011((b))((iii))]2266 of the Indenture as a result of such Merger Event or Tender Offer

Merger Events::

Applicable;; provided that notwithstanding Section 112211((b)) of the Equity Definitions,, a "Merger Event" means the occurrence of any
event or condition set forth in the definition of "Merger Event" in Section [11440077((a))]2244 of the Indenture

Tender Offers::

Applicable;; provided that notwithstanding Section 112211((d)) of the Equity Definitions,, a "Tender Offer " means the occurrence of any
event or condition set forth in Section [11440044((e))]2255 of the Indenture

Consequences of Merger Events//Tender
Offers::

Notwithstanding Section 112222 and Section 112233 of the Equity Definitions,, upon the occurrence of a Merger Event or a Tender Offer,, the
Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the
nature of the Shares ((in the case of a Merger Event)),, Strike Price,, Number of Options,, Option Entitlement and any other variable
relevant to the exercise,, settlement or payment for the Transaction,, subject to the second paragraph under "Method of Adjustment";;
provided,, however,, that ((11)) such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to any
Excluded Provision and ((22)) in respect of any election by the holders of Shares with respect to the consideration due upon
consummation of any Merger Event,, the Calculation Agent shall have the right to adjust any variable relevant to the exercise,,
settlement or payment for the Transaction as appropriate to compensate Dealer for any losses ((including,, without limitation,, market
losses customary for transactions similar to the Transaction with counterparties similar to Counterparty)) solely as a result of any
mismatch on its Hedge Position,, assuming Dealer maintains a commercially reasonable Hedge Position,, and the type and amount of
consideration actually paid or issued to the holders of Shares in respect of such Merger Event;; provided further that if ((x)) with respect
to any Merger Event or any Tender Offer,, ((i)) ((A)) the consideration for the Shares includes ((or,, at the option of a holder of Shares,, may
include)) shares of an entity or person that is either ((11)) neither a corporation nor an entity that is treated as a corporation for US
federal income tax purposes or ((22)) not organized under the laws of Israel,, the United States,, any State thereof or the District of
Columbia or ((B)) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be either a corporation or an
entity that is treated as a corporation for US federal income tax purposes or will not be organized under the laws of Israel,, the United
States,, any State thereof or the District of Columbia and ((ii)) Dealer determines at any time following the occurrence of such Merger
Event or Tender Offer that ((A)) such Merger Event or Tender Offer has had or will have an adverse effect on Dealer under the
Transaction or ((B)) Dealer will incur or has incurred an increased ((as compared with circumstances existing on the Trade Date)) amount
of tax,, duty,, expense or fee to ((11)) acquire,, establish,, re--establish,, substitute,, maintain,, unwind or dispose of any transaction((s)) or asset
((s)) it deems necessary or appropriate to hedge the economic risk of entering into and performing its obligations with respect to the
Transaction or ((22)) realize,, recover or remit the proceeds of any such transaction((s)) or asset((s)) or ((y)) a Prohibited Foreign Transaction
occurs,, then,, in the case of either clause ((x)) or clause ((y)),, Cancellation and Payment ((Calculation Agent Determination)) may apply at
Dealer's commercially reasonable election;; provided further that,, for the avoidance of doubt,, adjustments shall be made pursuant to
the provisions set forth above regardless of whether the Notes become convertible pursuant to Section [11440011((b))((iii))]2266 of the Indenture
as a result of such Merger Event or Tender Offer

²²⁴⁴ Include cross--reference to the section of the Indenture describing consequences of merger events..

²²⁵⁵ Include cross--reference to the section of the Indenture describing consequences of tender offers..

Prohibited Foreign Transaction::	A Merger Event pursuant to which Counterparty following consummation thereof is either ((x)) an entity other than a corporation or entity that is treated as a corporation for US federal income tax purposes or ((y)) organized and existing under the laws of a jurisdiction other than Israel,, the United States,, any State thereof,, the District of Columbia,, Bermuda,, the British Virgin Islands,, the Cayman Islands,, Guernsey,, Jersey,, the Netherlands,, Switzerland,, Luxembourg,, Ireland or the United Kingdom
Notice of Merger Consideration::	Upon the occurrence of a Merger Event,, Counterparty shall reasonably promptly ((but in no event later than the date on which such Merger Event is consummated)) notify the Calculation Agent of,, in the case of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration ((determined based in part upon any form of stockholder election)),, the weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event
Consequences of Announcement Events::	Modified Calculation Agent Adjustment as set forth in Section 112233((d)) of the Equity Definitions;; provided that,, in respect of an Announcement Event,, ((x)) references to "Tender Offer" shall be replaced by references to "Announcement Event" and references to "Tender Offer Date " shall be replaced by references to "date of such Announcement Event",, ((y)) the word "shall" in the second line shall be replaced with "shall,, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction",, the phrase "exercise,, settlement,, payment or any other terms of the Transaction ((including,, without limitation,, the spread))" shall be replaced with the phrase "Cap Price ((provided that in no event shall the Cap Price be less than the Strike Price)) " and the words "whether within a commercially reasonable ((as determined by the Calculation Agent)) period of time prior to or after the Announcement Event" shall be inserted prior to the word "which" in the seventh line of such Section 112233((d)),, and ((z)) for the avoidance of doubt,, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the Transaction ((and,, if so,, shall adjust the Cap Price accordingly)) on one or more occasions on or after the date of the Announcement Event up to,, and including,, the Expiration Date,, any Early Termination Date and//or any other date of cancellation,, expiration,, withdrawal or termination,, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and shall not be duplicative with any other adjustment or cancellation valuation made pursuant to this Confirmation,, the Equity Definitions or the Agreement;; provided that in no event shall the Cap Price be adjusted to be less than the Strike Price An Announcement Event shall be an "Extraordinary Event" for purposes of the Equity Definitions,, to which Article 1122 of the Equity Definitions is applicable

Prohibited Foreign Transaction::

A Merger Event pursuant to which Counterparty following consummation thereof is either ((x)) an entity other than a corporation or
entity that is treated as a corporation for US federal income tax purposes or ((y)) organized and existing under the laws of a jurisdiction
other than Israel,, the United States,, any State thereof,, the District of Columbia,, Bermuda,, the British Virgin Islands,, the Cayman
Islands,, Guernsey,, Jersey,, the Netherlands,, Switzerland,, Luxembourg,, Ireland or the United Kingdom

Notice of Merger Consideration::

Upon the occurrence of a Merger Event,, Counterparty shall reasonably promptly ((but in no event later than the date on which such
Merger Event is consummated)) notify the Calculation Agent of,, in the case of a Merger Event that causes the Shares to be converted
into the right to receive more than a single type of consideration ((determined based in part upon any form of stockholder election)),, the
weighted average of the types and amounts of consideration actually received by holders of Shares upon consummation of such
Merger Event

Consequences of Announcement Events::

Modified Calculation Agent Adjustment as set forth in Section 112233((d)) of the Equity Definitions;; provided that,, in respect of an
Announcement Event,, ((x)) references to "Tender Offer" shall be replaced by references to "Announcement Event" and references to
"Tender Offer Date " shall be replaced by references to "date of such Announcement Event",, ((y)) the word "shall" in the second line
shall be replaced with "shall,, if the Calculation Agent determines that such Announcement Event has had a material economic effect on
the Transaction",, the phrase "exercise,, settlement,, payment or any other terms of the Transaction ((including,, without limitation,, the
spread))" shall be replaced with the phrase "Cap Price ((provided that in no event shall the Cap Price be less than the Strike Price)) " and
the words "whether within a commercially reasonable ((as determined by the Calculation Agent)) period of time prior to or after the
Announcement Event" shall be inserted prior to the word "which" in the seventh line of such Section 112233((d)),, and ((z)) for the avoidance
of doubt,, the Calculation Agent may determine whether the relevant Announcement Event has had a material economic effect on the
Transaction ((and,, if so,, shall adjust the Cap Price accordingly)) on one or more occasions on or after the date of the Announcement
Event up to,, and including,, the Expiration Date,, any Early Termination Date and//or any other date of cancellation,, expiration,,
withdrawal or termination,, it being understood that any adjustment in respect of an Announcement Event shall take into account any
earlier adjustment relating to the same Announcement Event and shall not be duplicative with any other adjustment or cancellation
valuation made pursuant to this Confirmation,, the Equity Definitions or the Agreement;; provided that in no event shall the Cap Price
be adjusted to be less than the Strike Price An Announcement Event shall be an "Extraordinary Event" for purposes of the Equity
Definitions,, to which Article 1122 of the Equity Definitions is applicable

²²⁶⁶ Include cross--reference to the section of the Indenture describing Early Conversion

Announcement Event::	((i)) The public announcement by Issuer,, any subsidiary or affiliate of Issuer,, or a Valid Third Party of ((x)) any transaction or event that is reasonably likely to be completed ((as determined by the Calculation Agent taking into account the effect of such announcement on the market for the Shares and//or options on the Shares)) and,, if completed,, would constitute a Merger Event or Tender Offer,, ((y)) any potential acquisition or disposition by Issuer and//or any of its subsidiaries where the aggregate consideration exceeds 3355%% of the market capitalization of Issuer as of the date of such announcement ((a "Transformative Transaction")) or ((z)) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction,, ((ii)) the public announcement by Issuer,, any of its affiliate and//or any of its subsidiaries of an intention to solicit or enter into,, or to explore strategic alternatives or other similar undertaking that may include,, a Merger Event or Tender Offer or a Transformative Transaction or ((iii)) any subsequent public announcement by any relevant entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause ((i)) or ((ii)) of this sentence ((including,, without limitation,, a new announcement,, whether or not by the same party,, relating to such a transaction or intention or the announcement of a withdrawal from,, or the abandonment or discontinuation of,, such a transaction or intention)),, as determined by the Calculation Agent For the avoidance of doubt,, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention For purposes of this definition of "Announcement Event,," ((A)) "Merger Event" shall mean such term as defined under Section 112211((b)) of the Equity Definitions ((but,, for the avoidance of doubt,, the remainder of the definition of "Merger Event" in Section 112211((b)) of the Equity Definitions following the definition of "Reverse Merger" therein shall be disregarded)) and ((B)) "Tender Offer" shall mean such term as defined under Section 112211((d)) of the Equity Definitions;; provided that "1100%%" in the third line thereof shall be replaced with "2200%%"
Valid Third Party::	In respect of any transaction of the type described in the Announcement Event definition,, any third party,, any of its affiliates and//or any of its subsidiaries that has a bona fide intent to enter into or consummate such transaction ((it being understood and agreed that in determining whether such third party has such a bona fide intent,, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and//or options relating to the Shares))
Nationalization,, Insolvency or Delisting::	Cancellation and Payment ((Calculation Agent Determination));; provided that,, in addition to the provisions of Section 112266((a))((iii)) of the Equity Definitions,, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re--listed,, re --traded or re --quoted on any of the New York Stock Exchange,, The Nasdaq Global Select Market or The Nasdaq Global Market ((or their respective successors));; if the Shares are immediately re --listed,, re--traded or re--quoted on any of the New York Stock Exchange,, The Nasdaq Global Select Market or The Nasdaq Global Market ((or their respective successors)),, such exchange or quotation system shall thereafter be deemed to be the Exchange
Additional Disruption Events::
Change in Law::	Applicable;; provided that Section 112299((a))((ii)) of the Equity Definitions is hereby amended by ((i)) replacing the phrase "the interpretation" in the third line thereof with the phrase ",, or public announcement of,, the formal or informal interpretation",, ((ii)) replacing the word "Shares" where it appears in clause ((X)) thereof with the words "Hedge Position",, ((iii)) replacing the parenthetical beginning after the word "regulation" in the second line thereof with the words "((including,, for the avoidance of doubt and without limitation,, ((x)) any tax law or ((y)) adoption,, effectiveness or promulgation of new regulations authorized or mandated by existing statute))",, ((iv)) adding the words ",, or holding acquiring or disposing of Shares or any Hedge Positions relating to,, " after the words "obligations under" in clause ((Y)) thereof and ((v)) adding the words "provided that in the case of clause ((Y)) hereof and any law,, regulation or interpretation,, the consequence of such law,, regulation or interpretation is applied consistently by Dealer to all of its similarly situated counterparties and similar transactions Notwithstanding anything to the contrary herein or in the Equity Definitions,, upon the occurrence of the "Change in Law" as set forth in clause ((Y)) of Section 112299((a))((ii)) of the Equity Definitions,, the provisions applicable to an "Increased Cost of Hedging " as set forth in Section 112299((b))((vi)) of the Equity Definitions shall apply to such "Change in Law " ((in lieu of the provisions set forth in Section 112299((b))((i))))

Failure to Deliver::	Applicable
Hedging Disruption::	Applicable;; provided that::
	Section 112299((a))((v)) of the Equity Definitions is hereby amended by ((a)) inserting the following words at the end of clause ((A)) ((i)) thereof:: "in the manner contemplated by the Hedging Party on the Trade Date " and ((b)) inserting the following two phrases at the end of such Section::
	"For the avoidance of doubt,, the term "equity price risk" shall be deemed to include,, but shall not be limited to,, stock price and volatility risk And,, for the further avoidance of doubt,, any such transactions or assets referred to in phrases ((A)) or ((B)) above must be available on commercially reasonable pricing terms";; and
	Section 112299((b))((iii)) of the Equity Definitions is hereby amended by inserting in the third line thereof,, after the words "to ((ii)) terminate the Transaction ",, the words "or,, if a portion of the Transaction is affected by such Hedging Disruption ((as commercially reasonably determined by the Hedging Party)),, such portion of the Transaction affected by such Hedging Disruption"
	Notwithstanding anything to the contrary herein or in the Equity Definitions,, in no event will a Hedging Disruption occur solely due to the deterioration of the creditworthiness of the Hedging Party relative to other comparable financial institutions
Increased Cost of Hedging::	Applicable solely with respect to a "Change in Law" described in clause ((Y)) of Section 112299((a))((ii)) of the Equity Definitions as set forth in the last sentence opposite the caption "Change in Law" above
Hedging Party::	For all applicable Additional Disruption Events,, Dealer
Determining Party::	For all applicable Extraordinary Events,, Dealer;; provided that when making any determination,, adjustments or calculation as "Determining Party,," Dealer shall make such determinations,, adjustments or calculations in good faith and in a commercially reasonable manner
	The Determining Party shall provide written notice to Counterparty of any determination,, adjustments or calculation by Determining Party hereunder Following delivery of such notice,, the Determining Party will,, promptly ((but in any event within three ((33)) Scheduled Trading Days)) after receiving Counterparty 's written request,, provide to Counterparty by email to the email address provided by Counterparty in such request a report ((in a commonly used file format for the storage and manipulation of financial data)) displaying in reasonable detail the basis for such determination,, adjustment or calculation ((including any assumptions used in making such determination,, adjustment or calculation)),, it being understood that the Determining Party shall not be obligated to disclose any proprietary or confidential models used by it for such determination,, adjustment or calculation or any information that may be proprietary or confidential or subject to an obligation not to disclose such information

	Non--Reliance::	Applicable
	Regarding Hedging Activities:: Additional Acknowledgments::	Agreements and Acknowledgments Applicable Applicable
44	Calculation Agent	Dealer,, whose judgments,, determinations,, adjustments and calculations shall be made in good faith and in a commercially reasonable manner;; provided that,, following the occurrence and during the continuance of an Event of Default of the type described in Section 55 ((a))((vii)) of the Agreement with respect to which Dealer is the sole Defaulting Party,, if the Calculation Agent fails to timely make any calculation,, adjustment or determination required to be made by the Calculation Agent hereunder and such failure continues for five ((55)) Exchange Business Days following written notice to the Calculation Agent by Counterparty of such failure,, Counterparty shall have the right to designate a nationally recognized third --party dealer in over --the--counter corporate equity derivatives to act,, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default,, as the Calculation Agent Following any determination,, adjustment or calculation by the Calculation Agent hereunder,, upon a request by Counterparty,, the Calculation Agent shall promptly ((but in any event within three ((33)) Scheduled Trading Days)) provide to Counterparty by e--mail to the e--mail address provided by Counterparty in such request a report ((in a commonly used file format for the storage and manipulation of financial data)) displaying in reasonable detail the basis for such determination,, adjustment or calculation ((including any assumptions used in making such determination,, adjustment or calculation)),, it being understood that the Calculation Agent shall not be obligated to disclose any proprietary or confidential models used by it for such determination,, adjustment or calculation or any information that may be proprietary or confidential or subject to an obligation not to disclose such information

55.. Account Details..

((a)) Account for payments to Counterparty::

Bank::	[______]
ABA##::	[______]
AcctNo::	[______]
Beneficiary::	[______]
Ref::	[______]

Account for delivery of Shares to Counterparty::

To be provided by Counterparty..

((b)) Account for payments to Dealer::

To be provided by Dealer..

Account for delivery of Shares from Dealer::

To be provided by Dealer..

66.. Offices..

((a)) The Office of Counterparty for the Transaction is:: Inapplicable,, Counterparty is not a Multibranch Party..

((b)) The Office of Dealer for the Transaction is:: [•]

77.. Notices..

((a)) Address for notices or communications to Counterparty::

Nova Ltd
55 David Fikes St
Rehovot 77663322880055,, Israel

Attention::	[____]
Telephone No:: [____]
Facsimile No::	[____]2277

((b)) Address for notices or communications to Dealer::

[•]

88.. Representations and Warranties of Counterparty..

Counterparty hereby represents and warrants to Dealer on the date hereof and on and as of the Premium Payment Date that::

((a)) Counterparty has all necessary corporate power and authority to execute,, deliver and perform its obligations in respect of the Transaction;; such execution,, delivery and performance have been duly authorized by all necessary corporate action on Counterparty 's part;; and this Confirmation has been duly and validly executed and delivered by Counterparty and constitutes its valid and binding obligation,, enforceable against Counterparty in accordance with its terms,, subject to applicable bankruptcy,, insolvency,, fraudulent conveyance,, reorganization,, moratorium and similar laws affecting creditors' rights and remedies generally,, and subject,, as to enforceability,, to general principles of equity,, including principles of commercial reasonableness,, good faith and fair dealing ((regardless of whether enforcement is sought in a proceeding at law or in equity)) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto..
((b)) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Counterparty hereunder will conflict with or result in a breach of the certificate of incorporation or by--laws ((or any equivalent documents)) of Counterparty,, or any applicable law or regulation,, or any order,, writ,, injunction or decree of any court or governmental authority or agency,, or any agreement or instrument filed as an exhibit to Counterparty 's Annual Report on Form 2200 --F for the fiscal year ended December 3311,, 22002244,, as updated by any subsequent filings,, to which Counterparty or any of its subsidiaries is a party or by which Counterparty or any of its subsidiaries is bound or to which Counterparty or any of its subsidiaries is subject,, or constitute a default under,, or result in the creation of any lien under,, any such agreement or instrument..

²²⁷⁷ Company to provide..

((c)) No consent,, approval,, authorization,, or order of,, or filing with,, any governmental agency or body or any court is required in connection with the execution,, delivery or performance by Counterparty of this Confirmation ((together with any concurrent repurchase of Shares)),, except such as have been obtained or made and such as may be required under the Securities Act or state securities laws..
((d)) Counterparty is not and,, after consummation of the transactions contemplated hereby,, will not be required to register as an "investment company" as such term is defined in the Investment Company Act of 11994400,, as amended..
((e)) Counterparty is an "eligible contract participant" ((as such term is defined in Section 11a((1188)) of the Commodity Exchange Act,, as amended,, other than a person that is an eligible contract participant under Section 11a((1188))((C)) of the Commodity Exchange Act))..
((f)) Counterparty is not,, on the date hereof,, in possession of any material non--public information with respect to Counterparty or the Shares..
((g)) To Counterparty's actual knowledge,, no state or local ((including any non--U..S.. jurisdiction's)) law,, rule,, regulation or regulatory order applicable to the Shares would give rise to any reporting,, consent,, registration or other requirement ((including without limitation a requirement to obtain prior approval from any person or entity)) as a result of Dealer or its affiliates owning or holding ((however defined)) Shares,, in each case,, other than U..S.. federal securities laws generally applicable to transactions relating to common equity securities of foreign private issuers listed on the Exchange..
((h)) Counterparty ((A)) is capable of evaluating investment risks independently,, both in general and with regard to all transactions and investment strategies involving a security or securities;; ((B)) will exercise independent judgment in evaluating the recommendations of any broker--dealer or its associated persons,, unless it has otherwise notified the broker- dealer in writing;; and ((C)) has total assets of at least USD 5500 million..
((i)) The assets of Counterparty do not constitute "plan assets" under the Employee Retirement Income Security Act of 11997744,, as amended,, the Department of Labor Regulations promulgated thereunder or similar law..
((j)) On and immediately after each of the Trade Date and the Premium Payment Date,, ((A)) Counterparty is not "insolvent" ((as such term is defined under Section 110011((3322)) of the U..S.. Bankruptcy Code ((Title 1111 of the United States Code)) ((the "Bankruptcy Code")))) and ((B)) is not insolvent under Section 22 of the Israeli Insolvency and Economic Rehabilitation Law,, 22001188..
((k)) Neither the Counterparty nor its subsidiaries nor any of their properties or assets has any immunity from the jurisdiction of any court or from any legal process ((whether through service or notice,, attachment prior to judgment,, attachment in aid of execution or otherwise)) under the laws of the State of Israel..
((l)) Any final judgment rendered by a state or federal court of the United States or of any of its territories or possessions or of the District of Columbia ((collectively,, the "Relevant Courts" and each,, a "Relevant Court ")) having jurisdiction under its own domestic laws in respect of any suit,, action or proceeding arising out of or based upon this Confirmation,, the Agreement or the Transaction (( "Related Proceedings")) against Counterparty would be conclusive in the State of Israel as to any matter thereby directly adjudicated upon between the same parties or between parties under whom they or any of them claim litigation under the same title without review of the merits of the cause of action in respect of which the original judgment was given.. Any final judgment for a fixed or readily calculable sum of money rendered by a Relevant Court having jurisdiction under its own domestic laws in respect of any Related Proceeding against Counterparty would be declared enforceable against Counterparty without re --examination or review of the merits of the cause of action in respect of which the original judgment was given or re --litigation of the matters adjudicated upon by the courts of the State of Israel,, subject to the limitations described in the Offering Memorandum under "Enforceability of Civil Liabilities.."

((m)) The choice of the laws of the State of New York as the governing law as provided in Section 11 is a valid choice of law under the laws of the State of Israel and courts in the State of Israel,, applying the laws of the State of Israel,, would give effect to the express choice of laws of the State of New York as provided in Section 11.. Counterparty has the power to submit,, and pursuant to Section 1133((b))((i))((22)) of the Agreement,, has legally,, validly,, effectively and irrevocably submitted,, to the personal jurisdiction of each of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City ((collectively,, the "New York Courts" and each,, a "New York Court ")) in any Related Proceedings and has validly and irrevocably waived any objection which it may have at any time to the laying of venue of any Related Proceedings in any New York Court in accordance with Section 1133((b))((i))((ii)) of the Agreement;; and Counterparty has the power to designate,, appoint and empower,, and pursuant to Section 11 of this Confirmation,, has legally,, validly and effectively designated,, appointed and empowered,, an authorized Process Agent for service of process in any Related Proceedings,, and service of process effected on such Process Agent will be effective to confer valid personal jurisdiction over Counterparty..

99.. Other Provisions..

((a)) Opinions.. Counterparty shall deliver to Dealer opinions of New York and Israeli counsel,, each dated as of the Premium Payment Date,, with respect to the matters set forth in Sections 88((a)) through ((c)) of this Confirmation;; provided that any such opinions of counsel may contain customary exceptions and qualifications.. Delivery of such opinions to Dealer shall be a condition precedent for the purpose of Section 22((a))((iii)) of the Agreement with respect to each obligation of Dealer under Section 22((a))((i)) of the Agreement..
((b)) Repurchase Notices.. If at any time Counterparty ceases to qualify as a "foreign private issuer" as defined in Rule 33b--44 under the Exchange Act or the Shares otherwise become subject to Section 1166 of the Exchange Act,, Counterparty shall,, on or prior to the date one Scheduled Trading Day immediately following any date on which Counterparty has effected any repurchase of Shares,, promptly give Dealer a written notice of such repurchase ((a "Repurchase Notice")) on such day if following such repurchase,, the number of outstanding Shares as determined on such day is ((i)) less than [__]2288 million ((in the case of the first such notice)) or ((ii)) thereafter more than [__]2299 million less than the number of Shares included in the immediately preceding Repurchase Notice;; provided that,, with respect to any repurchase of Shares pursuant to a plan under Rule 1100b55 --11 under the Exchange Act,, Counterparty may elect to satisfy such requirement by promptly giving Dealer written notice of the entry into such plan,, the maximum number of Shares that may be repurchased thereunder and the approximate dates or periods during which such repurchases may occur ((with such maximum deemed repurchased on the date of such notice for purposes of this Section 99((b)))).. Notwithstanding the foregoing or anything to the contrary,, Counterparty agrees that,, if Counterparty ceases to qualify as a "foreign private issuer" as defined in Rule 33b--44 under the Exchange Act or the Shares otherwise become subject to the requirements of Section 1166 of the Exchange Act,, Counterparty will ((x)) prior to the date that Counterparty ceases to qualify as a "foreign private issuer" as defined in Rule 33b--44 under the Exchange Act or the Shares otherwise become subject to the requirements of Section 1166 of the Exchange Act,, give Dealer a written notice of such event and ((y)) to indemnify and hold harmless Dealer and its affiliates and their respective officers,, directors,, employees,, affiliates,, advisors,, agents and controlling persons ((each,, an "Indemnified Person")) from and against any and all losses ((including losses relating to Dealer's hedging activities as a consequence of becoming,, or of the risk of becoming,, a Section 1166 "insider",, including without limitation,, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction)),, claims,, damages,, judgments,, liabilities and reasonable expenses ((including reasonable attorney 's fees)),, joint or several,, which an Indemnified Person may become subject to,, in each case,, as a result of Counterparty 's failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph,, and to reimburse,, within 3300 days,, upon written request,, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating,, preparing for,, providing testimony or other evidence in connection with or defending any of the foregoing.. If any suit,, action,, proceeding ((including any governmental or regulatory investigation)),, claim or demand shall be brought or asserted against the Indemnified Person as a result of Counterparty's failure to provide Dealer with a Repurchase Notice in accordance with this paragraph,, such Indemnified Person shall promptly notify Counterparty in writing,, and Counterparty,, upon request of the Indemnified Person,, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding.. Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent,, but if settled with such consent or if there be a final judgment for the plaintiff,, Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment.. Counterparty shall not,, without the prior written consent of the Indemnified Person,, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person,, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person.. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses,, claims,, damages or liabilities referred to therein,, then Counterparty hereunder,, in lieu of indemnifying such Indemnified Person thereunder,, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses,, claims,, damages or liabilities.. The remedies provided for in this paragraph ((b)) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction..

²²⁸⁸ Insert the number of Shares outstanding that would cause the current position in the Shares underlying the Transaction of the Dealer with the highest Applicable Percentage ((including the number of Shares underlying any additional transaction if the greenshoe is exercised in full,, and any Shares under pre--existing call option transactions with Counterparty)) to increase by 00..55%%.. ²²⁹⁹ Insert the number of Shares that,, if repurchased,, would cause the current position in the Shares underlying the Transaction of the Dealer with the highest Applicable Percentage ((including the number of Shares underlying any additional transaction if the greenshoe is exercised in full,, and any Shares under pre--existing call option transactions with Counterparty)) to increase by a further 00..55%% from the threshold for the first Repurchase Notice..

((c)) Regulation M .. Counterparty is not on the Trade Date engaged in a distribution,, as such term is used in Regulation M under the Exchange Act,, of any securities of Counterparty,, other than a distribution meeting the requirements of the exception set forth in Rules 110011((b))((1100)) and 110022((b))((77)) of Regulation M.. Counterparty shall not,, until the second Scheduled Trading Day immediately following the Effective Date,, engage in any such distribution..
((d)) No Manipulation.. Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares ((or any security convertible into or exchangeable for the Shares)) or to raise or depress or otherwise manipulate the price of the Shares ((or any security convertible into or exchangeable for the Shares)) or otherwise in violation of the Exchange Act..

((e)) Transfer or Assignment..

((i)) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all,, but not less than all,, of the Options hereunder ((such Options,, the "Transfer Options"));; provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose,, including but not limited,, to the following conditions::
- ((A)) With respect to any Transfer Options,, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9999((b)) or any obligations under Section 99((l)) or 99((q)) of this Confirmation;;
- ((B)) [Reserved];;
- ((C)) Such transfer or assignment shall be effected on terms,, including any reasonable undertakings by such third party ((including,, but not limited to,, an undertaking with respect to compliance with applicable securities laws in a manner that,, in the reasonable judgment of Dealer,, will not expose Dealer to material risks under applicable securities laws)) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty,, as are requested and reasonably satisfactory to Dealer;;
((D)) Under the applicable law effective on the date of such transfer and assignment,, ((11)) Dealer will not,, as a result of such transfer and assignment,, be required to pay the transferee on any payment date an amount under Section 22((d))((i))((44)) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment and ((22)) Dealer will not,, as a result of such transfer and assignment,, receive from the transferee on any payment date an amount under Section 22((d))((i))((44)) of the Agreement that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer and assignment;;
((E)) An Event of Default,, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment;;
((F)) Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that the results described in clauses ((D)) and ((E)) will not occur upon or after such transfer and assignment;; and
((G)) Counterparty shall be responsible for all reasonable costs and expenses,, including reasonable counsel fees,, incurred by Dealer in connection with such transfer or assignment..
((ii)) Dealer may,, without Counterparty's consent,, transfer or assign all or any part of its rights or obligations under the Transaction ((A)) to any affiliate or branch of Dealer ((11)) that has a long --term issuer credit rating that is equal to or better than Dealer 's credit rating at the time of such transfer or assignment,, or ((22)) whose obligations hereunder will be guaranteed,, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions,, by Dealer or Dealer's ultimate parent,, or ((B)) to any other wholly--owned direct or indirect subsidiary of Dealer's ultimate parent with a long--term issuer rating equal to or better than the greater of ((11)) the credit rating of Dealer at the time of the transfer and ((22)) A -- by Standard and Poor 's Rating Group,, Inc.. or its successor (( "S&&P")),, or A33 by Moody 's Investor Service,, Inc.. (("Moody's")) or,, if either S&&P or Moody's ceases to rate such debt,, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer;; provided that,, under the applicable law effective on the date of such transfer or assignment,, ((i)) Counterparty will not,, as a result of such transfer or assignment,, be required to pay the transferee or assignee on any payment date an amount under Section 22((d))((i))((44)) of the Agreement greater than an amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment and ((22)) Counterparty will not,, as a result of such transfer or assignment,, receive from the transferee or assignee on any payment date an amount under Section 22((d))((i))((44)) of the Agreement that is less than the amount that Counterparty would have received from Dealer in the absence of such transfer or assignment and ((ii)) Dealer shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that results described in clause ((i)) of this proviso will not occur upon or after such transfer or assignment.. If at any time at which ((A)) the Section 1166 Percentage exceeds 88..00%%,, ((B)) the Option Equity Percentage exceeds 1144..55%%,, or ((C)) the Share Amount exceeds the Applicable Share Limit ((if any applies)) ((any such condition described in clauses ((A)),, ((B)) or ((C)),, an "Excess Ownership Position ")),, Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists,, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction ((the "Terminated Portion")),, such that following such partial termination no Excess Ownership Position exists.. In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction,, a payment shall be made pursuant to Section 66 of the Agreement as if ((11)) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion,, ((22)) Counterparty were the sole Affected Party with respect to such partial termination and ((33)) the Terminated Portion were the sole Affected Transaction ((and,, for the avoidance of doubt,, the provisions of Section 99((j)) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party)).. The "Section 1166 Percentage" as of any day is the fraction,, expressed as a percentage,, ((A)) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the "beneficial ownership" test under Section 1133 of the Exchange Act,, or any "group" ((within the meaning of Section 1133 of the Exchange Act)) of which Dealer is or may be deemed to be a part beneficially owns ((within the meaning of Section 1133 of the Exchange Act)),, without duplication,, on such day ((or,, to the extent that for any reason the equivalent calculation under Section 1166 of the Exchange Act and the rules and regulations thereunder results in a higher number,, such higher number)) and ((B)) the denominator of which is the number of Shares outstanding on such day.. The "Option Equity Percentage" as of any day is the fraction,, expressed as a percentage,, ((A)) the numerator of which is the sum of ((11)) the product of the Number of Options and the Option Entitlement and ((22)) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty,, and ((B)) the denominator of which is the number of Shares outstanding.. The "Share Amount" as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer ((Dealer or any such person,, a "Dealer Person")) under any law,, rule,, regulation,, regulatory order or organizational documents or contracts of Counterparty that are,, in each case,, applicable to ownership of Shares (("Applicable Restrictions")),, owns,, beneficially owns,, constructively owns,, controls,, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction,, as determined by Dealer in its reasonable discretion.. The "Applicable Share Limit " means a number of Shares equal to ((A)) the minimum number of Shares that could give rise to reporting or registration obligations ((except for any filings of Form 1133F,, Schedule 1133D or Schedule 1133G under the Exchange Act as in effect on the Trade Date)) or other requirements ((including ((x)) obtaining prior approval from any person or entity or ((y)) becoming subject to any "interested shareholder " or similar restrictions in Counterparty's articles of association)) of a Dealer Person,, or could result in an adverse effect on a Dealer Person,, under any Applicable Restriction,, as determined by Dealer in its reasonable discretion,, minus ((B)) 11%% of the number of Shares outstanding..
((iii)) Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase,, sell,, receive or deliver any Shares or other securities,, or make or receive any payment in cash,, to or from Counterparty,, Dealer may designate any of its affiliates to purchase,, sell,, receive or deliver such Shares or other securities,, or to make or receive such payment in cash,, and otherwise to perform Dealer 's obligations in respect of the Transaction and any such designee may assume such obligations.. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance..
((f)) Staggered Settlement.. If upon advice of counsel with respect to applicable legal and regulatory requirements,, including any requirements relating to Dealer 's commercially reasonable hedging activities hereunder,, Dealer reasonably determines that it would not be practicable or advisable to deliver,, or to acquire Shares to deliver,, any or all of the Shares to be delivered by Dealer on any Settlement Date for the Transaction,, Dealer may,, by notice to Counterparty on or prior to any Settlement Date ((a "Nominal Settlement Date")),, elect to deliver the Shares on two or more dates ((each,, a "Staggered Settlement Date")) as follows::
- ((i)) in such notice,, Dealer will specify to Counterparty the related Staggered Settlement Dates ((the first of which will be on such Nominal Settlement Date and the last of which will be no later than the twentieth ((2200th)) Exchange Business Day following such Nominal Settlement Date)) and the number of Shares that it will deliver on each Staggered Settlement Date;;
- ((ii)) the aggregate number of Shares that Dealer will deliver to Counterparty hereunder on all such Staggered Settlement Dates will equal the number of Shares that Dealer would otherwise be required to deliver on such Nominal Settlement Date;; and
- ((iii)) if the Net Share Settlement terms or the Combination Settlement terms set forth above were to apply on the Nominal Settlement Date,, then the Net Share Settlement terms or the Combination Settlement terms,, as the case may be,, will apply on each Staggered Settlement Date,, except that the Shares otherwise deliverable on such Nominal Settlement Date will be allocated among such Staggered Settlement Dates as specified by Dealer in the notice referred to in clause ((i)) above..

((g)) Additional Termination Events..

((i)) Notwithstanding anything to the contrary in this Confirmation,, upon any conversion of a Convertible Note occurring prior to June 1155,, 22003300 ((any such conversion,, an "Early Conversion")) in respect of which a Notice of Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder::
- ((A)) Counterparty may,, within ten ((1100)) Scheduled Trading Days of the date on which the Holder of such Convertible Note satisfies all of the requirements for conversion thereof as set forth in Section [1144..0022((c))] ³³⁰⁰ of the Indenture ((the "Conversion Date")) for such Early Conversion,, provide written notice ((an "Early Conversion Notice")) to Dealer ((which Early Conversion Notice shall contain a written representation by Counterparty to Dealer that Counterparty is not,, on the date of such Early Conversion Notice,, in possession of any material non --public information with respect to Counterparty or the Shares)) specifying the number of Convertible Notes surrendered for conversion on such Conversion Date ((such Convertible Notes,, the "Affected Convertible Notes ")),, and the giving of such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause ((i)) (( provided that Counterparty acknowledges its responsibilities under applicable securities laws and the Companies Law,, and in particular Section 99 and Section 1100((b)) of the Exchange Act and the rules and regulations thereunder,, in respect of any delivery of an Early Conversion Notice));;[ and further provided that any Early Conversion Notice delivered to Dealer pursuant to the Base Call Option Transaction Confirmation letter agreement dated September [__],, 22002255 between Dealer and Counterparty ((the "Base Call Option Confirmation ")) shall be deemed to be an Early Conversion Notice pursuant to this Confirmation and the terms of such Early Conversion Notice shall apply,, mutatis mutandis,, to this Confirmation]3311;;
- ((B)) upon receipt of any such Early Conversion Notice,, Dealer shall designate an Exchange Business Day as an Early Termination Date ((which Exchange Business Day shall be no earlier than one Scheduled Trading Day following the Conversion Date for such Early Conversion)) with respect to the portion of the Transaction corresponding to a number of Options ((the "Affected Number of Options ")) equal to the lesser of ((x)) the number of Affected Convertible Notes [minus the "Affected Number of Options" ((as defined in the Base Call Option Transaction )),, if any,, that relate to such Affected Convertible Notes ((and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be among the Affected Number of Options hereunder or under,, and as defined in,, the Base Call Option Confirmation,, the Convertible Notes specified in such Early Conversion Notice shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated))] ³³²² and ((y)) the Number of Options as of the Conversion Date for such Early Conversion;;

³³⁰⁰ Include cross--reference to section((s)) of the Indenture setting forth the requirements for conversion of the Convertible Notes..

³³¹¹ Include in Additional Call Option Confirmation only..

((C)) any payment hereunder with respect to such termination shall be calculated pursuant to Section 66 of the Agreement as if ((x)) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the Affected Number of Options,, ((y)) Counterparty were the sole Affected Party with respect to such Additional Termination Event and ((z)) the terminated portion of the Transaction were the sole Affected Transaction;;
((D)) for the avoidance of doubt,, in determining the amount payable in respect of such Affected Transaction pursuant to Section 66 of the Agreement,, the Calculation Agent shall assume that ((x)) the relevant Early Conversion and any conversions,, adjustments,, agreements,, payments,, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred,, ((y)) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and ((z)) the corresponding Convertible Notes remain outstanding;; and
((E)) the Transaction shall remain in full force and effect,, except that,, as of the Conversion Date for such Early Conversion,, the Number of Options shall be reduced by the Affected Number of Options..
((ii)) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 66..0011 of the Indenture that results in the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture,, then such acceleration shall constitute an Additional Termination Event applicable to the Transaction and,, with respect to such Additional Termination Event,, ((A)) Counterparty shall be deemed to be the sole Affected Party,, ((B)) the Transaction shall be the sole Affected Transaction and ((C)) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 66((b)) of the Agreement..
((iii)) Within ten ((1100)) Scheduled Trading Days following any Repayment Event ((as defined below)),, Counterparty may notify Dealer of such Repayment Event and the aggregate principal amount of Convertible Notes subject to such Repayment Event ((any such notice,, a "Repayment Notice"))[;; provided that any "Repayment Notice" delivered to Dealer pursuant to the Base Call Option Confirmation shall be deemed to be a Repayment Notice pursuant to this Confirmation and the terms of such Repayment Notice shall apply,, mutatis mutandis,, to this Confirmation] ³³³³.. Such Repurchase Notice shall contain the representation and warranty that Counterparty is not,, on the date thereof,, in possession of any material non --public information with respect to Counterparty or the Shares.. Counterparty acknowledges its responsibilities under applicable securities laws and the Companies Law,, and in particular Section 99 and Section 1100((b)) of the Exchange Act and the rules and regulations thereunder,, in respect of any delivery of a Repayment Notice.. The receipt by Dealer from Counterparty of any Repayment Notice shall constitute an Additional Termination Event as provided in this Section 99((g))((iii)).. Upon receipt of any such Repayment Notice,, Dealer shall designate an Exchange Business Day following receipt of such Repayment Notice as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options ((the "Repayment Options")) equal to the lesser of ((A)) [((x))] the aggregate principal amount of such Convertible Notes specified in such Repayment Notice,, divided by USD 11,,000000,, [minus ((y)) the number of "Repayment Options" ((as defined in the Base Call Option Confirmation)),, if any,, that relate to such Convertible Notes ((and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be among the Repayment Options hereunder or under,, and as defined in,, the Base Call Option Confirmation,, the Convertible Notes specified in such Repayment Notice shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated))] ³³⁴⁴,, and ((B)) the Number of Options as of the date Dealer designates such Early Termination Date and,, as of such date,, the Number of Options shall be reduced by the number of Repayment Options.. Any payment hereunder with respect to such termination ((the "Repayment Unwind Payment ")) shall be calculated pursuant to Section 66 of the Agreement as if ((11)) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Repayment Options,, ((22)) Counterparty were the sole Affected Party with respect to such Additional Termination Event and ((33)) the terminated portion of the Transaction were the sole Affected Transaction.. "Repayment Event" means that ((i)) any Convertible Notes are repurchased ((whether in connection with or as a result of a fundamental change,, howsoever defined,, or for any other reason)) by Counterparty or any of its subsidiaries,, ((ii)) any Convertible Notes are delivered to Counterparty or any of its subsidiaries in exchange for delivery of any property or assets of such party ((howsoever described)),, ((iii)) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes ((for any reason other than as a result of an acceleration of the Convertible Notes that results in an Additional Termination Event pursuant to Section 99((g))((ii)))),, or 99((g))((iii)) any Convertible Notes are exchanged by or for the benefit of the "Holders" ((as defined in the Indenture)) thereof for any other securities of Counterparty or any of its subsidiaries ((or any other property,, or any combination thereof)) pursuant to any exchange offer or similar transaction.. For the avoidance of doubt,, any conversion of Convertible Notes ((whether into cash,, Shares,, "Reference Property" ((as defined in the Indenture)) or any combination thereof)) pursuant to the terms of the Indenture shall not constitute a Repayment Event..

³³²² Include in Additional Call Option Confirmation only..

³³³³ Insert for Additional Call Option Confirmation..

³³⁴⁴ Insert for Additional Call Option Confirmation..

((h)) Amendments to Equity Definitions..

((i)) Section 1111..22((e))((vii)) of the Equity Definitions is hereby amended by deleting the words "that may have a diluting or concentrative effect on the theoretical value of the relevant Shares" and replacing them with the words "that is the result of a corporate event involving Issuer or its securities that has a material effect on the Shares or the Options;; provided that such event is not based on ((a)) an observable market,, other than the market for Issuer's own stock or ((b)) an observable index,, other than an index calculated and measured solely by reference to Issuer's own operations"..
((ii)) Section 1122..66((a))((ii)) of the Equity Definitions is hereby amended by ((11)) inserting "((11))" immediately following the word "means" in the first line thereof and ((22)) inserting immediately prior to the semi--colon at the end of subsection ((B)) thereof the following words:: "or ((22)) the occurrence of any of the events specified in Section 55((a))((vii))((11)) through ((99)) of the ISDA Master Agreement with respect to that Issuer"..
((iii)) Section 1122..99((b))((i)) of the Equity Definitions is hereby amended by ((11)) replacing "either party may elect" with "Dealer may elect " and ((22)) replacing "notice to the other party" with "notice to Counterparty" in the first sentence of such section..
((iv)) Section 1122..99((b))((vi)) of the Equity Definitions is hereby amended by adding the following phrase at the end of subsection ((C)):: ";; provided that the Non--Hedging Party may elect to terminate the Transaction as of that second Scheduled Trading Day only if the Non --Hedging Party represents and warrants,, in writing,, to the Hedging Party that the Non--Hedging Party is not,, on that second Scheduled Trading Day,, in possession of any material non--public information with respect to Counterparty or the Shares"..
((v)) Section 1122((a)) of the Agreement is hereby amended by deleting the phrase "or e--mail" in the third line thereof..
((i)) No Netting or Set--off.. The provisions of Section 22((c)) of the Agreement shall not apply to the Transaction.. Each party waives any and all rights it may have to set--off delivery or payment obligations it owes to the other party under the Transaction against any delivery or payment obligations owed to it by the other party under any other agreement between parties hereto,, by operation of law or otherwise..

((j)) Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events .. If ((a)) an Early Termination Date ((whether as a result of an Event of Default or a Termination Event)) occurs or is designated with respect to the Transaction or ((b)) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event ((except as a result of ((i)) a Nationalization,, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash,, ((ii)) an Announcement Event,, Merger Event or Tender Offer that is within Counterparty 's control,, or ((iii)) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 55((a))((iii)),, ((v)),, ((vi)),, ((vii)) or ((viii)) of the Agreement or a Termination Event of the type described in Section 55((b)) of the Agreement,, in each case that resulted from an event or events outside Counterparty 's control)),, and if Dealer would owe any amount to Counterparty pursuant to Section 66((d))((ii)) of the Agreement or any Cancellation Amount pursuant to Article 1122 of the Equity Definitions ((any such amount,, a "Payment Obligation")),, then Dealer shall satisfy the Payment Obligation in cash pursuant to the provisions of Section 1122..77 or Section 1122..99 of the Equity Definitions,, or the provisions of Section 66((d))((ii)) of the Agreement,, as the case may be;; provided that,, Dealer will satisfy the Payment Obligation by the Share Termination Alternative ((as defined below)),, if ((a)) Counterparty gives irrevocable telephonic notice to Dealer,, confirmed in writing within one Scheduled Trading Day,, no later than 55::0000 p..m.. ((New York City time)) on the date of the Announcement Event,, Merger Date,, Tender Offer Date,, Announcement Date ((in the case of a Nationalization,, Insolvency or Delisting)),, Early Termination Date or date of cancellation,, as applicable,, of its election that the Share Termination Alternative shall apply and ((b)) Counterparty remakes the representation set forth in Section 88((f)) as of the date of such election.. Counterparty acknowledges its responsibilities under applicable securities laws and the Companies Law,, and in particular Section 99 and Section 1100((b)) of the Exchange Act ((as defined below)) and the rules and regulations thereunder,, in respect of any election that the Share Termination Alternative will apply.. In addition to,, and without limiting,, the foregoing,, Counterparty may not elect for the Share Termination Alternative as set forth in this Section 99((j)) to apply to any Options hereunder if any Share Termination Delivery Units delivered by Dealer upon termination or cancellation of such Options would constitute a "prohibited distribution" under Section 331100 of the Companies Law.. If Counterparty elects for Share Termination Alternative as set forth in this Section 99((j)) to apply to any Options hereunder,, Counterparty will be deemed to have concurrently represented to Dealer that none of the Share Termination Delivery Units delivered by Dealer upon settlement of such Options will constitute a "prohibited distribution" under Section 331100 of the Companies Law..

Share Termination Alternative::	If applicable,, Dealer shall deliver to Counterparty the Share Termination Delivery Property on,, or within a commercially reasonable period of time after,, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 112277 or 112299 of the Equity Definitions or Section 66((d))((ii)) and 66((e)) of the Agreement,, as applicable,, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment
Share Termination Delivery Property::	A number of Share Termination Delivery Units,, as calculated by the Calculation Agent,, equal to the Payment Obligation divided by the Share Termination Unit Price The Calculation Agent shall adjust the Share Termination Delivery Property by replacing

Share Termination Alternative::

If applicable,, Dealer shall deliver to Counterparty the Share Termination Delivery Property on,, or within a commercially reasonable
period of time after,, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 112277 or 112299 of the
Equity Definitions or Section 66((d))((ii)) and 66((e)) of the Agreement,, as applicable,, in satisfaction of such Payment Obligation in the
manner reasonably requested by Counterparty free of payment

Share Termination Delivery Property::

A number of Share Termination Delivery Units,, as calculated by the Calculation Agent,, equal to the Payment Obligation divided
by the Share Termination Unit Price The Calculation Agent shall adjust the Share Termination Delivery Property by replacing

values used to calculate the Share Termination Unit Price..

any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the

Share Termination Unit Price::	The value to Dealer of property contained in one Share Termination Delivery Unit,, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation For the avoidance of doubt,, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider the purchase price paid in connection with the purchase of Share Termination Delivery Property
Share Termination Delivery Unit::	One Share or,, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization,, Insolvency or Merger Event ((any such cash or other property,, the "Exchange Property ")),, a unit consisting of the type and amount of such Exchange Property received by a holder of one Share ((without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities)) in such Nationalization,, Insolvency or Merger Event,, as determined by the Calculation Agent
Failure to Deliver::	Applicable
Other applicable provisions::	If Share Termination Alternative is applicable,, the provisions of Sections 9988,, 9999 and 991111 ((as modified above)) of the Equity Definitions and the provisions set forth opposite the caption "Representation and Agreement " in Section 22 will be applicable,, except that all references in such provisions to "Physically--settled" shall be read as references to "Share Termination Settled" and all references to "Shares" shall be read as references to "Share Termination Delivery Units " "Share Termination Settled " in

relation to the Transaction means that Share Termination Alternative is applicable to the Transaction..

((k)) Waiver of Jury Trial .. Each party waives,, to the fullest extent permitted by applicable law,, any right it may have to a trial by jury in respect of any suit,, action or proceeding relating to the Transaction.. Each party ((i)) certifies that no representative,, agent or attorney of either party has represented,, expressly or otherwise,, that such other party would not,, in the event of such a suit,, action or proceeding,, seek to enforce the foregoing waiver and ((ii)) acknowledges that it and the other party have been induced to enter into the Transaction,, as applicable,, by,, among other things,, the mutual waivers and certifications provided herein..
((l)) Registration.. Counterparty hereby agrees that if,, in the good faith reasonable judgment of Dealer,, based on the advice of counsel,, the Shares (( "Hedge Shares")) acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction cannot be sold in the public market by Dealer without registration under the Securities Act,, Counterparty shall,, at its election,, either ((i)) in order to allow Dealer to sell the Hedge Shares in a registered offering,, make available to Dealer an effective registration statement under the Securities Act and enter into an agreement,, in form and substance satisfactory to Dealer,, substantially in the form of an underwriting agreement for a registered secondary offering of similar size;; provided,, however,, that if Dealer,, in its sole reasonable discretion,, is not satisfied with access to due diligence materials,, the results of its due diligence investigation,, or the procedures and documentation for the registered offering referred to above,, then clause ((ii)) or clause ((iii)) of this paragraph shall apply at the election of Counterparty,, ((ii)) in order to allow Dealer to sell the Hedge Shares in a private placement,, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size,, in form and substance satisfactory to Dealer ((in which case,, the Calculation Agent shall make any adjustments to the terms of the Transaction that are necessary,, in its reasonable judgment,, to compensate Dealer for any discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement of similar size)),, or ((iii)) ((provided that it will not constitute a "prohibited distribution" under the Companies Law)) purchase the Hedge Shares from Dealer at the then --current market price on such Exchange Business Days,, and in the amounts and at such time((s)),, requested by Dealer..
((m)) Tax Disclosure.. Effective from the date of commencement of discussions concerning the Transaction,, Counterparty and each of its employees,, representatives,, or other agents may disclose to any and all persons,, without limitation of any kind,, the tax treatment and tax structure of the Transaction and all materials of any kind ((including opinions or other tax analyses)) that are provided to Counterparty relating to such tax treatment and tax structure..
((n)) Right to Extend.. Dealer may postpone or add,, in whole or in part,, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation,, payment or delivery by Dealer,, with respect to some or all of the Options hereunder,, if Dealer reasonably determines,, in its discretion,, based on the advice of counsel in the case of clause ((ii)) below,, that such action is reasonably necessary or appropriate ((i)) to preserve Dealer 's hedging or hedge unwind activity hereunder in light of existing liquidity conditions or ((ii)) to enable Dealer to effect purchases of Shares in connection with its hedging,, hedge unwind or settlement activity hereunder in a manner that would,, if Dealer were Counterparty or an affiliated purchaser of Counterparty,, be in compliance with applicable legal,, regulatory or self --regulatory requirements,, or with related policies and procedures applicable to Dealer;; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non--discriminatory manner;; provided further that no such Valid Day or other date of valuation,, payment or delivery may be postponed or added more than QM Valid Days after the original Valid Day or other date of valuation,, payment or delivery,, as the case may be..
((o)) Status of Claims in Bankruptcy.. Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer rights against Counterparty with respect to the Transaction that are senior to the claims of ordinary shareholders of Counterparty in any United States bankruptcy proceedings of Counterparty;; provided that nothing herein shall limit or shall be deemed to limit Dealer 's right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to the Transaction;; provided,, further that nothing herein shall limit or shall be deemed to limit Dealer's rights in respect of any transactions other than the Transaction..
((p)) Securities Contract;; Swap Agreement .. The parties hereto intend for ((i)) the Transaction to be a "securities contract" and a "swap agreement" as defined in the Bankruptcy Code,, and the parties hereto to be entitled to the protections afforded by,, among other Sections,, Sections 336622((b))((66)),, 336622((b))((1177)),, 554466((e)),, 554466((g)),, 555555 and 556600 of the Bankruptcy Code,, ((ii)) a party's right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement with respect to the other party to constitute a "contractual right " as described in the Bankruptcy Code,, and ((iii)) each payment and delivery of cash,, securities or other property hereunder to constitute a "margin payment" or "settlement payment" and a "transfer" as defined in the Bankruptcy Code..
((q)) Notice of Certain Other Events.. Counterparty covenants and agrees that::
- ((i)) promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event,, Counterparty shall give Dealer written notice of the weighted average of the types and amounts of consideration received by holders of Shares upon consummation of such Merger Event ((the date of such notification,, the "Consideration Notification Date "));; provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated;; and
((ii)) ((A)) Counterparty shall give Dealer commercially reasonable advance ((but in any event at least one Exchange Business Day prior to the relevant Adjustment Notice Deadline)) written notice of the section or sections of the Indenture and,, if applicable,, the formula therein,, pursuant to which any adjustment will be made to the Convertible Notes in connection with any Potential Adjustment Event ((other than a Potential Adjustment in respect of the Dilution Adjustment Provisions set forth in Section [1144..0044((b))]³³⁵⁵ or Section [1144..0044((d))] ³³⁶⁶ of the Indenture)) or Merger Event and ((B)) promptly following any such adjustment,, Counterparty shall give Dealer written notice of the details of such adjustment.. The "Adjustment Notice Deadline" means ((i)) for any Potential Adjustment in respect of the Dilution Adjustment Provision set forth in Section [1144..0044((a))] ³³⁷⁷ of the Indenture,, the relevant Ex--Dividend Date ((as such term is defined in the Indenture)) or Effective Date ((as such term is defined in the Indenture)),, as the case may be,, ((ii)) for any Potential Adjustment in respect of the Dilution Adjustment Provision in the first formula set forth in Section [1144..0044((c))]³³⁸⁸ of the Indenture,, the first Trading Day ((as such term is defined in the Indenture)) of the period referred to in the definition of "SP00" in such formula,, ((iii)) for any Potential Adjustment in respect of the Dilution Adjustment Provision in the second formula set forth in Section [1144..0044((c))]3399 of the Indenture,, the first Trading Day ((as such term is defined in the Indenture)) of the Valuation Period ((as such term is defined in the Indenture)),, ((iv)) for any Potential Adjustment in respect of the Dilution Adjustment Provision set forth in Section [1144..0044((e))] ⁴⁴⁰⁰ of the Indenture,, the first Trading Day ((as such term is defined in the Indenture)) of the period referred to in the definition of "SP'" in the formula in such Section,, and ((v)) for any Merger Event,, the effective date of such Merger Event ((or,, if earlier,, the first day of any valuation or similar period in respect of such Merger Event))..
((r)) Wall Street Transparency and Accountability Act .. In connection with Section 773399 of the Wall Street Transparency and Accountability Act of 22001100 (( "WSTAA")),, the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA,, nor any requirement under WSTAA or an amendment made by WSTAA,, shall limit or otherwise impair either party's otherwise applicable rights to terminate,, renegotiate,, modify,, amend or supplement this Confirmation or the Agreement,, as applicable,, arising from a termination event,, force majeure,, illegality,, increased costs,, regulatory change or similar event under this Confirmation,, the Equity Definitions incorporated herein,, or the Agreement ((including,, but not limited to,, rights arising from Change in Law,, Hedging Disruption,, Increased Cost of Hedging,, an Excess Ownership Position,, or Illegality ((as defined in the Agreement))))..
((s)) Agreements and Acknowledgements Regarding Hedging.. Counterparty understands,, acknowledges and agrees that:: ((A)) at any time on and prior to the Expiration Date,, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction;; ((B)) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction;; ((C)) Dealer shall make its own determination as to whether,, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices;; and ((D)) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares,, as well as the Relevant Prices,, each in a manner that may be adverse to Counterparty..
((t)) Early Unwind.. In the event the sale of the ["Firm Securities"]["Option Securities"] ((as defined in the Purchase Agreement ((the "Purchase Agreement")) dated as of September [__],, 22002255,, between Counterparty and [BofA Securities,, Inc.. and Morgan Stanley && Co.. LLC],, as representatives of the Initial Purchasers party thereto ((the "Initial Purchasers")))) is not consummated with the Initial Purchasers for any reason ,, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 99 ((a)),, in each case by 55::0000 p..m.. ((New York City time)) on the Premium Payment Date,, or such later date as agreed upon by the parties ((the Premium Payment Date or such later date the "Early Unwind Date")),, the Transaction shall automatically terminate ((the "Early Unwind")),, on the Early Unwind Date and ((i)) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and ((ii)) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date.. Each of Dealer and Counterparty represents and acknowledges to the other that,, upon an Early Unwind,, all obligations with respect to the Transaction shall be deemed fully and finally discharged..

³³⁵⁵ Include cross--reference to section of the Indenture providing for an adjustment to the Conversion Rate in connection with below market rights,, options or warrants offering..

³³⁶⁶ Include cross--reference to section of the Indenture providing for an adjustment to the Conversion Rate in connection with cash dividends..

³³⁷⁷ Include cross--reference to section of the Indenture providing for an adjustment to the Conversion Rate in connection with share dividends or share split//combination..

³³⁸⁸ Include cross--reference to section of the Indenture providing for an adjustment to the Conversion Rate in connection with distributions of Distributed Property..

³³⁹⁹ Include cross--reference to section of the Indenture providing for an adjustment to the Conversion Rate in connection with a spin--off..

⁴⁴⁰⁰ Include cross--reference to section of the Indenture providing for an adjustment to the Conversion Rate in connection with a tender offer..

((u)) Payment by Counterparty.. In the event that,, following payment of the Premium,, ((i)) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default ((other than an Event of Default arising under Section 55((a))((ii)) or 55((a))((iv)) of the Agreement)) and,, as a result,, Counterparty owes to Dealer an amount calculated under Section 66((e)) of the Agreement,, or ((ii)) Counterparty owes to Dealer,, pursuant to Section 1122..77 or Section 1122..99 of the Equity Definitions,, an amount calculated under Section 1122..88 of the Equity Definitions,, such amount shall be deemed to be zero..
((v)) Adjustments,, Calculations and Determinations .. Whenever the Calculation Agent or Determining Party is called upon to make an adjustment,, calculation or determination pursuant to the terms of this Confirmation or the Equity Definitions ((other than an adjustment made by reference to the Indenture)) to take into account the effect of an event,, the Calculation Agent or Determining Party shall make such adjustment,, calculation or determination by reference to the effect of such event on the Hedging Party,, assuming that the Hedging Party maintains a commercially reasonable hedge position..
((w)) Other Adjustments Pursuant to the Equity Definitions .. Notwithstanding anything to the contrary in this Confirmation,, solely for the purpose of adjusting the Cap Price,, the terms "Potential Adjustment Event,," "Merger Event,," and "Tender Offer" shall each have the meanings assigned to such term in the Equity Definitions ((as amended by Section 99((h))((i)) and provided that "1100%%" in the third line of the term "Tender Offer" in Section 1122..11((d)) of the Equity Definitions shall be replaced with "2200%%")),, and upon the occurrence of a Merger Date,, the occurrence of a Tender Offer Date,, or declaration by Counterparty of the terms of any Potential Adjustment Event,, respectively,, as such terms are defined in the Equity Definitions,, the Calculation Agent shall determine whether such occurrence or declaration,, as applicable,, has had a material economic effect on the Transaction and,, if so,, shall,, adjust the Cap Price in a commercially reasonable manner to preserve the fair value of the Options to Dealer taking into account such economic effect on both the Strike Price and Cap Price;; provided that ((y)) the parties agree that Exempted Repurchases shall not be considered Potential Adjustment Events and ((z)) in no event shall the Cap Price be less than the Strike Price.. "Exempted Repurchase" means any ((11)) open market Share repurchase by Counterparty or any affiliate of Counterparty at prevailing market prices ((including,, without limitation,, any discount to average VWAP prices)),, and ((22)) Share repurchases by Counterparty or any affiliate of Counterparty through a reputable dealer in the corporate equity derivatives market pursuant to accelerated share repurchases,, forward contracts or similar transactions that is entered into at prevailing market prices ((including,, without limitation,, any discount to average VWAP prices)),, in accordance with customary market terms for transactions of such type to repurchase the Shares,, so long as,, the aggregate number of Shares so repurchased pursuant to either clause ((11)) or ((22)) during the term of the Transaction would not exceed 2200%% of the number of Shares outstanding as of the Trade Date as determined by Calculation Agent,, taking into account any subdivision or combination with respect to the Shares..

((x)) Tax Matters..

((i)) Withholding Tax Imposed on Payments to Non --U..S.. Counterparties under the United States Foreign Account Tax Compliance Provisions of the HIRE Act.. "Indemnifiable Tax,," as defined in Section 1144 of the Agreement,, shall not include any U..S.. federal withholding tax imposed or collected pursuant to Sections 11447711 through 11447744 of the U..S.. Internal Revenue Code of 11998866,, as amended ((the "Code")),, any current or future regulations or official interpretations thereof,, any agreement entered into pursuant to Section 11447711((b)) of the Code,, or any fiscal or regulatory legislation,, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code ((a "FATCA Withholding Tax")).. For the avoidance of doubt,, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 22((d)) of the Agreement.. To the extent that either party to the Transaction is not an adhering party to the ISDA 22001155 Section 887711((m)) Protocol,, as published by ISDA and as may be amended,, supplemented,, replaced or superseded from time to time ((the "887711((m)) Protocol")),, the parties agree that the provisions and amendments contained in the Attachment to the 887711((m)) Protocol are incorporated into and apply to this Confirmation as if set forth in full herein.. The parties further agree that,, solely for purposes of applying such provisions and amendments to this Confirmation,, references to "each Covered Master Agreement" in the 887711((m)) Protocol will be deemed to be references to this Confirmation,, and references to the "Implementation Date " in the 887711((m)) Protocol will be deemed to be references to the Trade Date of the Transaction.. If there is any inconsistency between this provision and a provision in any other agreement executed between the parties with respect to the Transaction,, this provision shall prevail unless such other agreement expressly overrides the provisions of the 887711((m)) Protocol..
((ii)) Tax Documentation.. Dealer shall provide to Counterparty a valid U..S.. Internal Revenue Service Form [W --88][W--99]4411,, or any successor thereto,, and Counterparty shall provide to Dealer a valid U..S.. Internal Revenue Service Form W --88BEN--E,, or any successor thereto,, ((i)) on or before the date of execution of this Confirmation and ((ii)) promptly upon learning that any such tax form previously provided by it has become obsolete or incorrect.. Additionally,, each party shall,, promptly upon request by the other party,, provide such other tax forms and documents reasonably requested by the other party..
((iii)) Payor Tax Representations.. For the purpose of Section 33((e)) of the Agreement,, each party makes the following representation:: It is not required by any applicable law,, as modified by the practice of any relevant governmental revenue authority,, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment ((other than interest under Section 99((h)) of the Agreement)) to be made by it to the other party under the Agreement.. In making this representation,, it may rely on ((i)) the accuracy of any representations made by the other party pursuant to Section 99((x))((iv)) of this Confirmation,, ((ii)) the satisfaction of the agreement contained in Section 44((a))((i)) or 44((a))((iii)) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 44((a))((i)) or 44((a))((iii)) of the Agreement,, ((iii)) the satisfaction of the agreement of the other party contained in the last sentence of Section 99((x))((iv)) of this Confirmation and ((iv)) the documentation provided by Counterparty pursuant to Section 99((x))((ii)) of this Confirmation,, except that it will not be a breach of this representation where reliance is placed on clause ((ii)) above and the other party does not deliver a form or document under Section 44((a))((iii)) by reason of material prejudice to its legal or commercial position..
((iv)) Payee Tax Representations.. For the purpose of Section 33((f)) of the Agreement,, each party makes the following representations,, as applicable::
- ((A)) Counterparty is a corporation for U..S.. federal income tax purposes and is organized under the laws of Israel.. Counterparty is a "non--U..S.. branch of a foreign person" ((as that term is used in section 11..11444411--44((a))((33))((ii)) of United States Treasury Regulations)) for U..S.. federal income tax purposes.. No payment received or to be received by Counterparty under the Agreement will be effectively connected with the conduct of a trade or business by Counterparty in the United States..

⁴⁴¹¹ Insert for Dealers as appropriate..

((B)) [Dealer is a corporation for U..S.. federal income tax purposes and is organized under the laws of the United States.. Dealer is a "U..S.. person" ((as that term is used in section 11..11444411 --44((a))((33))((ii)) of United States Treasury Regulations)) for U..S.. federal income tax purposes and an exempt recipient under Treasury Regulation Section 11..66004499--44((c))((l))((ii))..]⁴⁴²²

Each party agrees to give notice of any failure of a representation made by it under this Section 99((x))((iv)) to be accurate and true promptly upon learning of such failure..

((y)) Counterparts.. This Confirmation may be executed in several counterparts,, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.. Delivery of an executed signature page by facsimile or electronic transmission ((e..g.. "pdf" or "tif")),, or any electronic signature complying with the U..S.. federal ESIGN Act of 22000000,, Uniform Electronic Transactions Act or other applicable law,, e..g..,, www..docusign..com,, shall be effective as delivery of a manually executed counterpart hereof..
((z)) [Conduct Rules.. Each of Dealer and Counterparty acknowledges and agrees to be bound by the Conduct Rules of the Financial Industry Regulatory Authority,, Inc.. applicable to transactions in options,, and further agrees not to violate the position and exercise limits set forth therein..
((aa)) Risk Disclosure Statement.. Counterparty represents and warrants that it has received,, read and understands the OTC Options Risk Disclosure Statement and a copy of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled "Characteristics and Risks of Standardized Options"..]⁴⁴³³
((bb)) [U..S.. Resolution Stay Protocol .. The parties acknowledge and agree that ((i)) to the extent that prior to the date hereof both parties have adhered to the 22001188 ISDA U..S.. Resolution Stay Protocol ((the "Protocol")),, the terms of the Protocol are incorporated into and form a part of the Agreement,, and for such purposes the Agreement shall be deemed a Protocol Covered Agreement,, Dealer shall be deemed a Regulated Entity and Counterparty shall be deemed an Adhering Party;; ((ii)) to the extent that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules ((the "Bilateral Agreement ")),, the terms of the Bilateral Agreement are incorporated into and form a part of the Agreement,, and for such purposes the Agreement shall be deemed a Covered Agreement,, Dealer shall be deemed a Covered Entity and Counterparty shall be deemed a Counterparty Entity;; or ((iii)) if clause ((i)) and clause ((ii)) do not apply,, the terms of Section 11 and Section 22 and the related defined terms ((together,, the "Bilateral Terms")) of the form of bilateral template entitled "Full-- Length Omnibus ((for use between U..S.. G --SIBs and Corporate Groups)) " published by ISDA on November 22,, 22001188 ((currently available on the 22001188 ISDA U..S.. Resolution Stay Protocol page at www..isda..org and,, a copy of which is available upon request)),, the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules,, are hereby incorporated into and form a part of the Agreement,, and for such purposes the Agreement shall be deemed a "Covered Agreement,, " Dealer shall be deemed a "Covered Entity " and Counterparty shall be deemed a "Counterparty Entity.. " In the event that,, after the date of the Agreement,, both parties hereto become adhering parties to the Protocol,, the terms of the Protocol will replace the terms of this paragraph.. In the event of any inconsistencies between the Agreement and the terms of the Protocol,, the Bilateral Agreement or the Bilateral Terms ((each,, the "QFC Stay Terms ")),, as applicable,, the QFC Stay Terms will govern.. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules.. For purposes of this paragraph,, references to "the Agreement" include any related credit enhancements entered into between the parties or provided by one to the other.. In addition,, the parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements,, with all references to Dealer replaced by references to the covered affiliate support provider.. "QFC Stay Rules" means the regulations codified at 1122 C..F..R.. 225522..22,, 225522..8811 –88,, 1122 C..F..R.. 338822..11 --77 and 1122 C..F..R.. 4477..11 --88,, which,, subject to limited exceptions,, require an express recognition of the stay --and--transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements..]⁴⁴⁴⁴
((cc)) [Insert Other Agency or Regulatory Boilerplate]
⁴⁴³³ Insert if applicable..
⁴⁴⁴⁴ Insert if applicable..

⁴⁴²² Insert for Dealers as appropriate..

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to Dealer via mail and e--mail..

Very truly yours,,

[Dealers]

By::

Authorized Signatory Name::

[Signature Page to [Base][Additional]Capped Call Confirmation]

NOVA LTD..

By:: Authorized Signatory Name::

AI Terminal

Nova Ltd.

6955_rns_2025-09-08_7e04ee46-fff4-4f48-8ef0-82fb60b5e97b.pdf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 66--K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 1133a--1166 OR 1155d--1166 OF THE SECURITIES EXCHANGE ACT OF 11993344

NOVA LTD..

55 David Fikes Street,, Rehovot,, Israel ((Address of principal executive offices))

EXPLANATORY NOTE

PURCHASE AGREEMENT

INDENTURE

CAPPED CALL TRANSACTIONS

UNREGISTERED SALE OF EQUITY SECURITIES

EXHIBIT INDEX

SIGNATURE

Exhibit 44..11

ARTICLE 11

ARTICLE 22 ISSUE,, DESCRIPTION,, EXECUTION,, REGISTRATION AND EXCHANGE OF NOTES

i

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

ARTICLE 77

CONCERNING THE TRUSTEE

ARTICLE 99 HOLDERS' MEETINGS

ARTICLE 1144 CONVERSION OF NOTES

ARTICLE 1177

OPTIONAL REDEMPTION

ARTICLE 1188 MISCELLANEOUS PROVISIONS

W I T N E S S E T H::

NOW,, THEREFORE,, THIS INDENTURE WITNESSETH::

ARTICLE 11

"Partial Redemption Limitation" shall have the meaning in Section 1177..0022((d))..

"Paying Agent" shall have the meaning specified in Section 44..0022..

ARTICLE 22

ISSUE,, DESCRIPTION,, EXECUTION,, REGISTRATION AND EXCHANGE OF NOTES

ARTICLE 33

SATISFACTION AND DISCHARGE

ARTICLE 44

PARTICULAR COVENANTS OF THE COMPANY

ARTICLE 55

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

ARTICLE 66 DEFAULTS AND REMEDIES

((i)) the Company or any Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law::

ARTICLE 77

CONCERNING THE TRUSTEE

((b)) In case at any time any of the following shall occur::

ARTICLE 88

ARTICLE 99

HOLDERS' MEETINGS

ARTICLE 1100 SUPPLEMENTAL INDENTURES

ARTICLE 1122

ARTICLE 1133

[INTENTIONALLY OMITTED]

ARTICLE 1144

Section 1144..0022.. Conversion Procedure;; Settlement Upon Conversion..

MP00 = the average of the Last Reported Sale Prices of the Ordinary Shares over the Valuation Period..

Section 1144..1122.. Exchange in Lieu of Conversion..

ARTICLE 1155

ARTICLE 1166 REDEMPTION FOR CHANGES IN TAX LAW

Section 1166..0022.. Notice of Tax Redemption..

((xi)) the CUSIP,, ISIN or other similar numbers,, if any,, assigned to such Notes..

A Notice of Tax Redemption shall be irrevocable..

ARTICLE 1177 OPTIONAL REDEMPTION

ARTICLE 1188

MISCELLANEOUS PROVISIONS

By:: ____________________

[FORM OF FACE OF NOTE]

[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE]

[INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY]

[INCLUDE FOLLOWING LEGEND ON ANY NOTE]

NOVA LTD..

00%% Convertible Senior Note due 22003300

This Note,, and any claim,, controversy or dispute arising under or related to this Note,, shall be construed in accordance with and governed by the laws of the State of New York ((without regard to the conflicts of laws provisions thereof))..

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

[FORM OF REVERSE OF NOTE]

NOVA LTD..

ABBREVIATIONS

SCHEDULE OF EXCHANGES OF NOTES

NOVA LTD.. 00%% Convertible Senior Notes due 22003300

[FORM OF NOTICE OF CONVERSION]

U..S.. BANK TRUST COMPANY,, NATIONAL ASSOCIATION,, as Conversion Agent

MP⁰⁰ = the average of the Last Reported Sale Prices of the Ordinary Shares over the Valuation Period..